To, The Members,
Your Directors have pleasure in submitting Company's 51st (Fifty -first)
Annual Report of the Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2025.
1. FINANCIAL RESULTS
The Summarized standalone results of your Company are given in the table below:
(Rs. in lacs except EPS)
| Particulars |
Financial Year ended 31.03.2025 |
Financial Year ended 31.03.2024 |
| Revenue from Business Operations |
11432.38 |
9528.20 |
| Other Income |
44.79 |
43.33 |
| Total Income |
11,477.17 |
9,571.54 |
| Total Expenses |
10,399.13 |
8,936.18 |
| Profit/Loss before tax |
1078.04 |
635.36 |
| Less: Tax Expenses (Including Deferred Tax) |
303.13 |
192.16 |
| Net Profit/Loss After Tax |
774.92 |
443.20 |
| Paid up Equity Share Capital (Face Value Rs. 10 each fully paid up) |
9,50,00,000 |
8,33,11,670 |
| Other Equity |
3451.69 |
2092.36 |
| Earnings Per Share (EPS) (Basic) |
8.54 |
5.32 |
2. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the
link for Annual Return 2024 -2025 https://ggautomotive.com/.
3. NUMBER OF MEETINGS OF BOARD
During the year under review Board of Directors of the Company have met Seven (7)
times, accordingly Seven (7) Board Meetings of Board of Directors have been held.
The details of Board Meetings and Committees, attendance of each Directors, Members
have been in detailed provided in the Corporate Governance Report forming part of this
Annual Return.
4. DIRECTORS' RESPONSIBILITY STATEMENT
a. In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure;
ii. the Directors have selected such accounting policies 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 and of
the profit and loss of the Company for that period: iii. the Directors have taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts 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: and
vi. 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.
5. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.
5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.
In terms of regulation 25(8) of the Listing Regulations, they have confirmed that 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. Based on
the declarations received from the independent directors, the Board has confirmed that
they meet the criteria of independence as mentioned under regulation 16(1)(b) of the
Listing Regulations and that they are independent of the management.
In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.
6. NOMINATION AND REMUNERATION POLICY
The Company has in place a Policy for the selection and appointment of Directors and
their remuneration. The Nomination and Remuneration Company's policy on directors'
appointment and remuneration also includes criteria for determining qualifications,
positive attributes, independence of a director and other matters provided under
sub-section (3) of section 178. The weblink of the Policy on the website of the Company at
https://ggautomotive.com/policies/ .
The Nomination and Remuneration (N&R) Committee has followed that policy which,
inter alia, deals with the manner of selection of Board of Directors and CEO &
Managing Director and their remuneration.
7. EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY
IN THEIR REPORTS
a. Auditors Qualification:
There were no qualifications, reservations or adverse remarks made by the Auditor in
his report made for the financial year under review.
b. Secretarial Audit Report by Practicing Company Secretary:
| Observations by Secretarial Auditor 237066 equity shares (2.49 % of the total paid up
capital) of the Promoter and Promoters Group holding is in Physical form. |
Explanation or comments by the board of directors The Company in a process of
dematerialisation of the same. |
| Due to cessation of Mr. Shailendra Ajmera w.e.f. 31.03.2024 and Change in designation
of Mr. Praveen Kumar Shishodiya the Audit Committee and Nomination and Remuneration
Committee has been reconstituted w.e.f. 01/04/2024, the company was unable to fulfil the
requirement of Independent Director and accordingly unable to maintain the constitution of
the Audit and Nomination and Remuneration Committee, which was resulted the committees not
as per the provisions of the companies act, 2013 for the period of 55 days. |
The positive approach of the Company towards compliance adherence the appointments to
the utmost has been made to the board and the committees has been reconstituted w.e.f.
