g g dandekar machine works ltd share price Directors report

Note: Consolidated results show the companys share in the net profit of the associate company,viz. Navasasyam Dandekar Private Limited. DIVIDEND

Considering the Companys financial performance, growth plans and related funding requirements, your Directors do not recommend any dividend for the financial year 2022-23.

G. G. Dandekar Machine Works Limited (The Company) is addressing real estate business.

The Company during the year under review purchased pre-leased commercial property at prime location in Pune city. The property is generating steady lease rental income for the company.

Considering the developments in the economic and commercial environment, the Company has diversified into real estate and leasing of property business by making modification in the object clause of Memorandum of the Company. The change in the object clause in the previous financial year helped the company in securing moderate to lucrative business opportunities. The change will help in generating steady returns over the long term, which shall ensure consistent value creation for the members of the company. The Company foresees appreciation in the value of land and real estate based on the rise in demand for real estate spaces, which may positively impact the financial performance of the Company.

The company has an associate company which was formed as joint venture company with subject experts who brought in with them rich industry experience in non-rice segment. The associate company has shown positive results and gains for the company. It has helped company to graduate from rice milling machinery business to various other grains, legumes, and spices etc.

At the beginning of the year, the Company was operating in 2 verticals namely manufacturing of machinery and commercial real estate.

During the year since 20 February 2023, the Board of Directors of the company decided to discontinue the manufacturing activities at Butibori plant in Nagpur.

The Company now operates in one vertical commercial real estate - leasing of property.

Despite the three shocks of COVID-19, Russian-Ukraine conflict and the Central Banks across economies led by Federal Reserve responding with synchronized policy rate hikes to curb inflation, leading to appreciation of US Dollar and the widening of the Current Account Deficits (CAD) in net importing economies, agencies worldwide continue to project India as the fastest-growing major economy at 6.5-7.0 per cent in FY23.

Indias economic growth in FY23 has been principally led by private consumption and capital formation and they have helped generate employment as seen in the declining urban unemployment rate and in the faster net registration in Employee Provident Fund. Moreover, Worlds second-largest vaccination drive involving more than 2 billion doses also served to lift consumer sentiments that may prolong the rebound in consumption. Still, private capex soon needs to take up the leadership role to put job creation on a fast track.

The following were some of the highlights of state of Indian Economy during FY 2022-23:

• Recovering from pandemic-induced contraction, Russian-Ukraine conflict and inflation, Indian economy is staging a broad-based recovery across sectors, positioning to ascend to the pre-pandemic growth path in FY23.

• Private consumption in H1 is highest since FY15 and this has led to a boost to production activity resulting in enhanced capacity utilization across sectors.

• The Capital Expenditure of Central Government and crowding in the private Capex led by strengthening of the balance sheets of the Corporate is one of the growth drivers of the Indian economy in the current year.

• The credit growth to the MSME sector was over 30.6 per cent on average during Jan-Nov 2022.

• Retail inflation is back within RBIs target range in November 2022.

• Indian Rupee performed well compared to other Emerging Market Economies in Apr-Dec2022.

• Direct Tax collections for the period April-November 2022 remain buoyant.

• Enhanced Employment generation seen in the declining urban unemployment rate and in the faster net registration in Employee Provident Fund.

• Indias GDP growth is expected to remain robust in FY24. GDP forecast for FY24 to be in the range of 6-6.8 %.

Real Estate is one of the industries with the highest international recognition. It is divided into four sub-sectors: residential, retail, hotel, and commercial. The expansion of this sector is largely supported by the expansion of the business environment and the need for office space, as well as urban and semi-urban housing.

The Indian real estate market is growing at a rapid pace. It is expected to increase to US$ 1 trillion in 2030 from US$ 200 million in 2021, making it the third largest globally. The real estate sector contributed around 7% to Indias GDP in FY 2018-19, and its share is expected to advance to about 13% in 2025. The sector has robust forward and backward linkages with core sectors of the economy, namely, steel, cement, and other building materials, which directly/indirectly impacts 270 industries.

The commercial real estate market in India is well organized and highly competitive. Rising economy, digitalization, growth in the IT/ ITeS sector and varied government reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher demand for the commercial real estate space. Global investment poured in as the government relaxed FDI norms, promoting the development of malls and other organized retail spaces. At the same time, the digital economy and e-commerce attributed to a demand for coworking office spaces, smart warehousing, and logistics hubs.

