G G Dandekar Properties Ltd
Directors Reports
To
The Members,
G. G. DANDEKAR MACHINE WORKS LIMITED
Your Directors have the pleasure of presenting the 84th Annual Report with the Audited
Statement of Accounts of the Company for the year ending 31st March 2023.
FINANCIAL PERFORMANCE (Amt in Rs. Lakhs)
Particulars |
Standalone |
Consolidated |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
286.41 |
1,994.08 |
286.41 |
1,994.08 |
Profit/(Loss) before exceptional items
and tax |
(440.46) |
1,808.30 |
(440.46) |
1,808.30 |
Exceptional Items |
- |
- |
- |
- |
Profit before tax |
(440.46) |
1,808.30 |
(440.46) |
1,808.30 |
Tax Expense (Current and Deferred Tax) |
(10.37) |
75.53 |
(10.37) |
75.53 |
Net Profit/(Loss) after Tax |
(430.09) |
1,645.33 |
(430.09) |
1,645.33 |
Share of Profit of Associate Company |
- |
- |
119.578 |
2.85 |
Net Profit/(Loss) for the period |
(430.09) |
1,645.33 |
(310.51) |
1,648.16 |
Other Comprehensive Income |
84.06 |
(97.97) |
84.06 |
(97.97) |
Total Comprehensive Income for the year,
net of tax |
(346.03) |
1,547.36 |
(226.45) |
1,550.18 |
Note: Consolidated results show the company's share in the net profit of the
associate company,viz. Navasasyam Dandekar Private Limited. DIVIDEND
Considering the Company's financial performance, growth plans and related funding
requirements, your Directors do not recommend any dividend for the financial year 2022-23.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
1. This section includes discussion on the following matters within the limits set by
the Company's Competitive position:
(A) OVERVIEW
G. G. Dandekar Machine Works Limited (The Company) is addressing real estate business.
The Company during the year under review purchased pre-leased commercial property at
prime location in Pune city. The property is generating steady lease rental income for the
company.
Considering the developments in the economic and commercial environment, the Company
has diversified into real estate and leasing of property business by making modification
in the object clause of Memorandum of the Company. The change in the object clause in the
previous financial year helped the company in securing moderate to lucrative business
opportunities. The change will help in generating steady returns over the long term, which
shall ensure consistent value creation for the members of the company. The Company
foresees appreciation in the value of land and real estate based on the rise in demand for
real estate spaces, which may positively impact the financial performance of the Company.
Associate Company:
The company has an associate company which was formed as joint venture company with
subject experts who brought in with them rich industry experience in non-rice segment. The
associate company has shown positive results and gains for the company. It has helped
company to graduate from rice milling machinery business to various other grains, legumes,
and spices etc.
At the beginning of the year, the Company was operating in 2 verticals namely
manufacturing of machinery and commercial real estate.
During the year since 20 February 2023, the Board of Directors of the company decided
to discontinue the manufacturing activities at Butibori plant in Nagpur.
The Company now operates in one vertical commercial real estate - leasing of property.
(B) INDIAN ECONOMY
Despite the three shocks of COVID-19, Russian-Ukraine conflict and the Central Banks
across economies led by Federal Reserve responding with synchronized policy rate hikes to
curb inflation, leading to appreciation of US Dollar and the widening of the Current
Account Deficits (CAD) in net importing economies, agencies worldwide continue to project
India as the fastest-growing major economy at 6.5-7.0 per cent in FY23.
India's economic growth in FY23 has been principally led by private consumption and
capital formation and they have helped generate employment as seen in the declining urban
unemployment rate and in the faster net registration in Employee Provident Fund. Moreover,
World's second-largest vaccination drive involving more than 2 billion doses also served
to lift consumer sentiments that may prolong the rebound in consumption. Still, private
capex soon needs to take up the leadership role to put job creation on a fast track.
