Director's Report

G G Engineering Ltd
BSE Code 540614 ISIN Demat INE694X01030 Book Value (₹) 1.72 NSE Symbol N.A Div & Yield % 0 Market Cap ( Cr.) 37.69 P/E * 12.38 EPS * 0.08 Face Value (₹) 1
* Profit to Earning Ratio
* Earning Per Share

Dear Members,

The Directors of your Company have pleasure in presenting Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2021.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2021 is as summarized below:-

(Tn Lacs)



Particulars 2020-21 2019-20 2020-21 2019-20
Gross Turnover & Other Income 2778.23 1650.25 3751.34 2026.46
Profit before Interest, Depreciation & Taxation 49.75 26.9 40.60 22.19
Less - Interest - - - -
Profit / (Loss) before Depreciation & Taxation 49.75 26.9 40.60 22.19
Less - Depreciation 28.92 21.33 119.67 85.70
Profit / (Loss) before tax 20.83 5.57 (79.07) (63.51)
Less- Provision for Taxation (Incl. Deferred Tax) 4.01 (3.46) (2.94) (6.23
Net Profit / (Loss) for the year 16.82 9.03 (82.02) (57.28)

2. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve Turnover of Rs. 2778.23 Lakhs as compared to Rs. 1650.25 Lakhs m the previous year. The revenue from operations for the year 2021 Incr eased by 40.60% and Net Profit has increased from Rs 9.03 Lakhs to Rs 16.81 Lakhs.

3. Impact of Covid-19 Pandemic and Mitigation Measures Implemented:-

Due to COVID-19 outbreak globally in 2020 to 2021 and to restrict the spread of the pandemic in India, the Government announced national lockdown with effect from March, 2020, which caused disruption of supply of goods across business and industries. These restrictions had resulted in temporary shutdown of operations at all plants and offices for approximately 30 days The Company has taken various steps to support its various stakeholders and maintain operations. . In accordance with the Government's directive post partial lifting of the lockdown from Apnl 2021 and after receiving the necessary approvals from the respective government departments, the Company had resumed partial operations. The necessary precautions and safety measures are put in place to maintain social distancing. The business of the Company is affected partly due to COVID-19 outbreak.

4. Capital Structure: -

There was no change in the Authorised Capital Structure during the Year.

During the year the Authorised Capital of the company is same as equity shares of Ks.10/- each to Rs. 10,50,00,000/- (Rs. Ten Crore Fifty Lakh only) divided into 1,05,00,000 (one crore five lakh) equity shares of Rs. 10/- each.

During the year under review, there is no change in the paid up capital of the company. The paid up capital of the company is same as equity shares of Rs. 10/- each to Rs. 103,100,450/- (Rupees Ten Crore Thirty one lakh four hundred & fifty) divided into 1,03,10,045 (one crore three lakh ten thousand and forty five) equity shares of Rs. 10/- each.

5. Dividend:-

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

6. Reserve:-

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 prescribed under the Companies Act, 2013.

7. Directors and KMP:-

Mrs. Kashi Gupla (DIN: 06997278) Director, retire from the Board by rotation and being eligible has offered herself for reappointment at the ensuing Annual General Meeting.

During the year under review, there was no Changes in the Composition of Board of Directors.

8. Migration of Company from BSE -SME Exchange to the Main Board Platform of BSE Limited.:-

Company has been informed that effective from Wednesday, June 03,2020, the equity shares of G G Engineering Limited which are already listed under BSE SME Platform had been migrated & admitted to dealings on the Mainboard Platform by the Exchange.

9. Directors' Responsibility Statement-

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:-

a) In the preparation of the annual accounts for the financial year 2020-21, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 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 adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; 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 of all applicable laws and that such systems were adequate and operating effectively.

f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

10. Auditon-

The Chairman informed the Board that M/s Goyal & Dedania vide his letter dated 02/09/2020 has resigned from the Statutory Auditors of the Company. Thereafter, he placed the resignation letter of M/s Goyal & Dedania before tire Board for its consideration. The Board discussed the matter and passed the resolution unanimously.