24/08/2024. As on the date of the Report Company has been complied with of the provisions
of Composition of the Audit Committee, Nomination and Remuneration Committee as prescribed
under the Companies Act, 2013 and Corporate Governance provisions of SEBI (LODR)
Regulation 2015. |
Apart from as mentioned above there were no further qualifications, reservations or
adverse remarks made by the Secretarial Auditor in his report made for the financial year
under review.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company has not made Loans, Guarantees or Investment made by the Company under
Section 186 of the Companies Act, 2013. Also, Company has not given any guarantee during
the year under review.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION
188(1) OF THE COMPANIES ACT, 2013
During the year under review the Company have not entered into any related party
transactions as prescribed under section 188 of the Companies Act, 2013. Therefore, there
is no requirement of reporting in AOC-2 in terms of Section 134 of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014.
10. STATEMENT OF COMPANY'S AFFAIRS
During the year under review, your Company achieved total revenue from operations of
11432.38 lakh (previous year 9528.20 lakh) resulting in increase of 19.98% over the
previous year. The profit after tax (including other comprehensive income) is at 774.92
lakh (previous year 443.20 lakh) resulting in increase of 78.84%.
11. TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for financial
year 2024-25 in the statement of profit and loss. Therefore, Company has transferred Rs.
2553.28 (in lakhs) to the retained earnings forming part of the reserves and surplus.
12. DIVIDEND
Your directors do not recommend any dividend during the year under review.
13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
At the Meeting of the Board of Directors (“Board”) held on Thursday, 03rd
April, 2025, approved allotment of 4,90,000 equity shares of the Company upon conversion
of 4,90,000 Convertible Warrants which were originally issued and allotted on 1st
November, 2023. The details of allotment are as follows:
| Name of Allotees |
Category |
No. of Warrant held |
No. of warrants applied for conversion |
No of equity shares allotted |
Amount received |
| 1. Bela Gajra |
Promoter |
4,90,000 |
4,90,000 |
4,90,000 |
2,20,50,000 |
Apart from as mentioned above, there were no material changes and commitments affecting
the financial position of the Company occurred between the end of the financial year to
which these financial statements relate and the date of this report.
14. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:
A. CONSERVATION OF ENERGY:
(i) Steps taken or impact on conservation of energy: The company is taking adequate
steps progressively on conservation of energy.
(ii) Steps taken by the Company for utilizing alternate sources of energy: The company
is not making use of alternate sources of energy.
(iii) capital investment on energy conservation equipment's: During the Financial year
2024 -2025 the company has not spent amount on capital investment on energy conservation
equipment.
B. TECHNOLOGY ABSORPTION
| 1 The efforts made towards technology absorption |
During the year the company has not made any technological changes. |
| 2 The benefits derived like product improvement, cost reduction, product development
or import substitution |
The installed equipment's has resulted in enhanced production capacity
and better-quality product at lower power consumption. |
| 3 In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year: |
The company has not imported technology during the last 3 financial
years. |
| a) the details of technology imported |
NA |
| b) the year of import |
NA |
| c) whether the technology been fully absorbed |
NA |
| d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
NA |
| 4 The expenditure incurred on Research and Development. |
NA |
C. FOREIGN EXCHANGE EARNINGS & OUTGO
(Rs. in Lacs)
| Particulars |
31.03.2025 |
31.03.2024 |
| Earnings |
0.13 |
1.89 |
| Outgo |
0.91 |
2.51 |
15. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations,
your Company has devised a policy containing criteria for evaluating the performance of
the Executive, Non-Executive and Independent Non-Executive Directors, Key Managerial
Personnel, Board and its Committees based on the recommendation of the Nomination &
Remuneration Committee. Feedback was sought by way of a structured questionnaire covering
various aspects of the Board's functioning, such as adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations, and governance. The manner in which the evaluation has been carried out is
explained in the Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the transparency in
terms of disclosures, maintaining higher governance standards and updating the Independent
Directors on key topics impacting the Company. The weblink of the Performance Evaluation
Policy on the website of the Company at https://ggautomotive.com/policies/ .
