You are here » Home » Companies ยป Company Overview » G G Automotive Gears Ltd

G G Automotive Gears Ltd.

BSE: 531399 Sector: Engineering
NSE: N.A. ISIN Code: INE493B01017
BSE 00:00 | 27 Jan 34.00 -1.30
(-3.68%)
OPEN

35.90

HIGH

35.90

LOW

34.00

NSE 05:30 | 01 Jan G G Automotive Gears Ltd
OPEN 35.90
PREVIOUS CLOSE 35.30
VOLUME 16032
52-Week high 37.20
52-Week low 19.40
P/E 16.67
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.90
CLOSE 35.30
VOLUME 16032
52-Week high 37.20
52-Week low 19.40
P/E 16.67
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

G G Automotive Gears Ltd. (GGAUTOMOTIVE) - Director Report

Company director report

To

The Members

G. G. AUTOMOTIVE GEARS LIMITED.

Your Directors have great pleasure in presenting 48th Annual Report alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended 31stMarch 2022.

1. FINANCIAL RESULTS:

Particulars (Rs. in INR)
Year ended
31.03.2022 31.03.2021
Earnings before Interest Depreciation and Tax 59883926 22163080
Less: Finance Cost 23404750 20477176
Less: Depreciation 32307226 30825800
Profit before tax 4171949 (29139896)
Less: Current Tax 650828 -
Earlier year Tax (90959)
Deferred Tax (636706) (4481300)
Profit after tax for the year 4157828 (24567638)

2. FINANCIAL OPERATIONS & STATE OF AFFAIRS OF THE COMPANY:

During the year your Company has reported a total turnover of 475084205 /- (RupeesForty Seven Crore Fifty Lacs Eighty Four Thousand and Two Hundred Five only). The totalexpenditure incurred by the Company during the year under review amounted to Rs.472932661/-(Rupees Forty Seven Crore Twenty Nine Lacs Thirty Two Thousand Six Hundredand Sixty One Only). Profit amounted to Rs. 4157828/- (Rupees Forty One lacs Fifty SevenThousand Eight Hundred and Eighty Eight Only).

Your Directors constantly putting their efforts to develop new products for domesticand export to improve revenue and profit of your company.

3. CHANGE IN THE NATURE OF THE BUSINESS

The company is engaged in the business of Manufacturing of Railway Gears & PinionsIndustrial Gear and Industrial Gear Boxes etc. There has been no change in the businessof the company during the financial year ended 31st March 2022.

4. FUTURE PROSPECTS OF THE COMPANY

To maintain our dominant presence in the Indian Railways and explore newer marketsglobally - with key areas being East Asia & the America. There have been numerousprojects undertaken under the R&D wing of the company that should reach fruition inthe near future and complement our pursuit of growth.

5. TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

The Company has received final trading approval and the suspension in trading of EquityShares has been revoked w.e.f 22nd November 2021 and Company has paidRevocation Fees amounting to Rs. 3540000/- (Rupees Thirty Five Lakhs and Forty ThousandOnly) (Inclusive of GST).

7. DIVIDEND:

In order to conserve the resources your company has not recommended any dividend forthe year under review

8. CASH FLOW STATEMENTS:

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report.

9. CONSOLIDATED FINANCIAL STATEMENT:

The Company does not have any subsidiaries as on 31st March 2022 and hencenot required to publish Consolidated Financial Statements.

10. PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

11. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES:

During the year under review 5 (Five) Board Meeting were held as under:

1 28.06.2021
2 14.08.2021
3 21.10.2021
4 17.01.2022
5 02.02.2022

12. COMMITTEES OF THE BOARD

The Company's Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

13. DISCLOSURE OF COMPOSITION OF COMMITTEES

a. Audit Committee comprises of following members:

Sr. no. Director Designation
1. Pravin Kumar Shishodiya Chairperson Non Executive Independent Director
2. Kennedy Ram Gajra Member Managing Director & CEO
3. Shailendra Ajmera Member Non Executive Independent Director
4. Ruchi Sogani Member Non Executive Independent Director

The Company has established a vigil mechanism policy to oversee the genuine concernsexpressed by the employees and other Directors.

b. Nomination and Remuneration Committee comprises of following members:

Sr. no. Director Designation
1. Pravin Kumar Shishodiya Chairperson Non Executive Independent Director
2. Ruchi Sogani Member Non Executive Independent Director
3. Shailendra Ajmera Member Non Executive Independent Director

C. Stakeholders Relationship Committee comprises of following members:

Sr. no. Director Designation
1. Pravin Kumar Shishodiya Chairperson Non Executive Independent Director
2. Kennedy Ram Gajra Member Managing Director & CEO
3. Shailendra Ajmera Member Non Executive Independent Director

14. MEETING OF COMMITTEES OF BOARD

During the year there were in total 4 Audit Committee Meetings 2 Nomination &Remuneration Committee and 4 Stakeholders Relationship Committee were held.

