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, 2025.
FINANCIAL RESULTS AND OPERATIONS
The financial performance for the year ended March 31,2025 is summarized below:
(Amount in Lakhs)
| |
Standalone
|
|
Particulars
|
For the year ended March 31
|
| |
2025
|
2024
|
|
Net Sales/ Income from Business Operations
|
17,803.22
|
14,908.76
|
|
Other Income
|
452.08
|
319.92
|
|
Total Income
|
18,255.30
|
15,228.69
|
|
Cost of material consumed
|
0.00
|
0.00
|
|
Purchase of Stock in trade
|
16,706.91
|
13,646.58
|
|
Employee Benefit Expense
|
36.75
|
31.66
|
|
Changes in Inventories
|
0.00
|
0.00
|
|
Financial Costs
|
15.01
|
63.31
|
|
Depreciation
|
47.70
|
15.08
|
|
Other Expenses
|
295.04
|
441.18
|
|
Profit before Exceptional items
|
1,153.89
|
1,030.88
|
|
Less: Exceptional items
|
0.00
|
0.00
|
|
Net Profit Before Tax
|
1,153.89
|
1,030.88
|
|
Less: Current Tax
|
337.28
|
315.63
|
|
Less: Previous year adjustment of Income Tax
|
(54.65)
|
3.50
|
|
Less: Deferred Tax
|
(624)
|
1.28
|
|
Profit for the Period
|
768.20
|
710.47
|
|
Earnings per share
|
0.05
|
0.10
|
On Standalone basis, in Financial Year 2024-25 our revenue from operations increased to Rs. 17803.22 Lakhs as compared
to Rs. 14908.76 Lakhs in the last year. The Company has a profit of Rs. 768.20 Lakhs on standalone basis as compared to
profit of Rs. 710.47 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
There was no change in registered office of the company.
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
|
i.
|
Change in status of the company
|
There was no change in status of the company.
|
|
ii.
|
Key business developments
|
The company has taken various steps to develop and promote
its business.
Please refer Management Discussion and Analysis for details.
|
|
iii.
|
Change in the financial year
|
There was no change in the financial year of company.
|
|
iv.
|
Change in the Registrar and Share Transfer
Agent (RTA) of the Company
|
There was no change in the RTA of the company.
|
|
v.
|
Capital expenditure programmes
|
There was no capital expenditure programmes
|
|
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
There was no subsidiary company, associate company and joint venture of the company.
BOARD OF DIRECTORS
Your Company's Board consists of learned professionals and experienced individuals from different fields. Presently, 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.
During the Financial year, following changes in Directors took place:
i) Mr. Ram Manorath Gupta was appointed as an Additional Director of the company w.e.f June 24, 2024.
ii) Mr. Anshu Jain stepped down from both the positions of Chief Executive Officer and Whole Time Director of the
company w.e.f. June 24, 2024 due to personal reasons.
iii) Mr. Ashish Kumar was appointed as Additional Director (Non-Executive- Independent Director) w.e.f November 30,
2024 and Ms. Swati Gupta resigned from the position of Independent Director w.e.f November 30, 2024.
During the year, the Board of the Company met Twelve (12) times on April 25, 2024, May 03, 2024, May 23, 2024, June 24,
2024, July 05, 2024, July 23, 2024, August 14, 2024, August 23, 2024, October 23, 2024, November 30, 2024, January 16,
2025, and March 01,2025.
The number of Board Meetings and the attendance of Directors as well as their attendance at the Last AGM held on
September 19. ?0?4. are as mentioned below:
|
Name of Director
|
Designation
|
No. of Board Meetings attended
|
Attendance at last AGM
|
|
Mr. Atul Sharma
|
Managing Director
|
11
|
Attended
|
|
Mr. Om Prakash Aggarwal
|
Independent Director
(Chairperson)
|
10
|
Attended
|
|
Mr. Ram Manorath Gupta
(appointed on June 24, 2024)
|
Executive Director
|
06
|
Attended
|
|
Mr. Deepak Kumar Gupta
|
Non-Executive,
Non-Independent
|
11
|
Attended
|
|
Ms. Poonam Dhingra
|
Independent Director
|
10
|
Attended
|
|
Mr. Ashish Kumar
(appointed on November 30, 2024)
|
Independent Director
|
02
|
NA
|
DECLARATION OF INDEPENDENCE
The Board of Director consist of 3 Independent Directors:
|
S. No
|
Name
|
DIN
|
|
1.
|
Mr. Om Prakash Aggarwal
|
09553402
|
|
2.
|
Ms. Poonam Dhingra
|
09524982
|
|
3.
|
Mr. Ashish Kumar
|
09668119
|
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.
