G G Engineering Ltd Management Discussions

Industry Overview:

The global economy continues to face steep challenges, shaped by the lingering effects of three powerful forces: the Russian invasion of Ukraine, a cost-of-living crisis caused by persistent and broadening inflation pressures, and the slowdown in China. Russias invasion of Ukraine continues to powerfully destabilize the global economy. Beyond the escalating and senseless destruction of lives and livelihoods, it has led to a severe energy crisis in Europe that is sharply increasing costs of living and hampering economic activity.

Russia is a major supplier of oil, gas, and metals, and, together with Ukraine, of wheat and corn, the current and anticipated decline in the supply of these commodities has already driven their prices up sharply. Europe, Central Asia, Middle East and North Africa, and sub-Saharan Africa are most affected. The food and fuel price increases will hurt lower-income households globally, including in the Americas and Asia.

Persistent and broadening inflation pressures have triggered a rapid and synchronized tightening of monetary conditions, alongside a powerful appreciation of the US dollar against most other currencies. Tighter global monetary and financial conditions will work their way through the economy, weighing demand down and helping to gradually subjugate inflation. So far, however, price pressures are proving quite stub- born and a major source of concern for policy makers. We expect global inflation to peak in late 2022 but to remain elevated for longer than previously expected, decreasing to 4.1 percent by 2024.

The global economy is experiencing a number of turbulent challenges. Inflation higher than seen in several decades, tightening financial conditions in most regions, Russias invasion of Ukraine, and the lingering COVID-19 pandemic all weigh heavily on the outlook. Normalization of monetary and fiscal policies that delivered unprecedented support during the pandemic is cooling demand as policymakers aim to lower inflation back to target. But a growing share of economies are in a growth slowdown or outright contraction. The global economys future health rests critically on the successful calibration of monetary policy, the course of the war in Ukraine, and the possibility of further pandemic-related supply side disruptions, for example, in China.

Global growth is forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023. About a third of the world economy faces two consecutive quarters of negative growth. Global inflation is forecast to rise from 4.7 percent in 2021 to 8.8 percent in 2022 but to decline to 6.5 percent in 2023 and to 4.1 percent by 2024.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

Strong economic growth in the first quarter of FY 2022-23 helped India overcome the UK to become the fifth-largest economy after it recovered from repeated waves of COVID-19 pandemic shock. Real GDP in the first quarter of 202223 is currently about 4% higher than its corresponding 2019-20, indicating a strong start for Inias recovery from the pandemic. Given the release of pent-up demand and the widespread vaccination coverage, the contact-intensive services sector will probably be the main driver of development in 20222023. Rising employment and substantially increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Opportunities and Threats:

The global diesel generator market size was valued at $20.8 billion in 2019, and is expected to reach $37.1 billion by 2027, registering a CAGR of 9.8% from 2020 to 2027. Increase in technological advancements in diesel generator and increase in demand for energy from various end-use industries are anticipated to provide lucrative growth opportunities for the key players to maintain the position in the market in the upcoming years.

We operate in a highly dynamic industry, and on account of changes in market conditions, industry dynamics, technological improvements or changes in trends and fashions and any other relevant factors, our growth strategy and plans may undergo changes or modifications, and such changes or modifications may be substantial, and may even include limiting or foregoing growth opportunities if the situation so demands. Our inability to implement our business strategies and sustain our growth may impair our financial growth and thus result in an adverse impact on our Companys share price.

Risks and Concerns:

Risks and Challenges being faced by the Company are same as what others in the industry are facing and those are

1. Technological advancement

2. Acquisition

3. Relationship with clients/customers

4. Competition.

5. Government policies

Internal Control System and its adequacy:

Adequate internal Control system help to prevent and detect frauds and errors, safeguarding of assets and accuracy and completeness of accounting records. The Companys well-structured internal control systems which are subject to regular assessment of its effectiveness, reinforces, integrity of Management and fairness in dealing with the Companys stakeholders.

Human Resources

The Company has maintained very harmonious and cordial relations. The issues relating to workers are resolved in harmonious and in cordial manner through regular interactions. We believe whatever we achieved from where we started our journey long back is the result of efforts of our team. So, we consistently aim to provide a sustainable environment for learning right from the stage of recruitment to retention.

