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G G Automotive Gears Ltd.

BSE: 531399 Sector: Engineering
NSE: N.A. ISIN Code: INE493B01017
BSE 05:30 | 01 Jan G G Automotive Gears Ltd
NSE 05:30 | 01 Jan G G Automotive Gears Ltd

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 44TH ANNUAL REPORT along with theAudited Balance Sheet and Profit and Loss Account for the year ended 31st March 2018.

1. FINANCIAL RESULTS:

(Rs. in INR)

Year ended on

31.03.2018 31.03.2017
Profit Before Depreciation 64159443 25015570
Less: Depreciation 27822077 16316732
Profit before tax 36337366 8698838
Less: Provision for Income Tax 5644695 1652922
Less: Provision for Deferred Tax Liability/ (Asset) 4380321 (1100481)
Less : Foreign Exchange Fluctuation 8858551 124007
Profit after tax 17453799 8022390

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

During the year your Company has reported a total turnover of Rs. 423446017/-(Rupees Forty Two Crores Thirty Four Lakhs Forty Six Thousand and Seventeen Only).However the total expenditure incurred by the Company during the year under reviewamounted to Rs. 388855557/- (Rupees Thirty Eight Crores Eighty Eight Lakhs Fifty FiveThousand Five Hundred and Fifty Seven Only)

During the year due to Better and favorable market conditions your Company hasreported an increased amount of net profit of Rs. 17453799/- (Rupees One Crore SeventyFour Lakhs Fifty Three Thousand Seven Hundred and Ninety Nine only) as compared to netprofit of Rs. 8022390/- (Rupees Eighty Lakhs Twenty Two Thousand Three Hundred andNinety Only) in previous year. Your Directors are taking optimum efforts to increase theprofits through aggressive sales campaign and increasing production capacities with thequality.

3. TRANSFER TO RESERVES:

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

4. DIVIDEND:

Your directors do not recommend dividend for the year 31st March 2018 with a view toconserve the resources use it for purchase of machines & expansion of divisions forbetter manufacturing facilities.

5. 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) orre-enactment(s) for the time being in force).

6. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES:

During the year under review 4 Board Meeting were held.

7. COMMITTEES OF THE BOARD :

The Company's Board has the following committees:

1. Audit Risk and Compliance Committee

2. Nomination and Remuneration Committee

3. Shareholders/Investors Grievance Committee (Stakeholders' Relationship Committee)

The said committee consists of 3 (Three) Members out of which 2 (Two) members areIndependent and 1 (one) is Promoter Director.

During the year there were in total 4 Audit Committee Meetings 1 Nomination &Remuneration Committee and 4 Stakeholders Relationship Committee were held.

8. 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.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by rotation and subsequent re-appointment:

Mr. Anmol Gajra is liable to retire by rotation at the ensuing AGM pursuant to theprovisions of Section 152 of the Companies Act 2013 read with the Companies (Appointmentand Qualification of Directors) Rules 2014 and the Articles of Association of yourCompany and being eligible has offered himself for reappointment. Appropriate resolutionsfor their re-appointment is being placed for your approval at the ensuing AGM.

The Independent Directors of your Company hold office upto 31st March 2019 and are notliable to retire by rotation. Shri Kennedy Gajra Managing Director & CEO Mr. AnmolGajra Whole Time Director and Shri Narayan Shrivas CFO are the Key Managerial Personnelof your Company in accordance with the provisions of Sections 2(51) 203 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s) or reenactments) for the time beingin force).

During the year there is change in the Composition of Directors of the Company:

Mr. Anmol Gajra has appointed as a Whole-Time Director of the Company w.e.f. 1 stJune2017.

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 Managing Director & CEO of your Company does not receive remuneration from anyof the subsidiaries of your Company.

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 VI to this report and is alsoavailable on the website of your Company (www.ggautomotive.com)

10. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited Mumbai. However thetrading of Shares has been suspended by BSE.

Your Company received Listing Approval for 1615900 Equity Shares of Rs. 10/- eachissued to par to Non Promoter on reissue of forfeited shares on 25th January 2018 andTrading Approval dated 26thFebruary 2018 from Bombay Stock Exchange for Trading said1615900 (Sixteen Lakhs Fifteen Thousand Nine Hundred) forfeited shares which werereissued. The said shares also listed at Bombay Stock Exchange w.e.f. 27th February 2018.

Further your Company received Listing Approval for 1077267 (Ten Lakhs Seventy SevenThousand Two Hundred Sixty Seven) Bonus Equity Shares kept in abeyance dated 23rd May2018 from Bombay Stock Exchange.

Further your company has initiated the revocation process to start the Trading ofshares on the Bombay Stock Exchange in due course oftime.

11. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.

12. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms.

i) That in the preparation of the annual accounts the applicable accounting standardhad 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.

13. 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.

14. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS 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.

The said policy is available on the website of the Company under the following link http://www.ggautomotive.com/pdf/Nomination-&-Remunerati-n-Policy.pdf.

15. COMMENTS ON AUDITOR'S REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. S. C. Kabra & Co Statutory Auditors in their report. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company in the yearunder review.

16. STATUTORYAUDITORS:

M/s. S. C. Kabra & Co. Chartered Accountants having firm registration No: 000337CMumbai were appointed as Statutory Auditors of the Company for a period of 5 years in thelast AGM held on 30th June 2017. As per Companies (Amendment) Act 2017 notified on 5thMay 2018 the provisions regarding to the ratification of Auditor in every AGM has beendone away.

17. 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.

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 Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as - AnnexureD.

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.

18. 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 markedAnnexure III and forms part of this report.

19. 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 given in the Corporate GovernanceReport annexed to this Report. It is available on the Company's website: www.ggautomotive.com .

20. 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 to this report.

21. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

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 Joint Venture or Associate Companies the company is not required to giveinformation in AOC-1 as required under Companies Act 2013.

22. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/s. HS Associates PracticingCompany Secretary; to conduct the Secretarial Audit and their Report on Company'sSecretarial Audit is appended to this Report as Annexure I.

Auditors Observation:

1. The company has not appointed Company Secretary as required under section 203 readwith rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

2. 100% Promoter Shareholding is not in demat from as per Regulation 31 of LODR.

3. The Company shares are suspended for trading on Bombay Stock Exchange DirectorsComment:

1. The Company has initiated the process for appointment of Company Secretary in withinshort span of time.

2. The Company has initiate the process to demat Promoter Shareholding to be compliedwith laws.

3. The Company has already in progress to obtaining approval from Bombay Stock Exchangefor Trading of Suspended Shares.

23. INTERNALAUDITORS:

As per section 138 ofthe Companies Act 2013 the Company has appointed M/s. S.N.Gadiya & Co. internal auditors for the year to 2018-2019 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company's policies andensure statutory and other compliance through periodical checks and internal audit.

24. 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)and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

25. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within theCompany as there are no female employees in the Company.

26. ACKNOWLEDGEMENTS:

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

BY ORDER OF THE BOARD OF DIRECTORS

FOR G. G. AUTOMOTIVE GEARS LIMITED

SD/-

KENNEDY RAM GAJRA

(CHAIRMAN CUM MANAGING DIRECTOR)

DIN: 02092206

Date: 22nd June 2018.

Place: Dewas

Madhya Pradesh.