GG Automotive Gears Limited Unlisted Shares Annual Reports

GG Automotive Gears Limited Unlisted Shares

GG Automotive Gears Ltd 50th Annual Report 2023-24 Summary GG Automotive Gears Ltd (GGAG), established in 1974, is a manufacturer of traction gears and pinions located in Central India. With over 50 years of legacy, GGAG is a dominant force in the locomotive gear market. The company pivoted from smaller automotive gears to medium to large gears. GGAG is a fully integrated organization proficient in developing and manufacturing locomotive and industrial gears, pinions, gearboxes, and forged components, serving various industries like railways, metro systems, oil & gas, defense, wind energy, and power transmission. More than 500 clients endorse the quality of GGAG's products. **Facts & Figures:** * 50 years of Experience * Exporting to 20+ countries globally * 6,000+ MT of forging production capacity annually * 10,000+ Gears produced annually * 20,000+ Pinions/Shafts produced annually * 150+ machines in-house * Dedicated team of 500+ Employees * 250+ satisfied OE Customers **Mission:** To drive continuous growth by providing high-quality, innovative components and engineering solutions that power essential industries worldwide. **Vision:** To be the global benchmark in gear manufacturing, continually expanding our impact by advancing technology and fostering long-term partnerships across critical industries. **Company History:** * 1974: Incorporated * 1979: First Commercial Order from Western Railways, India executed * 1985: Developed components for OEMs in the Indian Railways (CLW, DLW) * 1995: Listed on the Bombay Stock Exchange * 2000: GGAG commences supplies to American markets for railroad gears * 2010: Modernisation of facilities commences, new machines acquired from Klingelnberg Germany * 2016: Backward integration by setting up a forging unit (Unit II) * 2017: A new line of CAPEX with additions to gear cutting and gear grinding facilities * 2018: GGAG receives International Railway Industry Standard (IRIS) certification & gets accredited by the Government of India as an 'R&D Centre of Excellence' * 2020: Received recognition as 'SME of the year' by Rail Analysis India * 2021: Forayed into metro gears by supplying to European customers for single stage and two stage gearboxes * 2021: Relisted on the Bombay Stock Exchange * 2022: Unit III commences operations, a facility dedicated to pinion shaft manufacturing * 2024: Unit IV commences operations, adding 25,000+ Sq. feet of space for operations **Key Financial Indicators (in INR Lakhs):** | | 2023-24 | 2022-23 | 2021-22 | 2020-21\* | 2019-20 | | :------------- | :------ | :------ | :------ | :-------- | :------ | | Total Income | 9,528 | 7,686 | 4,750 | 3,003 | 5,575 | | EBITDA (%) | 12.65 | 9.97 | 12.19 | 6.43 | 15.28 | | PAT | 443 | 194 | 42 | -246 | 173 | *Performance Impacted due to Covid-19 **FY 2023-2024 Key Metrics:** * Current Ratio – 1.25 * ROCE - 14.84% * EPS - INR 5.32 GGAG serves a broad range of industries and applications. GGAG adheres to the principle of OTIF (On Time, In Full) to adhere to delivery schedules and maintains the highest quality standards through integrated management systems. The industries served include Railway/Locomotive, Metro, Industrial, Mining, and Wind Energy, among others. GGAG has made significant investments in machining, heat treatment, metallurgy, and quality control, and has expanded its facilities with new sheds totaling over 30,000 square feet. **Chairman and Managing Director's Message (Kennedy Ram Gajra):** GGAG achieved a total income of Rs. 95.28 crores in FY2023-24, a 24% increase from the previous year, and reported an operating income of Rs. 12.05 crores, up by 57%. GGAG's order book is at a record high. **Overview of the Economy and Industry:** The fiscal year 2023-24 was remarkable for India, emerging as one of the fastest-growing major economies globally. The Indian economy grew by 8.2% during FY 2022-23. GGAG anticipates expansion in the metro gear sector and also is experiencing rising demand in sectors including oil and gas, power transmission, wind energy, cooling towers, mining, and automotive. **Key Initiatives:** GGAG implemented initiatives that successfully reduced costs per component and improved lead times, while maintaining quality control. The company retrofitted and refurbished existing machinery and invested in new equipment, adding 30,000+ square feet of space. Improved industrial engineering practices and focus on reducing consumable costs were also implemented. **Future Outlook:** GGAG is