Discussion on Financial Performance with respect to operational performance

Revenue and Profit/(Loss)

On Standalone basis, in Financial Year 2022-23, our revenue from operations increased to Rs. 1,10,82,82,992/- as compared to Rs. 15,14,38,717/- in the last year. The Company has a profit of Rs. 7,92,82,863/- on standalone basis as compared to loss of Rs. 20,22,015) in previous year.

On consolidated basis, in Financial Year 2022-23, our revenue from operations increased to Rs. 1,10,92,82,992/- as compared to Rs. 22,97,31,792/- in the last year. The Company has a profit of Rs. 8,61,30,861/- on consolidated basis as compared to profit of Rs. 40,15,258/- in previous year.

CAUTIONARY STATEMENT

Certain statements made in the Management Discussion and Analysis Report may constitute forward-looking-statements within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections, etc., whether express or implied. Several factors could make a significant difference to the Companys operations. These include climate and economic conditions affecting demand and supply, government regulations and taxation, natural calamities, etc. over which the Company does not have any direct control.

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is the application of best management practices, compliance of laws and adherence to ethical standards to achieve the Companys objective of maximizing shareholders value and discharge the social responsibilities.

Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements or the applicable regulations, including the Listing Agreement executed with the Stock Exchange and the SEBI Regulations, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Boards supervisory role from the executive management team and constitution of the Board Committees, as required under law.

We have a Board constituted in compliance with the Companies Act and the Listing Regulations in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas.

In addition to these, the Company has also adopted the requirements of Corporate Governance under Regulation 34 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the disclosure requirements of which are given below.

COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE

The Companys philosophy on Corporate Governance is to observe the highest level of ethics in all its dealings, to ensure the efficient conduct of the affairs of the Company to achieve its goal of maximizing value for all its stakeholders.

BOARD OF DIRECTORS :

a) Board Composition:

The Board of the Company should consist of optimum combination of Executive, Non-Executive - Independent Director, which should be in conformity with the requirement of Regulation 17 of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

The present strength of the Board is Six (6) Directors, of which two are executive, one is Non-Executive Non-Independent and three are independent Directors including one Women independent Director on the Board. None of the Directors is related to each other.

The Board Members possess the skills, expertise & experience necessary to guide the Company. In the opinion of Board, the Independent Director fulfil the conditions specified in Listing Regulations and are independent of the management.

The name and categories of Directors on the Board and number of Directorships in other Public Companies and Committee Chairmanship/Memberships held by them as on March 31, 2023 are given below:

Name of Director	Promoter/Executive/ Non-Executive/ Independent Non- Executive/Nominee	No. of Directorships in other Public Companies^	Committee membership in Public Companies^	Committee Chairmanships in Public Companies^	Category of Directorship in other Listed Companies
Mr. Atul Sharma	Managing Director	0	0	0	NA
Mr. Deepak Kumar Gupta	Whole Time Director	3	3	1	NA
Mr. Kamal Beriwal	Non-Executive Non- Independent Director	0	0	0	NA
Mrs. Poonam Dhingra	Non-Executive - Independent Director	1	0	0	NA
Mr. Nitin Bansal	Non-Executive - Independent Director	0	0	0	NA
Mr. Om Prakash Aggarwal	Non-Executive - Independent Director	1	3	1	Independent Director in GI Engineering Solutions Limited

^Pursuant to Regulation 26 of Listing Regulations, the Companies mentioned herein are Public Limited Companies whether listed or not and does not include other companies including Private Limited Companies, Foreign Companies, Companies under Section 8 of the Companies Act and High Value Debt Listed Entities.

b) Attendance at the Board Meeting and Annual General Meeting

The Board of Directors of the Company meets at least four times in a year. During the financial year 2022-23 Eights (8) Board Meetings were held and the gap between two meetings did not exceed 120 (One Hundred and Twenty) days. The necessary quorum was present for all meetings.

The said meetings were held on April 27, 2022, May 28, 2022, August 03, 2022, August 09, 2022, September 7, 2022, November 14, 2022, January 12, 2023 and February 25, 2023.

