The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors' Report for the year ended 31st March 2021.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March 2021is as summarized below:-
| || |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Gross Turnover & Other Income ||2778.23 ||1650.25 ||3751.34 ||2026.46 |
|Profit before Interest Depreciation & Taxation ||49.75 ||26.9 ||40.60 ||22.19 |
|Less - Interest ||- ||- ||- ||- |
|Profit / (Loss) before Depreciation & Taxation ||49.75 ||26.9 ||40.60 ||22.19 |
|Less - Depreciation ||28.92 ||21.33 ||119.67 ||85.70 |
|Profit / (Loss) before tax ||20.83 ||5.57 ||(79.07) ||(63.51) |
|Less- Provision for Taxation (Incl. Deferred Tax) ||4.01 ||(3.46) ||(2.94) ||(6.23 |
|Net Profit / (Loss) for the year ||16.82 ||9.03 ||(82.02) ||(57.28) |
2. Performance Review:-
Your directors report that for the year under review your Company has been able toachieve Turnover of Rs. 2778.23 Lakhs as compared to Rs. 1650.25 Lakhs m the previousyear. The revenue from operations for the year 2021 Incr eased by 40.60% and Net Profithas increased from Rs 9.03 Lakhs to Rs 16.81 Lakhs.
3. Impact of Covid-19 Pandemic and Mitigation Measures Implemented:-
Due to COVID-19 outbreak globally in 2020 to 2021 and to restrict the spread of thepandemic in India the Government announced national lockdown with effect from March2020 which caused disruption of supply of goods across business and industries. Theserestrictions had resulted in temporary shutdown of operations at all plants and officesfor approximately 30 days The Company has taken various steps to support its variousstakeholders and maintain operations. . In accordance with the Government's directive postpartial lifting of the lockdown from Apnl 2021 and after receiving the necessary approvalsfrom the respective government departments the Company had resumed partial operations.The necessary precautions and safety measures are put in place to maintain socialdistancing. The business of the Company is affected partly due to COVID-19 outbreak.
4. Capital Structure: -
There was no change in the Authorised Capital Structure during the Year.
During the year the Authorised Capital of the company is same as equity shares ofKs.10/- each to Rs. 105000000/- (Rs. Ten Crore Fifty Lakh only) divided into10500000 (one crore five lakh) equity shares of Rs. 10/- each.
During the year under review there is no change in the paid up capital of the company.The paid up capital of the company is same as equity shares of Rs. 10/- each to Rs.103100450/- (Rupees Ten Crore Thirty one lakh four hundred & fifty) divided into10310045 (one crore three lakh ten thousand and forty five) equity shares of Rs. 10/-each.
The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year under review.
The Company has transferred current year's profit of Rs. 16.81 Lakhs to the Reserve& Surplus and the same is in compliance with the applicable provisions prescribedunder the Companies Act 2013.
7. Directors and KMP:-
Mrs. Kashi Gupla (DIN: 06997278) Director retire from the Board by rotation and beingeligible has offered herself for reappointment at the ensuing Annual General Meeting.
During the year under review there was no Changes in the Composition of Board ofDirectors.
8. Migration of Company from BSE -SME Exchange to the Main Board Platform of BSELimited.:-
Company has been informed that effective from Wednesday June 032020 the equityshares of G G Engineering Limited which are already listed under BSE SME Platform had beenmigrated & admitted to dealings on the Mainboard Platform by the Exchange.
9. Directors' Responsibility Statement-
In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:-
a) In the preparation of the annual accounts for the financial year 2020-21 theapplicable accounting standards read with requirements set out under Schedule III of theCompanies Act 2013 have been followed and there are no material departures from thesame;
b) Appropriate accounting policies have been selected and applied consistently and suchjudgments & estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the Profit of the Company for the accounting year ended on that date;
c) Proper & sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing & detecting fraud and otherirregularities; and
d) The annual accounts of the Company have been prepared on a going concern basis.
e) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
The Chairman informed the Board that M/s Goyal & Dedania vide his letter dated02/09/2020 has resigned from the Statutory Auditors of the Company. Thereafter he placedthe resignation letter of M/s Goyal & Dedania before tire Board for its consideration.The Board discussed the matter and passed the resolution unanimously.
Pursuant to provisions of Sections 139142 and other applicable provisions if any ofthe Companies Act 2013 and rules made there under and pursuant to the recommendations ofAudit Committee it is proposed to appoint M/s. S G N & CO Chartered AccountantsMumbai (Firm Registration No. 134565W) as the Statutory Auditors of the Company to holdoff ice from the conclusion of this Annual General Meeting until the conclusion of nextAnnual General Meeting in the financial year 2020-21.
The Board of Directors recommended appointment of M/s. S G N & CO CharteredAccountants Mumbai (Firm Registration No. 134565W) as the Statutory Auditors of theCompany from the conclusion of this Annual General Meeting till the conclusion of nextAnnual General Meeting of the Company. The Company has received an eligibility letterunder section 141 of the Companies Act 2013 and rules made thereunder that they are notdisqualified.
11. Auditors' Report:-
The Notes on Financial statement referred to in the Auditors report are self -explanatory and do not call lor any further comments. The Auditors Report does not containany qualification reservation or adverse remark.
12. Subsidiary Company: -
As on 31st March 2021 the Company have a Subsidiary Company Named M/s.Shashi Beriwal and Company Private Limited.
13. Secretarial Auditors Report: -
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorsof the Company have appointed M/s. Bhunwesh Bansal & Associates Practicing CompanySecretary firm (FCS -6526 & COP. No: 9089) as Secretarial Auditor to conductSecretarial audit of the Company for the financial year ended on March 31 2021.Secretarial Audit Report issued by M/s. Bhunwesh Bansal & Associate PracticingCompany Secretary firm in form MR-3 is enclosed as Annexure -1 to this Annual Report.
