G G Automotive Gears Ltd
Directors Reports
To,
The Members,
G. G. AUTOMOTIVE GEARS LIMITED.
Your Directors have great pleasure in presenting 49th Annual Report along with the
Audited Balance Sheet and Profit and Loss Account, for the year ended 31 st March, 2023.
1. FINANCIAL RESULTS:
|
(Rs. in INR) |
Particulars |
Year ended |
|
31.03.2023 |
31.03.2022 |
| Earnings before Interest, Depreciation and Tax |
8,02,73,931 |
5,98,83,926 |
| Less: Finance Cost |
2,62,60,715 |
2,34,04,750 |
| Less: Depreciation |
3,58,68,649 |
3,23,07,226 |
Profit before tax |
1,81,44,567 |
41,71,949 |
| Less: Current Tax |
30,49,169 |
6,50,828 |
| MAT Credit |
(91,06,549) |
- |
| Deferred Tax |
47,94,557 |
(636706) |
Profit after tax for the year |
1,94,07,389 |
41,57,828 |
2. FINANCIAL OPERATIONS & STATE OF AFFAIRS OF THE COMPANY:
During the year, your Company has reported a total turnover of 77,27,60,927 /- (Rupees
Seventy-Seven Crore Twenty-Seven Lacs Sixty Thousand and Nine Hundred Twenty-Seven only).
And the total expenditure incurred by the Company during the year under review amounted to
Rs. 75,83,36,800/-(Rupees Seventy Five Crore Eighty Three LacsThirty Six Thousand Eight
Hundred Only).Profit Ninety-Four Lacs Seven Thousand Three Hundred Eighty-Nine Only).
Your Directors constantly putting their efforts to develop new products for domestic
and export, to improve revenue and profit of your company
3. CHANGE IN THE NATURE OF THE BUSINESS
The company is engaged in the business of Manufacturing of Railway Gears & Pinions,
Industrial Gear, and Industrial Gear Boxes etc. There has been no change in the business
of the company during the financial year ended 31st March, 2023.
4. FUTURE PROSPECTS OF THE COMPANY
To maintain our dominant presence in the Indian Railways and explore newer markets
globally with key areas being East Asia & the America. There have been numerous
projects undertaken under the R&D wing of the company that should reach fruition in
the near future and complement our pursuit of growth.
5. TRANSFER TO RESERVES:
There are no transfers to any specific reserves during the year.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the year to which the
financial year to which the financial statements relate and the date of this report.
7. DIVIDEND:
In view of conserving the resources, your company has not recommended any dividend for
the year under review.
8. CASH FLOW STATEMENTS:
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is
part of the Annual Report.
9. CONSOLIDATED FINANCIAL STATEMENT:
The Company does not have any subsidiaries as on 31stMarch, 2023 and hence not required
to publish Consolidated Financial Statements.
10. PUBLIC DEPOSITS:
During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) for the time being in force).
11. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES: During the year under review, 6
(six) Board Meeting were held as under:
| 1 |
16.05.2022 |
| 2 |
07.07.2022 |
| 3 |
23.07.2022 |
| 4 |
20.10.2022 |
| 5 |
03.11.2022 |
| 6 |
20.01.2023 |
12. COMMITTEES OF THE BORAD
The Company's Board has the following committees:
1. Audit, Risk and Compliance Committee
2. Nomination and Remuneration Committee
3. Shareholders/Investors Grievance Committee (Stakeholders' Relationship Committee)
The said committee consists of 3 (Three) Members out of which 2 (Two) members are
Independent and 1 (one) is Promoter Director.
13. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM a. Audit Committee
comprises of following members:
| Sr. no. |
Director |
Designation |
1 |
Pravin Kumar Shishodiya |
Chairperson & Non Executive Independent Director |
| 2 |
Kennedy Ram Gajra |
Member &Independent Non-Executive Director |
| 3 |
Shailendra Ajmera |
Member &Independent Non-Executive Director |
The Company has established a vigil mechanism policyto oversee, the genuine concerns
expressed by theemployees and other Directors. b. Nomination and Remuneration Committee
comprises of following members:
| Sr. no. |
Director |
Designation |
1 |
Pravin Kumar Shishodiya |
Chairperson & Non-Executive Independent Director |
| 2 |
Ruchi Sogani |
Member &Independent Non-Executive Director |
| 3 |
Shailendra Ajmera |
Member &Independent Non-Executive Director |
C. Stakeholders Relationship Committee comprises of following members:
| Sr. no. |
Director |
Designation |
1 |
Pravin Kumar Shishodiya |
Chairperson & Non-Executive Independent Director |
| 2 |
Kennedy Ram Gajra |
Member &Independent Non-Executive Director |
| 3 |
Shailendra Ajmera |
Member &Independent Non-Executive Director |
14. MEETING OF COMMITTEES OF BOARD
During the year there were in total 4 Audit Committee Meetings, 2 Nomination &
Remuneration Committee and 3 Stakeholders Relationship Committee were held.
a. Audit Committee
Sr. No |
Date |
| 1 |
16.05.2022 |
| 2 |
07.07.2022 |
| 3 |
20.10.2022 |
| 4 |
20.01.2023 |
b. Nomination and Remuneration committee
Sr. No |
Date |
| 1 |
03.11.2022 |
| 2 |
20.01.2023 |
c. Stakeholder relationship Committee
15. INDUSTRIAL RELATIONS:
Your Company has always considered its workforce as its valuable asset and
continues to invest in their excellence and development programs. Your Company has taken
several initiatives for enhancing employee engagement and satisfaction.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Kennedy Ram Gajra, Managing Director & CEO, Mr. Anmol Gajra, Whole time
Director, Shri Manoj Sharma, CFO and Ms. Lata Narang as a Company Secretary of the Company
are the Key Managerial Personnel of your Company in accordance with the provisions of
Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment(s) for the time being in force).
Mr. Anmol Gajra (DIN)has been appointed as Whole Time Director for a period of 3 years
w.e.f 1st June, 2023 to 31st May, 2026 on such remuneration subject to members approval at
this AGM.
Disclosure Relating to Remuneration of Directors, Key Managerial Personnel and
particulars of Employees: The remuneration paid to the Directors is in accordance with
the Nomination and Remuneration Policy formulated in accordance with Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being in force). The Managing Director
& CEO of your Company does not receive remuneration from any of the subsidiaries of
your Company.
The information required under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of your Company is set out in Annexure IV to this report.
17. LISTING OF SHARES:
The Equity Shares of the Company are listed on BSE Limited, Mumbai. The Company has
paid the Listing Fees for the Financial Year 2022-23 and Financial Year 2023-24.
18. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure
II and is attached to this Report.
19. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms: i) That in the preparation of the annual
accounts, the applicable accounting standard had been followed along with proper
explanation relating to material departures. ii) That the Directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the Profit or Loss of the Company for
that period. iii) That the Directors have taken proper and sufficientcare for the
maintenances of adequate accounting records in accordance with the provision of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities. iv) That the Directors have prepared the Annual accounts on a going
concern basis. v) That the directors had laid down internal financialcontrols to be
followed by the company and that such internal financial controls are adequate and were
operating . vi) the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating.
20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection,Appointment and Remuneration of Directors which inter-alia requires that
composition andremuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP andsenior management employees and the Directors appointed shall be of high
integrity withrelevant expertise and experience so as to have diverse Board and the Policy
also lays downthe positive attributes/criteria while recommending the candidature for the
appointment asDirector.
21. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the
Boardthattheyfulfillall the requirements as stipulated in Section 149(7) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
22. POLICYONDIRECTORSAPPOINTMENT,REMUNERATION&BOARDPERFORMANCE: During the
year, the Board adopted a formal mechanism for evaluating its performance and as well as
that of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structured evaluation process covering various aspects
of the Boards functioning such as composition of the Board & committees, experience
& competencies, performance of specific duties & obligations, governance issues
etc. Separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman, who were evaluated on parameters such as attendance, contribution
at the meetings and otherwise, independent judgment, safeguarding of minority shareholders
interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the Independent
Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.In the opinion of the Board,
Independent Directorsare of high integrity with relevant expertise andexperience.