Further one meeting of the Independent Directors was held on 2nd February2022.

Audit Committee

S. No Date
1 28.06.2021
2 14.08.2021
3 21.10.2021
4 17.01.2022

Nomination and Remuneration committee

S. No Date
1 28.06.2021
2 02.02.2022

Stakeholder Relationship Committee

S. No. Date
1 28.06.2021
2 14.08.2021
3 21.10.2021
4 17.01.2022

15. INDUSTRIAL RELATIONS:

Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Kennedy Ram Gajra Managing Director & CEO Mr. Anmol Gajra Whole timeDirector Shri Narayan Shrivas CFO and Ms. Lata Narang as a Company Secretary of theCompany are the Key Managerial Personnel of your Company in accordance with the provisionsof Sections 2(51) 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) for the time being in force).

Mr. Kennedy Ram Gajra (DIN 02092206) has been reappointed as Managing Director of thecompany for a period of three years commencing from 1st July 2021 to 30thJune 2024.

Ms. Divya Desai (ACS No. 61179) has resigned from the office of Company Secretary andCompliance officer w.e.f the closing hours of 3rd January 2022.

Ms. Lata Narang (ACS No. 66669) has been appointed as Company Secretary and ComplianceOfficer of the Company by Board of Directors of the Company on recommendation ofNomination and Remuneration Committee w.e.f. 2nd February 2022 as per theprovisions of Section 203 of the Companies Act 2013 read with relevant Rules. Ms. LataNarang shall be the Whole Time Key Managerial Personnel from effective date herein abovementioned.

Mr. Anmol Gajra Whole Time Director (DIN: 07835836) retires at this Annual GeneralMeeting and being eligible has offered himself for re-appointment. The resolution at itemno. 2 is of the Notice of 48th Annual General Meeting of the Company isrecommended by the Board in this regard for the approval of shareholders.

Disclosure Relating to Remuneration of Directors Key Managerial Personnel andparticulars of Employees:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre- enactment(s) for the time being in force).

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure IV to this report.

17. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited Mumbai. The Company haspaid the Listing Fees for the Financial Year 2022-23.

The Company has received final trading approval and the suspension in trading of EquityShares has been revoked w.e.f 22nd November 2021.

18. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of theCompanies (Management and administration) Rules 2014 is uploaded on the website of theCompany under the following link https://ggautomotive.com/financial-reporting/AnnualReturn

19. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts the applicable accounting standardhas been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operating.

20. ATTRIBUTES QUALIFICATIONS & INDEPENDENCE OF DIRECTORS THEIR APPOINTMENT ANDREMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy forSelection Appointment and Remuneration of Directors which inter-alia requires thatcomposition and remuneration is reasonable and sufficient to attract retain and motivateDirectors KMP and senior management employees and the Directors appointed shall be ofhigh integrity with relevant expertise and experience so as to have diverse Board and thePolicy also lays down the positive attributes/criteria while recommending the candidaturefor the appointment as Director.

21. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

22. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARD PERFORMANCE:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company. In the opinion of the BoardIndependent Directors are of high integrity with relevant expertise and experience.

23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

1. The meetings of the Board of Directors of the Company during each financial year areorganized at different manufacturing plants of the Company and every time a visit of therespective plant is organized for the Directors including Independent Directors alongwith a direct interaction with the heads of production processes to provide a brief ideato the Directors of the production processes and operations of the Company.

2. An elaborated note on business operations with regard to the operations andfinancial position of the Company as at the end of each quarter is circulated to the Boardmembers with the Agenda of each Board Meeting and also presented at the meeting in theform of a power point presentation. The same is duly deliberated upon at the Meeting inpresence of the Key Managerial Personnel who answer the queries of the Directors if anyarising out of such reports to the satisfaction of the Directors.