16. STATEMENT INDICATING/CONCERNING DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT POLICY OF THE COMPANY
The Company is exposed to risks such as, Occupational health & safety hazards,
Quality of Products, Business dynamics Risks, Business Operations Risks, Credit Risks,
Pollution Free Environment Risk, Market Risks/Industry Risks, Human Resource Risks, Legal
Risks, Data Protection Risk and Operational risk that are inherent in the industry in
which it is operating.
The Company has adopted the systematic approach to mitigate the risk associated with
the objectives, operations, revenues and regulations. Major risks identified by the
businesses and functions are systematically addressed and also discussed at the meetings
of the Board of Directors of the Company. The Company was not required to constitute Risk
Management Committee.
17. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY
The Provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
Corporate Social Responsibility (Policy) Rules, 2014, was not applicable to the Company as
the Net worth, Turnover and Net profit of the Company was under the triggering limits
during the year under review.
However, based upon the Audited Financial Statements for the financial year 2024 -25
the Company's net profit is above Rs. 5 Crore therefore the Board of Directors has
constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.
Further as per the provision of Section 135 of the Company will be required to spend in
the financial Year 2025-26 two per cent of the average net profits of the Company made
during the three immediately preceding financial years in pursuance of its Corporate
Social Responsibility Policy and as mentioned under Schedule VII of Companies Act 2013.
18. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the Nature of Business during the year under review.
19. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes within the composition of the Board of
Directors were taken place:
a. Appointment/Re-appointment/Resignation of Directors: i. Mr. Anmol Gajra (DIN:
07835836) who retires by rotation under section 152(6) of the Companies Act, 2013 and
being eligible, offered himself for reappointment at the 50th Annual General Meeting
subsequently appointed as Director of the Company.
ii. Mr. Kennedy Ram Gajra (DIN NO: 02092206) re-appointed as a Managing Director of the
Company under the provision of Sections 196, 197 and 203 read with Schedule V and other
applicable provisions, read with Schedule V to the said Act and on the recommendation of
the Nomination and Remuneration Committee, whose office shall be liable to determination
by retirement by rotation, for the period of three years (1st July, 2024 to 30th June,
2027) w.e.f. 1st July, 2024 on a remuneration upto Rs.168 Lakh and such other terms and
conditions as were set out in Explanatory Statement annexed to the notice of the 50th
Annual General Meeting of the Company.
iii. The Second term of Mr. Shailendra Ajmera (DIN: 02138042) as a Non-Executive
Independent Director of the Company has been completed with effect from 31.03.2024
accordingly he ceased to be the Director of the Company w.e.f. 31st March, 2024.
iv. Appointment of Mr. Pravin Kumar Shishodiya (DIN: 03011429) as an Additional
Director (Non-executive) w.e.f. 01st April, 2024 for a period of 5 years and subsequently
his appointment was regularized at the 50th Annual General Meeting held on 21st September,
2024 and appointed him as Non -executive Director of the Company.
v. Appointment of Mr. Kamlesh Joshi (DIN: 01783387) as an Additional Independent
Director (Non-executive) w.e.f. 24th August, 2024 for a period of 5 years, subsequently
his appointment needs to be regularized at the upcoming Annual General Meeting.
vi. Appointment of Miss Divyanshi Joshi (DIN: 10752152) as an Additional Independent
Director (Non-executive) w.e.f. 24th August, 2024 for a period of 5 years, subsequently
her appointment needs to be regularized at the upcoming Annual General Meeting.
Ruchi Sogani (DIN:02805170) due to her preoccupation and other commitments tendered her
resignation from the position of Non-executive Director (Non-Independent) of the Company
on 22.08.2025 with immediate effect. The Board acknowledges the same and inform the
Exchange in compliance of the SEBI LODR regulation and other applicable laws.
In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.
