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)
|
Standalone |
Consolidated |
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
https://ggengg.in/index.php/investor-relations/notice/general-meeting
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
Sd/-
Vinod Ilarmukhrai Beriwal
Chairman
Place: Mumbai,
Dale: August 13, 2021
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