| The Directors have pleasure in presenting their Twenty Fourth Annual
Report on the business and operations of the Company and the accounts
for the Financial Year ended March 31, 2015.
1.Financial Performance of the Company
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
Particulars 2014-2015 2013-14
(Rs. In lacs) (Rs. In lacs)
Sales 3332.69 2816.19
Other Income 11.49 7.65
Profit Before Interest and 138.50 95.07
Depreciation
Finance Charges 28.03 22.34
Gross Profit 110.47 72.73
Provision for Depreciation 53.92 61.26
Net Profit Before Tax 56.55 11.47
Provision for Tax 16.13 2.26
Net Profit After Tax 40.42 9.21
Balance of Profit brought
forward 1166.59 1157.37
Balance available
for appropriation - -
Proposed Dividend
on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General
Reserve - -
Surplus carried to
Balance Sheet 40.42 9.21
2. Brief description of the Company's working during the year
The Directors feel great pleasure in reporting that your company has
been made overall good performance during the year. The turnover of the
company during the year was Rs. 3332.69 lacs and Net profit after tax
during the year is Rs. 40.42 lacs.
Company's Unit-I at Malanpur, Unit-II at Mandideep, Power Mech
Industries(Under proprietorship of the company) are working well.
GTV Engineering Ltd is a Hi-Tech Heavy Steel Fabrication & Machining
Company working as sub-contractors for various Giant Engineering
companies like BHEL / SIEMENS / ABB / METSO / ALSTOM / THERMAX / FLS
mirth / GEBR. PFEIFFER / L&T-MHPS / HOWDEN etc. and is engaged in the
execution of several Infrastructural Projects (Power / Mineral / Cement
/ Railways & Metros projects).
3. Change in the nature of business, if any The Company doesn't change
the nature of Business during the financial year 2014-15.
4. Dividend
The Company has not declared any dividend during the Financial Year
2014-2015 for further expansion plans.
5. Reserves
The Board has recommended the Current year profit of Rs. 40,42,101 is
transferred to Profit and Loss account.
6. Share Capital
Issue of Shares with Differential Rights
The company under the provision of Section 43 read with Rule 4(4) of
the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV]
has not issued any shares with Differentials rights during the
Financial Year 2014-2015
Issue of Sweat Equity Share
The company under the provision Section 54 read with Rule 8(13) of the
Companies (Share Capital and Debentures) Rules, 2014 has not issued any
sweat equity shares during the Financial Year 2014-15.
7. Directors and Key Managerial Personnel
The Company has 6(Six) Directors comprising of 3(three) Executive and
3(three) Independent Directors on the Board.
Mr. Gaurav Agrawal, Director retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
The Board of Directors at their meeting held on 10/01/2015 appointed
Mr. Manjeet Singh as Chief Financial Officer and Ms. Priyanka
Shrivastava1. as Company Secretary and Compliance Officer of the
Company.
The members at Extra-Ordinary general meeting held on 30/03/2015
appointed Mr. Jacob John, Mr. Venkita Krishnan Iyer2. and Mr. Sukumaran
Maniyan Nair3. as an Independent Directors for term of 5 years.
8. Particulars of Employees
No Employee of the company has received remuneration as per sub rule
(2) of Rule 5 of Companies (Appointment and Remuneration of Managerial
person) Rules, 2014
9. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year Ten Board Meetings and Four (4) Audit
Committee 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 Companies Act,
2013.
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
11. Declaration by an Independent Director(s) and re- appointment, if
any
A declaration by an Independent Director(s) that he/they meet the
criteria of independence as provided in sub-section (6) of Section 149
of the Companies Act, 2013 has been received by the Company at the
meeting in which they are appointed. An independent director shall hold
office for a term up to five consecutive years on the Board of a
Company, but shall be eligible for reappointment for next five years on
passing of a special resolution by the Company and disclosure of such
appointment in the Board's report.
12. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Nomination and
Remuneration Policy is forming part of this report as
Annexure-I.
Managerial Remuneration:
Statement of Disclosure of Remuneration under Section 197 of Companies
Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
A) Ratio of the Remuneration of each Executive Director to the median
employee's remuneration for the financial year 2014-15.
S.
No. Name of Director Designation Ratio of Percentage
Remuneration of Increase in
each
Director to Remuneration
median
remuneration of
employees.
