The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors' Report for the year ended 31st March 2019.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March 2019is as summarized below:-
|Particulars ||2018-19 ||2017-18 |
|Gross Turnover & Other Income ||8221.91 ||2242.61 |
|Profit before Interest Depreciation & Taxation ||347.52 ||153.73 |
|Less Interest ||- ||- |
|Profit / (Loss) before Depreciation & Taxation ||347.52 ||153.72 |
|Less Depreciation ||19.15 ||9.92 |
|Profit / (Loss) before tax ||328.37 ||143.81 |
|Less Provision for Taxation (Incl. Deferred Tax) ||102.04 ||41.87 |
|Net Profit / (Loss) for the year ||226.33 ||101.94 |
|Add/ (less) Balance brought forward from previous ||122.17 ||20.23 |
|Year || || |
|Balance Carried to Balance Sheet ||348.50 ||122.17 |
2. Performance Review:-
Your directors report that for the year under review your Company has been able toachieve Turnover of Rs. 8221.91 Lakhs as compared to Rs. 2242.61 Lakhs in the previousyear. The revenue from operations for the year 2019 increased by 366.62% and Net Profithas Increased from Rs 101.94 Lakhs to Rs 226.33 Lakhs.
3. Capital Structure:-
There was no change in the Authorised Capital Structure during the Year.
However the Company Converted 1997727 Warrants into Equity Shares pursuant to thisPaid up Share Capital of the Company Increased from Rs. 41883000 (Rupees Four Croreeighteen Lakh eighty three thousands) Divided into 4188300 (Fourty one lakh eighty eightthousands three hundred Shares) 61860270 (Rupees Six Crore Eighteen Lakh Sixtythousands two seventy) to Divided into 6186027 (Sixty one Lakh Eighty six thousandstwenty seven Shares).
During the year under review the Company Converted 1997727 Warrants into EquityShares and allotted Equity Shares as per the following table:-
|Date of Allotment ||Number of Warrants Converted into Equity Shares ||Nominal Amount Per Shares ||Premium Amount per share ||Value of Warrants Converted into Equity Shares |
|18/07/2018 ||546800 ||10/- ||12/- ||12029600 |
|20/07/2018 ||405927 ||10/- ||12/- ||8930394 |
|16/01/2019 ||485000 ||10/- ||12/- ||10670000 |
|21/01/2019 ||560000 ||10/- ||12/- ||12320000 |
|Total ||1997727 ||- ||- ||43949994 |
During the year under review the Company forfeited Rs. 50006 (Rupees fifty thousandsand six rupees) pursuant to not excersing of right to convert Warrants into Equity Shareswithin the due date.
"The Board of Directors of your company after considering holistically therelevant circumstances and keeping in view the company's dividend distribution policy hasdecided that it would be prudent not to recommend any Dividend for the year underreview."
The Company has transferred current year's profit of Rs. 226.23 Lakhs to the Reserve& Surplus and the same is in compliance with the applicable provisions prescribedunder the Companies Act 2013.
6. Directors and KMP:-
Mrs. Rashi Gupta (DIN: 06997278) Director retire from the Board by rotation and beingeligible has offered herself for re-appointment at the ensuing Annual General Meeting.
Mr. Kamal Beriwal (DIN: 00310692) Re-appointed as Whole Time Director of the Companyfor the period of 3 Year w.e.f. 12th April 2019.
During the year under review there was no Change in the Composition of Board ofDirectors.
During the year under review Ms. Poonam Gupta was appointed as Company Secretary andCompliance Officer of the Company w.e.f. 04th January 2019
Ms. Apurwa Singh resigned as Company Secretary and Compliance Officer of the Companyw.e.f. 04th January 2019.
7. 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 2018-19 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 March2019 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 Goyal & Dedania Chartered AccountantsMumbai (Firm Registration No. 127312W) as the Statutory Auditors of the Company to holdoffice from the conclusion of Twelveth Annual General Meeting until the conclusion of nextAnnual General Meeting in the financial year 2019-20.
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 of14th 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 2019 the Company does not have any Subsidiary Company.
11. 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 2019.Secretarial Audit Report issued by M/s. Bhunwesh Bansal & Associate PracticingCompany Secretary firm in form MR-3 is enclosed as Annexure - II to this Annual Report.
12. 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.
13. Fixed Deposits:-
The Company has not accepted any deposits from the public in terms of Section 7374 75and 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
14. Corporate Governance:-
Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe Company for financial year 2018-2019.
15. 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
16. 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.
17. 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
18. Number of Meetings of the Board of Directors:-
During the year ended March 31 2019 Eighteen (18) Board Meetings were held. The dateson which the Board meetings were held are 15.05.2018 18.05.2018 29.05.2018 18.07.201820.07.2018 27.07.2018 17.08.2018 12.09.2018 04.10.2018 10.11.2018 06.12.201804.01.2019 16.01.2019 21.01.2019 24.01.2019 25.01.2019 & 05.03.2019 .
19. 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).
20. 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 31st March 2019.
21. 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.
22. 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.
23. 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.
24. 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 specified from time to time bythe Board.
During the year 2018-19 Five (5) Audit Committee Meetings were held on 12.04.201829.05.2018 20.07.2018 10.11.2018 & 21.01.2019.
25. Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the Companies Act 2013 theCompany has reconstituted 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.
During the year 2018-19 Two (2) Nomination and Remuneration Committee Meeting wereheld on 10.05.2018 and 04.01.2019.
26. 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 2018-19 One (1) Stakeholders Relationship Committee Meeting were heldon 04.01.2019.
27. Risk Management Policy:-
The Company has established a well-defined process of risk 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 various 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.
28. 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 remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are CompanyPhilosophy Guiding Principles Nomination of Directors Remuneration of DirectorsNomination and Remuneration of the Key Managerial Personnel (other thanManaging/Whole-time Directors) Key-Executives and Senior Management and the Remunerationof Other Employees.
29. 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/- |
|Place: Mumbai ||Vinod Harmukhrai Beriwal |
|Date: May 16 2019 ||Chairman |