Furthermore, at the ensuing 51st Annual General Meeting following
Appointment/Reappointment shall be proposed for members approval:
i. Re -appointment Mr. Anmol Gajra (DIN: 07835836) as Whole time Director (Executive)
of the Company w.e.f 01.06.2026 for the period of Three Years i.e. upto 31.05.2029 based
on the recommendation of the Nomination and Remuneration Committee, subject to approval of
the Shareholders at the 51st Annual General Meeting of the Company Pursuant to
Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act,
2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and
read with Schedule V, as amended from time to time (“Act”) and pursuant to
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time, (“Regulations”).
ii. To Regularize the Appointment of Mr. Shriram Mishra (DIN: 11251485) as an
Independent Director (Non-Executive) the Company who was appointed by the Board of
Directors as an Additional Independent Director (Non-Executive) of the Company with effect
from August 22, 2025 for the Period of Five (5) years to hold office up to the conclusion
of this Annual General Meeting of the Company, not liable to retire by rotation. His
Appointment shall be subject to the members approval at the 51st Annual general
Meeting of the Company.
iii. Mr. Pravin Kumar Shishodiya (DIN: 03011429), Non -Executive and Non- Independent
Director of the Company, shall be retire by rotation at the forthcoming Annual General
Meeting, and being eligible seeks reappointment. b. Key Managerial Personnel (KMP):
Pursuant to Section 2(51) read with Section 203 of the Companies Act, 2013 read with
Rules made thereunder, the following person has been designated as Key Managerial
Personnel of the Company under the Companies Act, 2013:
| Mr. Kennedy Ram Gajra |
Managing Director & CEO |
| Mr. Anmol Gajra |
Whole Time Director |
| Manoj Sharma |
Chief Financial Officer |
| Ms. Lata Narang |
Company Secretary & Compliance Officer |
Apart from changes in the point (a) above there were no further changes in the
directors and KMP of the company during the year under review.
c. Disqualification of Directors Under Section 164
None of the directors were disqualified from being appointed or re-appointed as
directors of the Company or other companies as prescribed within the provision of section
164 of the Companies Act 2013. Furthermore, the Certificate of Non-Disqualification of
Directors (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015) have been attached to
his Board report as “Annexure -IV”.
20. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company operates as a single entity with no subsidiaries or Joint Venture or
Associate Companies as explained within the meaning of the Companies Act, 2013. Since the
company has no Joint Venture or Associate companies the company is not required to give
information in AOC-1 as required under Companies Act, 2013. Further the Company was not
required to consolidates its accounts and present Consolidated Financial Statements of the
company as part of the Annual Report for the Financial Year 2024-25.
Names of companies which have become or ceased to be its Subsidiaries, joint ventures
or associate companies during the year NIL.
21. DEPOSITS
A. The Details relating to Deposits, covered under Chapter V of the Act: -
| a)accepted during the year; |
NIL |
| b)remained unpaid or unclaimed as at the end of the year; |
NIL |
| c)whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved: |
NA |
| i. at the beginning of the year; |
NIL |
| ii. maximum during the year; |
NIL |
| iii. at the end of the year; |
NIL |
B. The details of Deposits which are not in Compliance with the requirements of Chapter
V of the Act: - NIL
C. Further, the Company has been in compliance with the provisions of rule 16 and 16A
of the Companies (Acceptance of Deposits) Rules, 2014, for the financial year 2024-25.
22. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE DURING
THE YEAR:
No significant and material order passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future during the year.
23. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity and
operational excellence and it supports to attain maximum customer satisfaction by ensuring
timely supply of quality products, To Minimize employee turnover ratios, to retain its
valuable knowledge base and to Grow exponentially with commitment towards continual
improvement, while focusing on safeguarding the environment preservation of natural
resources & adhering to legal compliances. The Company's internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations.
24. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
25. INTERNAL AUDITOR
On recommendation of Audit Committee, the Board of Directors of the Company at its
meeting held on 24th August, 2024 has appointed M/s. Tanishq Tharani & Co.,
Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2024
-25 on such remuneration as may be decided by the Board of directors of the Company with
the mutual consent of the auditors and in consultation with Audit Committee if any.
26. STATUTORY AUDITOR
The Members of the Company at their 49th (Forty Ninth) Annual General
Meeting held on Monday, August 21, 2023 on the recommendation of Audit Committee appointed
M/s. S. N. Gadiya & Co. Chartered Accountants (Firm Registration No. 002052C) having
Peer Review No. 012731 as Statutory Auditors of your Company for a period of 5 consecutive
years from the conclusion of 49th Annual General Meeting till the conclusion of
54th (Fifty fourth) Annual General Meeting to be held in the year 2028.
27. SECRETARIAL AUDITOR
On recommendation of the Audit Committee, the Board of Directors of the Company at its
meeting held on 24th August, 2024 have appointed M/s. HSPN & Associates
LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the
Secretarial Audit for the Financial Year 2024-25 and to issue Secretarial Audit Report as
per the prescribed format under rules in terms of Section 204(1) of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Further, the Secretarial Audit Report issued by M/s. HSPN & Associates LLP, Company
Secretaries for the financial year 2024-2025 is annexed herewith and forms part of this
report as “Annexure V”.
Further the recommendation for the Appointment of M/s. HSPN & Associates LLP,
Company Secretaries as Secretarial Auditors of the Company to carry out the Secretarial
Audit for the period of Five (5) years (i.e. from 2025-26 to 2029-30) has been made for
the shareholders' approval at the 51st Annual General Meeting of the Company.
28. COST AUDITOR AND COST AUDIT
Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the
Company for the financial 2024 -25. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.
Furthermore, The Company was not required to appoint Cost Auditor under the provisions
of section 148 of the Companies Act, 2013 as the same was not applicable to the Company
during the financial year under review.
29. COMPOSITION OF VARIOUS COMMITTEES AND THEIR MEETINGS
Details of various committees constituted by the Board as per the provisions of
Companies Act, 2013 and Listing Regulations and their meetings along with separate meeting
of Independent Director are given in the Corporate Governance Report which forms a part of
this report.
30. COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, SEXUAL HARASSMENT:
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates. The Company has created the framework for individuals to
seek recourse and redressal to instances of sexual harassment. The Company has in place a
Policy in line with the requirements of the sexual harassment. The Company has in place a
Policy in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by
the Company for prevention of sexual harassment is available on the website of the Company
at https://ggautomotive.com/policies/.
The Company has complied with the provision relating to the constitution of Internal
Committee under POSH, 2013. During the year under review, no compliant pertaining to
sexual harassment at work place has been by the Company. The following is the status of
the complaints received and resolved during the financial year:
| Number of complaints received: |
Nil |
| Number of complaints disposed off: |
Nil |
| Number of complaints beyond 90 days: |
Nil |
31. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There were no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law
Tribunal or other Courts as of March 31, 2025.
32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS
No Such instances occurred during the year under review.
33. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.
The Company has Complied with the provision relating to the Maternity Benefit Act,
1961.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under regulation 34 (3) and Part B of schedule V of SEBI (LODR) Regulations is given
separately and forms part of this 51st Annual Report of the Company.
35. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.
There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.
36. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;
There is no change in the nature of business of the Company.
37. SHARE CAPITAL
Authorised Capital:
During the year under review, the Authorised Capital remains unchanged and stood at Rs.
10,00,00,000/-(Rupees Ten Crore) which is divided into 1,00,00,000 (One Crore) Equity
Shares of Rs. 10/- (Ten each), as on March 31, 2025.
Paid up Capital:
As on March 31, 2025 the paid-up equity share capital of the Company stood at Rs.
9,50,00,000 (Rupees Nine Crore Fifty lakh) comprises of 95,00,000 (Ninety-Five lakh)
equity shares of Rs. 10/- (Ten each).