Pursuant to provisions of Sections 139,142 and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under and pursuant to the recommendations of Audit Committee, it is proposed to appoint M/s. S G N & CO, Chartered Accountants, Mumbai (Firm Registration No. 134565W), as the Statutory Auditors of the Company to hold off ice from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting in the financial year 2020-21.

The Board of Directors recommended appointment of M/s. S G N & CO, Chartered Accountants, Mumbai (Firm Registration No. 134565W), as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified.

11. Auditors' Report:-

The Notes on Financial statement referred to in the Auditors report are self - explanatory and do not call lor any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

12. Subsidiary Company: -

As on 31st March, 2021 the Company have a Subsidiary Company Named M/s. Shashi Beriwal and Company Private Limited.

13. Secretarial Auditors Report: -

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Bhunwesh Bansal & Associates, Practicing Company Secretary firm (FCS -6526 & COP. No: 9089) as Secretarial Auditor to conduct Secretarial audit of the Company for the financial year ended on March 31, 2021. Secretarial Audit Report issued by M/s. Bhunwesh Bansal & Associate, Practicing Company Secretary firm in form MR-3 is enclosed as Annexure -1 to this Annual Report.

14. Tax Provisions: -

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

15. Fixed Deposits:-

The Company has not accepted any deposits from the public in terms of Section 73, 74, 75 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. Management's Discussion and Analysis Report: -

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report i.e Annexure II, which forms part of this Report.

17. Corporate Govemance-

We adhere to the principle of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is enclosed in Annexure III, which forms part of this report.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Seclion (3)(m) of section 134 of the Companies Act, 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 technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil
Foreign Exchange Used - Rs. Nil

19. Corporate Social Responsibility:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

20. Disclosure under the Sexual harassment of women:-

Your Company is committed to provide and promote safe & healthy environment to its entire employee without any discrimination. During the year, under Review there was no case filled pursuant to Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. Particulars of Employees:-

None of the employee has received remuneration exceeding the limit as stated in Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

22. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2021, Five (5) Board Meetings were held. The dates on which the Board meetings were held are 26.05.2020, 29.07.2020, 02.09.2020,13.11.2020, 20.01.2021,.

23. Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided m sub-Section(6).

24. Particulars of Loan, Guarantees And Investments By Company:-

Details of Loans, Guarantees and Investments made, if any are disclosed in Notes to Financial Statements for the year ended 3151 March 2021.

25. Related Parly Transactions:-

During the year under review, besides the transactions reported in Notes to Accounts, forming part of the Annual Report. There were no other related party transactions with its promoters, directors, and management that had a potential conflict of interest of the Company at large.

26. Annual Retum:-

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2020 is available on the Company's website on

27. Significant And Material Orders Passed By The Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

28. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Karan Mahesh Kapadia (Chairman), Mr. Neeraj Kumar Mishra and Mr. Vinod Harmukhrai BeriwaL Audit Committee acts in accordance with the terms of reference specif ied from time to time by the Board.

During the year 2020-21, Four (4) Audit Committee Meetings were held on 29.07.2020, 0209.2020,13.11.2020, 20.01.2021.

29. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Company has re-constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Neeraj Kumar Mishra (Chairman), Mrs. Sangeeta Vinod Beriwal and Mr. Karan Mahesh Kapadia. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

Durmg the year 2020-21, One (1) Nomination and Remuneration Committee Meeting were held on 18.02.2021.

30. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz,, Mr. Neeraj Kumar Mishra (Chairman), Mr. Karan Mahesh Kapadia and Mr. Vinod Harmukhrai Beriwal. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year 2020-21, One (1) Stakeholders Relationship Committee Meeting were held on 19.02.2021.

31. Risk Management Policy:-

The Company has established a well-defined process of nsk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the vanous risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

32. Nomination And Remuneration policy of Directors, Key Managerial Personnel And other Employees: -

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

33. Details ill Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordance's with management's authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

34. Compliance with the Secretarial Standards:-

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

35. General Disclosnres:-

Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:

(i) The requirement to disclose tire details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

(ii) No significant or material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Company's operations in future.

(iii) No fraud has been reported by the Auditors to the Audit Committee or the Board.

(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

36. Acknowledgement-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing conf idence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors,

For G G Engineering Limited


Vinod Ilarmukhrai Beriwal


Place: Mumbai,

Dale: August 13, 2021