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G G Engineering Ltd.

BSE: 540614 Sector: Engineering
NSE: N.A. ISIN Code: INE694X01030
BSE 00:00 | 08 Feb 1.15 -0.02
(-1.71%)
OPEN

1.17

HIGH

1.18

LOW

1.15

NSE 05:30 | 01 Jan G G Engineering Ltd
OPEN 1.17
PREVIOUS CLOSE 1.17
VOLUME 275897
52-Week high 4.05
52-Week low 1.15
P/E 14.38
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.17
CLOSE 1.17
VOLUME 275897
52-Week high 4.05
52-Week low 1.15
P/E 14.38
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

G G Engineering Ltd. (GGENGINEERING) - Director Report

Company director report

The Board of Directors hereby submits the report of the business andoperations of your Company along with the audited financial statements for the financialyear ended March 31 2022.

FINANCIAL RESULTS AND OPERATIONS

The financial performance for the year ended March 31 2022 issummarized below: (Amount in Rs.)

Standalone Consolidated
Particulars For the year ended March 31 For the year ended March 31
2022 2021 2022 2021
Net Sales /Income from Business Operations 151438717 277569446 225533462 374170495
Other Income 3354380 253612 4198330 964186
Total Income 154793097 277823058 229731792 375134680
Cost of material consumed - 58460329 39323994 130428362
Purchase of Stock in trade 150626318 200673425 150626318 200673425
Employee Benefit Expense 1379920 9298122 3403197 12556019
Changes in Inventories - (12523669) 278267 (14031850)
Financial Costs - 4376784 3647853 7853979
Depreciation 2403790 2892906 11416654 11967965
Other Expenses 3463580 12561334 16813100 33594538
Profit before Exceptional items (3080511) 2083826 4222409 (7907758)
Less: Exceptional items -
Net Profit Before Tax (3080511) 2083826 4222409 (7907758)
Less Current Tax - 234380 1139256 234381
Less Previous year adjustment of Income Tax
Less Deferred Tax (2820042) 167844 (3063803) 60122
Profit for the Period (2022015) 1681602 4015258 (8202260)
Earnings per share (0.046) 0.03 0.09 (0.16)

On Standalone basis in Financial Year 21-22 our revenue fromoperations decreased to Rs. 151438717 as compared to Rs. 277569446 in the last year.

On consolidated basis in Financial Year 21-22 our revenue fromoperations decreased to Rs. 225533462 as compared to Rs. 374170495 in the last year.

CHANGE IN NAME OF THE COMPANY

During the year under review there was no change in the name ofCompany.

CHANGE IN REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER

Considering the fact that the Directors of the Company manages andcontrols the business operations of the Company from the state of Delhi and in order toexercise better administrative and economic control and enable the Company to rationalizeand streamline its operations as well as the management of affairs the Board of Directorsof the Company has recommended to shift the Registered Office of the Company from theState of Maharashtra to the State of Delhi. Such a change would enable the Directors toguide the Company more effectively and efficiently and also result in operational andadministrative convenience and accordingly members approval was obtained by way ofpassing Special Resolution on May 29 2022 and necessary application was made to RegionalDirector Western Region Ministry of Corporate Affairs.

BUSINESS OVERVIEW & FUTURE OUTLOOK

Detailed information on the Company's Business overview and futureoutlook is incorporated in Management Discussion and Analysis forming part of the report.

STATE OF COMPANY?S AFFAIRS

i. Change in status of the company There was no change in status of the company.
ii. Kei y business developments The company has taken various steps to develop and promote its business. The company has added a new line of business activities. Please refer Management Discussion and Analysis for details.
iii. Change in the financial year There was no change in the financial year of company.
iv. Change in the Registrar and Share Transfer Agent (RTA) of the Company There was no change in the RTA of the company.
v. Capital expenditure programmes There was no capital expenditure programmes
vi. Developments acquisition and assignment of material Intellectual Property Rights There were no Developments acquisition and assignment of material Intellectual Property Rights.