3. The Company strives towards updating the Directors of any amendments in laws rulesand regulations as applicable on the Company through various presentations at the BoardMeeting(s) in consultation with the Statutory Auditors Internal Auditors and theSecretarial Auditors of the Company likewise the Companies Act SEBI Laws ListingAgreement and such other laws and regulations as maybe applicable.

4. The Company has framed Code of Conduct and Ethics and Code of Conduct for preventionof Insider Trading respectively which all the Directors need to comply with. The saidcode(s) of conduct are placed before the Board for review after a period of every 2 (Two)years so as to familiarize the Directors with the codes and ensure that the said code(s)are in conformity with the latest laws rules and regulations.

Disclosure: This familiarization process is uploaded on the official website of theCompany i.e https://ggautomotive.com/policies/

Review:

The familiarization process shall be reviewed at regular intervals to analyse if thereis a need to same as may be deemed necessary to keep the Directors of the Company informedof the operations of the Company vis-a-vis the latest developments vis-a-vis the laws andregulations as applicable on the Company for the time being in force

24. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act 2013 and Regulation 17 of the ListingRegulations the performance evaluation of the Board and its Committees were carried outduring the year under review.

25. STATUTORY AUDITORS:

M/s. Mukesh & Associates Chartered Accountants (FRN: 106599W) appointed asStatutory Auditors of the Company in the 45th Annual General Meeting held on 29thAugust 2019 hold office till the conclusion of the 50th Annual GeneralMeeting.

Further the Statutory Auditors Report does not contain any qualificationsreservations and adverse remarks and the same is self-explanatory.

26. SECRETARIAL AUDITORS

The Company has appointed M/s. HSPN & Associates LLP (formerly known as HSAssociates) Practicing Company Secretaries Mumbai as Secretarial Auditors of the Companyto carry out the Secretarial Audit for the Financial Year 2022-23 and to issue SecretarialAudit Report as per the prescribed format under rules in terms of Section 204(1) of theCompanies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

27. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company had appointed M/s. HSPN & Associates LLP(formerly known as HS Associates) Practicing Company Secretaries Mumbai to conduct theSecretarial Audit for the financial year 2021-22 and their Report on Company's SecretarialAudit is appended to this Report as Annexure I.

Further the explanation and comments on the observations of Secretarial Auditors is asunder :

1. Pursuant to Regulation 31(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 100% of the Promoters Shareholding is not in Demat Modeand 1147398 (Eleven Lakhs Forty Seven Thousand Three Hundred and Ninety Eight) EquityShares of Rs. 10 each constituting 47.19% held by Promotes are yet to be dematerialized.

Directors Comments: The same is under process.

2. Company has not maintained structural database as per SEBI Circular SEBI/HO/CFD/DCR1/CIR/P/2018/8.

Directors Comments: The same is under implementation.

3. There was a delay in submission of Annual Report for the Financial Year 2020-21 tothe Stock Exchange i.e. BSE Limited pursuant to the provisions of Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Directors Comments: During the period of suspension from trading the Company was notable to make intimations and announcements to BSE through BSE Listing Center as theCorporate Announcement tab under the listing center wiz https://litsing.bseindia.com has been disabled and all the communications were mailed to BSE. Further thecompliance and xbrl module tab was working on the listing center. One tab working and onenot created a confusion while making disclosures. Further many at times corporateannouncements did not reflect in the corporate announcement page which created furtherdilemma as to whether the disclosure is taken on record or not. The Company had maderepresentation with BSE to resolve this technical issue. However owning to this technicaldifficulty there was an inadvertent administrative delay in submission of Annual Report toBSE Limited.

28. COST AUDITORS

The provision of Cost Audit as per section 148 of Companies Act 2013 and rule thereunder is not applicable to the company.

29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There are no Loans Guarantees or Investment made by the Company under Section 186 ofthe Companies Act 2013.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC — 2 of the rules prescribed under ChapterIX relating to Accounts of Companies under the Companies Act 2013 is appended as- AnnexureIII.

All Related Party Transactions are presented to the Audit Committee and the Board. Astatement of all related party transactions is presented before the Audit Committeespecifying the nature value and terms and conditions of the transactions.

31. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto marked AnnexureII and forms part of this report.