optimistic about achieving similar growth levels and plans to mitigate impacts of business cycle fluctuations and dependencies by expanding into diverse markets. The 50th Annual General Meeting of the members of GG Automotive Gears Limited will be held on Saturday, 21st September, 2024 at 11:30 AM. Resolutions to be considered include the adoption of audited financial statements, the reappointment of Mr. Kennedy Ram Gajra as Managing Director, and the appointment of Mr. Pravin Kumar Shishodiya and Mr. Kamlesh Joshi as Non-Executive Directors. To approve the revision in the Managerial Remuneration of Mr. Anmol Gajra, being Whole-Time Director of Company. To make investments, give loans, guarantees and security in excess of limits specified under section 186 of the Companies Act, 2013. **Board of Directors and Key Managerial Personnel:** * Mr. Kennedy Ram Gajra, Chairman and Managing Director * Mr. Anmol Gajra, Whole Time Director * Mr. Shailendra Ajmera, Non-Executive Independent Director (upto 31/03/2024) * Mr. Pravin Kumar Shishodiya, Non-Executive Independent Director (upto 31/03/2024 and w.e.f. 1st April, 2024) * Mr. Kamlesh Joshi, Non-Executive Independent Director * Ms. Divyanshi Joshi, Non-Executive Independent Director * Ms. Ruchi Sogani, Non-Executive Independent Director * Mr. Manoj Sharma, Chief Financial Officer (CFO) * Ms. Lata Narang, Company Secretary **Directors' Report Key Highlights:** * Total turnover of Rs. 95,28,20,246 * Profit amounted to Rs. 4,43,20,219 * Issued equity share of 7,13,833 to Non-Promoter and 4,55,000 Shares to Promoter Category * No change in the business during the financial year * Future plans include maintaining the dominant presence in the Indian Railways and explore newer markets globally * No transfers to any specific reserves during the year * Increased the Authorised Share Capital of the Company * No dividend has been recommended by the Company * The company does not have any subsidiaries * The Company's Board has three committees: Audit, Risk and Compliance Committee; Nomination and Remuneration Committee; and Shareholders/Investors Grievance Committee * Shri Kennedy Ram Gajra, Managing Director & CEO, Mr. Anmol Gajra, Whole time Director, Shri Manoj Sharma, CFO and Ms. Lata Narang as a Company Secretary * Mr. Kennedy Ram Gajra (DIN NO: 02092206) was re-appointed as the Managing Director of the Company * Extracts of Annual Return are furnished in Annexure II * The Directors confirm that the applicable accounting standard has been followed along with proper explanation relating to material departures * The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 * The Board adopted a formal mechanism for evaluating its performance and that of its Committees and individual Directors **Auditor's Report:** The report expresses an unmodified opinion on the company's standalone financial statements, which comply with Indian Accounting Standards. Key audit matters include the adoption of Ind AS 116 Leases. The report also mentions that 100% of Promoter Shareholding is not in Demat Mode and 2,37,399 Equity shares of Rs. 10 each are yet to be dematerialized. **Ratio Analysis:** | Particulars | 2023-24 | 2022-23 | Change in % | | :-------------------------- | :------ | :------ | :---------- | | Debtors Turnover Ratio | 4.93 | 6.17 | -20.10% | | Inventory Turnover Ratio | 3.48 | 3.42 | 1.75% | | Interest coverage Ratio | 3.86 | 1.69 | 128.40% | | Current Ratio | 1.25 | 1.15 | 8.70% | | Debt Equity Ratio | 0.86 | 1.52 | -43.43% | | Operating Profit Margin Ratio (%) | 34.92 | 27.04 | 29.14% | | Net Profit Margin Ratio (%) | 0.05 | 0.03 | 67% | | Return on Net worth (%) | 13.95 | 8.69 | 60.53% |

GG Automotive Gears Limited Unlisted Shares

G.G. Automotive Gears Limited Annual Report Summary: **Company Overview:** G.G. Automotive Gears Ltd. (GGAG), established in 1974 and based in Dewas, Madhya Pradesh, India, is a leading manufacturer of traction gears and pinions, holding a market leadership position in locomotive gears for the past 40 years. The company transitioned from automotive gears to traction gears as a strategic move. GGAG prides itself on its cost-effectiveness, quality, and adherence to delivery standards. The company is a self-sufficient organization, developing and manufacturing locomotive and industrial application gears and pinions, gearboxes, and forged automotive components. The company's mission is to be a world-renowned manufacturer of gears and forged components. The vision is to attain maximum customer satisfaction, minimize employee turnover, grow its knowledge base, commit