14. Tax Provisions: -
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.
15. Fixed Deposits:-
The Company has not accepted any deposits from the public in terms of Section 73 7475 and 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
16. Management's Discussion and Analysis Report: -
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management's Discussion and Analysis Report i.e AnnexureII which forms part of this Report.
17. Corporate Govemance-
We adhere to the principle of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all the prescribed stipulations. Asrequired by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed report on Corporate Governance forms part of this Report.The Auditors' Certificate on compliance with Corporate Governance requirements by theCompany is enclosed in Annexure III which forms part of this report.
18. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-
The particular as prescribed under sub-Seclion (3)(m) of section 134 of the CompaniesAct 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014
(i) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
|Foreign Exchange Earned ||- Rs. Nil |
|Foreign Exchange Used ||- Rs. Nil |
19. Corporate Social Responsibility:-
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on Corporate Social Responsibility.
20. Disclosure under the Sexual harassment of women:-
Your Company is committed to provide and promote safe & healthy environment to itsentire employee without any discrimination. During the year under Review there was nocase filled pursuant to Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013.
21. Particulars of Employees:-
None of the employee has received remuneration exceeding the limit as stated in Rules5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
22. Number of Meetings of the Board of Directors:-
During the year ended March 31 2021 Five (5) Board Meetings were held. The dates onwhich the Board meetings were held are 26.05.2020 29.07.2020 02.09.202013.11.202020.01.2021.
23. Statement on Declaration Given By Independent Directors Under Sub-Section (6) ofSection 149:-
The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided m sub-Section(6).
24. Particulars of Loan Guarantees And Investments By Company:-
Details of Loans Guarantees and Investments made if any are disclosed in Notes toFinancial Statements for the year ended 3151 March 2021.
25. Related Parly Transactions:-
During the year under review besides the transactions reported in Notes to Accountsforming part of the Annual Report. There were no other related party transactions with itspromoters directors and management that had a potential conflict of interest of theCompany at large.
26. Annual Retum:-
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2020 is available on the Company's website onhttps://ggengg.in/index.php/investor-relations/notice/general-meeting
27. Significant And Material Orders Passed By The Regulators or Court:-
There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.
28. Audit Committee:-
In accordance with the provisions of Section 177 of the Companies Act 2013 the Companyhas constituted an Audit Committee comprising of the following Directors viz. Mr. KaranMahesh Kapadia (Chairman) Mr. Neeraj Kumar Mishra and Mr. Vinod Harmukhrai BeriwaL AuditCommittee acts in accordance with the terms of reference specif ied from time to time bythe Board.
During the year 2020-21 Four (4) Audit Committee Meetings were held on 29.07.20200209.202013.11.2020 20.01.2021.
29. Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the Companies Act 2013 theCompany has re-constituted a Nomination and Remuneration Committee comprising of thefollowing Directors viz. Mr. Neeraj Kumar Mishra (Chairman) Mrs. Sangeeta Vinod Beriwaland Mr. Karan Mahesh Kapadia. Nomination and Remuneration Committee acts in accordancewith the terms of reference specified from time to time by the Board.
Durmg the year 2020-21 One (1) Nomination and Remuneration Committee Meeting were heldon 18.02.2021.
30. Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the Companies Act 2013 theCompany has constituted a Stakeholders Relationship Committee comprising of the followingDirectors viz Mr. Neeraj Kumar Mishra (Chairman) Mr. Karan Mahesh Kapadia and Mr. VinodHarmukhrai Beriwal. Stakeholders Relationship Committee acts in accordance with the termsof reference specified from time to time by the Board.
During the year 2020-21 One (1) Stakeholders Relationship Committee Meeting were heldon 19.02.2021.
31. Risk Management Policy:-
The Company has established a well-defined process of nsk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the vanous risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. The Company on various activities also putsnecessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
32. Nomination And Remuneration policy of Directors Key Managerial Personnel And otherEmployees: -
In adherence of Section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company in its Meetings approved a policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided u/s 178(3) based on the recommendations of theNomination and Remuneration Committee. The broad parameters covered under the Policy are -Company Philosophy Guiding Principles Nomination of Directors Remuneration ofDirectors Nomination and Remuneration of the Key Managerial Personnel (other thanManaging/Whole-time Directors) Key-Executives and Senior Management and the Remunerationof Other Employees.
33. Details ill Respect of Adequacy of Internal Financial Controls with Reference tothe Financial Statement:-
Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordance's with management's authorizationand properly recorded and accounting records are adequate for preparation of financialstatements and other financial information. Internal check is conducted on a periodicalbasis to ascertain the adequacy and effectiveness of internal control systems.
Further the testing of such controls shall also be carried out independently by theStatutory Auditors as mandated under the provisions of the Companies Act 2013.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
34. Compliance with the Secretarial Standards:-
The Board of Directors affirms that the Company has complied with the applicablemandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
35. General Disclosnres:-
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there is no transaction on these items during the year under review:
(i) The requirement to disclose tire details of difference between amount of thevaluation done at the time of onetime settlement and the valuation done while taking loanfrom the Banks or Financial Institutions along with the reasons thereof is not applicable.
(ii) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
(iii) No fraud has been reported by the Auditors to the Audit Committee or the Board.
(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.
The Board wishes to place on record its sincere appreciation for the assistance andco-operation received from Bankers Government Departments and other Business Associatesfor their continued support towards the conduct of operations of the Company efficiently.
The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive effortsput in by the employees of the Company in carrying forward Company's vision and mission.
On behalf of the Board of Directors
For G G Engineering Limited
Vinod Ilarmukhrai Beriwal
Dale: August 13 2021