The attendance record of the Board of Directors at the Board Meetings and Annual General Meeting held during the financial year 2022-23 is as below:

Name of Director	No. of Board Meetings attended	% of Attendance in Board Meeting	Attendance at last AGM held on 30th September, 2022
Atul Sharma	7	100	Attended
Deepak Kumar Gupta	7	100	Attended
Kamal Beriwal	1	100	Not present
Nitin Bansal	5	100	Attended
Poonam Dhingra	4	100	Not present
Om Prakash Aggarwal	6	100	Not present

c) The details of equity shares of the Company held by the Directors of the Company held by the Directors as on March 31, 2023 are given below:

Name	Category	Number of Equity shares held
Atul Sharma	Managing Director	0
Deepak Kumar Gupta	Whole Time Director	0
Kamal Beriwal	Non-Executive Non-Independent Director	73,33,330
Nitin Bansal	Non-Executive - Independent Director	0
Poonam Dhingra	Non-Executive - Independent Director	0
Om Prakash Aggarwal	Non-Executive - Independent Director	0

d) Equity Convertible instruments: The Company has no outstanding equity convertible instruments.

e) Meeting of independent directors

A meeting of Independent Directors was held on February 25, 2023 without the participation of the Non-Independent Directors and members of the management. The Independent Directors carried out performance evaluation of Non-Independent Directors, the Board of Directors as a whole, performance of Chairman of the Company and assessed the quality, contents and timeliness of flow of information between the management and the Board.

f) Familiarization programme of independent directors

The Board members are provided with necessary documents to enable them to familiarize themselves with the Companys procedures and practices. Directors are periodically advised about the changes effected in Corporate Laws, Listing Regulations with regard to their roles, rights and responsibilities as Director of the Company.

The details of familiarization programme of the Independent Directors are available on the website of the Company at www.ggelimited.com.

g) Performance evaluation criteria for independent directors

The performance of Directors including Independent Directors is evaluated on the basis of criteria specified as per the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ("SEBI") with aim to improve effectiveness of the Board and the committees. The said criteria provide certain parameters like Qualification, experience, knowledge and competencies, fulfilment of functions, ability to function as a team, initiative, commitment and their participation and contribution at the Board and Committee Meetings. Evaluation of Independent Directors in their absence would be taken up by the entire Board based on the performance and fulfilment of the Independence criteria prescribed under Companies Act, 2013 and Listing Regulations Evaluation parameters.

h) Skills/expertise/competency of the board of directors

The Board of Directors of the Company comprises highly qualified members who possess required skills, expertise and competence that allow them to make effective contributions to the Board and its Committees.

The following skills /expertise/competencies have been identified for the effective functioning of the Company and are currently available with the Board of Directors: -

• Business

• Leadership & Management

• Strategy & Planning

• Financial Acumen

• Governance

While all the Board members possess the skills identified, their area of core expertise is given below:

Name of Director		Skills/ Expertise/ Competencies
	Business	Leadership & Management	Strategy & Planning	Financial Acumen	Governance
Mr. Atul Sharma	3	3	3	3	3
Mr. Deepak Kumar Gupta	3	3	3	3	3
Mr. Kamal Beriwal	3	3	3	3	3
Mr. Nitin Bansal	3	3	3	3	3
Mrs. Poonam Dhingra	3	3	3	3	3
Mr. Om Prakash Aggarwal	3	3	3	3	3

BOARD COMMITTEES

The following committees have been formed in compliance with the corporate governance norms:

1. Audit Committee

2. Stakeholders relationship Committee

3. Nomination and Remuneration Committee

AUDIT COMMITTEE

Our Company has constituted an audit committee ("Audit Committee"), as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015.

The terms of reference of Audit Committee complies with the requirements of Companies Act and SEBI LODR Regulations. The committee presently comprises following three (3) members.

(a) Composition of Audit Committee

Sr. No.	Name of the Director	Designation	Category
1.	Mrs. Poonam Dhingra	Chairperson	Non-Executive & Independent Director
2.	Mr. Nitin Bansal	Member	Non-Executive & Independent Director
3.	Mr. Om Prakash Aggarwal	Member	Non-Executive & Independent Director

(b) Terms of reference

The terms of reference of the Audit Committee are given below:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

5. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

6. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

7. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

8. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub section (3) of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report.

9. Reviewing, with the management, the quarterly financial statements before submission to the board for approval

10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

11. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

12. Review and monitor the auditors independence and performance, and effectiveness of audit process

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

20. Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee.

