The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2024.
FINANCIAL RESULTS AND OPERATIONS
The financial performance for the year ended March 31, 2024 is summarized below:
(Amount in Lakhs)
Particulars
On Standalone basis, in Financial Year 2023-24, our revenue from operations increased to 21530.43 Lakhs as compared to 11082.83 Lakhs in the last year. The Company has a profit of 710.47 Lakhs on standalone basis as compared to profit of 792.83 Lakhs in previous year.
CHANGE IN NAME OF THE COMPANY
During the year under review, there was no change in the name of Company.
CREDIT RATING
No credit rating was required to be obtained by the Company during the financial year under review.
CHANGE IN REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER
Considering the fact that the Directors of the Company manages and controls the business operations of the Company from the state of Delhi and in order to exercise better administrative and economic control and enable the Company to rationalize and streamline its operations as well as the management of affairs, the Board of Directors of the Company has recommended to shift the Registered Office of the Company from the State of Maharashtra to the State of Delhi. Such a change would enable the Directors to guide the Company more effectively efficientlyand also result in operational and administrative convenience and accordingly, members approval was obtained by way of passing Special Resolution on May 29, 2022 and necessary application was made to Regional Director, Western Region, Ministry of Corporate Affairs. The order of Regional Director is still pending.
CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business during the financial year under review.
BUSINESS OVERVIEW & FUTURE OUTLOOK
Detailed information on the Company’s Business overview and future outlook is incorporated in Management Discussion and Analysis forming part of the report.
STATE OF COMPANY’S AFFAIRS
iv.
Change in the Registrar and Share Transfer Agent (RTA) of the Company
There was no change in the RTA of the company.
vi.
Developments, acquisition and assignment of material Intellectual Property Rights
There were no Developments, acquisition and assignment of material Intellectual Property Rights.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your
Company’s performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.
SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE
The company has disposed off equity investment in associate company i.e. Teamo Productions HQ Limited during the year, as investments of the company has reduced from 24.82% to 4.00% accordingly such entity cease to exists as associates of G G Engineering Limited. There is no Joint Venture and Subsidiary of GG Engineering Limited.
BOARD OF DIRECTORS
Your Company’s Board consists of learned professionals and experienced individuals from different fields. your Board comprises of Six Directors amongst whom, two are executive, one is Non-Executive Non-Independent and three are independent Directors including one Women independent Director on the Board. Mr. Anshu Jain was appointed as an Additional Director of the company w.e.f September 2,2023.Further he was also appointed as Whole Time Director and Chief Executive Officer period of 5 years(Commencing from September 2,2023 to September 1,2028).
Mr. Kamal Beriwal resigned from the directorship of company w.e.f September 2,2023.
Nitin Bansal has tendered his resignation as a Non-Executive Independent Director of the company with effect from June 13,2023 along with membership in various committees, where he is a member.
Post closure of financial year 2023-24 Mr. Ram Manorath Gupta was appointed as Additional Director of the Company w.e.f June 24,2024.
Further, Mr. Anshu Jain resigned from the position of Whole Time Director & CEO of the Company due to personal reasons with immediate effect i.e June 24,2024. During the year, the Board of the Company met Twelve (12) times on April 19, 2023, July 5,2023, July 20, 2023, August 4, 2023, September 2, 2023, September 20, 2023, October 30, 2023, December 14, 2023, December 29, 2023, January 18, 2024, January 22, 2024, February 12, 2024.
The number of Board Meetings and the attendance of Directors as well as their attendance at the Last AGM held on September 29,2023, are as mentioned below:
Name of Director
Designation
DECLARATION OF INDEPENDENCE
The Board of Director consist of 3 Independent Directors:
The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1) (c) of the Listing Regulations and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence as an Independent Director of the Company.
Independent Directors and there being no doubts as to veracity of the TheBoardconfirms same, places the same on record.
COMPLIANCE WITH CODE OF CONDUCT
All the Directors and senior management personnel have affirmed and complied with the code of conduct formulated by the Company.
KEY MANAGERIAL PERSONNEL
In terms of provisions of Section 203 of the Companies Act, 2013, during the year ended March 31, 2024, following changes took place in Key Managerial Personnel (KMPs)of the Company: i. Ms. Meghna Kashtwal resigned as Company Secretary of the Company w.e.f June 24, 2023 and Mr. Sandeep
Somani was appointed in her place w.e.f. July 05, 2023; ii. Mr. Prakash Kukreja resigned as Chief Financial Officer of the Company w.e.f. August 31, 2023; iii. Mr. Virender Sharma was appointed as Chief Financial Officer w.e.f. September 02, 2023.
