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Directors Report of G G Automotive Gears Ltd.

Mar 31, 2014

The Members,

G. G. AUTOMOTIVE GEARS LIMITED

The Directors have great pleasure in presenting their 40th Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial Results are briefly indicated below:

Particulars 2013-2014 2012-2013 (Rs.) (Rs.)

Gross Sales and Other Income 25,96,96,960 30,21,55,703

Gross Profit 2,93,86,978 4,53,09,478

Less: Depreciation 2,00,97,518 1,96,99,380 and amortization expenses

Less: Extra-ordinary and exceptional items 5,000 8,97,555

Less: Provision for Taxation 31,70,573 57,38,084

Profit after Tax 61,13,887 1,89,74,459

Appropriations

General Reserves - -

Profit and Loss Account - -

Balance brought forward from previous year 4,25,44,882 2,35,70,423

Balance carried forward to Balance Sheet 4,86,58,769 4,25,44,882



FINANCIAL OPERATIONS

During the year your Company has reported a total turnover of Rs.25,96,96,960/- (Rupees Twenty Five Crores Ninety Six Lakhs Ninety Six Thousand Nine Hundred and Sixty Only). However the total expenditure incurred by the Company during the year under review amounted to Rs.25,04,07,500/- (Rupees Twenty Five Crores Four Lakhs Seven Thousand Five Hundred Only).

During the year, due to sluggish and adverse market trend your Company has reported a reduced amount of net profit of Rs. 61,13,887/- (Rupees Sixty One Lakhs Thirteen Thousand Eight Hundred and Eighty Seven Only) as compared to net profit of Rs. 1,89,74,459/- (Rupees One Crore Eighty Nine Lakhs Seventy Four Thousand Four Hundred and Fifty Nine) in previous year.

DIVIDEND

Your Directors do not recommend dividend for the year 31st March, 2014 with a view to conserve the resource.

DEPOSITS

The Company has not accepted any deposits from public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules made there under during the year under review.

DIRECTORS

During the year Mr. Kennedy Gajra, Director, retiring by rotation as per the provisions of Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

SUBSIDIARIES

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. That 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 of the Company for that period;

III. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. That the Directors have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Board is pleased to inform that the Company has complied with the mandatory requirements of the Corporate Governance as detailed in Clause 49 of the Listing Agreement.

A separate statement on Management Discussion and Analysis and Corporate Governance is enclosed as a part of the Annual Report along with the certificate of the Statutory Auditors, Shah Gandhi & Company, Chartered Accountants confirming compliance of the code of Corporate Governance.

AUDITORS

M/s. Shah Gandhi & Co., Chartered Accountants, the Auditors of the Company, retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. You are requested to appoint Auditors for the current financial year and to fix their remuneration.

AUDITORS'' REPORT

The notes to Auditors Report are self explanatory and hence no explanation is required from the Board as such.

COST AUDITORS.

In accordance with the order received from the Central Government, the Company has appointed M/s Mihir Turakhia & Associates, Cost Accountants, as Cost Auditors for the financial year ending March 31, 2014.

SECRETARIAL AUDIT.

In pursuance of section 204 of the Companies Act, 2013, the Company has appointed M/s. HS Associates, Company Secretaries for auditing the secretarial and related records of the Company.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE

Statement giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure A.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, who if employed throughout the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the assistance and continued co-operation extended by Banks, Government authorities, clients, and suppliers. The Directors are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution towards sustained progress and performance of your Company.

By Order of the Board For, G.G. AUTOMOTIVE GEARS LIMITED,

Ram S Gajra (02092248) Chairman and Managing Director Place: Mumbai. Date: 25th July, 2014.


Mar 31, 2013

To, The Members of G. G. AUTOMOTIVE GEARS LIMITED The Directors have great pleasure in presenting their 39th Annual Report along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2013. FINANCIAL RESULTS The financial Results are briefly indicated below: (Amount in Rs.) PARTIULARS YEAR ENDED 2012-2013 2011-2012 Gross Sales and Other Income 30,21,55,703 30,31,64,312 Gross Profit 4.53.09.478 4.97.54.819 Less: Depreciation 1,96,99,380 1,71,86,262 Profit before extra-ordinary and exceptional items 25,61,00,98 3,25,68,557 Less: Extraordinary and exceptional items 8,97,555 21,77,517 Less: Provision for Taxation 57,38,084 1,15,17,163 Profit after Tax 1,89,74,459 1,88,73,877 Appropriations General Reserves - - Profit and Loss Account - - Balance brought forward from previous year 2,35,70,423 46,96,546 Balance carried forward to Balance Sheet 4,25,44,882 2,35,70,423 FINANCIAL OPERATIONS Your Company has earned a total income of Rs.30,21,55,703/- (Rupees Thirty Crores Twenty One Lakhs Fifty Five Thousand Seven Hundred and Three). However the total expenditure incurred by the Company during the year under review amounted to Rs.27,65,45,605/- (Rupees Twenty Seven Crores Sixty Five Lakhs Forty Five Thousand Six Hundred and Five). Your Company has posted a net profit of Rs. 1,89,74,459/- (Rupees One Crore Eighty Nine Lakhs Seventy Four Thousand Four Hundred and Fifty Nine) during the year under review as compared to Profit incurred of Rs.1,88,73,877/- (Rupees One Core Eighty Eight Lakhs Seventy Three Thousand Eight Hundred Seventy Seven) DIVIDEND Your directors are ploughing back profit in order to conserve the resources hence no dividend is recommended for the current year. DEPOSITS The Company has not accepted any deposits from public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules made there under during the year under review. DIRECTORS During the year Mr. Shailendra Ajmera, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. SUBSIDIARIES Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company. DIRECTOR'S RESPONSIBILITY STATEMENT As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms: I. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; II. That 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 of the Company for that period; III. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV. That the Directors have prepared the Annual accounts on a going concern basis. CORPORATE GOVERNANCE The Board is pleased to inform that the Company has complied with the mandatory requirements of the Corporate .Governance as detailed in Clause 49 of the Listing Agreement. A separate statement on Management Discussion and Analysis and Corporate Governance is enclosed as a part of the Annual Report along with the certificate of the Statutory Auditors, Kamlesh B. Mehta & Company, Chartered Accountants confirming compliance of the code of Corporate Governance. AUDITORS M/s. Kamlesh B. Mehta & Co., Chartered Accountants, Mumbai, Statutory Auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified his willingness to be re-appointed and have further confirmed that his appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956. AUDITORS' REPORT The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE Statement giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure A. PARTICULARS OF EMPLOYEES There are no employees in the Company, who if employed through out the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the report of the Directors in accordance with the provisions of section 21 7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules 2011. ACKNOWLDEGEMENTS Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Government authorities, clients, and suppliers. The Directors are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution towards sustained progress and performance of your Company. By Order of the Board For G. G. AUTOMOTIVE GEARS LIMITED Sd/- RAM GAJRA (CHAIRMAN) DATE: 16-05-2013 PLACE: MUMBAI

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