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Directors Report of G G Dandekar Machine Works Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 76th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2015.

Financial Performance:

(Amount in Rs.)

Particulars 2014-15 2013-14

Gross Income 66,242,694 158,110,275

Profit / (Loss) before interest (36,782,576) 10,992,346 and Depreciation

Less Finance charges 2,823,767 9,173,364

Gross profit / (loss) (39,606,343) 1,818,982

Less Provision for Depreciation 18,010,576 15,421,560

Net profit / (Loss) before tax (57,616,919) (13,602,578)

Add / Less Exceptional Items (4,207,984) 48,132,328

Profit / (Loss) before Extra- (61,824,903) 34,529,750 Ordinary Items

Add / (Less) Extra Ordinary Items - -

Profit / (Loss) before Taxes (61,824,903) 34,529,750

Less Taxes 27,406,950 11,683,822

Add / Less Deferred Taxes (89,231,853) 22,845,928

Add / Less Provisions for previous 1,501,662 - year's tax not provided for

Profit / (Loss) for the period from (90,733,515) 22,845,928 continuing operations

Profit / (Loss) from discontinuing - - operations

Less tax expenses from discontinuing - - operations

Net profit / (loss) (90,733,515) 22,845,928

Less Provision for Proposed Dividend - - and Dividend Tax

Net profit / (loss) carried forward (90,733,515) 22,845,928 to Balance-Sheet

DIVIDEND

Your Directors do not recommend dividend for the financial year 2014-15.

LISTING FEES

The annual listing fees for the year under review have been paid to BSE Limited, where your Company's shares are listed.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March 2015, the Company has no subsidiary company.

The Board presents Audited standalone Financial Statements as prepared in compliance with the Accounting Standards and the Listing Agreement.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as 'Annexure I' to this Report.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Seven Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act, in respect of Directors' Responsibility Statement, your Directors state that:

a) in the preparation of the annual financial statements for the year ended 31st March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b) accounting policies as mentioned in Part -B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under Section 149(6) of the Act and Clause 49 of the Listing Agreement that they meet the criteria of independence as laid down.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The policy is appended as 'Annexure II' to this Report.

AUDITORS

a. Statutory Auditors

At the Annual General Meeting held on 11th September, 2014, M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 79th Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Joshi & Kulkarni, Chartered Accountants, Pune (Firm Reg. No. 115751W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mahesh Athavale, Practicing Company Secretary (Membership No. FCS 2412 CP No. 1488), to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as 'Annexure III'.

c. Cost Auditor

Being the manufacturers of Engineering Machinery pursuant to Chapter 85 of the Central Excise Tariff Act, 1985 the Company has appointed Harshad S. Deshpande, Cost Accountant (Membership No. 25054) Pune as Cost Auditors for maintenance of Cost records.

EXPLANATION ON COMMENTS OF STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' :

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Joshi & Kulkarni, Statutory Auditors, in their Audit report and by Mr. Mahesh Athavale, Company Secretary in Practice, in his Secretarial Audit Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

None

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with Related Parties have been done at arm's lenght and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC-2. Related Party disclosures as per AS-18 have been provided in Note No. 3 Part C of Notes to Accounts.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

There have been no material changes and commitments 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy and Technology Absorption :

Pursuant to Section 134 (3) (m) of the Act read with Rules thereunder, the report regarding conservation of energy, technology absorption is annexed herewith as 'Annexure IV'

B. Foreign exchange earnings and Outgo Sr.

Sr. Particulars Amount in Rs. No.

i) Foreign Exchange earned in terms of actual inflows Nil during the year

ii) Foreign Exchange outgo during the year in terms of Nil actual outflows

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of section 135 of the Companies Act, 2013 the Company was not required to constitute the Corporate Social Responsibility (CSR) Committee.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013, rules thereunder and Clause 49 of Listing Agreement, the Board has carried out performance evaluation of its own, its Committees and individual Directors.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Company does not have any subsidiary during the financial year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business during the financial year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Directors appointed during the year

Name of Director Designation Term of appointment

Mr.Rajesh D.Phadke* Independent Director Five consecutive years commencing from 11th September 2014 up to 10th September 2019

Mr. Saurabh Independent Director Five consecutive years B.Patwardhan* commencing from 3rd September 2014 up to 2nd September 2019

Mrs. Savita Independent Director Five consecutive years P. Sahasrabudhe* commencing from 3rd September 2014 up to 2nd September 2019

Mr.Atul C.Kirloskar Director Re-appointed with effect from 11th September 2014, subject to retirement by rotation

*Appointed as Independent Directors to comply with the provisions relating to tenure of Independent Directors as per Section 149 of Act.