BOARD COMMITTEES
In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee.
Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.ggelimited.com.
The composition as well as changes in their composition, if any, during the year and the number and dates of meetings of such committees held during the year are covered in Corporate Governance Report which forms part of Annual Report for the Financial year 2023-24.
BOARD EVALUATION
In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carries out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of criteria specified by the Nomination and Remuneration Committee as per the policy adopted by the Board of Directors of your Company.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of Section 178(1) of the Companies Act, 2013 recommended to the Board of Directors your
Company a policy on Directors’ appointment and remuneration including criteria for determining qualifications positive attributes, independence of a Director and other matters. The said policy is approved by the Board of Directors is uploaded on the Company’s website at www.ggelimited.com.
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THIS REPORT
The Board of Directors of the Company, in their meeting held on 5th July 2024, has considered and approved the Scheme of Arrangement for Amalgamation of G G Engineering Limited ("Transferor Company"/ "the Company") with Integra Essentia Limited ("Transferee Company") ("Scheme"), on a going concern basis, under the provisions of section 230-232 of the Companies Act, 2013 and the Rules made thereunder.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that: i. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards had been followed with proper explanation relating to material departures; ii. theyhaveselectedsuchaccountingpoliciesinconsultationwithStatutoryAuditorsandappliedthemconsistently 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 March 31, 2024 and of the profit and loss of the company for the Financial Year; iii. theyhavetakenproperandsufficient care, to the best of their knowledge and ability, 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 frauds and other irregularities; iv. The annual accounts of the Company have been prepared on a going concern basis. v. 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. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors’ Report.
CAPITAL STRUCTURE
During the year under review, following changes took place in the capital structure of the Company: i. Nominal value of equity share of the Company was Rs. 1/- (One) per share. ii. Rights Issue:
The Company issued 49,88,20,215 equity shares on rights basis for which allotment was made on August
4, 2023, pursuant to which the paid-up share capital of the Company was increased from Rs. 38,06,78,585/- (Rupees Thirty-Eight Crore six Lakh Seventy-Eight Thousand Five Hundred) to Rs. 87,94,98,800/- (Eighty-Seven
Crore Ninety-Four Lakh Ninety Eight Thousand & Eight Hundred Only iii. Preferential Issue:
Pursuant to the members’ approval obtained at the 17th Annual General Meeting held on September 29, 2023 by means of passing a Special Resolution and ‘In-Principal Approval’ obtained from the Stock Exchange i.e. BSE Limited, the Board of Directors of the Company in their meeting held on Thursday, December 14, 2023, considered and approved, allotment of 75,00,00,000 (Seventy Five Crores only) fully Convertible Warrants (‘Warrants’), carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to ‘Promoter and Non-Promoter, Public Category’ on preferential basis at an issue price of Rs. 1.32/- (Rupees One and Thirty-Two
Paisa Only) per Warrant, after receipt of stipulated amount i.e. 25% of the Issue Price as subscription amount in accordance with provisions of Chapter V of SEBI ICDR Regulations.
Further, during the financial year, following conversions took place:
S. No.
As on 31st March 2024 the paid-up capital of the Company was Rs.139,94,98,800/-. Post closure of the financial year
2023-24, 23,00,00,000 warrants were pending for conversion out of 75,00,00,000 Warrants allotted by the Board as on December 14, 2023, to the Promoter and Non-Promoter Public Category of shareholders. i. The Authorised Share Capital of the Company was further increased from Rs. 90,00,00,000/- (Rupees Ninety Crores) divided into 90,00,00,000 equity shares of Re 1/- (Rupee One) to Rs. 165,00,00,000 (Rupees One Hundred Sixty-Five Crores Only) divided into 165,00,00,000 equity shares of Re 1/- (Rupee one) each via resolution passed by the shareholders of the Company through postal ballot on September 29, 2023.
LISTING OF EQUITY SHARES
Equity shares of the Company are presently listed and traded at BSE Limited ("BSE") (Scrip Code: 540614).
The Listing fees for the financial year 2023-24 have been paid to the stock exchanges
AUDITORS AND AUDITORS’ REPORT Statutory Auditors
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, M/s A.K. Bhargav & Co. Chartered
Accountants (Firm Registration No. 0034063N) was appointed as the Statutory Auditors of the Company to hold office from the conclusion of 16th Annual General Meeting until the conclusion of ensuing 21st Annual General
Meeting to be held in the year 2027.