The demand for commercial real estate has increased as a result of the booming economy and the returning workers to offices, as was previously said however with another issue that is becoming more significant is the rise of co-working spaces. Innovative office space ideas, business-friendly efforts and top-notch amenities for tenants are further factors driving the increase indemand.

Due to the removal of limits connected to the pandemic, vacancies in Grade A offices are now returned to being stable compared to the previous two years. JLL predicts that due to rising demand, the Grade A office market would reach 1.2 billion square feet by 2030.

Commercial real estate leases are typically long-term, and every three years, the rental rate increases by 15%, making it profitable for developers. This has fueled the creation of a number of new office space projects that are currently under construction and will be open soon.

Threat related real estate industry include following amongst others:

1. Political uncertainty - the change in leadership affects heavily the taxation system which has link to the real estate sector. When the political scenario changes leadership economic environment gets influenced. A war between the countries may affect the real estate industry.

2. Interest rates- when interest rates rise, it has firm impact on real estate markets. This rise will reduce the demand amongst the customers.

3. Economy and affordability - when the economy goes down, the affordability of the potential customer also goes down which in turn affects the growth of real estate industry.

4. Natural disaster-When natural disaster occurs, it affects thereal estate industry adversely.

In the year 2022-23, the Company has purchased pre-leased commercial property in Pune which is a rapidly developing city and counted among the best urban infrastructure in India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and Urban Affairs in India. It was ranked highest among all Indian cities by Mercers 21st Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita income. The citys real estate sector growth is driven by IT, education, automobile, and manufacturing sectors. Indias Smart Cities Mission has driven the growth of Punes urban infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over eight years for establishing metro rail links, a new airport terminal, and a ring road.

Your company operates in 1 segment only with effect from 20 February 2023- real estate leasing of property

Commercial Real Estate in India:

Indias commercial real estate market has been steadily growing, and the rise of small and medium real estate land developers and a segment of institutional capital has acted as a catalyst for the sector. Additionally, the development of robust office infrastructure has increased the countrys economic activity, creating opportunities for real estate-focused startups.

Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong presence in the IT, manufacturing, and automobile industries. It is home to many large corporations, including Amazon, TATA, and Infosys, making it an ideal location for commercial real estate investments.

The demand for commercial property in Pune for sale is rising. With upcoming properties offering a range of options for investors. From commercial shops for sale in Pune to large office spaces, there are plenty of opportunities to tap into. Real estate Pune developers also focus on building robust office infrastructure to meet the growing demand from occupiers.

Indias population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban areas. Indias urban population is expected to grow from 35% in 2022 to 39% by 2036, driving the growth of the real estate sector. India has more than 50% of the population below the age of 25 and more than 65% of the population below the age of 35. This demographic advantage is expected to translate into increased real estate demand.

The Government of India allowed FDI up to 100% in the Indian real estate sector, which is expected to attract increasing investments.

The pandemic-infused trends coupled with low-interest rates, affordability, and other favorable factors harnessed the positive sentiments in these markets resulting in growing property sales.

The Company has commenced business of leasing of property in the FY 2022-23. Though this business in the evolving stage, following risks are identified:

• Geographic risk - The Companys focus on a few areas could affect growth.

• Funding risk -It did not have any borrowings till Q1 of FY 2022-23. The Company has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August 2023. The Company has a strong debt-equity ratio.

• Competition risk - The Companys expertise in project planning and execution, along with the expertise of its directors, makes it an ideal choice. We are looking at a development offering that includes commercial spaces in real estate segment.

Your Board is conscious of these risks and will take adequate measures to mitigate the risks before considering any further investments in development of projects.

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

During the financial year under review, your company has achieved turnover of Rs. 250.89 Lakhs (previous year NIL). The Loss before exceptional items and tax for the period is Rs. (83. 92)Lakhs (as against Profit of Rs. 1,808.28Lakhs during FY 2021-22). The net loss for the period is Rs.(430.09) Lakhs (as against net profit Rs. 1645.31 Lakhs during FY 2021-22).

Consolidated (Includes PAT of Associate Company proportionate to Company share):

During the financial year under review, your company has achieved turnover of Rs. 250.89 Lakhs (previous year NIL). The loss before exceptional items and tax for the period is Rs. (83. 92) Lakhs (as against profit of Rs. 1,808.28Lakhs during FY 2021-22). The net loss for the period is Rs. (310.51) Lakhs (as against net profit Rs. 1,648.16 Lakhs during FY 2021-22).

