GTV Engineering Ltd Directors Report.

To,

The Members,

GTV Engineering Limited,

Your Directors take pleasure in presenting their 28th Annual Report together with the Audited Financial Statements for the year ended March 31st, 2019.

1. Financial Performance of the Company:

The Boards Report shall be prepared based on the stand alone financial statement of the company.

Particulars 2018-2019 (Rs. In Lacs) 2017-2018 (Rs. In Lacs)
Sales 6947.33 5053.49
Other Income 87.08 56.36
Profit Before Interest and Depreciation. 202.12 168.89
Finance Charges 14.67 19.85
Profit Before Depreciation & Tax 187.45 149.04
Provision for Depreciation 79.06 70.14
Net Profit Before Tax 108.39 78.90
Provision for Tax 24.96 21.11
Net Profit After Tax 83.43 57.78
Balance of Profit Brought Forward 1156.30 1099.91
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on Proposed Dividend - -
Transfer to General Reserve - -
Surplus Carried to Balance Sheet 83.43 57.78

2. Brief description of the Companys working during the year:

The Directors feel great pleasure in reporting that your company has been made overall good performance during the year. The turnover of the company during the year was Rs. 6947.33 lacs and Net profit after tax during the year is Rs. 83.43 lacs.

Companys Unit-I at Malanpur, (Atta Chakki Division) and Unit-II at Mandideep, (Fabrication Division), Power Mech Industries (Under Proprietorship of the company) are working well.

GTV Engineering Ltds major business is Hi-Tech Heavy Steel Fabrication & Machining Company working as sub-contractors for various Giant Engineering companies like BHEL / SIEMENS / ABB /METSO / ALSTOM / THERMAX / FLSmidth / GEBR. PFEIFFER / L&T-MHPS /HOWDEN/ XYLEM etc. and is engaged in the execution of several Infrastructural Projects (Power /Mineral / Cement / Railways & Metros projects).

3. Change in the nature of the business, if any:

The Company doesnt changes the nature of business during the financial year 2018-2019.

4. Dividend:

The Company has not declared any dividend during the Financial Year 2018-2019 for the further expansion plan.

5. Transfer to Reserve:

The Board has recommended that the Current year profit that is Rs. 83.43 lacs is transferred to profit and loss account.

6. Share Capital:

The paid up Equity Share Capital as on 31st March, 2019 was 312.38 Lakhs divided into 31.23 Lakhs Equity Shares of Rs. 10/- each.

Issue of Shares with Differential Rights

The Company under the provision of section 43 read with rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 (Chapter IV) has not issued any shares with differential rights during the financial year 2018-2019.

Issue of Sweat Equity Shares

The Company under the provision of Section 54 read with rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the financial year 2018-2019.

7. Board of Directors and Key Managerial Personnel:

The Company has 6 (Six) Director comprising of three Executive Directors and remaining three as Independent Director on the Board.

Mr. Gaurav Agrawal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Independent Directors

At the Annual General Meeting (AGM) of the company held on 24th Sept, 2015 the Members had appointed the independent directors namely; Mr. Shyam Sarup Kohli (DIN: 07190012) for a period of 5 years with effect from 14th August, 2015 and at the AgM held on 12th September, 2018 members had also appointed Mr. Dharmendra Bharadwaj (DIN: 08245464) and Mr. Mukesh Metho (DIN: 08245465) as an Independent Directors under the Companies Act, 2013 for a period of 5 years with effect from 12th September, 2018.

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 of SEBI (LODR) Regulations, 2015. Your directors satisfy about their independency.

Women Director

The Company is having Mrs. Darshna Agrawal (DIN: 07429914) as Director w.e.f 11th February, 2016 and has been categorized as women Director and is complied with the provision of appointment of women director in the company.

Key Managerial Personnel

The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief Financial Officer w.e.f. 10th January, 2015 and Mr. Ankit Rohit as a Company Secretary and KMP w.e.f. 11th May, 2016.

8. Particulars of the employee:

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules, 2014.

9. Meetings:

During the year Eleven (11) Board Meeting and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervention gap between the meetings was within the period prescribed under the Companies Act.