Employees designated as Key Managerial Personnel (KMP) during the year

Name of KMP Designation

Mr. Pranav V. Deshpande Executive Director

Mr. Pankaj A. Parkhi Chief Financial Officer

Mr. Saurabh S. Somani Company Secretary

Directors and KMP's resigned during the year

Name of Director Designation Date of Resignation

Mr. Dattatraya R. Swar Director 22.07.2014

Ms. Aditi V. Chirmule Director 31.07.2014

Mr. Atul C. Kirloskar Director 24.09.2014

The Board places on record its sincere appreciation for the valuable services rendered by these directors.

Director(s) proposed to be re-appointed at the ensuing Annual General Meeting

The brief resumes and other details relating to Director(s) who is/are proposed to be appointed / re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Explanatory Statement to the Notice of the Annual General Meeting.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

None

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT, 2013 :

None

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

To the best of our knowledge, the Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the Going concern Status or the Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

COMPOSITION OF AUDIT COMMITTEE:

The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report.

INFORMATION FORMING PART OF THE DIRECTORS' REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed at 'Annexure V' to this report

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

VIGIL MECHANISM

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism ('the Policy'). This has provided a mechanism for directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The policy has also been uploaded on the Company's website.

CASH FLOW

A cash flow statement for the year ended 31st March 2015 is attached to the Balance Sheet.

CORPORATE GOVERNANCE:

A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report.

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 & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

There were no complaints received for sexual harassment during the year 2014-15

ACKNOWLEDGMENTS

Your Directors wish to place on record, their appreciation for the contribution made and support provided to the Company by the shareholders, employees and bankers, during the year under the report.

For and on behalf of the Board of Directors

Sd/-

Place: Pune NIHAL G. KULKARNI Date: 15th July 2015 CHAIRMAN DIN : 01139147


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 75th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2014.

1. Financial Performance: (Amount in Rs.)

Year Ended on March 31 Particulars 2013-14 2012-13

Sales (Net) 147,877,443 148,759,580

Other Income 10,232,832 4,438,983

Profit On Sale of Fixed Assets - -

Profit/ (Loss) on Sale of Investments (Net) - -

Exceptional Item 48,132,328 70,315,343

Profit Before Tax 34,529,750 36,767,241

Provision For Tax

Current Tax 7,350,000 6,927,000

Deferred Tax 4,333,822 (18,861,187)

Net Profit /(Loss) for the Year 22,845,928 48,701,428

Profit Brought Forward From Previous Year Appropriations

a) Proposed Dividend - -

b) Corporate Dividend Tax - -

c)Transfer to General Reserves - -

d) Balance Carried to Balance Sheet 199,045,907 178,199,979

2. Dividend:

Your Directors do not recommend dividend for the year.

3. Management Discussion & Analysis

Overview

The following operating and financial review is intended to convey the management''s perspective on the financial condition and on the operating performance of the Company as at the end of the Financial Year 2013-14. The following discussion of the Company''s financial condition and result of operations should be read in conjunction with the Company''s financial statements, schedules and notes thereto and the other information included elsewhere in the Annual Report. The Company''s financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India.

Economy & Business Trend

The Indian Economy continued to deal with persistent challenges of high inflation and low growth during FY 2013-14. The surge in inflation particularly in food prices owing primarily to supply side constraints was one of the biggest challenges faced by the Indian economy during the year which affected common man the most. The GDP growth rate recovered marginally from 4.4% in FY 2012-13 to 4.9% in FY 2013-14 owing to revival in agriculture on the back of a steady monsoon and robust growth in financial and business services.

The growth in infrastructure sector which consists of eight core industries dropped to2.6% in FY 2013-14 against 6.5% in FY 2012-13 due to reduction in coal, natural gas and petroleum refinery production; the lowest growth in over a decade. High policy rates, dearer forex and various other bottlenecks have impacted the economies of investment in infrastructure; thus turning many projects into non-performing assets and significantly affecting investment-growth multiplier effect. The new and stricter Land Acquisition Act along with non-extension of tax holiday under Section 80IA may further impede the investment climate.