During the year under review, the Executive Director, the CFO and compliance officer resigned from their posts and new candidates joined these positions. The Company seeks to recruit and retain quality industry professionals and provide them with a performance oriented environment.

During the financial year, total workforce of the Company stands at 4.

The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

The annual listing fees for the year under review have been paid to BSE Limited, where your Companys shares are listed.

As on 31st March 2023, the Company has consolidated the accounts by taking into consideration the financials of Navasasyam Dandekar Private Limited, an associate company of the Company.

There are no companies that have become or ceased to be subsidiaries, joint ventures, or associate companies of the Company during the year.

The Board presents Audited Standalone & Consolidated Financial Statements as prepared in compliance with the Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratios, along with detailed explanation therefore:

Details of significant changes, i.e., change of 25% or more, as compared to the immediately previous Financial Year in key financial ratio, along with detailed explanation therefore:

Note: Last year figures are re-grouped/updated as necessary.

* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule III of the Companies Act 2013. Previous year numbers are restated accordingly.

There are no sector specific equivalent ratios for disclosure by the Company.

During the year, the Company borrowed sum of Rs. 4,70,000/- (Rupees Four Crore Seventy Lakhs Only) from the Axis Bank Ltd. during the quarter July-September 2022.

Details of change in Return on Net Worth as compared to the immediately previous Financial Year are as follows:

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2021-22 is available on the web-link http://www.ggdandekar.com/wp- content/uploads/2023/04/Annual-return-Form_MGT_7-FY-21-22.pdf and the Annual Return for Financial Year 2022-23 will be made available on the website of the Company - www.ggdandekar.com once it is filed with the MCA.

During the year under review, Nine (9) Meetings of the Board of Directors were convened and held on 06 April 2022, 30 May

2022, 28 June 2022, 08August 2022, 12 August 2022, 25 August 2022, 10 November 2022, 06 February 2023 and 20 February

2023. The intervening gap between the Meetings was within the period prescribed under the Act.

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors Responsibility Statement, your Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed and there were no material departures from the applicable accounting standards;

b) accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Further judgments and 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 2023 and of the loss of the Company for the year ended on that date;

c) proper and 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 and detecting fraud and other irregularities;

d) the Annual Financial Statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Act and Regulation 16(1)(b)& 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company has also received declarations from all the Independent Directors of the Company confirming that they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The said Code is available on the Companys website.

All the Independent Directors of the Company have enrolled themselves in the data bank with the Indian Institute of Corporate Affairs, New Delhi, India and eligible Independent Directors have completed the proficiency test.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has adopted a policy that lays guidelines for selection and appointment of Directors, Key Managerial Personnel and Senior Management personnel together with their remuneration. The Nomination and Remuneration Policy is available on the website of the Company which can be accessed at http://www.ggdandekar.com/wp-content/uploads/2023/05/Nomination-and-Remuneration-Policy_GGD.pdf

As per the provisions of Section 139 of Companies Act 2013, M/s C N K J M B S& Associates, Chartered Accountants, Pune was appointed in the 80th AGM held on 27.09.2019 for a period of five years. The tenure of the

Auditors would be completed on the conclusion of the 85thAnnual General Meeting as contemplated by the provisions of Section 139 of the Companies Act, 2013.

The Company has received necessary certificate from the Statutory Auditors as required under Section 139(1) of the Companies Act, 2013 stating that their appointment is in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Partner - Kanj & Co LLP, Practicing Company Secretary (Membership No. FCS No. 2412 CP No. 1488) to undertake Secretarial Audit of the Company.

As per the provisions of Section 148 of the Companies Act, 2013 and Rules made thereunder, the Company is not required to maintain cost records and appoint cost auditor.

As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable rules, the Company has appointed CAAditya Pathak, Proprietor of M/s A. N. Pathak and Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.

There are no qualifications, reservations, or adverse remarks or disclaimers made by M/s. C N K J M B S & Associates, Statutory Auditors, in their Audit report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules thereof including amendments thereunder.

The Secretarial Audit Report submitted by Company Secretary in Practice according to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part of this report as Annexure I.

Mr. Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has provided the observation/remark which is self-explanatory.

The following table shows the qualifications, reservations, or adverse remarks or disclaimers made in the Secretarial Audit Report for FY 2022-23 and the response of the management to the same:

Your Company has not given any loan or guarantee or security as contemplated by Section 186 of the Companies Act, 2013. Your Company has made investment in property during the financial year under review. Your company purchased following commercial property in Pune:

Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq. ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8+13, CTS no. 1409+1410 Erandwane, Pune 411004.