The Company has not issued any shares, securities / instruments convertible into equity
shares, sweat equity shares or shares with differential voting rights.
However, during the year under review, the Company was in receipt of total Rs.
5,25,97,485 from Bela Gajra (Promoter) and Belkenn Loco Parts Pvt Ltd (Non- Promoter)
against part conversion of 11,68,833 Convertible Warrants into 11,68,833 equity shares of
the Company upon which the Board of Directors approved the allotment of 11,68,833 equity
shares of Rs. 10 each at Rs. 60 (including premium of Rs. 50) vide its Board meeting held
on Monday, 12th August, 2024 in the manner mentioned below:
| Name of Allotees |
Category |
No. of warrants applied for conversion |
No of equity shares allotted |
Amount received |
| 1. Bela Gajra |
Promoter |
4,55,000 |
4,55,000 |
20,475,000 |
| 2. Belkenn Loco Parts Pvt Ltd |
Non- Promoter |
7,13,833 |
7,13,833 |
3,21,22,485 |
| Total |
|
11,68,833 |
11,68,833 |
5,25,97,485 |
As on the date of this Report the proceeds of the issue have been fully utilized and
has been deployed for the purpose for which it was originally raised by the company and
there is no deviation or variation of the funds has been reported during the period of its
utilization.
38. DIVIDEND DISTRIBUTION POLICY
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') requires the top
1000 listed entities, based on market capitalization calculated as on March 31 of every
Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the
Annual Report and on the website of the Company. However, Your Company is out of purview
of top 1000 listed entities based on market capitalization calculated as on March 31 2025.
39. CREDIT RATING
Details of the Credit Rating Obtained during the year is mentioned below:
Crisil Ratings has reaffirmed its ‘Crisil BBB-/Stable/Crisil A3' ratings on the
bank loan facilities of G. G. Automotive Gears Ltd (GGAGL). The ratings continue to
reflect the company's established market position in the locomotive gear business
supported by an experienced management team, improving business performance and moderate
financial risk profile. These strengths are partially offset by susceptibility of
operating margin to volatility in raw material prices, vulnerability to risks inherent in
tender-based business and working capital-intensive operations.
There is no change in the credit ratings during the year under review.
40. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns.
The Company has also provided direct access to Mr. Kamlesh Joshi, The Chairperson of the
Audit committee of the Company in appropriate and exceptional cases. The detailed Vigil
Mechanism of the Company is Uploaded and may be accessed on the Company website i.e. at
https://ggautomotive.com/policies/
41. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all senior management personnel in the course of day-to-day
business operations of the Company. The Company believes in “Zero Tolerance”
against bribery, corruption and unethical dealings/ behaviors of any form and the Board
has laid down the directives to counter such acts. The code laid down by the Board is
known as “code of conduct and Business Ethics also focuses on the Clean Environment,
Safety & Health of the Customers and Society. The Code has been posted on the
Company's website https://ggautomotive.com/policies/.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard. A
Certificate from the Managing Director to this effect form part of this report and annexed
as Annexure-I.
42. PREVENTION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has
formulated and adapted a coder for Prevention of Insider Trading.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
The Company is maintaining the Structural Digital Database (SDD) internally with
adequate internal controls and checks such as time stamping and audit trails to ensure
non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.
43. CORPORATE GOVERNANCE REPORT
The Company is committed towards maintaining the highest standards of Corporate
Governance and adhering to the Corporate Governance requirements as set out by Securities
and Exchange Board of India. The Report on Corporate Governance as stipulated under
regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.
Further the Certificate from the Practicing Company Secretary confirming compliance
with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part
E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is also published in this Annual Report as Annexure -II.
44. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (“BRSR”)
The Business Responsibility & Sustainability Report (“BRSR”) for the year
under review was not applicable to the Company, as stipulated under SEBI (LODR)
Regulations as the company was not falling among the mandatory top 1000 Listed companies
in India based on the market capitalization therefore the same was not required to be
given to this Annual Report of the Company.