A reason to cheer during the year was the narrowing down of Current Account Deficit(CAD). Rise in exports mainly due to improved growth of developed markets aided by Rupee depreciation and reduced gold imports helped in narrowing down the trade deficit. This supplemented by rise in net invisibles ultimately reduced the current account deficit to2% during the year. These factors along with increase in FII inflows, in expectation of astable government, helped the recovery of the exchange rate that breached the level of Rs. 68 per USD in August 2013 to Rs. 60 per USD in March 2014.

Fiscal deficit for FY 2013-14 is estimated to be at 4.6% of GDP against 4.9% in FY2012-13 mainly due to reduction in Plan and non-Plan revenue expenditure and revenue inflows coming from spectrum auctions, divestments, dividends and advance tax receipts.

Standard & Poor, while continuing with the negative outlook on India stated that post election political developments and policy actions could determine the sustainance of its investment grade.

Indian Rice Market

According to the latest estimated India has produced 108 million tons of rice in the financial year 2013-14 i.e around 4 million tons rise when compared with 2012-13 financial year. The margins for rice millers are going to stay thin due to Government increasing the Minimum Support Price (MSP) of Paddy by Rs. 50 to Rs. 1,360 per quintal for 2014-15 crop year," Paddy MSP of Grade ''A'' variety has been raised by Rs. 55 to Rs. 1,400 a quintal.

Rice milling is the oldest and the largest agro processing industry in the country. At present it has a turnover of more than 25,500/- crore per annum. It processes about 85 million tonnes of paddy per year and provides staple food grain and other valuable products required by over 60% of the population. Paddy grain is milled either in raw condition or after par-boiling, mostly by single hullers of which over 82,000 are registered in the country. Apart from it there are also a large number of unregistered single hulling units in the country.

A good number (60 %) of these are also linked with par-boiling units and sun -drying yards. Most of the tiny hullers of about 250- 300 kg/hr capacities are employed for custom milling of paddy. Apart from it double hulling units'' number over 2,600 units, underrun disc shellers cum cone polishers numbering 5,000 units and rubber roll shellers cum friction polishers numbering over 10,000 units are also present in the country. Further over the years there has been a steady growth of improved rice mills in the country. Most of these have capacities ranging from 2 tonnes /hr to 10 tonnes/ hr.

There is a need to develop improved rice mills as a village level agro processing unit for bringing about technical upgradation and development of the sector. Value addition and generation of gainful and sustainable employment opportunities are the other possible benefits arising out of this agro processing industry. The Central Govt. is also providing a big boost towards the development of this industry.

Growing markets like Bihar, Uttar Pradesh (U.P.) and Odisha are expected to contribute more towards rice mill modernization as compared to last year. Imports from China are expected to continue the steady growth they are experiencing from last few years. Opening up of exports would lead the millers to follow more stringent quality control measures in their rice mills with increased focus on cleaning section. Increasing importance of food safety, driven by establishment of Food Safety and Standards Act 2006, aimed to provide safe and wholesome foods to the consumers which will increase the demand for clean and safe rice processing machinery. The Food Corporation of India (FCI) is relaxing levy policies due to full utilization of current storage capacity is leading the millers to sell in open market for better realization, which would lead to modernization of machinery to match the quality demands of open market.

* Risk & Concerns

Risks of critical importance have been identified over a period of time. These risks are ranked on the basis of their impact on company''s business and likelihood of their occurrence. A cross functional team takes stock of these risks and calls for necessary measures to mitigate the risks from the concerned risk owners. The risk owners then produce action plans for risk mitigation which is then evaluated by the team. New risks are added with the changes in economic and market scenarios and undergo the same process

Identified risks include

* Stagnating market growth;

* Lack of Proper rainfall

* Steady growth of Chinese products contributed by both organized and un-organized rice mill manufacturers;

* Higher borrowing cost for millers affecting both profitability and cash flows.

The Company undertook various initiatives such as preventive maintenance service camps and customer training events for enhancing customer satisfaction and to improve organizational effectiveness for quick and effective resolution of customer issues. With the newly built facility at Butibori MIDC Nagpur, the Company will cater the demand for spares with improved market response.