The following changes took place in the composition of Board ofDirectors :

Name of Directors Designation DIN Change Changes w.e.f
Mr. Jaymin Modi Independent Director 07352950 Cessation 03/01/2022
Mr. Brijesh Shah Independent Director 07352957 Cessation 03/01/2022
Mr. Vinod Beriwal Managing Director 01817948 Cessation 31/03/2022
Mrs. Sangeeta Beriwal Executive Director 05251274 Cessation 31/03/2022
Mrs. Rashi Gupta Director 06997278 Cessation 31/03/2022
Mr. Karan Kapadia Independent Director 07722011 Cessation 31/03/2022
Mr. Neeraj Mishra Independent Director 08096930 Cessation 31/03/2022
Mr. Kamal Beriwal Whole Time Director 00310692 No Change -
Mr. Nitin Bansal Independent Director 09522632 Appointment 12/03/2022
Ms. Poonam Dhingra Independent Director 09524982 Appointment 12/03/2022
Mr. Atul Sharma Independent Director 08290588 Appointment 31/03/2022
Mr. Deepak Kumar Gupta Director 00057003 Appointment 31/03/2022
Mr. Om Prakash Aggarwal Independent Director 09553402 Appointment 31/03/2022

During the year the Board of the Company met 7 times on April 242021 June 23 2021 August 13 2021 October 14 2021 November 2 2021 February 5 2022and March 12 2022 respectively.

The maximum gap between the two Board meetings was less than 120 days.

DECLARATION OF INDEPENDENCE

The Independent Directors have confirmed that they meet the criteria ofIndependence as stipulated under Section 149(6) of the Companies Act 2013 read with theRegulation 16 (1) (c) of the Listing Regulations and they are not aware of anycircumstances or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence as an Independent Director of the Company.

The Board confirms to the declaration of the Independent Directors andthere being no doubts as to veracity of the same places the same on record.

KEY MANAGERIAL PERSONNEL

The Board of your Company consisted of the following Key ManagerialPersonnel (KMP'S) as on the year ended March 31 2022:

i. Chief Financial Officer : Mr. Uttam Kumar

ii. *Company Secretary : Ms. Apurva Singh

iii. **Whole Time Director : Mr. Atul Sharma & Mr. Deepak KumarGupta

*Ms. Apurva Singh was the Company Secretary & Compliance Officer inthe Financial Year 2021 -22.

Post closure Ms. Sapna Tehanguriya has been appointed as CompanySecretary & Compliance Officer in the Board Meeting held on April 27 2022 &resigned on September 7 2022. Finally Ms. Meghna Kastwal was appointed as CompanySecretary & Compliance Officer in the Board Meeting held on September 7 2022.

**Mr. Atul Sharma and Mr. Deepak Kumar Gupta were appointed as WholeTime Director with effect from March 31 2022.

BOARD COMMITTEES

In compliance with the requirements of Companies Act 2013 and ListingRegulations your Board had constituted various Board Committees including Audit CommitteeNomination & Remuneration Committee and Stakeholders Relationship Committee.

Details of the constitution of these Committees which are inaccordance with regulatory requirements have been uploaded on the website of the Companyviz. www.ggengg.in

Details of scope constitution terms of reference number of meetingsheld during the year under review along with attendance of Committee Members is providedunder Corporate Governance Report forming part of the Annual Report.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with Section 134(5) of the Act theDirectors to the best of their knowledge and ability hereby confirm that:

i. in the preparation of the annual accounts the applicable accountingstandards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation withStatutory Auditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the Financial Year March 31 2022 and of the profit and loss of thecompany for the Financial Year;

iii. they have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared on a goingconcern basis.

v. The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

vi. They had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES

As per provisions of Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 every listed company is required to disclose the ratio of the remuneration of eachdirector to the median employee's remuneration and details of employees receivingremuneration exceeding limits as prescribed from time to time in the Directors' Report.

CAPITAL STRUCTURE

During the year the Authorized Capital of the company is same asequity shares of Rs.10/- each to Rs. 105000000/ - (Rs. Ten Crore Fifty Lakh only)divided into 10500000 (one crore five lakh) equity shares of Rs. 10/- each.

After closure of Financial Year 2021-22 the Authorized Share Capitalof the Company has been increased from Rs. 105000000/- (Rupees Ten Crores Fifty Lakh)to Rs. 500000000/- (Rupees Fifty Crores) via Postal Ballot Notice dated April 27 2022concluded on May 29 2022.

During the year under review there is no change in the paid-up capitalof the company.

The paid-up capital of the company is Rs. 103100450/- (Rupees TenCrore Thirty-one Lakh Four Hundred & fifty) divided into 10310045 (One Crore ThreeLakh Ten Thousand and Forty-five) equity shares of Rs. 10/- each.

LISTING OF EQUITY SHARES

Equity shares of the Company are listed and traded at BSE Limited(Scrip Code: 540614).

