GTV Engineering Limited
Your Directors take pleasure in presenting their 29th Annual Report togetherwith the Audited Financial Statements for the year ended March 31st 2020.
1. Financial Performance of the Company:
The Board's Report shall be prepared based on the stand alone financial statement ofthe company.
|Particulars ||2019-2020 (Rs. In Lacs) ||2018-2019 (Rs. In Lacs) |
|Sales ||6445.82 ||6947.33 |
|Other Income ||146.75 ||87.08 |
|Profit Before Interest and Depreciation. ||245.29 ||202.12 |
|Finance Charges ||45.97 ||14.67 |
|Profit Before Depreciation & Tax ||199.33 ||187.45 |
|Provision for Depreciation ||95.16 ||79.06 |
|Net Profit Before Tax ||104.17 ||108.39 |
|Provision for Tax ||23.22 ||24.96 |
|Net Profit After Tax ||82.26 ||83.43 |
|Balance of Profit Brought Forward ||1239.70 ||1156.30 |
|Balance available for appropriation ||- ||- |
|Proposed Dividend on Equity Shares ||- ||- |
|Tax on Proposed Dividend ||- ||- |
|Transfer to General Reserve ||- ||- |
|Surplus Carried to Balance Sheet ||82.26 ||83.43 |
2. Brief description of the Company's working during the year:
The Directors feel great pleasure in reporting that your company has been made overallgood performance during the year. The turnover of the company during the year was Rs.6445.82 lacs and Net profit after tax during the year is Rs. 82.26 lacs.
Company's Unit-I at Malanpur (Atta Chakki Division) and Unit-II at Mandideep(Fabrication Division) and Power Mech Industries (Under Proprietorship of the company) areworking well.
GTV Engineering Ltd's major business is Hi-Tech Heavy Steel Fabrication & MachiningCompany working as sub-contractors for various Giant Engineering companies like BHEL /SIEMENS / ABB /METSO / ALSTOM / THERMAX / FLSmidth / GEBR. PFEIFFER / L&T-MHPS/HOWDEN/ XYLEM etc. and is engaged in the execution of several Infrastructural Projects(Power /Mineral / Cement / Railways & Metros projects).
3. Change in the nature of the business if any:
The Company doesn't changes the nature of business during the financial year 2019-2020.
The Company has not declared any dividend during the Financial Year 2019-2020 for thefurther expansion plan.
5. Transfer to Reserve:
The Board has recommended that the Current year profit that is Rs. 82.26 lacs istransferred to profit and loss account.
6. Share Capital:
The paid up Equity Share Capital as on 31st March 2020 was 312.38 Lakhsdivided 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) of the Companies(Share Capital and Debentures) Rules 2014 (Chapter IV) has not issued any shares withdifferential rights during the financial year 2019-2020.
Issue of Sweat Equity Shares
The Company under the provision of Section 54 read with rule 8(13) of the Companies(Share Capital and Debentures) Rules 2014 has not issued any sweat equity shares duringthe financial year 2019-2020.
7. Board of Directors and Key Managerial Personnel:
The Company has 6 (Six) Director comprising of three Executive Directors and remainingthree as Independent Director on the Board.
Mrs. Darshana Agrawal Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer herself for re-appointment.
At the Annual General Meeting (AGM) of the company held on 24th September2015 the Members had appointed the independent directors namely; Mr. Sham Sarup Kohli(DIN: 07190012) for a period of 5 years with effect from 14th August 2015 andat 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 the criteria ofindependent as laid down under Section 149(6) of the Companies Act 2013 and Regulations16 of SEBI (LODR) Regulations 2015. Your directors satisfy about their independency.
The Company is having Mrs. Darshna Agrawal (DIN: 07429914) as Director w.e.f 11th February2016 and has been categorized as women Director and is complied with the provision ofappointment of women director in the company.
Key Managerial Personnel
The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief FinancialOfficer w.e.f. 10th January 2015 and Mr. Ankit Rohit as a Company Secretaryand 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 ofCompanies (Appointment and Remuneration of Managerial person) Rules 2014.
During the year Eight (08) Board Meeting and Four (4) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervention gap between the meetings was within the period prescribed under the CompaniesAct.
10. Board Evaluation:
Pursuant to the provision of the companies Act 2013 and Regulation 17 of the SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation of itsown performance the Director individually and as well as the evaluation of the working ofits Audit Nomination & Remuneration and Compliance Committees. The manner in whichthe evaluation has been carried has explained out in the Corporate Governance Report.
11. Declaration by an Independent Director(s) and re- appointment if any:
A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 hasbeen received by the Company at the meeting in which they are appointed. An independentdirector shall hold office for a term up to five consecutive years on the Board of aCompany but shall be eligible for reappointment for next five years on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sreport. As Mr. Sham Sarup Kohli being eligible and offer himself for reappointment asIndependent Director for second term subject to the approval of shareholder by SpecialResolution in the 29th Annual General Meeting.
12. Remuneration Policy:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is forming part of this report asAnnexure-I.
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
A). Ratio of the Remuneration of each Executive Director to the median employee'sDirector 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 ||11.3:1 ||N.A |
|2. Mrs. Darshana Agrawal ||Director ||-- ||N.A |
|3. Mr. Gaurav Agrawal ||Director ||4.5:1 ||N.A |
Note: The non-executive Directors of the Company are entitled for sitting fee andcommission as per statutory provisions and are paid within limits approved byshareholders. The details of remuneration paid to non-executive directors during the yearunder review is provided in
B) . The Company has 22 permanent employees on the rolls of the company as on 31stMarch 2020.