Research & Development

Research & Development put focused efforts in introducing new products. New machine for polishing section in raw mills I.e Whitener is launched in this financial year. With the launch of this machine we can gain entry even in to raw mills polishing section.

Our new products Vibro Cleaner and Vibro Destoner which are successfully launched last year were accepted in all markets and got good business from all areas.

Shifting of Bhiwandi Operations to Nagpur

In order to maximize productivity, minimize operational costs so as to remain competitive in the market and for administrative convenience, the management of the company has decided to shift the factory operations which were carried out at Bhiwandi lock, stock & barrel to Butibori MIDC, Nagpur w.e.f 02nd May 2014.

During the course of shifting of operations, few of the contract workers protested and interrupted the process and with the help of Labour Union approached the Industrial Court.

The Industrial Court heard both the parties and passed the orders that the company will not remove any machinery from Bhiwandi premises and no office bearers or members of the labour union will prevent the free movement of men, vehicles and material ingress and outgress of the company till next date of hearing. The matter still is pending for hearing before the Industrial Court.

Financial Performance

During the year under review, the Company achieved sales of Rs. 1,479 lacs as against Rs. 1,487 lacs in the previous year showing minor decrease of 0.60 percent.

The profit before tax is Rs. 345 lacs (including profit on sale of land at Bhiwandi which was not in use for business operations of Rs. 499.98 lacs) in 2013 - 14 against profit of Rs. 383 lacs including profit on sale of land at Bhiwandi which was not in use for business operations of Rs. 1,040 lacs) in the previous year 2012 - 13.

Adequacy of internal controls

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and those transactions are authorised, recorded, and reported correctly.

The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulation as also internal policies and procedures.

The Company has successfully implemented SAP/B1 financial and business management systems. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

The Company has appointed Independent Internal Auditors, who monitor and review all transactions independently to get higher level of efficiency and reports directly to the Audit Committee, which consists of a majority of independent directors, on quarterly basis. The Internal Auditors conduct audits in all key business areas per the audit plan. All significant audit observations and follow up actions are reported to the Audit Committee along with Internal Audit Reports. The minutes of Audit Committee are reviewed by the Board for its suggestions/recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations, and recommendations of the Internal Auditors as well as External Auditors with reference to significant risk area and adequacy of internal controls.

Manpower:

The Company seeks to recruit and retain quality industry professionals and provide them with a high performance environment. During the financial year, total workforce of the Company was 120 as compared to 117 in FY 2013

Environment

The Company has obtained certification of ISO 9001:2008, for the purpose of standardization. The Company takes due care in the selection and usage of appropriate material and methods in order to avoid violation of norms formulated to safeguard the environment.

Forward Looking Statement

The report comprises of forward-looking statements that reflect the Company''s aspiration to grow, excel and rise above the threats it is facing in the current market. Terms like ''believe'', ''will'', ''projects'', ''plans'' or other analogous terms that not only acknowledge the projections about the future but also mention the product development, rise in market position, financial results and strategic growth of the Company, are forward-looking statements.

These statements are based on certain assumptions and expectations of future events that cannot be guaranteed to be accurate or to be realized by the Company as the actual results may vary from those projected in these statements. The Company assumes no responsibility to publicly amend, modify, or revise any forward looking statements, on the basis of any subsequent developments, information, or events.

4. Directors

Following Directors resigned from the post of Director and Member of the Company:

1. Mr. Vinod Sethi resigned with effect from 30th December 2013.

2. Mr. Dattatraya Swar resigned with effect from 22nd July 2014

The Board places on record its sincere appreciation for the valuable services rendered by Mr. Vinod Sethi and Mr. Dattatraya Swar.

Pursuant to Section 161 of the Companies Act, 2013, read with the Articles of Association of the Company, the Board of Directors, in its meeting held on 31 July 2014, co-opted Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as Additional Independent Directors, as recommended by the Nomination and Remuneration Committee of the Company. They hold office of Director up to the date of ensuing the Annual General Meeting of the Company.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to 5 (five) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013, from a member signifying their intention to propose Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as candidates for the office of Independent Directors at the ensuing Annual General Meeting. All of them are eligible for appointment.