The Board confirms to the declaration of the Independent Directors and there being no doubts as to veracity of the 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 31,2025, following change
took place:
i) Mr. Ram Manorath Gupta (DIN: 10679592) was appointed as Additional Director in the Board meeting dated June 24,
2024 and his appointment as Whole-time Director of the Company was subsequently approved by Shareholder's in the
AGM dated September 19, 2024.
ii) Mr. Anshu Jain (DIN: 07671363) resigned from his position of Whole Time Director & Chief Executive Director w.e.f
June 24, 2024.
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. 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 2024-25.
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 of 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 as approved by the Board of Directors, is uploaded on the Company's website.
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) with Integra Essentia Limited
(Transferee Company), on a going concern basis, under the provisions of section 230-232 of the Companies Act, 2013 and
the Rules made thereunder. The Scheme shall be subject to the approval of the BSE Limited National Stock Exchange of
India Limited, Securities Exchange Board of India, National Company Law Tribunal, Shareholders and Creditors of both the
Companies and other Specific Sectoral Regulator(s), if any.
Pursuant to the First Motion Application filed by G G Engineering Limited before the Hon'ble NCLT Mumbai Bench, the Hon'ble
NCLT has passed an order dated June 04, 2025. The said order pronounced on June 04, 2025. The Hon'ble Tribunal vide the
aforesaid order has inter alia passed directions regarding convening the meeting of the Equity Shareholders of the Company and
dispensing with the requirement of convening the meeting of the Secured Creditors and Unsecured Creditors of the Company.
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 2024-25, the applicable accounting standards had been
followed with proper explanation relating to material departures;
ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2025 and of the profit and loss of the company for the
Financial Year;
iii. they have taken proper and sufficient 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:
Conversion pursuant to Preferential Allotment of warrants:
Pursuant to the Special Resolution passed by the shareholders at the 17th Annual General Meeting held on September
29, 2023, and the In-principle Approval received from BSE Limited, the Board of Directors, at their meeting held on
December 14, 2023, approved the allotment of 75 crore fully convertible warrants on a preferential basis to persons
belonging to the Promoter and Non-Promoter (Public) categories at an issue price of Rs. 1.32 per warrant. Each warrant
entitles the holder to subscribe to one equity share, and the allotment was made upon receipt of the issue price, in
compliance with Chapter V of the SEBI ICDR Regulations.
Further, during the financial year, following conversions took place:
|
S. No.
|
Board Approval date
|
Number of Share
|
Increased paid up share capital
|
|
1
|
03/05/2024
|
13,50,00,000
|
153,44,98,800
|
|
2
|
23/05/2024
|
5,00,00,000
|
158,44,98,800
|
As on 31st March 2025 the paid-up capital of the Company was Rs. 158,44,98,800.
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 2024-25 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 21 st 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 2024-25 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 vide board meeting dated April
25, 2024 as the Secretarial Auditor of your Company to carry out the Secretarial Audit for the financial year under review.
However, upon resignation submitted by M/s. Kumar G & Co., in the mid financial year, the Company had approved the
appointment of M/s Aarti Bhutra & Associates, a peer reviewed practicing Company Secretary firm as a Secretarial Auditor
of the Company in a board meeting dated March 01,2025 for undertaking the secretarial audit of the company for financial
year 2024-25.
The Secretarial Audit Report issued by M/s Aarti Bhutra & Associates., 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 2024-2025 was filed with Stock
Exchanges(s), i.e. BSE Limited, on May 30, 2025.
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 2024-25 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 31,2025, the Company has not transferred any sum to any General reserve account.
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.
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 M/s Aarti Bhutra & Associates, 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
During the Financial year under year, there were no significant and material orders issued against the Company by any
regulating authority or court or 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 related to 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 no materially significant related 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 of the Company.
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 complaint
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 statements to be disclosed
in the Board's report. To ensure effective Internal Financial Controls the Company has laid down the following measures:
(i) The internal financial control systems are commensurate with the size and nature of its operations.
(ii) 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.
(iii) 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. Fixed Asset verification of 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.
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, 2025 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, 2025 will also be available
on the Company's website and website of stock exchange i.e. BSE Limited.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors 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 Deepak Kumar Gupta
Date: July 1, 2025 Managing Director Whole Time Director
Place: New Delhi DIN: 08290588 DIN:00057003
|