21. Mandatorily reviews the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee

22. Review the Financial Statements of its subsidiary company, if any.

23. Review the composition of the Board of Directors of its Subsidiary Company, if any.

24. Review the Vigil mechanism (whistle blowing) policy.

25. Examination of the financial statement and the auditors report thereon;

26. Approval or any subsequent modification of transactions of the company with related parties; 27. Scrutiny of inter-corporate loans and investments; 28. Valuation of undertakings or assets of the company, wherever it is necessary; 29. Evaluation of internal financial controls and risk management systems; 30. Monitoring the end use of funds raised through public offers and related matters.

(c) Meetings and attendance during the year

During the financial year 2022-23, Six (6) meetings of Audit Committee were held on 27th April, 2022, 28th May, 2022, 9th August, 2022, 14th November, 2022, 12th January, 2023 and 25th February, 2023. The attendance of members at the meeting is given below:

Name	Number of Meetings attended
Mrs. Poonam Dhingra	6
Mr. Nitin Bansal	6
Mr. Om Prakash Aggarwal	6

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company has been constituted in line with the provisions of Regulation 20 of Listing Regulations read with Section 178(5) of the Companies Act, 2013. The Committee looks into shareholders and investors grievances.

(a) Composition:

The composition of the stakeholders Relationship Committee meeting is as below:

Sr. No.	Name of the Director	Designation	Category
1.	Mr. Om Prakash Aggarwal	Chairperson	Non-Executive & Independent Director
2.	Ms. Poonam Dhingra	Member	Non-Executive & Independent Director
3.	Mr. Nitin Bansal	Member	Non-Executive & Independent Director

Ms. Meghna Kashtwal, Company Secretary is the Compliance Officer of the Company w.e.f. 7th September, 2022.

(b) Terms of reference of stakeholder Relationship Committee are as under:

• Redressal of shareholders/ investors complaints viz. non-receipt of annual report, dividend payments etc.;

• Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/ renewal, dematerializations;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Any other power specially assigned by the Board of Directors of the Company.

(c) Status of complaints received during the year:

During the financial year 2022-23, two complaints were received from the shareholders of the Company and were duly disposed-off during the year. As on 31st March, 2023, no shareholder compliant is pending with the Company.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the Company has been constituted in accordance with regulation 19 of Listing Regulations and Section 178(1) of the Companies Act, 2013.

(a) Composition:

The Composition of the Nomination and Remuneration Committee has been as under:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Mr. Nitin Bansal	Chairperson	Non-Executive & Independent Director
2.	Ms. Poonam Dhingra	Member	Non-Executive & Independent Director
3.	Mr. Om Prakash Aggarwal	Member	Non-Executive & Independent Director

(b) Terms of reference:

The terms of reference of the Nomination and Remuneration Committee are as follows:

• The remuneration committee recommends to the board the compensation terms of the executive directors.

• The committee to carry out evolution of every directors performance and recommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in senior management in accordance with the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of executive directors including ESOP, Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designation and increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract, retain and motivate directors.

• Bringing about objectivity in deeming the remuneration package while striking a balance between the interest of the Company and the shareholders.

(c) Meetings and attendance during the year:

During the year under review, one meeting of Nomination and Remuneration Committee was held on 15th October, 2022. The table for attendance at the said meeting is given below:

Name	Number of Meetings attended
Mr. Nitin Bansal	1
Ms. Poonam Dhingra	1
Mr. Om Prakash Aggarwal	1

(d) Performance evaluation criteria for Independent Directors:

The Nomination and Remuneration Committee will consider inter-alia the following attributes while recommending to the Board the candidature for appointment as Independent Director(s):

(i) Qualification, expertise and experience in their reability etc.

(iii) Such other criteria as may be prescribed under Listing Regulations or by the Board from time to time.

The Nomination and Remuneration Committee will ensure that the candidate is not disqualified for appointment under Section 164 and other applicable provisions of the Companies Act, 2013. In case of re-appointment of Independent Directors, the Board takes into consideration the performance the performance evaluation of the Independent Directors and their engagement level.

The necessary disclosures regarding Committee positions have been made by all the Directors. None of the Directors on the Board is a member of more than 10 Committees and chairman of more than 5 Committees as specified in SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, across all Companies in which they are Directors. As per SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

REMUNERATION OF DIRECTORS

The policy of the Company on Directors appointment and remuneration is available on the website of the Company at www.ggelimited.com.