The Company has also received the requisite disclosure / declarations from Mr. Saurabh Patwardhan, Mr. Rajesh Phadke and Mrs. Savita Sahasrabudhe as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Mr. Atul C. Kirloskar, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

The brief resumes and other details relating to the Directors who are proposed to be appointed/re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, forms part of the Explanatory Statement to the Notice of the Annual General Meeting.

5. Auditors

M/s Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company, retire at the ensuing Annual General Meeting, and are eligible for re-appointment. The requisite certificate as per Section 224(1B) of the Companies Act, 1956 has been received by the Company. The Audit Committee has recommended their re-appointment.

6. Corporate Governance

A separate report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

The annual listing fee for the year under review has been paid to BSE Limited, where your Company''s share is listed.

8. Fixed Deposits

Your Company has not accepted any public deposits during the year.

9. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

That the Directors had 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;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

11. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors G. G. Dandekar Machine Works Limited

Date: 30th May 2014 ATUL KIRLOSKAR Place: Pune Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 74th Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March 2013.

1. Financial Performance:

(Amount in Rs.) Year ending March 31,

2013 2012

Sales (Net) 148,759,580 131,774,882

Other Income 4,438,983 5,778,918

Profit on Sale of Fixed Assets 0 (81,346)

Profit / (Loss) on Sale of Investments (Net) 0 3,496,476

Exceptional Items 70,315,343 (68,881,404)

Profit Before Tax 36,767,241 (88,914,471)

Provision for Tax

Current Tax 6,927,000 0

Deferred Tax (18,861,187) (10,566,815)

Net Profit / (Loss) for the year 48,701,428 (78,347,656)

Profit brought forward from the previous year 129,498,551 207,846,207 Appropriations

a) Proposed Dividend 0 0

b) Corporate Dividend Tax 0 0

c) Transfer to General Reserves 0 0

d) Balance carried to Balance Sheet 178,199,979 129,498,551

2. Dividend:

Your Directors do not recommend dividend for the year.

3. Directors

Mr. Jeetendra Shende resigned from the post of an Executive Director and Director with effect from 8th January 2013 and Mr. Pranav Deshpande has been co.opted as an Additional Director by the Board of Directors of the Company with effect from 8th January 2013 and holds office of Director up to the date of this Annual General Meeting.

Mr. Atul Kirloskar and Mr. Nihal Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re.appointment.

Mr. Madhav Chandrachud, has been co.opted as an Additional Director by the Board of Directors of the Company with effect from 10th November 2012 and he holds office of Director up to the date of this Annual General Meeting.

The brief resumes and other details relating to the Directors who are proposed to be appointed/re.appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

4. Auditors

M/s Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company, retire at the ensuing Annual General Meeting, and are eligible for re.appointment. The requisite certificate as per Section 224(1 B) of the Companies Act, 1956 has been received by the Company. The Audit Committee has recommended their re.appointment.

5. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

6. SEBI Regulations & Listing Fees

The annual listing fee for the year under review has been paid to BSE Limited, where your Company''s share is listed.

7. Fixed Deposits

Your Company has not accepted any public deposits during the year.

8. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors state:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper expla. nation relating to material departures;

- That the Directors had 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;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors have prepared the annual accounts on a going concern basis.

9. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a state. ment giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

10. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the share. holders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

Date: 28th May 2013 Nihal Kulkarni

Place: Pune Vice Chairman

(Chairman of the meeting)


Mar 31, 2012

The Directors have pleasure in presenting the 73rd Annual Report together with audited annual accounts of the Company for the Financial Year ended 31st March, 2012.

1. Financial Performance:

Amount in Rs. Year ending March 31,

2012 2011

Sales (Net) 131,774,882 165,690,478

Other Income 5,778,918 13,513,031

Profit on sale of Fixed Assets (81,346) 16,818,315

Profit/(Loss) on sale of Investments (Net) 3,496,476 15,591,948

Exceptional Items: VRS Benefits (68,881,404) 0.00

Profit before Tax (88,914,471) 22,760,169

Provision for Tax:

Current Tax 0.00 4,000,000

Deferred Tax (10,566,815) 488,400

Tax for earlier years 0.00 274,689

Net Profit/(Loss) for the Year (78,347,656) 17,997,080

Profit brought forward from the previous year 207,846,207 208,505,709

Appropriations:

(a) Proposed Dividend 0.00 14,284,161

(b) Corporate Dividend Tax 0.00 2,372,421

(c) Transfer to General Reserve 0.00 2,000,000

(d) Balance carried to Balance Sheet 129,498,551 207,846,207

3. Directors

Mr. Dattatraya R. Swar and Mr. Vinod R. Sethi retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume and other details, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

4. Auditors

M/s. Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint Auditors for the current year and to authorise Board to fix their remuneration.