to continual improvement, safeguard the environment, and adhere to legal compliances. **Financial Performance (FY 2022-23):** The company reported a total income of Rs. 77,64,81,367/-, reflecting a 61% year-over-year (YOY) growth in annual revenues. The company's total turnover was Rs. 77,27,60,927/-, with total expenditure amounting to Rs. 75,83,36,800/-. Profit after tax stood at Rs. 1,94,07,389/-. The company's equity shares are listed on BSE Limited, and the listing fees for FY 2022-23 and 2023-24 have been paid. **Future Outlook & Strategy:** GGAG expresses confidence in maintaining similar growth levels in the upcoming financial year, supported by its brand value, market presence in the Indian Railways, and opportunities in the global railway market. Diversification into markets like earth moving equipment, mining, steel, and industrial applications is intended to buffer against pandemic-related business cycle effects. The company intends to continue investing in technology to reduce component costs and improve customer satisfaction. GGAG aims to maintain its dominant presence in the Indian Railways and expand into European and American markets. R&D projects are underway to complement growth pursuits and strengthen diversified business verticals. **Key Initiatives:** Several initiatives were undertaken during the financial year to reduce costs per component, improve lead times, and maintain quality control. These included retrofitting and refurbishing existing machines, investing in newer machines, implementing standard operating procedures, reducing consumable costs via engineering and procurement efforts, and upgrading the ERP software. **Board of Directors and Key Managerial Personnel:** * Mr. Kennedy Ram Gajra (Chairman and Managing Director) * Mr. Anmol Gajra (Whole Time Director) * Mr. Manoj Sharma (Chief Financial Officer) * Ms. Lata Narang (Company Secretary & Compliance Officer) **Annual General Meeting:** The 49th Annual General Meeting (AGM) will be held on Monday, 21st August, 2023 at 11:00 AM via video conferencing. Kennedy Ram Gajra will retire by rotation and offers himself for re-appointment. Also, Mr. Anmol Gajra is proposed for re-appointment as Whole-Time Director. E-voting facility has been arranged for the members. The register of members and share transfer books will be closed from Monday, 14th August, 2023 to Monday, 21st August, 2023. **Corporate Governance and Compliance:** The company confirms adherence to applicable accounting standards, maintenance of proper accounting records, and implementation of internal financial controls. The Directors have confirmed compliance with applicable Secretarial Standards. The Company has established a vigil mechanism for Directors and employees to report genuine concerns. The company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. **Auditors:** M/s Mukesh & Associates are the Statutory Auditors. M/s. HSPN & Associates LLP are the Secretarial Auditors. Mr. Prakash Naringrekar of HSPN & Associates LLP has been appointed as the Scrutinizer for the e-voting process. **Financial Results:** | Particulars | 31.03.2023 (INR) | 31.03.2022 (INR) | | ------------------------------------------------ | --------------- | --------------- | | Earnings before Interest, Depreciation and Tax | 8,02,73,931 | 5,98,83,926 | | Profit before tax | 1,81,44,567 | 41,71,949 | | Profit after tax | 1,94,07,389 | 41,57,828 | **Director Re-appointments:** The notice includes details and justification for the re-appointment of Mr. Anmol Gajra as a Whole-time Director for three years. Shareholder approval is sought for his re-appointment and remuneration. **Key Ratios:** The annexure provides an analysis of various financial ratios, including: Debtors Turnover Ratio, Inventory Turnover Ratio, Interest coverage Ratio, Current Ratio, Debt Equity Ratio, Operating Profit Margin Ratio, Net Profit Margin Ratio, Return on Net worth. **Important Notes from Notice:** * The meeting will be held through video conferencing. * E-voting facility is available for members. * Members should register their email addresses to receive notices. * The company has engaged Central Depository Services (India) Limited (CDSL) for e-voting facility. * Members can submit queries related to the Annual Report via email. The company emphasizes its commitment to ethical standards, skill development of employees, and providing opportunities for growth within the organization. The Directors express appreciation for the support received from various stakeholders, including shareholders, employees and customers.