Company has sold following investments in shares during the year under review

*Note: Values of sale proceeds are given net of brokerage.

The Company has received payment against sale of shares as mentioned above. The profit earned by the Company from sale of investment was Rs. 79.23 Lakhs.

The contracts or arrangements entered into by the Company with Related Parties during the financial year 2022-2023 were at arms length and in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015including amendments are applicable to the Company for FY 2022-23 as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on Related Party Transactions as adopted by the Board is uploaded on the Companys website. The disclosures as per IND-AS 24 for transactions with related parties are provided in the Financial Statements of the Company.

Discussion on the state of Companys affairs has been covered in the Management Discussion and Analysis Report.

Particulars of the amounts proposed to be carried to reserves have been covered in Notes to the financial statements of the company.

The approval from the Registrar of Companies to the change in name in under processing as on date of signing this report.

Sale of Assets:

Your Company has sold the following assets.

There was no material change in real estate activities between the date of balance sheet and date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134 (3) (m) of the Act read with Rules there under, the report regarding conservation of energy, technology absorption is annexed herewith as Annexure II

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through risk mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company from time to time.

As on 31st March 2023, net worth of the Company is 51.08 crores which is not more than Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more than Rs. 5 crore. The provisions of section 135 of the Companies Act, 2013 are non-applicable to the Company for FY 2023-24. The Board of Directors of the Company constituted the Corporate Social Responsibility committee on 30 May 2022 however, it was not required to spend any amount on CSR activities in FY 2022-23.

Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013annual performance evaluation of Directors as well as of the Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors.

The manner in which the evaluation has been carried out is provided below.

Criteria for performance evaluation:

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of Directors. The annual evaluation of Directors is made on the following criteria:

i. Attendance for the meetings, participation and independence during the meetings;

ii. Interaction with Management;

iii. Role and accountability of the Board and

iv. Knowledge and proficiency.

Your Company has an associate company Navasasyam Dandekar Private Limited (NDPL). Your company holds 49% of equity share capital in the Associate Company.

The Company has received audited financial results of the associate company (Navasasyam Dandekar Private Limited) for the year 2022-23 and profit after tax is consolidated with the companys financial results in proportion of companys shareholding in associate company. Associate company has clocked a turnover of Rs. 3146.54 Lakhs in the financial year ended on March 31st 2023 (previous year Rs. 1897.10 Lakhs), profit before tax is Rs. 291.83 Lakhs (previous year Rs. 8.92 Lakhs) and profit after tax is Rs. 236.22 Lakhs (previous year Rs. 3.65 Lakhs).

On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company & was allotted 14,989 nos, 6% Compulsorily Convertible (Non-Cumulative) Preference Shares of NDPL having face value of Rs.100/- per share at premium of Rs. 2,435.28/- per share aggregating to Rs. 380.01 Lakh.

During the year under review, there has been change in the nature of business from operating in manufacturing activities and real estate leasing activities to operating only in real estate leasing activities. The manufacturing activities at Butibori Plant, Nagpur were discontinued from the closing of business hours 20 February 2023.

As a result of discontinuation of manufacturing activities, the Company currently has commercial real estate only as its operations.

Your Companys equity shares are available for dematerialisations through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2023, 96 % of the equity shares of the Company were held in dematerialised form.

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies Act, Mr. Pranav Deshpande (DIN: 06467549) will retire by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The resolution seeking Members approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment at the ensuing AGM.

During the year under review, Mr. Mangesh Joshi (DIN: 07244555) Resigned as an Executive Director w.e.f. 06.04.2022. The Board places on record its sincere appreciation and gratitude for his contribution during his tenure as Executive Director of the Company. He also ceased to a member of Stakeholders Relationship Committee of the Board of Directors.

Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Pranav Deshpande (DIN: 06467549) was appointed as an Additional Director and designated as an Executive Director & Key Managerial Personnel w.e.f. 06.04.2022 for 3 (three) years. The company has approved these appointments vide an ordinary resolution and a special resolution respectively passed through postal ballot on 03.07.2022.

During the year under review, Ms. Sayali Yengul tendered her resignation w.e.f. 19.07.2022 as Company Secretary and compliance officer (Key Managerial Personnel) and Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Ms. Ashwini Paranjape was appointed as Company Secretary and Compliance officer (Key Managerial Personnel) w.e.f. 10.11.2022.