GENERAL BODY MEETINGS

(a) Location and time, where last three Annual General Meetings held

Financial Year	Location	Date	Time
2021-22	Meeting held through Video Conferencing ("VC")/Other Audio-Visual Mode ("OVAM")	30th September, 2022	11:30 a.m.
2020-21	Meeting held through Video Conferencing ("VC")/Other Audio-Visual Mode ("OVAM")	13th September, 2021	03.30 p.m.
2019-20	Meeting held through Video Conferencing ("VC")/Other Audio-Visual Mode ("OVAM")	28th September, 2020	12:00 Noon

(b) Special resolutions passed in the previous three Annual General Meetings

Financial Year	Special Resolutions
2021-22	• Approval for borrowing under Section 180(1)(c) of the Companies Act, 2013.
	• Approval for securing borrowings of the Company under Section 180(1)(a) of the Companies Act, 2013
	• Approval to make loans and investments under Section 186 of the Companies Act, 2013.
	• Approval for giving loan and guarantee or providing security in connection with loan availed by any specified person under Section 185 of the Companies Act, 2013
	• Approval for related party transactions under Section 188 of the Companies Act, 2013
2020-21	• Approval to sale or transfer immoveable property of the Company
	• Sale, transfer or disposal of the shares held by the Company in its
	Subsidiary
2019-20	None

(c) Special Resolutions passed last year through postal ballot

The Company sought the approval of the shareholders of the Company through postal ballot notice dated 27th April, 2022 and 25th February, 2023. M/s. Kumar G & Co. and M/s. Manoj Purbe

& Associates were appointed as scrutinizer for the above-mentioned postal ballots respectively, to scrutinize the postal ballot and remote e-voting process in fair and transparent manner. The postal ballot was carried out as per the provisions of Section 108 and Section 110 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder.

The details of resolutions passed through postal ballot is as follows:

Resolutions passed through postal ballot notice dated 27th April, 2022:

Particulars	Votes in favour of the resolution			Votes against the resolution
Description of resolution	No. of votes	No of shares	% of votes	No. of votes	No of shares	% of votes
To subdivide nominal value of Equity shares of the Company from Rs. 2 (Rupees Two) to Re. 1 (Rupee One) per share.	48	2050636	99.97	2	572	0.03
To approve funds raising and issuance of securities by the Company	43	2043183	99.61	7	8025	0.39
To increase in authorized share capital of the company and consequent alteration in capital clause of the Memorandum of Association of the company	46	2049336	99.91	4	1872	0.09
To shift Registered Office of the Company from the state of Maharashtra to the state of Delhi and consequent alteration in Clause II of the Memorandum and Articles of Association of the Company	44	2047076	99.80	6	4132	0.20
To appoint Mr. Deepak Kumar Gupta (DIN: 00057003) as a Director of the Company	44	2046983	99.79	6	4225	0.21

 

Resolutions passed through postal ballot notice dated 27th April, 2022:
Particulars	Votes in favour of the resolution			Votes against the resolution
Description of resolution	No. of votes	No of shares	% of votes	No. of votes	No of shares	% of votes
To appoint Mr. Deepak Kumar Gupta (DIN: 00057003) as a Whole Time Director of the Company	44	2046986	99.79	6	4222	0.21
To appoint Mr. Atul (DIN: 08290588) as a Director of the Company	43	2046956	99.79	7	4252	0.21
To appoint Mr. Atul (DIN: 08290588) as a Whole Time	43	2046953	99.79	7	4255	0.21
Director of the Company
To appoint Mr. Nitin Bansal (DIN: 09522632) as a	45	2047086	99.80	5	4122	0.20
Director of the Company
To appoint Mr. Nitin Bansal (DIN: 09522632) as an Independent Director of the Company	45	2047086	99.80	5	4122	0.20
To appoint Ms. Poonam Dhingra (DIN: 09524982) as a Director of the Company	44	2047053	88.80	6	4155	0.20
To appoint Ms. Poonam Dhingra (DIN: 09524982) as an Independent Director of the Company	45	2047083	99.80	5	4125	0.20
To appoint Mr. Om Prakash Aggarwal (DIN: 09553402) as a Director of the Company	45	2047083	99.80	5	4125	0.20
To appoint Mr. Om Prakash Aggarwal (DIN: 09553402) as an Independent Director of the Company	45	2047083	99.80	5	4125	0.20
All the resolutions were passed by the shareholders based on the results of e-voting, with the requisite majority and the results of the same were announced on 29th May, 2022.
Resolutions passed through postal ballot notice dated 25th February, 2023
To approve raising of funds and issuance of securities by the company	144	52567854	99.69	15	162096	0.31
To increase in authorized share capital of the company and consequent alteration in capital clause of the Memorandum of Association of the company.	141	52565802	99.70	17	159148	0.30
All the resolutions were passed by the shareholders based on the results of e-voting, with the requisite majority and the results of the same were announced on 30th March, 2023.