23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
1. The meetings of the Board of Directors of the Company are normally organized at
manufacturing plant of the Company and every time, a visit is organized for the Directors,
including Independent Directors along with a direct interaction with the heads of
production processes to provide a brief idea to the Directors of the production processes
and operations of the Company.
2. An elaborated note on business operations with regard to the operations and
financial position of theCompany as at the end of each quarter is circulated to the Board
members with the Agenda of eachBoard Meeting and also presented at the meeting in the form
of a power point presentation. The same is duly deliberated upon at the Meeting in
presence of the Key Managerial Personnel who answer the queries of the Directors, if any
arising out of such reports to the satisfaction of the Directors.
3. The Company strives towards updating the Directors of any amendments in laws, rules
and regulations as applicable on the Company through various presentations at the Board
Meeting(s) inconsultation with the Statutory Auditors, Internal Auditors and the
Secretarial Auditors of the Companylikewise the Companies Act, SEBI Laws, Listing
Agreement and such other laws and regulations as maybe applicable.
4. The Company has framed Code of Conduct and Ethics and Code of Conduct for prevention
of Insider Trading respectively which all the Directors need to comply with. The said
code(s) of conduct are placed before the Board for review so as to familiarize the
Directors withthe codes and ensure that the said code(s) are in conformity with the latest
laws, rules and regulations.
Disclosure: This familiarization process is uploaded on the official website of the
Company i.e https://ggautomotive.com/policies/ Review: The familarisation process shall be
reviewed at regular intervals to analyse if there is a need to amendthe same as may be
deemed necessary to keep the Directors of the Company informed of theoperations of the
Company vis-a-vis the latest developments vis-a-vis the laws and regulations asapplicable
on the Company for the time being in force.
24. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, andRegulation 17 of the Listing
Regulations, the performanceevaluation of the Board and its Committees were carriedout
during the year under review.
25. STATUTOY AUDITORS:
M/s. Mukesh & Associates, Chartered Accountants (FRN: 106599W) appointed as
Statutory Auditors of the Company in the 45th Annual General Meeting held on 29th August,
2019 hold office till the conclusion of the 50 th Annual General Meeting.
26. SECRETARIAL AUDITORS
The Company has appointed M/s. HSPN & Associates LLP (formerly known as HS
Associates), Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the
Company to carry out the Secretarial Audit for the Financial Year 2022-23 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section
204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
27. SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has appointed M/s. HSPN & Associates LLP
(formerly known as HS Associates), Practicing Company Secretaries; to conduct the
Secretarial Audit for the Financial Year 2022-23and their Report on Company's Secretarial
Audit is appended to this Report as Annexure I.
Auditors observation:
1. Pursuant to Regulation 31(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, major portion of the Promoters Shareholding is in Demat
Mode except 238732 ( Two Lac thirty eight thousand seven hundred thirty two only) Equity
Shares of Rs. 10 each constituting 90.72 % held by Promoters are yet to be dematerialized.
Directors Comments: The same is under process.
2. Company has complied with submission of Continual Disclosure of Shares in pursuant
to SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with
Regulation 6(2) for the financial year ended 31st March, 2023. However Ms. Bela Gajra had
made purchase during Trading window closure dated 02nd January, 2023, 07th
January, 2023 & 09th January, 2023.
Directors Comments: The same is taken care of for future.
28. COST AUDITORS
The provision of Cost Audit as per section 148 of Companies Act, 2013 and rule there
under is not applicable to the company.
29. COMMENTS ON STATUTORY AUDITOR'S REPORT:
Thereareno qualifications, reservations or adverse remarks or disclaimers made by
M/s.Mukesh & Associates, Statutory Auditors, in their report.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There are no Loans, Guarantees or Investment made by the Company under Section 186 of
the Companies Act, 2013.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), as prescribed in Form AOC 2 of the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013, is appended as- Annexure
III. All Related Party Transactions are presented to the Audit Committee and the
Board. A statement of all related party transactions is presented beforethe Audit
Committee specifying the nature, value and terms and conditions of the transactions.
32. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy, technology absorption, foreign exchange
earnings and out go, is required to be given pursuant to provision of Section 134 of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto
marked Annexure IV and forms part of this report.
33. CREDIT RATING
The company has been rated byInfomerics Valuation and Rating Pvt. Ltd, accredited
by Securities and Exchange Board of India (SEBI) and Reserve bank of India(RBI) for bank
facility and SME. The company has been awarded with ‘IVR BB+'for bank facility
34. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015, is annexed under Annexure V to this report.
35. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANY'S:
The Company operates as a single entity with no subsidiaries or Joint Venture or
Associate Companies as explained within the meaning of the Companies Act, 2013. Since the
company has no Joint Venture or Associate companies the company is not required to give
information in AOC-1 as required under Companies Act, 2013.
36. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013, the Company has appointed M/s Tanishq
Tharani & Co. internal auditors for the year to 2023-24 to conduct the internal audit
and to ensure adequacy of the Internal controls, adherence to Company's policies and
ensure statutory and other compliance through periodical checks and reviews.
37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The requirement of transfer of unclaimed dividend to Investor Education and Protection
Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does not apply to
the Company, for the year ended on March 31, 2023.
38. CORPORATE GOVERNANCE REPORT.
As per Schedule V Part C of Listing obligation and disclosure requirements, the
provision of corporate governance is not applicable to the Company as equity share capital
of the company does not exceed 10 crores and net worth of the Company does not exceed 25
Crore as on last previous Financial Year. Note As per Schedule V Part C [(10) (i)] of
Listing obligation and disclosure requirements, Company does not require to take
certificate of ‘Non- Disqualification of Director' from practicing Company Secretary.
39. INTERNAL FINANCIAL CONTROL:
The Company has inplaceadequateinternalfinancialControls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness
in the design or operation was observed.
40. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
41. PARTICULARS OF EMPLOYEES:
There are no employees in the Company, who if employed throughout the financial year,
were in receipt of remuneration, whose particulars if so employed, are required to be
included in the report of the Directors in accordance with the provisions of Rule 5(2) and
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
42. DETAILS OF MATERIAL AND SIGNIFICANT ORDER PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
43. CORPORATE SOCIAL RESPONSIBILITY
As per the regulatory requirement of Companies Act, 213 and Rules framed there
under, Corporate Social Responsibility is not applicable to the company. As such CSR
Committee has not been formulated.
44. RISK MANAGEMENT POLICY
Risk Management is the process of identification, assessment and prioritization of risk
followed by coordinated efforts to minimize, monitor, and mitigate the probability and/or
impact of unfortunate events or o maximize the realization of opportunities. The company
has laid down a comprehensive Risk assessment and minimization procedure which is reviewed
by the Board from time to time. Theseprocedure are reviewed to ensure that executive
management controls risk through means of properly defined framework.
45. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to report
their genuine concerns, details of which have been available on the Company's
website: https:// ggautomotive.com/policies/ .No instance under the whistle Blower
policy was reported during the financial year 2022-23.
46. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
The company has complied with the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013relating to the constitution
of Internal Complaints Committeeand other applicable provisions.During the financial year
under review, the Company has not received any complaints of sexual harassment from any of
the employees of the Company.
47. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business
transaction guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for Listed
Companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and amended from time to
time. of the Company at Thepoliciesare available on the official https://ggautomotive.com/
policies/
47. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.
No application has been made under Insolvency and Bankruptcy Code: hence requirement to
disclose the details of application made or any proceedings pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the Financial Year is not applicable to the Company.
The requirement to disclose the details of difference between amount of valuation done
at the time of onetime settlement and valuation done while taking loan from the Banks and
Financial Institutions along with the reasons thereof is also not applicable.
48. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation for the support which the
Company has received from its shareholders, promoters, lenders, business associates
including distributors, vendors and customers, the press and the employees of the Company.
|
By order of the Board of Directors of |
|
G. G. AUTOMOTIVE GEARS LIMITED |
|
Sd/- |
|
KENNEDY RAM GAJRA |
| Place : Dewas, Madhya Pradesh. |
MANAGING DIRECTOR |
| Date : 21st July, 2023 |
(DIN:02092206) |
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