GTV Engineering Limited
Your Directors take pleasure in presenting their 28th AnnualReport together with the Audited Financial Statements for the year ended March 31st2019.
1. Financial Performance of the Company:
The Board's Report shall be prepared based on the stand alonefinancial statement of the company.
|Particulars ||2018-2019 (Rs. In Lacs) ||2017-2018 (Rs. In Lacs) |
|Sales ||6947.33 ||5053.49 |
|Other Income ||87.08 ||56.36 |
|Profit Before Interest and Depreciation. ||202.12 ||168.89 |
|Finance Charges ||14.67 ||19.85 |
|Profit Before Depreciation & Tax ||187.45 ||149.04 |
|Provision for Depreciation ||79.06 ||70.14 |
|Net Profit Before Tax ||108.39 ||78.90 |
|Provision for Tax ||24.96 ||21.11 |
|Net Profit After Tax ||83.43 ||57.78 |
|Balance of Profit Brought Forward ||1156.30 ||1099.91 |
|Balance available for appropriation ||- ||- |
|Proposed Dividend on Equity Shares ||- ||- |
|Tax on Proposed Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Surplus Carried to Balance Sheet ||83.43 ||57.78 |
2. Brief description of the Company's working during theyear:
The Directors feel great pleasure in reporting that your company hasbeen made overall good performance during the year. The turnover of the company during theyear was Rs. 6947.33 lacs and Net profit after tax during the year is Rs. 83.43 lacs.
Company's Unit-I at Malanpur (Atta Chakki Division) and Unit-IIat Mandideep (Fabrication Division) Power Mech Industries (Under Proprietorship of thecompany) are working well.
GTV Engineering Ltd's major business is Hi-Tech Heavy SteelFabrication & Machining Company working as sub-contractors for various GiantEngineering companies like BHEL / SIEMENS / ABB /METSO / ALSTOM / THERMAX / FLSmidth /GEBR. PFEIFFER / L&T-MHPS /HOWDEN/ XYLEM etc. and is engaged in the execution ofseveral Infrastructural Projects (Power /Mineral / Cement / Railways & Metrosprojects).
3. Change in the nature of the business if any:
The Company doesn't changes the nature of business during thefinancial year 2018-2019.
The Company has not declared any dividend during the Financial Year2018-2019 for the further expansion plan.
5. Transfer to Reserve:
The Board has recommended that the Current year profit that is Rs.83.43 lacs is transferred to profit and loss account.
6. Share Capital:
The paid up Equity Share Capital as on 31st March 2019 was312.38 Lakhs divided into 31.23 Lakhs Equity Shares of Rs. 10/- each.
Issue of Shares with Differential Rights
The Company under the provision of section 43 read with rule 4(4) ofthe Companies (Share Capital and Debentures) Rules 2014 (Chapter IV) has not issued anyshares with differential rights during the financial year 2018-2019.
Issue of Sweat Equity Shares
The Company under the provision of Section 54 read with rule 8(13) ofthe Companies (Share Capital and Debentures) Rules 2014 has not issued any sweat equityshares during the financial year 2018-2019.
7. Board of Directors and Key Managerial Personnel:
The Company has 6 (Six) Director comprising of three ExecutiveDirectors and remaining three as Independent Director on the Board.
Mr. Gaurav Agrawal Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for re-appointment.
At the Annual General Meeting (AGM) of the company held on 24thSept 2015 the Members had appointed the independent directors namely; Mr. Shyam SarupKohli (DIN: 07190012) for a period of 5 years with effect from 14th August2015 and at the AgM held on 12th September 2018 members had also appointed Mr.Dharmendra Bharadwaj (DIN: 08245464) and Mr. Mukesh Metho (DIN: 08245465) as anIndependent Directors under the Companies Act 2013 for a period of 5 years with effectfrom 12th September 2018.
All Independent Directors have given declarations that they meet thecriteria of independent as laid down under Section 149(6) of the Companies Act 2013 andRegulations 16 of SEBI (LODR) Regulations 2015. Your directors satisfy about theirindependency.