45. CEO/CFO CERTIFICATION
In terms of SEBI (LODR) Regulations, the Certificate signed by Mr. Kennedy Gajra,
Managing Director and Mr. Manoj Sharma Rajkumar Bafna, Chief Financial Officer of the
Company was placed before the Board of Directors along with Annual Financial Statement for
the financial year ended March 31, 2025 at its meeting. The detailed certificate has been
attached to this report as “Annexure-III”.
46. OTHER DISCLOSURES
a. Particulars of employees:
The Statement of Disclosure of Remuneration under Section197 of the Companies Act, 2013
read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as “Annexure-VI”.
b. Status of Listing Fees:
The Shares of the Company are continued to be listed on the BSE Limited
(“BSE”). Listing Fees till date have been duly paid to BSE, where Company's
shares are Listed.
c. Disclosure pursuant to Section 197(14) of the Companies Act, 2013 and rules made
thereunder:
None of the Director of the Company was in receipt of any commission from the company,
further none of the directors of the Company are in receipt of any remuneration and/or
commission from any subsidiary Company.
d. Registrar and Share Transfer Agent:
M/s Purva Sharegistry India Private Limited, 1 Unit No. 9, Ground Floor, Shiv Shakti
Ind. Estt, J. R. Boricha Marg, Lower Parel East, Mumbai -400011, Maharashtra, is the
Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The
members are requested to contact directly for any requirements.
e. Research and Development and Quality Control:
The activities of R & D consist of improvement in the process of existing products,
decrease of effluent load and to develop new products and byproducts.
The management is committed to maintain the quality control and it is the strength of
the Company. All raw material and finished products and materials at various stages of
process pass through stringent quality check for the better result and product.
f. During the year, there were no transactions requiring disclosure or reporting in
respect of matters relating to: i. issue of equity shares with differential voting rights
as to dividend, voting or otherwise; ii. issue of shares (including sweat equity shares)
to employees of the Company under any scheme; iii. raising of funds through preferential
allotment or qualified institutional placement: No other instances occurred during the
year under review, except as provided under the Point no. 36 of the Board report. iv.
instance of one-time settlement with any bank or financial institution.
47. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy
https://ggautomotive.com/policies/ for Selection, Appointment and Remuneration of
Directors which inter-alia requires that composition and remuneration is reasonable and
sufficient to attract, retain and motivate Directors, KMP and senior management employees
and the Directors appointed shall be of high integrity with relevant expertise and
experience so as to have diverse Board and the Policy also lays down the positive
attributes/criteria while recommending the candidature for the appointment as Director.
48. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the
pharmaceutical industry scenario, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant developments so as to enable them to take well informed decisions in a timely
manner. The familiarization program also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The policy on
Company's familiarization program for Independent Directors is posted on Company's website
at https://ggautomotive.com/policies/.
49. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed
companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company at
https://ggautomotive.com/policies/.
50. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation
are among the primary determinants of value to the shareholder. The organizational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services. Following the vision your Company is
committed to creating and maximizing long-term value for shareholders.
51. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operation include global and domestic demand and supply conditions
affecting selling prices of raw materials, finished goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and outside the
country and various other factors.
52. ACKNOWLEDGEMENTS:
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your directors deeply appreciate
the committed efforts put in by employees at all levels, whose continued commitment and
dedication contributed greatly to achieving the goals set by your Company. Your directors
also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.
|
By the Order of the Board of Directors |
|
GG Automotive Gears Limited |
|
Sd/- |
Sd/- |
|
Kennedy Ram Gajra |
Anmol Gajra |
| Date: 22.08.2025 |
Managing Director & CEO |
Whole-Time Director |
| Place: Dewas, MP |
DIN: 02092206 |
DIN: 00327301 |
|