(d) Special resolutions proposed to be conducted through postal ballot

None of the Special resolutions proposed to be conducted through postal ballot.

MEANS OF COMMUNICATION

(a) Quarterly results : Quarterly results of the Company are published in Financial Express and Mumbai, Lakshdeep newspapers and displayed on the Companys website at www.ggelimited.com.

(b) Official News Releases : The Companys website displays the official news releases, if any.

(c) Presentation made to institutional investors or to analyst : No presentation was made to institutional investors or to the analyst by the Company.

GENERAL SHAREHOLDER INFORMATION

(a) Annual General Meeting : Friday, September 29, 2023 through Video Conferencing ("VC")/ Other Audio Visual Means ("OVAM") at 11:30 A.M.

(b) Financial Year : 1st April to 31st March

(c) Name and address of stock exchange at which listed entitys securities are listed and a confirmation about payment of annual listing fee to each stock exchange : Securities of the Company are listed on BSE Limited and the Company has paid annual listing fees for the financial year 2023-24.

(d) Stock Code: BSE Scrip Code :- 540614; ISIN: INE694X01030

(e) Market price data-high, low during each month in last financial year and performance in comparison to broad based indices:

Month	Highest	Lowest	Volume
April, 2022	7.17	5.25	2,53,91,994
May, 2022	5.88	4.80	40,46,157
June, 2022	5.47	2.23	2,28,12,098
July, 2022	2.60	2.31	60,49,246
August, 2022	3.43	2.36	2,83,73,108
September, 2022	3.54	1.98	2,18,99,525
October, 2022	2.14	1.70	5,40,20,307
November, 2022	1.86	1.64	1,32,99,220
December, 2022	2.01	1.35	19,09,11,289
January, 2023	1.35	1.35	2,69,27,321
February, 2023	1.24	0.95	6,17,46,850
March, 2023	1.28	0.83	3,92,67,430

 

Month	S & P BSE Sensex
	Highest	Lowest
April, 2022	60845.1	56009.07
May, 2022	57184.21	52632.48
June, 2022	56432.65	50921.22
July, 2022	57619.27	52094.25
August, 2022	60411.2	57367.47
September, 2022	60676.12	56147.23
October, 2022	60786.7	56683.4
November, 2022	63303.01	60425.47
December, 2022	63583.07	59754.1
January, 2023	61343.96	58699.2
February, 2023	61682.25	58795.97
March, 2023	60498.48	57084.91

(f) Registrar to an issue and share transfer agents:

The Registrar and Transfer Agent (RTA) of the Company is KFin Technologies Private Limited located at: Karvy Selenium Tower B,

Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana-500032

(g) Share transfer system : The Companys shares are traded on the stock exchange in demat mode. Transfer of equity shares in electronic form are effected through the depositories with no involvement of the Company.

(h) Distribution of shareholding as on 31st March, 2023:

	Distribution Schedule As On 31/03/2023 (Total)
S.No.	Category	No. of Cases	% of Cases	Amount	% of Amount
1.	1-5000	35851	83.58	3,66,41,291.00	9.63
2.	5001- 10000	3110	7.25	2,37,31,324.00	6.23
3.	10001- 20000	1759	4.10	2,59,03,529.00	6.80
4.	20001- 30000	689	1.61	1,73,37,402.00	4.55
5.	30001- 40000	338	0.79	1,20,96,458.00	3.18
6.	40001- 50000	257	0.60	1,19,83,743.00	3.15
7.	50001- 100000	496	1.16	3,61,91,633.00	9.51
8.	100001 & above	396	0.92	21,67,93,205.00	56.95
	Total:	42896	100.00	38,06,78,585.00	100.00

