The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors' Report for the year ended 31st March 2017.
The financial performance of the Company for the Year ended 31st March 2017is as summarized below:-
|Particulars ||2016-17 ||2015-16 |
|Gross Turnover & Other Income ||738.44 ||520.23 |
|Profit before Interest Depreciation & Taxation ||26.17 ||23.45 |
|Less Interest ||- ||- |
|Profit / (Loss) before Depreciation & Taxation ||26.17 ||23.45 |
|Less Depreciation ||8.76 ||20.24 |
|Profit / (Loss) before tax ||17.41 ||3.21 |
|Less Provision for Taxation (Incl. Deferred Tax) ||0.60 ||1.17 |
|Net Profit / (Loss) for the year ||16.81 ||2.04 |
|Add/ (less) Balance brought forward from previous ||3.42 ||1.38 |
|Year || || |
|Balance Carried to Balance Sheet ||20.23 ||3.42 |
1. Performance Review:-
Your directors report that for the year under review your Company has been able toachieve Turnover of Rs. 738.44 Lakhs as compared to Rs. 520.23 Lakhs in the previous year.The revenue from operations for the year 2017 increased by 41.94% and Net Profit hasdecreased from Rs 114.34 Lakhs to Rs 16.81 Lakhs.
2. Conversion from Private Limited to Public Limited:-
Your Company was converted in to a Public Limited Company and consequently the name waschanged to G.G. Engineering Limited vide fresh certificate of incorporation dated 3rdApril 2017 issued by Registrar of Companies Mumbai Maharashtra.
3. Capital Structure:-
The Authorised Share Capital of the Company is Rs 50000000 (Rupees Five Crores)divided into 5000000 (Fifty Lakhs ) Equity shares of Rs 10/- each.
During the year under review the Company issued and allotted 300 Equity Shares of Rs.10/- each on 28th December 2016 on preferential basis. The Paid up Sharecapital of the Company is Rs. 30603000 (Rupees Three Crores Six Lakhs Three Thousand)divided into 3060300 (Thirty Lakhs Sixty Thousand Three Hundred) Equity shares of Rs10/- each.
Your Directors do not 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.
Mrs. Sangeeta Vinod Beriwal (DIN: 05251274) Director retire from the Board by rotationand being eligible has offered herself for re-appointment at the ensuing Annual GeneralMeeting.
During the year under review Mr. Kamal Beriwal (DIN: 00310692) & Mrs. Rashi Gupta(DIN: 06997278) were appointed as Directors w.e.f. 21st November 2016 and Mr.Satish Chand Gupta (DIN: 07731518) & Mr. Karan Mahesh Kapadia (DIN: 07722011) wereappointed an Independent Directors w.e.f. 17th February 2017.
During the year under review Mr. Vinod Harmukhrai Beriwal (DIN: 01817948) appointed asManaging Director of the Company w.e.f. 17th February 2017.
Mr. Narayana Gupta and Mr. Daman Gupta were resigned as Directors of the Company w.e.f.15th October 2016.
7. Directors' Responsibility Statement:-
Your Directors state that:
a) In the preparation of the annual accounts for the financial year 2016-17 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 March2017 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.
Pursuant to provisions of Sections 139 142 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. M/S Goyal & Dedania CharteredAccountants Mumbai (Firm Registration No. 127312W) as the Statutory Auditors of theCompany to hold office from the conclusion of Eleventh Annual General Meeting until theconclusion of next Annual General Meeting in the financial year 2017-18.
The Board of Directors recommended appointment of M/S Goyal & Dedania CharteredAccountants Mumbai (Firm Registration No. 127312W) as the Statutory Auditors of theCompany from the conclusion of forthcoming Annual General Meeting till the conclusion of12th Annual General Meeting of the Company. The Company has received aneligibility letter under section 141 of the Companies Act 2013 and rules made thereunderthat they are not disqualified.
9. Auditors' Report:-
The Notes on Financial statement referred to in the Auditors report are selfexplanatory and do not call for any further comments. The Auditors Report does not containany qualification reservation or adverse remark.
10. Subsidiary Company:-
As on 31st March 2017 the Company does not have any Subsidiary Company.
11. 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.
12. Fixed Deposits:-
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
13. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-
The particular as prescribed under sub-Section (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 |
14. 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.
15. 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
16. Number of Meetings of the Board of Directors:-
During the year ended March 31 2017 Fifteen (15) Board Meetings were held. The dateson which the Board meetings were held are 30.05.2016 23.07.2016 01.10.2016 04.10.201615.10.2016 21.11.2016 02.12.2016 09.12.2016 10.12.2016 12.12.2016 16.12.201628.12.2016 23.01.2017 27.01.2017 & 24.03.2017.
17. 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 in sub-Section(6).
18. Particulars of Loan Guarantees And Investments By Company:-
Details of Loans Guarantess and Investments made if any are disclosed in Notes toFinancial Statements for the year ended 31st March 2017.
19. Related Party 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.
20. Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions ofthe Companies Act 2013 and Rule 12 of Companies (Management and Administration) Rules2014 and the same is enclosed as Annexure - I to this Report.
21. 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.
22. Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial 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.
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 continuingconfidence in the Company. The Directors also acknowledge the hard work and persuasiveefforts put in by the employees of the Company in carrying forward Company's vision andmission.
| ||On behalf of the Board of Directors |
| ||For G.G. Engineering Limited |
| ||Sd/- |
| ||Vinod Harmukhrai Beriwal |
| ||Chairman |
|Place : Mumbai || |
|Date : July 4 2017 || |