1. Mr. Mahesh Agrawal Managing
Director 3: 0.4 N.A
2. Mrs. Veena Agrawal Director 1: 0.2 N.A
3. Mr. Gaurav Agrawal Director 1: 0.4 N.A
Note: The non-executive Directors of the Company are entitled for
sitting fee and commission as per statutory provisions and are paid
within limits approved by shareholders. The details of remuneration
paid to non-executive directors during the year under review is
provided in Corporate Governance Report. Therefore, the ratio of
remuneration and percentage increase for non-executive directors
remuneration is not considered for the aforesaid purpose.
B) The Company has 11 permanent employees on the rolls of the company
as on 31st March, 2015.
C) The Managing Director and Executive Directors are not paid any
variable component of remuneration. The fixed remuneration of Rs. 36
lacs per annum is paid to the Directors.
In case of Independent Directors, they are paid sitting fees of Rs.
10,000 to each Director during the financial year and commission as
approved by Nomination and Remuneration for each financial year.
D) Ratio of the Remuneration paid of the highest paid Director to that
of the Employees who are not Directors but receive remuneration in
excess of the highest paid director during the year:
The Managing Director is the highest paid director. No employee has
received remuneration higher than the Managing Directors.
13. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary/Joint venture/Associate
Companies.
14. Auditors:
The Auditors, M/s Rath Dinesh & Associates, Chartered Accountants,
being ratified by the members at the ensuring Annual General Meeting
and being appointed for a period of 2 years from the conclusion of this
Annual General Meeting [AGM] till the conclusion of 26th AGM.
15. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
16. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s.
Kushal Sharma & Associates, Practicing Company Secretaries have been
appointed as Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure II to this report. The
report is self-explanatory and do not call for any further comments.
17. Internal Audit & Controls
The Company continues to engage its Internal Auditor. During the year,
the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work
includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit
Committee on an ongoing basis to improve efficiency in operations.
18. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.gtv.co.in under
investors/policy documents/Vigil Mechanism Policy link.
19. Risk management policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company.
20. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE III .
21. 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
No Material changes occurred subsequent to the close of the financial
year of the Company relating to settlement of tax liabilities,
operation of patent rights, depression in market value of investments,
institution of cases by or against the company, sale or purchase of
capital assets or destruction of any assets during the financial year.
22. 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: N.A
23. Deposits
No Deposit was accepted, remain unpaid or unclaimed and no default was
made in repayment of deposit during the year 2014-2015
24. Particulars of loans, guarantees or investments under section 186
of Companies Act, 2013 The company has not given any loans or
guarantees covered under the provisions of section 186 of the Companies
Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements.
25. Particulars of contracts or arrangements with related parties:
The Company has not engaged in any contract or arrangements with
related parties during the financial year.
26. Corporate Governance Certificate
The Compliance certificate from M/s Rath Dinesh & Associates, Chartered
Accountants, regarding compliance of conditions of corporate governance
as stipulated in Clause 49 of the Listing agreement is annexed with the
report.
27. Conservation of energy, technology absorption and foreign exchange
earnings and outgo The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are as follows
a) Conservation of energy
Your Company continues to give priority for conservation of energy on
an ongoing basis keeping in view the national concern for energy
conservation.
- Energy Conservation measures taken: Capacitor banks have been
installed in series with MPMKVVCL, Bhopal power connection to bring the
energy power factor to be required standard valves to reduce the power
losses.
- Total energy consumption and consumption per unit of production :
Form-A
Current Year Previous Year
2014-2015 2013-2014
A. Power and Fuel consumption
- Electricity
Purchased Unit(KWH in 4.89 3.73
lacs)
Total amount(Rs in lacs) 40.62 36.22
Own generation(Units) 0.00 0.00
Through diesel generator 0.00 Ltrs 379.00 Ltrs
Cost/unit (rs.) 0.00 0.00
- Coal
Qty(tonnes) N.A N.A
Total Cost (Rs. In lacs)
Average Rate(Rs.) N.A N.A
- Others
B. Consumption per ton of
production 138.190KWH 68.504KWH
Form- B
(b) Technology absorption
Research & Development : Internal efforts for the improvement
of weld quality & productivity.
Expenditure on R & D : No separate expenditure
Technology absorption, adaptation and information
Technology Imported : N.A
Future plans : N.A
(c) Foreign exchange earnings and Outgo
During the year, no foreign exchange was used and earned by the
Company.
28. Human Resources
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
29. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 and
loss of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) 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.
(f) 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.
30. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
31. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to Calcutta Stock Exchange where the Company's Shares
are listed.
32. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
Date: 30/05/2015
Place: Bhopal On behalf of the Board of Directors
For GTV Engineering Limited
Sd/-
Mahesh Agrawal
Managing Director |