The following were some of the highlights of state of Indian Economy during FY 2022-23:
• Recovering from pandemic-induced contraction, Russian-Ukraine conflict and
inflation, Indian economy is staging a broad-based recovery across sectors, positioning to
ascend to the pre-pandemic growth path in FY23.
• Private consumption in H1 is highest since FY15 and this has led to a boost to
production activity resulting in enhanced capacity utilization across sectors.
• The Capital Expenditure of Central Government and crowding in the private Capex
led by strengthening of the balance sheets of the Corporate is one of the growth drivers
of the Indian economy in the current year.
• The credit growth to the MSME sector was over 30.6 per cent on average during
Jan-Nov 2022.
• Retail inflation is back within RBI's target range in November 2022.
• Indian Rupee performed well compared to other Emerging Market Economies in
Apr-Dec2022.
• Direct Tax collections for the period April-November 2022 remain buoyant.
• Enhanced Employment generation seen in the declining urban unemployment rate and
in the faster net registration in Employee Provident Fund.
• India's GDP growth is expected to remain robust in FY24. GDP forecast for FY24
to be in the range of 6-6.8 %.
(C) INDUSTRY STRUCTURE AND DEVELOPMENT
Real Estate is one of the industries with the highest international recognition. It is
divided into four sub-sectors: residential, retail, hotel, and commercial. The expansion
of this sector is largely supported by the expansion of the business environment and the
need for office space, as well as urban and semi-urban housing.
The Indian real estate market is growing at a rapid pace. It is expected to increase to
US$ 1 trillion in 2030 from US$ 200 million in 2021, making it the third largest globally.
The real estate sector contributed around 7% to India's GDP in FY 2018-19, and its share
is expected to advance to about 13% in 2025. The sector has robust forward and backward
linkages with core sectors of the economy, namely, steel, cement, and other building
materials, which directly/indirectly impacts 270 industries.
The commercial real estate market in India is well organized and highly competitive.
Rising economy, digitalization, growth in the IT/ ITeS sector and varied government
reforms (industrial corridors, FDI policy, RERA, REITs) have resulted in higher demand for
the commercial real estate space. Global investment poured in as the government relaxed
FDI norms, promoting the development of malls and other organized retail spaces. At the
same time, the digital economy and e-commerce attributed to a demand for coworking office
spaces, smart warehousing, and logistics hubs.
(D) OPPORTUNITIES AND THREATS
The demand for commercial real estate has increased as a result of the booming economy
and the returning workers to offices, as was previously said however with another issue
that is becoming more significant is the rise of co-working spaces. Innovative office
space ideas, business-friendly efforts and top-notch amenities for tenants are further
factors driving the increase indemand.
Due to the removal of limits connected to the pandemic, vacancies in Grade A offices
are now returned to being stable compared to the previous two years. JLL predicts that due
to rising demand, the Grade A office market would reach 1.2 billion square feet by 2030.
Commercial real estate leases are typically long-term, and every three years, the
rental rate increases by 15%, making it profitable for developers. This has fueled the
creation of a number of new office space projects that are currently under construction
and will be open soon.
Threat related real estate industry include following amongst others:
1. Political uncertainty - the change in leadership affects heavily the taxation system
which has link to the real estate sector. When the political scenario changes leadership
economic environment gets influenced. A war between the countries may affect the real
estate industry.
2. Interest rates- when interest rates rise, it has firm impact on real estate markets.
This rise will reduce the demand amongst the customers.
3. Economy and affordability - when the economy goes down, the affordability of the
potential customer also goes down which in turn affects the growth of real estate
industry.
4. Natural disaster-When natural disaster occurs, it affects thereal estate industry
adversely.