The Company is having Mrs. Darshna Agrawal (DIN: 07429914) as Directorw.e.f 11th February 2016 and has been categorized as women Director and iscomplied with the provision of appointment of women director in the company.
Key Managerial Personnel
The Board of Director of the Company has appointed Mr. Manjeet Singh asChief Financial Officer w.e.f. 10th January 2015 and Mr. Ankit Rohit as aCompany Secretary and KMP w.e.f. 11th May 2016.
8. Particulars of the employee:
No Employee of the company has received remuneration as per sub rule(2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules2014.
During the year Eleven (11) Board Meeting and Four (4) Audit CommitteeMeetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervention gap between the meetings was within the periodprescribed under the Companies Act.
10. Board Evaluation:
Pursuant to the provision of the companies Act 2013 and Regulation 17of the SEBI (LODR) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Director individually and as well as the evaluationof the working of its Audit Nomination & Remuneration and Compliance Committees. Themanner in which the evaluation has been carried has explained out in the CorporateGovernance Report.
11. Declaration by an Independent Director(s) and re- appointmentif any:
A declaration by an Independent Director(s) that he/they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013 has been received by the Company at the meeting in which they are appointed. Anindependent director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company and disclosure of such appointment in theBoard's report.
12. Remuneration Policy:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Nomination and Remuneration Policy is forming partof this report as Annexure-I.
Statement of Disclosure of Remuneration under Section 197 of CompaniesAct 2013 and Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
A). Ratio of the Remuneration of each Executive Director to the medianemployee's Director to the median employee's.
|S. No ||Name of Director ||Designations ||Ratio of Remuneration of each Director to median remuneration of employees. ||Percentage Increase in Remuneration |
|1. ||Mr. Mahesh Agrawal ||Managing Director ||20.8:1 ||N.A |
|2. ||Mrs. Darshana Agrawal ||Director ||- ||N.A |
|3. ||Mr. Gaurav Agrawal ||Director ||8.33:1 ||N.A |
Note: The non-executive Directors of the Company are entitled forsitting fee and commission as per statutory provisions and are paid within limits approvedby shareholders. The details of remuneration paid to non-executive directors during theyear under review is provided in Corporate Governance Report. Therefore the ratio ofremuneration and percentage increase for non-executive director's remuneration is notconsidered for the aforesaid purpose.
B). The Company has 23 permanent employees on the rolls of the companyas on 31st March 2019.
C) . The Managing Director and Executive Directors are not paid anyvariable component of
remuneration. The fixed remuneration of Rs. 42 lacs per annum is paidto the Directors.
D) . Ratio of the Remuneration paid of the highest paid Director tothat of the Employees who are not
Directors but receive remuneration in excess of the highest paiddirector during the year: The Managing Director is the highest paid director. No employeehas received remuneration higher than the Managing Directors.
13. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any Subsidiary/Joint venture/AssociateCompanies.
The Auditor M/s. Patel Verma and Associates (Firm RegistrationNo: 009108C ) being ratified by the members at the ensuring Annual General Meeting andbeing re-appointed for the period of three years from the conclusion of this AnnualGeneral Meeting until the conclusion of the 31st Annual General Meeting of the Company.
15. Auditors' Report:
The Auditors' Report does not contain any qualification. Notes toAccounts and Auditors remarks in their report are self-explanatory and do not call for anyfurther comments.
16. Secretarial Audit Report:
In terms of Section 204 of the Act and Rules made there under KMS& Associates (Practicing Company Secretaries) have been appointed as SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IIto this report. The report is self-explanatory and do not call for any further comments.
17. Internal Audit & Controls:
The Company continues to engage its Internal Auditor. During the yearthe Company continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
18. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been already uploaded on thewebsite of the Company at www.gtv.co.in under investors/policy documents/Vigil MechanismPolicy link.
19. Risk management policy:
A statement indicating development and implementation of a riskmanagement policy for the Company including identification therein of elements of risk ifany this in the opinion of the Board may threaten the existence of the company.