C) . The Managing Director and Executive Directors are not paid any variable componentof
remuneration. The fixed remuneration of Rs. 42 lacs per annum is paid to the Directors.
D) . Ratio of the Remuneration paid of the highest paid Director to that of theEmployees who are not
Directors but receive remuneration in excess of the highest paid director during theyear: The Managing Director is the highest paid director. No employee has receivedremuneration higher than the Managing Directors.
13. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any Subsidiary/Joint venture/Associate Companies.
The Auditor M/s. Patel Verma and Associates (Firm Registration No: 009108C )being ratified by the members at the ensuring Annual General Meeting and beingre-appointed for the period of two years from the conclusion of this Annual GeneralMeeting until the conclusion of the 31st Annual General Meeting of the Company.
15. Auditors' Report:
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further 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 Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to 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 year the Companycontinued to implement their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.
18. Vigil Mechanism:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been already uploaded on the website of theCompany at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.
19. Risk management policy:
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion 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 in accordance with theRegulation 9 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) for preservation ofDocuments /Records maintained by the Company either in Physical Mode or Electronic Mode.The Preservation of Documents Policy has been already uploaded on the website of theCompany at www.gtv.co.in under investors/Code of Conduct & Policies/Policy forpreservation of documents link
21. Policy of Determination of Materiality:
The Board of Directors of the Company has formulated a policy in accordance with theRegulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 for determination of materiality fordisclosure of events or information to Stock Exchanges based on the criteria specified inthe said Regulation. The Policy for Determination of materiality has been already uploadedon the website of the Company at www.gtv.co.in under investors/Code of 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 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE III.
23. Material changes and commitments if any affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:
No Material changes occurred subsequent to the close of the financial year of theCompany relating to settlement of tax liabilities operation of patent rights anddepression in market value of investments institution of cases by or against the companysale or purchase of capital assets or destruction of any assets during the financial year.
24. Details of significant and material orders passed bv the regulators or courts ortribunals impacting the going concern status and company's operations in future: N.A
No Deposit was accepted remain unpaid or unclaimed and no default was made inrepayment of deposit during the year 2019-2020.
26. Particulars of loans guarantees or investments under section 186 of Companies Act2013:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The detail of the investments made by company isgiven 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 with related parties duringthe financial year.
28. Corporate Governance Certificate:
The Compliance certificate from M/s. Patel Verma and Associates CharteredAccountants regarding compliance of conditions of corporate governance as stipulated inSEBI (LODR) Regulations 2015 is annexed with the report.
29. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy:
Your Company continues to give priority for conservation of energy on an ongoing basiskeeping in view a nation concern for energy conservation.
Energy conservation measures taken: Capacitor banks have been installed inseries with MPMKVVCL Bhopal power connection to bring the energy power factor to berequired standard valves to reduce the power losses.
Total energy consumption and consumption per unit of production:
| ||Current Year 2019-2020 ||Previous Year 2018-2019 |
|A. Power and Fuel Consumption || || |
| Electricity purchased Unit (KWH in Lacs) ||9.69 ||10.99 |
|Total Amount (Rs. In Lacs) ||92.28 ||97.25 |
|Rate/kwh (In Rs.) ||9.52 ||8.85 |
|Own generation (Units) Through diesel generator ||0.00 ||0.00 |
|Cost / Unit (Rs.) ||0.00 Ltrs ||0.00 Ltrs |
| Coal ||0.00 ||0.00 |
|Qty (Tonnes) || || |
|Total Cost (Rs. In Lacs) || || |
|Average Rate(Rs.) ||N.A ||N.A |
| Others ||N.A ||N.A |
|B. Consumption per Ton of Production. ||65.255 KWH ||67.230 KWH |
(b) . Technology absorption
Research & Development: Internal efforts for the improvement of weld quality &productivity. Expenditure on R & D: No separate expenditure.
Technology absorption adaptation and information Technology Imported: N.A FuturePlans: 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 most importantassets.
Your company continuously invests in attraction retention and development of talent onan ongoing basis.
A number of programs that provide focused people attention are currently underway. Yourcompany trust is on the promotion of talent internally through job rotation and jobenlargement.
31. Director's Responsibility Statement:
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:
(a) . in the preparation of annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departure.
(b) . the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and atthe profit and loss of the company for that period.
(c) . the director had taken proper and sufficient care for the maintenance of adequateaccounting records in according of the provision of the act for safeguarding the assets ofthe company and for preventing and deduction of fraud and other irregularities.
(d) . the director had prepared the annual accounts on a going concern basis; and
(e) . the director had laid down internal financial control to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) . the director had devised proper system to ensure compliance with the provision ofall applicable laws and that such systems were adequate and operating effectively.
32. Transfer of Amount to an Investor Education Protection Fund:
Your Company did not have any fund lying unpaid and unclaimed for a period of sevenyear. Therefore there were no funds which are required to be transferred to InvestorEducation and Protection Fund (IEPF).
33. Listing with Stock Exchange:
The Company confirms that it has paid the Annual Listing Fees for the year 2020-2021 toBombay Stock Exchange.
An acknolowedgement to all with whose help cooperation and hard work the Company isable to achive the results.
|Date: 30/06/2020 ||On behalf of the Board of Director |
|Place: Mandideep ||For GTV Engineering Limited |
| ||Sd/- |
| ||Mahesh Agrawal |
| ||Managing Director |