During the year under review, Mrs. Anagha Kulkarni resigned as Chief Financial Officer & Key Managerial Personnel of the Company w.e.f. 22.11.2022 and Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Pankaj Parkhi was appointed as Chief Financial Officer & Key Managerial Personnel of the Company w.e.f. 06.02.2023.

During the year under review Mr. Saurabh Patwardhan, Independent Director resigned w.e.f. 06.02.2023 due to professional and family commitments. The Company has received confirmation from Mr. Patwardhan that there is no other material reason for his resignation other than those mentioned in his resignation letter dated 06.02.2023. The resignation letter & confirmation letter were filed with BSE Limited on 06.02.2023.

The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Sanket Deshpande (DIN:03383916) and Mr. Rahul Kothari (DIN:09827124) as the Independent Directors w.e.f. 06 February 2023. The appointment of Mr. Sanket Deshpande and Mr. Rahul Kothari as Independent Director(s) was approved by the members of the Company at the Extra-Ordinary General Meeting held on 05 May 2023.

The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the Independent Directors appointed during the year, fulfil the conditions specified in the Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and experience (including the proficiency) and they are persons of high integrity so as to enable the Board to discharge its functions and duties effectively.

Your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time, from the public, or its employees, etc. during the year under review.

The Company has not received any significant or material order from Regulators, Courts or Tribunals during the year, which may impact the Going Concern Status or the Companys operations in future.

The Company has neither made application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

Your Company has in place the following Committees under the provisions of the Companies Act, 2013. There are currently four committees of the Board, namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The composition of the above Committees of the Board is available on the website of the Company at the link http://www.ggdandekar.com/about-u/

During the year under review, the Board has accepted all the recommendations given by the Committees of the Board, which are mandatorily required.

The relevant information pursuant to Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at Annexure III to this report.

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism (the Policy). This Policy provides a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or leakage of Unpublished Price Sensitive Information (UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations or any other instance.

No person has been denied access to the Audit Committee in this regard. There were no complaints filed / pending with the Company during the year.

The policy has also been uploaded on the Companys website. Web-link to access the same is below: http://www.ggdandekar.com/wp-content/uploads/2023/05/Whistle-Blower-Policy_GGD.pdf FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Further copies of Code of Conduct for the Board of Directors and Senior Management of the Company, Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and Immediate Relatives of Designated Persons of the Company, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company (Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made available to Independent Directors at the time of joining.

The details of the familiarisation program have been put on the website of the Company which can be accessed at http://www.ggdandekar.com/wp-content/uploads/2023/02/Familiarization-programme-for-independent-directors.pdf

The Company has laid down a Code of Conduct for all the Board members and Senior Management Personnel. The Code of Conduct is available on the Companys website, which can be accessed at http://www.ggdandekar.com/wp- content/uploads/2023/04/Code-for-Board-of-Directors-Senior-Management_GGD-30.05.2022.pdf

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. A declaration to this effect signed by the Executive Director forms part of this Report.

The Company has obtained Directors and Officers liability insurance coverage in respect of any legal action that might be initiated against Directors / officers of the Company.

A cash flow statement for the year ended 31st March 2023 is attached to the Balance Sheet as a part of Financial Statements. CORPORATE SOCIAL RESPONSIBILITY

The Company has formed CSR committee however, the provisions of section 135 read with Schedule VII of the Companies Act, 2013 related to spending a prescribed amount on CSR activities was not applicable during the year under review.

As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (I) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

As per Standalone Audited Financial Statements as on 31st March 2022, the paid-up capital of the Company is Rs. 47,61,387/- and the Net worth is Rs. 35,20,44,314/-. Hence, the above regulations became applicable to the Company for FY 2022-2023.

In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a Compliance Certificate issued by a practicing company secretary is attached and forms part of the Annual Report.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received during the year 2022-23.

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

The particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder, forms part of this report.

There were no instances of receiving remuneration or commission by a Managing or Whole-time Director of the company from its holding or subsidiary company during the FY 2022-23 requiring the disclosure under section 197(14) of the Companies Act, 2013.

The Company has not issued any shares with differential voting rights or Sweat Equity shares or shares under ESOP. The Company has not provided any money to its employees for purchase of its own shares hence the company has nothing to report in respect of Rule 4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees, and bankers, during the year under the report.

Place: Pune Date: 08 August 2023

Executive Director DIN: 06467549

Independent Director DIN: 06669485