5. Audit Report

The Auditor's observations in para 4(v) of the Auditor's Report and para 3 and 5 of the Auditor's Report on Consolidated Financial State- ments, have been suitably explained/clarified in Note C-1 of Part C of Notes to Accounts and Notes to Consolidated Accounts respectively, and therefore do not call for any further comments.

6. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

The Annual Report, Corporate Governance Report, Financial Results, Share Holding Pattern, etc. statements of your Company can be accessed at website of Bombay Stock Exchange at www.bseindia.com as well as on the Company Website www.ggdandekar.com.

8. Fixed Deposits

The Company does not accept fixed deposits.

9. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors state:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reason- able 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 loss of the Company for that period;

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and that the Directors have prepared the annual accounts on a going concern basis.

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217(1)(e) of the Companies Act, 1956 read with the rules there under is given in Annexure A forming part of this report.

As required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of this report.

11. Acknowledgments

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the share- holders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

ATUL C. KIRLOSKAR Chairman

Date: 10th August, 2012 Place: Pune


Mar 31, 2010

The Directors have pleasure in presenting the 71st Annual Report together with audited annual accounts of the Company for the Financial Year ended 31 March 2010.

1. Financial Performance:

(Rupees) Year ending March 31,

2010 2009

Sales (Net of taxes) 192,562,146 172,647,000

Other Income 9,878,230 24,218,804

Profit on sale of Land 0 676,470

Profit on sale of Long Term Investments (6,085,316) 84,215

Profit before Tax 31,754,356 61,393,905

Provision for Tax:

Current Tax 13,000,000 20,000,000

Deferred Tax 2,094,904 101,396

Fringe Benefit Tax 0 430,000

Profit after tax 16,659,452 40,862,509

Profit brought forward from the previous year 210,502,839 191,121,142

Profit available for appropriation 227,162,291 231,983,651

Appropriations

Short Provision for Income tax for earlier years 0 269,058

(a) Proposed Dividend 14,284,161 14,284,161

(b) Corporate Dividend Tax 2,372,421 2,427,593

(c) Transfer to General Reserve 2,000,000 4,500,000

(d) Balance carried to Balance Sheet 208,505,709 210,502,839

Dividend

Your directors recommend a dividend of Rs.3/- per share (300%) for the financial year ended 31st March 2010. (Previous Year Rs. 3/- per share (300%).

Management Discussion & Analysis

The operations of the Company involve Manufacturing, Sales, Installation, Commissioning and After Sales Service of machines used in processing rice and cereals.

Industry Overview

The food grains processing industry is highly fragmented and spread across the entire country. During 2009-10, the industry witnessed a demand trend in line with its historic past. Timely rain fall, government policies and effect on the banking industry affect the cyclical demand of the industry. The process of paddy purchasing based on seasonality and festivals also determines cash flow and timeliness of the project.

Opportunities and Threats

In the year 2009-10 Company captured a string of orders in the 6 to 12 tonnes per hour range. The Company also saw impressive sales from the newly introduced whiteners, silky and color sorter.

During the year there was alarming increase in the input cost of iron and steel especially in the last two quarters which effected the profitability of the Company. Some of the rise in cost was absorbed by increasing sales realization. The Company sees similar trends in the current year due to huge demand of raw material in the construction, engineering and automobile sectors.

Segment-Wise Performance

The Company is exclusively into single segment of manufacturing of food processing machinery.

Outlook

The market scenario looks cautiously optimistic and there would be continued investments in the food grains machinery industry. Countries in Africa, Southeast Asia and Indian subcontinent are attractive markets for our products and services.

Concerns

During the current year, the industry witnessed entry of many new players selling single machines. As part of entry strategy, pricing was very low complemented with long credit term credit. Company has decided to focus on quality conscience customers who would pay for our performance and reliability.