AUDITORS AND AUDITORS? REPORT Statutory Auditors

Pursuant to provisions of Sections 139 142 and other applicableprovisions if any of the Companies Act 2013 and rules made there under and pursuant tothe recommendations of Audit Committee it is proposed to appoint M/s. SGN & COChartered Accountants Mumbai (Firm Registration No. 134565W) as the Statutory Auditorsof the Company to hold office from the conclusion of 15th Annual GeneralMeeting until the conclusion of ensuing 16th Annual General Meeting in thefinancial year 2021-22.

Further Auditor's Report on the Financial Statements of the Company forthe Financial Year 2021-22 as submitted by M/s. SGN & CO Chartered Accountants didnot contain any qualification reservation or adverse remark and is self-explanatory.

There have been no instances of fraud reported by the Auditors underSection 143(12) of the Act and Rules framed thereunder either to the Company or to theCentral Government.

The Board of Directors recommended appointment of M/s. A.K. Bhargav& Co Chartered Accountants Mumbai (Firm Registration No. 0034063N) as the StatutoryAuditors of the Company from the conclusion of 16th Annual General Meeting tillthe conclusion of 21st Annual General Meeting of the Company.

Secretarial Auditor

M/s. Bhunwesh Bansal & Associates Practicing Company Secretaryfirm (FCS -6526 & COP. No: 9089) were appointed as the Secretarial Auditor of yourCompany to carry out the Secretarial Audit for the financial year under review. TheSecretarial Audit Report issued by M/s. Bhunwesh Bansal & Associates PracticingCompany Secretary firm in Form No. MR-3 is annexed to this Annual Report.

In terms of extant provisions of Listing Regulations read with SEBIcirculars issued on the subject a Secretarial Compliance Report was also obtained by theCompany from the Secretarial Auditors and the same was also intimated to the StockExchange.

There are no qualifications or reservations in the Secretarial AuditReport or in the Annual Secretarial Compliance Report.

Cost Audit

In accordance with the Section 148 of the Companies Act 2013 andapplicable rules made thereunder companies which are engaged in the production of suchgoods or providing such services and have exceeded the net worth or a turnover of suchamount as may be prescribed is required to maintain cost records and to appoint CostAuditor to conduct audit of cost records maintained by the Company in a timely and propermanner. Therefore Cost Audit is not applicable to the company.

BOARD?S COMMENT ON AUDITOR?S REPORT

There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Report that may call for anyexplanation from the Directors. Further the notes to accounts referred to in theAuditor's Report are self-explanatory.

DEPOSITS

During the period under review the Company has not accepted any publicdeposits and therefore no amount on account of principal or interest on public depositswas outstanding as on the date of the Balance Sheet.

DIVIDEND

To conserve the resources for the expansion of business in the longrun your directors have not recommended any dividend for the Financial Year 2022-23 andhave decided to retain the profits.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIESACT 2013

For the financial year ended on March 31 2022 the Company has nottransferred any sum to any reserve account therefore your company remained the balance ofprofit to profit & loss account of the company to surplus account.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and Administration) Rules 2014 of your Company forthe financial year under review is available at website of your Company i.e.www.ggengg.in.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governancepractices and its philosophy emphasizes on fair and transparent governance and disclosurepractices which helps your Company to follow the path of its vision and mission. Itstrongly believes in developing best corporate governance policies and procedures based onprincipals of fair and transparent disclosures equity accountability and responsibility.

A detailed report on Corporate Governance in terms of Regulation 34 ofthe Listing Regulations is forming part of the Annual Report. A certificate confirmingcompliance with requirements of Corporate Governance as enumerated under the extantprovisions of Listing Regulations issued by Mr. Bhuwnesh Bansal Proprietor of BhuwneshBansal & Associates; Company Secretaries is also annexed to the said report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable tothe Company and hence disclosures under Sec 135 of the Companies Act 2013 are notapplicable to the Company.

RECLASSIFICATION FROM ‘PROMOTER AND PROMOTER GROUP? TO‘PUBLIC CATEGORY?

The Company has received request from Mr. Vinod H. Beriwal Ms.Sangeeta V. Beriwal Mr. Ashok Beriwal Ms. Shashi Devi Beriwal and Ms. Rashi Gupta tore-classify them from ‘Promoter and Promoter Group' to ‘Public' shareholderscategory on June 24 2022. The same was placed before Board at their meeting dated August9 2022.

The Company has made an application to BSE Limited for reclassificationof certain individuals (‘Outgoing Promoters') from ‘Promoter and Promoter Group'to ‘Public category' in accordance with Regulation 31A of Listing Regulations. TheBoard of Directors have approved the said reclassification on August 9 2022 and thisreclassification does not require shareholder's approval as the promoters seekingreclassification and persons related to the promoters seeking reclassification togetherhold 0.19% which is not more than one percent of the total voting rights in the listedentity.

