G G Automotive Gears Ltd Directors Report.

To,

The Members,

G. G. AUTOMOTIVE GEARS LIMITED.

Your Directors have great pleasure in presenting 45TH ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2019.

1. FINANCIAL RESULTS:

(Rs. in INR)
Particulars Year ended
31.03.2019 31.03.2018
Profit Before Interest and Depreciation 9,93,35,534 8,02,25,441
Less: Finance Cost 2,36,37,667 1,60,65,998
Less: Depreciation 2,87,62,800 2,78,22,077
Profit before tax 4,69,35,067 3,63,37,366
Less: Current Tax 90,00,000 56,44696
Deferred Tax 19,79,642 43,80,321
Profit After Tax 3,59,55,426 2,63,12,350
Less: Foreign Exchange Fluctuation Gain - Unrealized (88,58,551)
Profit for the Year 3,59,55,426 1,74,53,799

2. FINANCIAL OPERATIONS & STATE OF AFFAIRS OF THE COMPANY:

During the year your Company has reported a total turnover of Rs. 54,73,91,446/- (Rupees Fifty-Four Crores Seventy-Three Lakhs Ninety-One Thousand Four Hundred and Forty-Six Only). However, the total expenditure incurred by the Company during the year under review amounted to Rs. 50,72,64,939/- (Rupees Fifty Crores Seventy-Two Lakhs Sixty-Four Thousand Nine Hundred Thirty-Nine Only)

During the year, due to Better and favorable market conditions your Company has reported an increased amount of net profit after tax of Rs. 3,59,55,426/- (Rupees Three Crores Fifty-Nine Lakhs Fifty-Five Thousand Four Hundred and Twenty-Six only) as compared to net profit of Rs. 1,74,53,799/- (Rupees One Crores Seventy-Four Lakhs Fifty-Three Thousand Seven Hundred and Ninety-Nine Only) in previous year. Your Directors are taking continuous efforts to increase the profits, turnover through aggressive sales campaign and increasing production capacities with the quality.

3. TRANSFER TO RESERVES:

There are no transfers to any specific reserves during the year.

4. DIVIDEND:

Your directors do not recommend dividend for the financial year ended 31st March 2019 with a view to conserve the resources use it for purchase of machines & expansion of divisions for better manufacturing facilities.

5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company does not have any subsidiaries as on 31st March, 2019 and hence not required to publish Consolidated Financial Statements.

6. 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).

7. NUMBER OF BOARD MEETINGS AND ITS COMMITTEES:

During the year under review, 9 Board Meeting were held.

8. COMMITTEES OF THE BORAD:

The Companys 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.

During the year there were in total 4 Audit Committee Meetings, 3 Nomination & Remuneration Committee and 4 Stakeholders Relationship Committee were held.

9. 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.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Kennedy Ram Gajra Re-Appointment as a Managing Director for A Period of Three Years with Effect From 1stJuly, 2018 to 30th June, 2021and payment of remuneration to Mr. Kennedy Ram Gajra as a Managing Director of the Company subject to approval of members in the ensuing General Meeting.

Mr. Pravin Kumar Shishodiya (DIN: 03011429) and Mr. Shailendra Ajmera (DIN: 02138042)re-appointed as a Non-Executive Independent Director of the Company for second term of 5 (Five) consecutive years for the period starting from 1stApril, 2019 to 31stMarch, 2024, subject to approval of members in the ensuing General Meeting.

The Independent Directors of your Company are not liable to retire by rotation. Shri Kennedy Gajra, Managing Director & CEO, Mr. Anmol Gajra, Wholetime Director, Shri. Narayan Shrivas, CFO and Ms. Shreya Thombre appointed as a Company Secretary of the Company w.e.f. 22nd June, 2018are 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).

During the year there is no change in the Composition of Key managerial Prsonnel of the Company except Appointment of Ms. Shreya Thombre as a Company Secretary w.e.f. 22nd June, 2018:

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 VI to this report.

11. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited, Mumbai. However, the trading of Shares has been suspended by BSE.

Your Company received Listing Approval for 10,77,267 (Ten Lakhs Seventy-Seven Thousand Two Hundred Sixty-Seven) Bonus Equity Shares kept in abeyance dated 23rd May, 2018 and subsequently Trading Approval dated 26th September, 2018 from Bombay Stock Exchange for trading said 10,77,267 (Ten Lakhs Seventy-Seven Thousand Two Hundred Sixty-Seven) Bonus Equity Shares kept in abeyance. The said shares also listed at Bombay Stock Exchange w.e.f. 27th September, 2018.

Further your company has already in progress to obtaining in-principle approval from Bombay Stock Exchange for Revocation of Company.

12. 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.

13. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby con firms.

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 sufficient care 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all 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.

15. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

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.

The said policy is available on the website of the Company under the following link https://www.ggautomotive.com/wp-content/uploads/2019/06/Nomination-Remuneratio-n-Policy.pdf.

16. COMMENTS ON AUDITORS REPORT:

There are no quali cations, reservations or adverse remarks or disclaimers made by M/s. Mukesh & Associates, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

17. STATUTOY AUDITORS:

M/s. S. C. Kabra & Co., Chartered Accountants having firm registration No. 000337C, vacated as a Statutory Auditor due to expired Validity of Peer Review Certi cate w.e.f. 14th August, 2018. M/s. Mukesh & Associates, Chartered Accountants (FRN: 106599W) appointed as Statutory Auditors of the Company in the Board Meeting held on 31st August, 2018 and subsequently take members approval by passing of Postal Ballot Resolution dated 15th November, 2018 to hold office till the conclusion of the ensuing annual general meeting.

" RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and other Rules framed thereunder, and pursuant to the recommendation of the Audit Committee of the Board of Directors, M/s. Mukesh & Associates., Chartered Accountants having firm registration no 106599W, Mumbai be and are hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) to the conclusion of Fiftieth AGM of the Company (Subject to rati cation of the appointment by the members at every AGM held after this AGM), on remuneration of Rs. 2,50,000/- (Two Lakhs Fifty Thousand Only) as mutually decided by the Board of Directors."

The resolution for their appointment is put forward for your approval in the ensuing Annual General Meeting.

18. 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.

19. 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 IV

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee specifying the nature, value and terms and conditions of the transactions.

20. 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 III and forms part of this report.

21. 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 Companys website: https://www.ggautomotive.com/whistleblower-policy.

22. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements 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 to this report under annexure no. VI.

23. SUBSIDIARIES/ JOINT VENTURES & ASSOCIATE COMPANYS:

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.

24. SECRETARIAL AUDITOR & REPORT:

The Board of Directors of the Company has appointed M/s. HS Associates, Practicing Company Secretary; to conduct the Secretarial Audit and their Report on Companys Secretarial Audit is appended to this Report as Annexure I.

Auditors Observation:

1. 100% Promoter Shareholding is not in demat from as per Regulation 31, of LODR.

Directors Comment:

1. The Company has in progress to demat Promoter Shareholding to be complied with laws.

25. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. S.N. Gadiya & Co., internal auditors for the year to 2019-2020 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

26. 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.

27. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within the Company, as there are no female employees in the Company.

28. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR G. G. AUTOMOTIVE GEARS LIMITED
SD/-
KENNEDY RAM GAJRA
Date: 27th July, 2019 (CHAIRMAN CUM MANAGING DIRECTOR)
Place: Dewas, Madhya Pradesh. DIN: 02092206