Further Auditor’s Report on the Financial Statements of the Company for the Financial Year 2023-24 as submitted by M/s A.K. Bhargav & Co., Chartered Accountants, did not contain any qualification,reservation or adverse remark and is self-explanatory.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.
Secretarial Auditor
M/s. Kumar G & Co., Practicing Company Secretary firm (COP. No: 7579) were appointed as the Secretarial Auditor of your Company to carry out the SecretarialAuditforthefinancialyear under review. The Secretarial Audit Report issued by M/s. Kumar G & Co., Practicing Company Secretary firm in Form No. MR-3 is annexed to this Annual Report. In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also submitted to the Stock Exchange.
Further, pursuant to the Regulation 24A of Listing Regulations read with SEBI Circular No CIR/CFD/CMD1/27/2019, dated February 08, 2019, the Annual Secretarial Compliance Report for the financial year 2023-2024 was filed with
Stock Exchanges(s), i.e. BSE Limited, on May 27, 2024.
Cost Audit
The provisions of Section 148 of the Companies Act, 2013 are not applicable to the Company, therefore, there is no requirement of Cost Audit.
BOARD’S COMMENT ON AUDITOR’S REPORT
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor’s Report are self-explanatory.
DEPOSITS
During the period under review the Company has not accepted any public deposits and therefore no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
DIVIDEND
To conserve the resources for the expansion of business in the long run, your directors have not recommended any dividend for the Financial Year 2023-24 and have decided to retain the profits.
TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013
For the financial year ended on March 31, 2024, the Company has not transferred any sum to any reserve account therefore your company remained the balance of profit to profit & loss account of the company
ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your
Company i.e. www.ggelimited.com.
CORPORATE GOVERNANCE AND ETHICS
The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility.
A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of M/s. Kumar G &
Co, Company Secretaries is also annexed to the said report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the Company and hence disclosures under
Sec 135 of the Companies Act, 2013 are not applicable to the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
There are no significant and material orders issued against tribunal affecting the going concern status and Company’s operation in future.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there was no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments are provided in the notes to Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188
All Related party transactions are entered on an arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are nomateriallysignificantrelated party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Company’s policy on related party transactions can be accessed at its website www.ggelimited.com.
Details of related party transactions entered by the Company during the financial year under review is attached as
Annexure A
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:
PARTICULARS
REMARKS
A. CONSERVATION OF ENERGY:
The Steps taken or impact on conservation of energy;
The Company is taking due care for using electricity in the office and its branches.
The Steps taken by the company for utilizing alternate sources of energy;
Company usually takes care for optimum utilization of energy.
The Capital investment on energy conservation equipment’s
No capital investment on Energy Conservation equipment made during the financial year.
B. TECHNOLOGY ABSORPTION:
The Company has nothing to disclose with regard to technology absorption.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.
Foreign Exchange earned: Nil Foreign Exchange outgo: Nil
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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 and Redressal) Act, 2013. During the year under review, no compliant was received in this regard.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company has a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
RISK MANAGEMENT POLICY
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to 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. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.
INTERNAL FINANCIAL CONTROLS
The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company.
The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:
(ii) The internal financial control systems are commensurate with the size and nature of its operations.
(iii) All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.
(iv) The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.FixedAssetverificationof assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this report.
The statement containing the particulars of employees as required under Section 197(12) of the Companies Act,
2013 read with rule 5(2) and rules 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any) is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to members excluding the aforesaid annexure in terms of Section 136 of the Companies Act, 2013. Any member interested in obtaining such particulars may write to the Company Secretary at cs.ggengg@gmail.com.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
GREEN INITIATIVE
In compliance with the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of
India, notice of AGM along with the Annual Report for the financial year ended on March 31, 2024 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company Depositories.
The members may note that the notice of AGM and Annual Report for the financial year ended on March 31, 2024 will also be available on the Company’s website www.ggelimited.com and website of stock exchange i.e. BSE Limited at www.bseindia.com.
APPRECIATION AND ACKNOWLEDGEMENT
Your Director’s place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support. Last but not the least, the Directors wish to thank all shareholders for their continued support.
for & On behalf of the Board of
G G Engineering Limited
Atul Sharma
Ram Manorath Gupta
Date: August 23, 2024
Managing Director
Executive Director
Place: New Delhi
DIN: 08290588
DIN: 10679592