G G Engineering Ltd Directors Report.

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, 2017.

Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2017 is as summarized below:-

(In Lacs)

Particulars 2016-17 2015-16
Gross Turnover & Other Income 738.44 520.23
Profit before Interest, Depreciation & Taxation 26.17 23.45
Less Interest - -
Profit / (Loss) before Depreciation & Taxation 26.17 23.45
Less Depreciation 8.76 20.24
Profit / (Loss) before tax 17.41 3.21
Less Provision for Taxation (Incl. Deferred Tax) 0.60 1.17
Net Profit / (Loss) for the year 16.81 2.04
Add/ (less) Balance brought forward from previous 3.42 1.38
Balance Carried to Balance Sheet 20.23 3.42

1. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve Turnover of Rs. 738.44 Lakhs as compared to Rs. 520.23 Lakhs in the previous year. The revenue from operations for the year 2017 increased by 41.94% and Net Profit has decreased from Rs 114.34 Lakhs to Rs 16.81 Lakhs.

2. Conversion from Private Limited to Public Limited:-

Your Company was converted in to a Public Limited Company and consequently the name was changed to G.G. Engineering Limited vide fresh certificate of incorporation dated 3rd April, 2017 issued by Registrar of Companies, Mumbai, Maharashtra.

3. Capital Structure:-

The Authorised Share Capital of the Company is Rs 5,00,00,000 (Rupees Five Crores) divided into 50,00,000 (Fifty Lakhs ) Equity shares of Rs 10/- each.

During the year under review, the Company issued and allotted 300 Equity Shares of Rs. 10/- each on 28th December, 2016 on preferential basis. The Paid up Share capital of the Company is Rs. 3,06,03,000 (Rupees Three Crores Six Lakhs Three Thousand) divided into 30,60,300 (Thirty Lakhs Sixty Thousand Three Hundred) Equity shares of Rs 10/- each.

4. Dividend:-

Your Directors do not recommend any dividend for the year under review.

5. Reserve:-

The Company has transferred current years 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.

6. Directors:-

Mrs. Sangeeta Vinod Beriwal (DIN: 05251274) Director, retire from the Board by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Mr. Kamal Beriwal (DIN: 00310692) & Mrs. Rashi Gupta (DIN: 06997278) were appointed as Directors w.e.f. 21st November, 2016 and Mr. Satish Chand Gupta (DIN: 07731518) & Mr. Karan Mahesh Kapadia (DIN: 07722011) were appointed an Independent Directors w.e.f. 17th February, 2017.

During the year under review, Mr. Vinod Harmukhrai Beriwal (DIN: 01817948) appointed as Managing Director of the Company w.e.f. 17th February, 2017.

Mr. Narayana Gupta and Mr. Daman Gupta were resigned as Directors of the Company w.e.f. 15th October, 2016.

7. Directors Responsibility Statement:-

Your Directors state that:

a) In the preparation of the annual accounts for the financial year 2016-17, 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, 2017 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.

8. Auditor:-

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. M/S Goyal & Dedania, Chartered Accountants, Mumbai (Firm Registration No. 127312W), as the Statutory Auditors of the Company to hold office from the conclusion of Eleventh Annual General Meeting until the conclusion of next Annual General Meeting in the financial year 2017-18.

The Board of Directors recommended appointment of M/S Goyal & Dedania, Chartered Accountants, Mumbai (Firm Registration No. 127312W), as the Statutory Auditors of the Company from the conclusion of forthcoming Annual General Meeting till the conclusion of 12th 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.

9. Auditors Report:-

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

10. Subsidiary Company:-

As on 31st March, 2017 the Company does not have any Subsidiary Company.

11. 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.

12. Fixed Deposits:-

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

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

The particular as prescribed under sub-Section (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

14. 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.

15. 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

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

During the year ended March 31, 2017, Fifteen (15) Board Meetings were held. The dates on which the Board meetings were held are 30.05.2016, 23.07.2016, 01.10.2016, 04.10.2016, 15.10.2016, 21.11.2016, 02.12.2016, 09.12.2016, 10.12.2016, 12.12.2016, 16.12.2016, 28.12.2016, 23.01.2017, 27.01.2017 & 24.03.2017.

17. 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 in sub-Section(6).

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

Details of Loans, Guarantess and Investments made, if any are disclosed in Notes to Financial Statements for the year ended 31st March 2017.

19. Related Party 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.

20. Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - I to this Report.

21. 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.

22. Details in 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 accordances with managements 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.

23. 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 confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

On behalf of the Board of Directors,
For G.G. Engineering Limited
Vinod Harmukhrai Beriwal
Place : Mumbai,
Date : July 4, 2017