 

Sl. No.	Particulars	Number of	Percentage of
		shares held	shareholding
1.	Promoter	73,33,330	1.93%
2.	Individuals	29,85,75,964	78.43%
3.	Bodies corporates	5,55,20,861	14.58%
4.	Clearing Members	2,20,334	0.06%
5.	HUF	1,90,28,096	5.00%
	Total	38,06,78,585	100%

(i) Dematerialization of shareholding:

About 99.99% of the paid-up capital has been dematerialized upto 31st March, 2023. The details of demat of shares as on 31st March, 2023 are given below:

	Number of shareholders	No. of shares	% of capital
NSDL	9,323	15,01,67,738	39.45
CDSL	34,529	23,04,72,847	60.54

Reconciliation of share capital audit

As stipulated by the Securities and Exchange Board of India, a qualified Practising Company Secretary carries out an Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited with the total listed and paid-up capital. This audit is to be carried out in each quarter. The audit confirms that the total listed and paid-up share capital of the Company is in agreement with the aggregate of total number of shares in dematerialized form held with NSDL and CDSL shares.

(a) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity : The Company has not issued any GDRs/ADRs/Warrants or any other convertible instruments.

(b) Foreign exchange risk and hedging activities : The Company has no foreign exchange exposure.

(c) Address for correspondence :

M/s. G G Engineering Limited Office No. 306, 3rd Floor, Shivam House Karam Pura,

Commercial Complex, New Delhi 110015

(d) Credit ratings : During the year 2022-23, the Company has not issued any securities for which credit rating was required to be obtained.

OTHER DISCLOSURES

(a) Disclosure on materially significant related party transactions : There were no materially significant related party transactions i.e. transactions of the Company of material nature with its promoters, directors or the management, their subsidiary or relatives etc. during the year, that may have potential conflict with interest of the Company at large.

(b) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI, or any statutory authority, on any matter related to capital markets, during the last three years : During the last three years, there has been no incidence of non-compliance by the Company. However, the Company has paid the penalty imposed by the stock exchange for delay filing.

(c) Whistle Blower Policy : The Company has established Whistle Blower Policy for Directors and employees to report about fraud or violation of Companys code of conduct or unethical behaviour. The policy aims to provide an avenue for employees and directors to raise concerns and reassure them that they will be protected from reprisals or victimization for whistle blowing in good faith.

During the year ended March 31, 2023, no matter has been received under Whistle Blower Policy of the Company and no personnel has been denied access to the Chairman of the Audit Committee of the Company.

(d) Compliance with mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 : The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

(e) Web link where policy for determining material subsidiaries is disclosed : https://ggelimited.com/wp-content/uploads/2023/01/Policy-on-determining-material-subsidiary.pdf

(f) Web link where policy on dealing with related party transactions : https://ggelimited.com/wp-content/uploads/2023/01/Policy-on-Related-Party-Transactions.pdf

(g) Disclosure of commodity price risk and commodity hedging activities : The Company has no commodity price risk and commodity hedging activities.

(h) Details utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) : During the year the Company did not raise funds through preferential allotment or qualified institutional placement as specified under Regulation 32(7A). However, funds were raised through rights issue which were utilized for following purposed:

• Meeting working capital requirements

• General Corporate purpose

• Issue related expenses

(i) Certificate of Non-Disqualification of Directors by Practicing Company Secretary:

M/s. Kumar G & Co., Secretarial Auditor of the Company has issued a certificate under Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this report.

(j) Acceptance of recommendations made by the Committees : During the financial year 2022-23, the Board has accepted all recommendations of its committees.

(k) Total fees paid to Statutory Auditors : The details of total fees paid to the Statutory Auditors is as given below:

Particulars	March 31, 2023	March 31, 2022
As statutory Auditor	2,20,000	80,000
Taxation Matters	–	50,000
Total	2,20,000	1,30,000

(l) Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Number of complaints filed during the financial year 2022-23	0
Number of complaints disposed-off during the financial year 2022-23	0
Number of complaints pending as on the end of financial year 2022-23	0

CEO/CFO CERTIFICATION

The Managing Director and the Chief Financial Officer have issued a certificate pursuant to Regulation 17 of the Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companys affairs.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

Compliance certificate regarding compliance of conditions of corporate governance is annexed to this report.