32. CREDIT RATING

The company has been rated by Infomerics Valuation and Rating Pvt. Ltd accredited bySecurities and Exchange Board of India (SEBI) and Reserve bank of India (RBI) for bankfacility and SME. The company has been awarded with ‘IVR BBB-'for bank facility andSME Rating-‘IVR SME 2'. During the year under review there is no revision in thecredit rating of the Company.

33. REPORTING OF FRAUD BY AUDITORS

During the year under review the Internal Auditors Audit committee and SecretarialAuditor have not come across any instance of fraud committed in the Company by itsOfficers or Employees under section 143(12) of the Act.

34. DETAILS OF NON-COMPLIANCE:

During the year under review there was delay in submission of Annual Report for thefinancial year 2020-21 to the Stock Exchange i.e. BSE Limited under Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for which the Companywas levied a fine of Rs. 234000/- (Rupees Two Lakhs Thirty Four Thousand) by BSE Limitedas per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/202012 dated January 22 2020. The Companyhas made suitable representation for wavier of such fine.

35. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 is annexed under Annexure V to this report.

36. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANY'S:

The Company operates as a single entity with no subsidiaries or Joint Venture orAssociate Companies as explained within the meaning of the Companies Act 2013. Since thecompany has no Subsidiary Joint Venture or Associate companies the company is notrequired to give information in AOC-1 as required under Companies Act 2013.

37. INTERNAL AUDITORS:

As per section 138 of the Companies Act 2013 the Company has appointed M/s TanishqTharani & Co. Chartered Accountants as Internal Auditors for the year to 2022-23 toconduct the Internal Audit and to ensure adequacy of the Internal controls adherence toCompany's policies and ensure statutory and other compliance through periodical checks andreviews.

38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The requirement of transfer of unclaimed dividend to Investor Education and ProtectionFund as per the provisions of Sec.125 (2) of the Companies Act 2013 does not apply tothe Company for the year ended on March 31 2022.

39. CORPORATE GOVERNANCE REPORT.

As per Schedule V Part C of Listing obligation and Disclosure Requirements theprovision of corporate governance is not applicable to the Company as equity share capitalof the company does not exceed 10 crores and net worth of the Company does not exceed 25Crore as on last previous Financial Year.

Note — As per Schedule V Part C [(10) (i)] of Listing obligation and disclosurerequirements Company does not require to take certificate of ‘Non- Disqualificationof Director' from practicing Company Secretary.

40. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial Controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

42. PARTICULARS OF EMPLOYEES:

There are no employees in the Company who if employed throughout the financial yearwere in receipt of remuneration whose particulars if so employed are required to beincluded in the report of the Directors in accordance with the provisions of Rule 5(2) andRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

43. DETAILS OF MATERIAL AND SIGNIFICANT ORDER PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

44. CORPORATE SOCIAL RESPONSIBILITY

As per the regulatory requirement of Companies Act 2013 and Rules framed there underCorporate Social Responsibility is not applicable to the company. As such CSR Committeehas not been formulated.

45. RISK MANAGEMENT POLICY

Risk Management is the process of identification assessment and prioritization of riskfollowed by coordinated efforts to minimize monitor and mitigate the probability and/orimpact of unfortunate events or o maximize the realization of opportunities. The companyhas laid down a comprehensive Risk assessment and minimization procedure which is reviewedby the Board from time to time. These procedure are reviewed to ensure that executivemanagement controls risk through means of properly defined framework.

46. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been available on the Company's website:https://www.ggautomotive.com/whistleblower-policy. No instance under thewhistle Blower policy was reported during the financial year 2021-22.

47. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

The company has complied with the provision of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 relating to the constitution ofInternal Complaints Committee and other applicable provisions. During the financial yearunder review the Company has not received any complaints of sexual harassment from any ofthe employees of the Company.

48. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success the marketplace and a good reputationare among the primary determinants of value to the shareholder. The organisational visionis founded on the principles of good governance and delivering leading-edge productsbacked with dependable after sales services. Following the vision your Company iscommitted to creating and maximising long-term value for shareholder.

49. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal businesstransaction guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and amended from time totime. The policies are available on the official website of the Company atwww.ggautomotive.com.

50. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hencerequirement to disclose the details of application made or any proceedings pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation doneat the time of onetime settlement and valuation done while taking loan from the Banks andFinancial Institutions along with the reasons thereof is also not applicable.

51. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the support which theCompany has received from its shareholders promoters lenders business associatesincluding distributors vendors and customers the press and the employees of the Company.

.