Name of the Promoter & Promoter Group Existing Category Proposed Category
Mr. Vinod Beriwal Promoter Public
Mr. Ashok Beriwal Promoter Group Public
Mrs. Sangeeta Beriwal Promoter Group Public
Mrs. Rashi Gupta Promoter Group Public
Mrs. Shashi Devi Beriwal Promoter Group Public

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNAL

There are no significant and material orders issued against the Companyby any regulating authority or court or tribunal affecting the going concern status andCompany's operation in future.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY ANDBANKRUPTCY CODE 2016

During the year under review there was no application made orproceedings pending in the name of the company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENTAND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review there has been no one time settlement ofLoans taken from Banks and Financial institutions.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

In terms of Section 186 of the Companies Act 2013 particulars ofinter-corporate loans guarantees and investments are provided in the notes to FinancialStatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION 188

All Related party transactions are entered on an arm's length basis andare in compliance with the applicable provisions of the Companies Act 2013 and theListing Regulations. There are no materially significant related party transactions madeby the Company with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large. Company's policy on relatedparty transactions can be accessed at its website www.ggengg.in

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financialposition of the Company that have occurred between the end of the financial year of theCompany and date of this report.

However following major events happened occurred between the end ofthe financial year to which these financial statements relate and the date of the report:

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUTGO

Information on conservation of Energy Technology absorption ForeignExchange earnings and outgo required to be disclosed under Section 134 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 are provided hereunder:

PARTICULARS REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy; The Company is taking due care for using electricity in the office and its branches.
The Steps taken by the company for utilizing alternate sources of energy; Company usually takes care for optimum utilization of energy.
The Capital investment on energy conservation equipment's No capital investment on Energy Conservation equipment made during the financial year.
B. TECHNOLOGY ABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Foreign Exchange earned: Nil
Foreign Exchange outgo: Nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION- PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no compliant wasreceived in this regard.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a vigil mechanism named Whistle Blower Policy / VigilMechanism to deal with instances of fraud and mismanagement if any. Details of the sameare given in the Corporate Governance Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF).

RISK MANAGEMENT POLICY

Risk Management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor andmitigate/control the probability and/or impact of unfortunate events or to maximize therealization of opportunities. The Company has laid down a comprehensive Risk Assessmentand Minimization Procedure which is reviewed by the Board from time to time. Theseprocedures are reviewed to ensure that executive management controls risk through means ofa properly defined framework.

INTERNAL FINANCIAL CONTROLS

The Companies Act 2013 re-emphasizes the need for an effectiveInternal Financial Control system in the Company. The system should be designed andoperated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules 2014 requires theinformation regarding adequacy of Internal Financial Controls with reference to thefinancial statements to be disclosed in the Board's report. To ensure effective InternalFinancial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with thesize and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis.Non-compliance if any is seriously taken by the management and corrective actions aretaken immediately. Any amendment is regularly updated by internal as well as externalagencies in the system.

3. Approval of all transactions is ensured through a preapprovedDelegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transactionaudits are conducted regularly to ensure accuracy of financial reporting safeguard andprotection of all the assets. Fixed Asset verification of assets is done on an annualbasis. The audit reports for the above audits are compiled and submitted to Board ofDirectors for review and necessary action.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment competence and dedication ofits employees in all areas of the business. The Company has a structured induction processat all locations and management development programs to upgrade skills of managers.Objective appraisal systems based on key result areas (KRAs) are in place for seniormanagement staff.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

Company's Health and Safety Policy commits to comply with applicablelegal and other requirements connected with occupational Health Safety and Environmentmatters and provide a healthy and safe work environment to all employees of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

APPRECIATION AND ACKNOWLEDGEMENT

Your Director's place on record their deep appreciation to employees atall levels for their hard work dedication and commitment. The Board places on record itsappreciation for the support and co-operation your company has been receiving from itsSuppliers Retailers Dealers & Distributors and others associated with the Company.The Directors also take this opportunity to thank all Clients Vendors Banks Governmentand Regulatory Authorities for their continued support. Last but not the least theDirectors wish to thank all shareholders for their continued support.

for & On behalf of the Board of
G G Engineering Limited
Date: September 7 2022 Whole time Director Whole time Director
Place: New Delhi DIN: 08290588 DIN: 00057003

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