10. Board Evaluation:

Pursuant to the provision of the companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Director individually and as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried has explained out in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company at the meeting in which they are appointed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is forming part of this report as Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A). Ratio of the Remuneration of each Executive Director to the median employees Director to the median employees.

S. No Name of Director Designations Ratio of Remuneration of each Director to median remuneration of employees. Percentage Increase in Remuneration
1. Mr. Mahesh Agrawal Managing Director 20.8:1 N.A
2. Mrs. Darshana Agrawal Director - N.A
3. Mr. Gaurav Agrawal Director 8.33:1 N.A

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase for non-executive directors remuneration is not considered for the aforesaid purpose.

B). The Company has 23 permanent employees on the rolls of the company as on 31st March, 2019.

C) . The Managing Director and Executive Directors are not paid any variable component of

remuneration. The fixed remuneration of Rs. 42 lacs per annum is paid to the Directors.

D) . Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not

Directors but receive remuneration in excess of the highest paid director during the year: The Managing Director is the highest paid director. No employee has received remuneration higher than the Managing Directors.

13. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company does not have any Subsidiary/Joint venture/Associate Companies.

14. Auditors:

The Auditor M/s. Patel Verma and Associates (Firm Registration No: 009108C ) being ratified by the members at the ensuring Annual General Meeting and being re-appointed for the period of three years from the conclusion of this Annual General Meeting until the conclusion of the 31st Annual General Meeting of the Company.

15. Auditors Report:

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, KMS & Associates (Practicing Company Secretaries) have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. Internal Audit & Controls:

The Company continues to engage its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk management policy:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. Policy for Preservation of Documents:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for preservation of Documents /Records maintained by the Company either in Physical Mode or Electronic Mode. The Preservation of Documents Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for preservation of documents link

21. Policy of Determination of Materiality:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of materiality for disclosure of events or information to Stock Exchanges, based on the criteria specified in the said Regulation. The Policy for Determination of materiality has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for Determination of Policy link.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III.

23. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes occurred subsequent to the close of the financial year of the Company relating to settlement of tax liabilities, operation of patent rights, and depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets during the financial year.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future: N.A

25. Deposits:

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of deposit during the year 2018-2019.

26. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of the investments made by company is given in the notes to the financial statements.

27. Particulars of contracts or arrangements with related parties:

The Company has not engaged in any contract or arrangements with related parties during the financial year.

28. Corporate Governance Certificate:

The Compliance certificate from M/s. Patel Verma and Associates, Chartered Accountants, regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulations, 2015 is annexed with the report.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy:

Your Company continues to give priority for conservation of energy on an ongoing basis keeping in view a nation concern for energy conservation.

• Energy conservation measures taken: Capacitor banks have been installed in series with MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard valves to reduce the power losses.

• Total energy consumption and consumption per unit of production:

Current Year 2018-2019 Previous Year 2017-2018
A. Power and Fuel Consumption
• Electricity purchased
Unit (KWH in Lacs) Total Amount (Rs. In 10.99 8.12
Lacs) 97.25 78.62
Rate/kwh (In Rs.) 8.85 9.69
Own generation (Units) 0.00
Through diesel 0.00
generator 0.00 Ltrs
Cost / Unit (Rs.) 0.00 Ltrs 0.00
• Coal Qty (Tonnes) 0.00
Total Cost (Rs. In Lacs) N.A
Average Rate(Rs.) N.A N.A
• Others N.A
B. Consumption per Ton of
Production. 67.230 KWH 70.908 KWH

(b). Technology absorption

Research & Development: Internal efforts for the improvement of weld quality & productivity. Expenditure on R & D: No separate expenditure.

Technology absorption, adaptation and information Technology Imported: N.A Future Plans: N.A

(c). Foreign exchange earnings and outgo

During the year no foreign exchange was used and earned by the company.

30. Human Resources:

Your company treats its "human resources" as one of its most important assets.

Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

A number of programs that provide focused people attention are currently underway. Your company trust is on the promotion of talent internally through job rotation and job enlargement.