GG Automotive Gears Limited Unlisted Shares

G.G. Automotive Gears Ltd. 48th Annual Report Summary (2021-2022) **Company Overview:** G.G. Automotive Gears Ltd. (GGAG), established in 1974 and based in Dewas, Madhya Pradesh, India, is a leading manufacturer of traction gears and pinions. GGAG has been a market leader in locomotive gears for the past 40 years. The company's mission is to become a world-renowned manufacturer of gears and forged components. The company envisions attaining maximum customer satisfaction by ensuring timely supply of quality products, minimizing employee turnover, retaining its knowledge base, and committing to continual improvement while safeguarding the environment and adhering to legal compliances. **Board of Directors and Key Managerial Personnel:** The report lists the Board of Directors and key managerial personnel, including Mr. Kennedy Ram Gajra (Chairman and Managing Director), Mr. Anmol Gajra (Whole Time Director), and Ms. Lata Narang (Company Secretary & Compliance Officer). **Annual General Meeting (AGM):** The 48th Annual General Meeting of G. G. Automotive Gears Limited was held on Thursday, 25th August, 2022 at 11:30 A.M. through video conferencing. Ordinary business included receiving, considering, and adopting the audited financial statements for the year ended 31st March, 2022. Shri Anmol Ram Gajra, retiring by rotation, offered himself for reappointment. Special business included seeking authority for the Board of Directors for borrowings and creation of charge up to a revised limit of Rs. 75 crores. Due to COVID-19, physical attendance of members was dispensed with, and the AGM was held through video conferencing. E-voting was provided to members. **Chairman's Message and Performance Review:** Chairman Kennedy Ram Gajra reported that GGAG delivered a good performance in FY 2021-22. The company saw a 63% YoY growth in annual revenues, reporting a total income of Rs. 47,71,04,610. He expressed confidence in achieving similar growth levels in the coming financial year, driven by the company's brand value, market presence in Indian Railways, and opportunities in the global railway market. Key initiatives included reducing costs, improving lead times, emphasizing quality control, retrofitting/refurbishing existing machines, investing in newer machines, and upgrading ERP software. The company also bagged the ‘Most Promising SME' award at the Rail Analysis' Rail & Metro Awards in 2020. **Director's Report and Financial Results:** The Director's Report states that the company reported a total turnover of Rs. 47,50,84,205 in FY 2021-22. Profit after tax for the year was Rs. 41,57,828. There was no change in the nature of the company's business. The company aims to maintain its dominant presence in the Indian Railways and explore new markets globally. * Earnings before Interest, Depreciation and Tax: Rs. 5,98,83,926 * Finance Cost: Rs. 2,34,04,750 * Depreciation: Rs. 3,23,07,226 * Profit before tax: Rs. 41,71,949 * Current Tax: Rs. 6,50,828 * Deferred Tax: Rs. (636706) * Profit after tax for the year: Rs. 41,57,828 **Key Updates and Compliance:** * Trading in Equity Shares was revoked w.e.f 22nd November, 2021 * The company has received final trading approval, and suspension in trading of Equity Shares has been revoked with effect from 22nd November, 2021, and the Company has paid Revocation Fees amounting to Rs. 35,40,000/-. * The Annual Return for 2014 is available on the company's website. * The Board confirms compliance with accounting standards and internal financial controls. * Independent Directors have submitted disclosures of meeting requirements under Section 149(7) of the Companies Act, 2013. * The Board adopted a formal mechanism for evaluating its performance and that of its Committees. * Kennedy Ram Gajra was re-appointed as Managing Director for a period of three years from 1st July 2021 to 30th June 2024. * Ms. Lata Narang was appointed as Company Secretary and Compliance Officer of the Company with effect from 2nd February, 2022. * Anmol Gajra retires at the AGM and is eligible for re-appointment. * There was delay in submission of Annual Report for the Financial Year 2020-21, and the company was levied a fine of Rs. 2,34,000/- by BSE Limited. **Audit and Compliance Matters:** M/s. Mukesh & Associates are the Statutory Auditors. M/s. HSPN & Associates LLP are the Secretarial Auditors. The Secretarial Audit Report noted a few observations, including not having 100% of the Promoters Shareholding in Demat Mode and the company has not maintained structural database as per SEBI Circular SEBI/HO/CFD/DCR1/CIR/P/2018/8. The explanations for these observations are provided, with the directors commenting that the same are under process or under implementation. **Other Disclosures:** The company does not have any Employee Stock Option Scheme. The company has adequate internal financial Controls with reference to financial statements. The company complied with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. **Financial Statements Analysis:** The report includes key financial statements such as the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement. These statements provide detailed information about the company's assets, liabilities, equity, revenue, expenses, profits, and cash flows. Key ratios are also provided including debtor turnover ratio (5.66), inventory turnover ratio (2.95) interest coverage ratio (1.17) . * Net Profit: 0.01% * Return on Capital Employed (before interest and taxes): 0.12 **Annexures:** The report includes several annexures providing additional details on various aspects of the company's operations, including: * Secretarial Audit Report * Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo * Particulars of contracts/arrangements with related parties * Disclosure relating to remuneration of directors and key managerial personnel * Management's Discussion and Analysis Report **Risk Management:** The Company's risk management includes operational risk, competition risks, human resources and industrial relations risks, financial risks and liquidity risk.