Adequacy of Internal Controls

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded, and protected against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly.

The Company has an extensive system of internal controls which ensures optimal utilisation and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures.

The Company has successfully implemented SAP/ B1 financial and business management systems. These systems facilitate effective checks and controls as well as tight monitoring on a continuous basis.

The Company has appointed Independent Internal Auditors, who monitor and review all transactions independently to get higher level of efficiency and reports directly to the Audit Committee, which consists of a majority of independent directors, on quarterly basis. The Internal Auditors conduct audits in all key business areas as per the audit plan. All significant audit observations and follow up actions are reported to the Audit Committee alongwith Internal Audit reports. The minutes of Audit Committee are reviewed by the Board for its suggestions/ recommendations to further improve the internal control systems.

The Audit Committee periodically reviews audit plans, observations and recommendations of the Internal Auditors as well as external auditors with reference to significant risk areas and adequacy of internal controls.

Human Resource Development

The Company has always considered its Human Research as an asset and it is committed towards their development for continuous growth. We believe that highly engaged, talented and innovative people can lead to Business Excellence.

Major HR interventions relate to attraction and retention of talent, leadership development, competency development and employee engagement. The Company has adopted a Key Result Area (KRA) based performance appraisal system, and a performance linked incentive scheme for all its employees.

The Company identifies to nominate employees according to the individual training needs based on Performance Appraisal and Competency Mapping. In-house lectures and workshops are also conducted to stimulate healthy exchange of ideas.

The Company has adopted a policy of recruiting qualified, young and competent managers in order to enthuse energy and excitement which will directly influence creativity, innovation and dynamism in work place.

The total number of employees as on 31 March 2010are 144.

Industrial Relations

Company continues to enjoy healthy and productive relationship with workers.

Environment

In the year under review the Company has obtained noteworthy certification of ISO 9001:2008 for the purpose of standardisation.

Notes on Subsidiaries

The following may be read in conjunction with the Consolidated Financial Statements enclosed with the Accounts, prepared in accordance with Accounting Standard 21, and the Statement pursuant to Section 212 of the CompaniesAct, 1956.

G G Dandekar Investments Pte. Ltd.

The Company has incorporated a wholly owned subsidiary in the name of G G Dandekar Investments Pte. Ltd., an Investment Company to enable smooth long term investment in overseas projects, which has its registered office in Singapore.

Consolidated Accounts

The Annual Audited Consolidated Accounts and Cash Flow Statement, comprising of G. G. Dandekar Machine Works Ltd. and its subsidiary Company, appear in this Report in the section Consolidated Accounts. The Auditors Report on the Consolidated Accounts is also attached. The

Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by The Institute of Chartered Accountants of India in this regard.

Forward-Looking Statements

This report contains forward-looking statements, which may be identified by their use of words like plans, expects, will, anticipates, believes, intends, projects, estimates or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Companys strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

4. Directors

Mr. Atul C. Kirloskar and Mr. Nihal G. Kulkarni retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The brief resume and other details, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Report on Corporate Governance.

5. Auditors

Joshi & Kulkarni, Chartered Accountants, Statutory Auditors (Firm Registration No. 115751 W) of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorise the Board to fix their remuneration.

6. Corporate Governance

A report on the Corporate Governance, along with the certificate of compliance from the Practicing Company Secretary, forms part of this report.

7. SEBI Regulations & Listing Fees

Since SEBI has stipulated electronic filing of Annual Report, Corporate Governance Report, Financial Results, Share Holding Pattern, etc. on website www.sebiedifar.nic.in, statements of your Company can be accessed at this website as well as on the Company Website www.ggdandekar.com.

The annual listing fees for the year under review have been paid to the Bombay Stock Exchange Limited where your Companys shares are listed.

8. Fixed Deposits

The Company does not accept fixed deposits.

9. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors state:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

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;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis.

10. Statutory Disclosures

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the rules there under is given in Annexure Aforming part of this report.

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, a statement giving the required information relating to the employees covered there under is given in Annexure B forming part of th is report.

11. Acknowledgements

Your Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the shareholders, employees, bankers, suppliers and customers during the period under report.

For and on behalf of the Board of Directors

Date: 28 May 2010 Jeetendra M. Shende Nihal G. Kulkarni

Place: Pune Executive Director Vice Chairman

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