20. Policy for Preservation of Documents:
The Board of Directors of the Company has formulated a policy inaccordance with the Regulation 9 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) forpreservation of Documents /Records maintained by the Company either in Physical Mode orElectronic Mode. The Preservation of Documents Policy has been already uploaded on thewebsite of the Company at www.gtv.co.in under investors/Code of Conduct &Policies/Policy for preservation of documents link
21. Policy of Determination of Materiality:
The Board of Directors of the Company has formulated a policy inaccordance with the Regulation 30(4)(ii) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 for determination ofmateriality for disclosure of events or information to Stock Exchanges based on thecriteria specified in the said Regulation. The Policy for Determination of materiality hasbeen already uploaded on the website of the Company at www.gtv.co.in under investors/Codeof Conduct & Policies/Policy for Determination of Policy link.
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT 9 as a part of this Annual Report as ANNEXURE III.
23. Material changes and commitments if any affecting thefinancial position of the company which has occurred between the end of the financial yearof the company to which the financial statements relate and the date of the report:
No Material changes occurred subsequent to the close of the financialyear of the Company relating to settlement of tax liabilities operation of patent rightsand depression in market value of investments institution of cases by or against thecompany sale or purchase of capital assets or destruction of any assets during thefinancial year.
24. Details of significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future: N.A
No Deposit was accepted remain unpaid or unclaimed and no default wasmade in repayment of deposit during the year 2018-2019.
26. Particulars of loans guarantees or investments under section186 of Companies Act 2013:
The company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013. The detail of the investments madeby company is given in the notes to the financial statements.
27. Particulars of contracts or arrangements with related parties:
The Company has not engaged in any contract or arrangements withrelated parties during the financial year.
28. Corporate Governance Certificate:
The Compliance certificate from M/s. Patel Verma and AssociatesChartered Accountants regarding compliance of conditions of corporate governance asstipulated in SEBI (LODR) Regulations 2015 is annexed with the report.
29. Conservation of energy technology absorption and foreignexchange earnings and outgo:
The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:
a) Conservation of energy:
Your Company continues to give priority for conservation of energy onan ongoing basis keeping in view a nation concern for energy conservation.
Energy conservation measures taken: Capacitor banks have beeninstalled in series with MPMKVVCL Bhopal power connection to bring the energy powerfactor to be required standard valves to reduce the power losses.
Total energy consumption and consumption per unit of production:
| ||Current Year 2018-2019 ||Previous Year 2017-2018 |
|A. Power and Fuel Consumption || || |
| Electricity purchased || || |
|Unit (KWH in Lacs) Total Amount (Rs. In ||10.99 ||8.12 |
|Lacs) ||97.25 ||78.62 |
|Rate/kwh (In Rs.) ||8.85 ||9.69 |
|Own generation (Units) || ||0.00 |
|Through diesel ||0.00 || |
|generator || ||0.00 Ltrs |
|Cost / Unit (Rs.) ||0.00 Ltrs ||0.00 |
| Coal Qty (Tonnes) ||0.00 || |
|Total Cost (Rs. In Lacs) || ||N.A |
|Average Rate(Rs.) ||N.A ||N.A |
| Others ||N.A || |
|B. Consumption per Ton of || || |
|Production. ||67.230 KWH ||70.908 KWH |
(b). Technology absorption
Research & Development: Internal efforts for the improvement ofweld quality & productivity. Expenditure on R & D: No separate expenditure.
Technology absorption adaptation and information Technology Imported:N.A Future Plans: N.A
(c). Foreign exchange earnings and outgo
During the year no foreign exchange was used and earned by the company.
30. Human Resources:
Your company treats its "human resources" as one of its mostimportant assets.
Your company continuously invests in attraction retention anddevelopment of talent on an ongoing basis.
A number of programs that provide focused people attention arecurrently underway. Your company trust is on the promotion of talent internally throughjob rotation and job enlargement.