GG Automotive Gears Limited Unlisted Shares

The following is a detailed summary of the G.G. Automotive Gears Ltd. 47th Annual Report for 2020-2021. **Company Overview and Performance** G.G. Automotive Gears Ltd. is a leading Indian manufacturer of traction gears and pinions, based in Dewas, Madhya Pradesh. Established in 1974, the company has been a market leader in locomotive gears for 40 years. The company's mission is to become a world-renowned manufacturer of gears and forged components. Their vision is to achieve maximum customer satisfaction by ensuring timely supply of quality products, minimize employee turnover, retain valuable knowledge, and commit to continual improvement while safeguarding the environment and adhering to legal compliances. The company reported a total turnover of Rs. 300,623,179 for the financial year 2020-21. **Board of Directors and Key Personnel** The board consists of: * Mr. Kennedy Ram Gajra (Managing Director) * Mr. Anmol Gajra (Whole Time Director) * Mr. Shailendra Ajmera (Non-Executive Independent Director) * Mr. Pravin Kumar Shishodiya (Non-Executive Independent Director) * Mrs. Ruchi Sogani (Non-Executive Independent Director) * Mr. Narayan Shrivas (Chief Financial Officer) * Ms. Divya Desai (Company Secretary) The auditors are M/S. Mukesh & Associates, Chartered Accountants, Mumbai, and the Secretarial Auditors are HS Associates, Company Secretaries, Mumbai. Union Bank of India serves as the banker, and Purva Sharegistry (India) Pvt. Ltd is the Share Transfer Agent. **Chairman's Message and Future Outlook** Chairman Kennedy Ram Gajra acknowledged the challenges posed by the COVID-19 pandemic but expressed confidence in GGAG's ability to achieve similar growth levels in the coming financial year. The company aims to maintain its dominant presence in the Indian Railways and explore newer markets globally, particularly in East Asia and the Americas. GGAG will also continue to invest in technology to reduce costs per component and improve customer satisfaction. The company also bagged the ‘Most Promising SME' award at the Rail Analysis' Rail & Metro Awards held in New Delhi in 2020. **47th Annual General Meeting Details** The 47th Annual General Meeting was scheduled for September 25, 2021, at 11:30 A.M. via video conferencing. The notice outlined ordinary business including adopting audited financial statements and re-appointing Kennedy Ram Gajra as a director, and special business such as re-appointing Kennedy Ram Gajra as Managing Director and Anmol Gajra as Whole-Time Director. The company provided instructions for remote e-voting, starting September 22, 2021 and ending September 24, 2021. Shareholders were able to attend the meeting through video conferencing. **Director's Report and Financial Operations** The Directors' Report highlights that the total turnover was Rs. 30,06,23,179, with a loss of Rs. 2,45,67,638. The company's efforts to develop new products for domestic and export markets continue. There has been no change in the business nature. The Company did not recommend any dividend. The equity shares of the company continue to remain under suspension but have paid the reinstatement fees of Rs. 32,40,000. Also, the company has paid the listing fees to the Stock Exchange, i.e. Bombay Stock Exchange. **Board Meetings and Committees** Six Board Meetings were held during the year. The company has an Audit, Risk and Compliance Committee, a Nomination and Remuneration Committee, and a Shareholders/Investors Grievance Committee. **Directors' Responsibility Statement** The Directors affirm responsibility for preparing the annual accounts, selecting accounting policies, maintaining adequate accounting records, and safeguarding company assets. They also confirm the existence of internal financial controls. **Corporate Governance and Compliance** The company has in place internal financial controls, a vigil mechanism, and a comprehensive risk assessment procedure. It complies with applicable Secretarial Standards. There are no employees in the Company who, if employed throughout the financial year, were in receipt of remuneration. **Remuneration and Related Party Transactions** Information on Director remuneration is provided. Mr. Kennedy Ram Gajra's proposed remuneration is Rs. 60,00,000 lacs p.a., and Mr. Anmol Gajra's is Rs. 18,00,000 lacs p.a. **Financial Performance Details** The annexures contain detailed information on: * Extract of Annual Return (Form No. MGT-9) * Shareholding Pattern * Loans, Guarantees and Investment made under Section 186 of the Companies Act, 2013 * Details of contracts with related parties (Form No. AOC – 2) * The companies policy for directors appointment, remuneration and board performance * Details for the re-appointment for directors * Financial performance of the company * Details about the appointees * Pecuniary relationship directly or indirectly * Reason of loss or inadequate profits and steps to improve this * The composition of the Audit committee This is a comprehensive summary that covers all key elements of the G.G. Automotive Gears Ltd. Annual Report for the fiscal year 2020-2021, while maintaining the report's overall structure and flow.