(E) SEGMENT-WISE PERFORMANCE OR PRODUCT-WISE PERFORMANCE
In the year 2022-23, the Company has purchased pre-leased commercial property in Pune
which is a rapidly developing city and counted among the best urban infrastructure in
India. It is ranked second in the Ease of Living Index 2020 by the Ministry of Housing and
Urban Affairs in India. It was ranked highest among all Indian cities by Mercer's 21st
Annual Quality of Living Rankings in 2019 and ranked seventh in terms of per capita
income. The city's real estate sector growth is driven by IT, education, automobile, and
manufacturing sectors. India's Smart Cities Mission has driven the growth of Pune's urban
infrastructure. Investments valued at more than Rs. 650 Bn are expected to be infused over
eight years for establishing metro rail links, a new airport terminal, and a ring road.
Your company operates in 1 segment only with effect from 20 February 2023- real estate
leasing of property
(F) OUTLOOK
Commercial Real Estate in India:
India's commercial real estate market has been steadily growing, and the rise of small
and medium real estate land developers and a segment of institutional capital has acted as
a catalyst for the sector. Additionally, the development of robust office infrastructure
has increased the country's economic activity, creating opportunities for real
estate-focused startups.
Pune is a rapidly growing city in Maharashtra with a thriving economy and a strong
presence in the IT, manufacturing, and automobile industries. It is home to many large
corporations, including Amazon, TATA, and Infosys, making it an ideal location for
commercial real estate investments.
The demand for commercial property in Pune for sale is rising. With upcoming properties
offering a range of options for investors. From commercial shops for sale in Pune to large
office spaces, there are plenty of opportunities to tap into. Real estate Pune developers
also focus on building robust office infrastructure to meet the growing demand from
occupiers.
India's population is expected to be 1.52 Bn by 2036 with a 70% increase in the urban
areas. India's urban population is expected to grow from 35% in 2022 to 39% by 2036,
driving the growth of the real estate sector. India has more than 50% of the population
below the age of 25 and more than 65% of the population below the age of 35. This
demographic advantage is expected to translate into increased real estate demand.
The Government of India allowed FDI up to 100% in the Indian real estate sector, which
is expected to attract increasing investments.
The pandemic-infused trends coupled with low-interest rates, affordability, and other
favorable factors harnessed the positive sentiments in these markets resulting in growing
property sales.
(G) RISK AND CONCERNS
The Company has commenced business of leasing of property in the FY 2022-23. Though
this business in the evolving stage, following risks are identified:
• Geographic risk - The Company's focus on a few areas could affect growth.
• Funding risk -It did not have any borrowings till Q1 of FY 2022-23. The Company
has availed loan of Rs. 4.7 crore to acquire property in FY 22-23- in the month of August
2023. The Company has a strong debt-equity ratio.
• Competition risk - The Company's expertise in project planning and execution,
along with the expertise of its directors, makes it an ideal choice. We are looking at a
development offering that includes commercial spaces in real estate segment.
Your Board is conscious of these risks and will take adequate measures to mitigate the
risks before considering any further investments in development of projects.
(H) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiency,
accuracy and promptness in financial reporting and compliance of various laws and
regulations.
The internal control system is supported by the internal audit process. An Internal
Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the
Internal Audit Report and the adequacy and effectiveness of internal controls
periodically.
(I) COMPANY'S FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Standalone:
During the financial year under review, your company has achieved turnover of Rs.
250.89 Lakhs (previous year NIL). The Loss before exceptional items and tax for the period
is Rs. (83. 92)Lakhs (as against Profit of Rs. 1,808.28Lakhs during FY 2021-22). The net
loss for the period is Rs.(430.09) Lakhs (as against net profit Rs. 1645.31 Lakhs during
FY 2021-22).
Consolidated (Includes PAT of Associate Company proportionate to Company share):
During the financial year under review, your company has achieved turnover of Rs.
250.89 Lakhs (previous year NIL). The loss before exceptional items and tax for the period
is Rs. (83. 92) Lakhs (as against profit of Rs. 1,808.28Lakhs during FY 2021-22). The net
loss for the period is Rs. (310.51) Lakhs (as against net profit Rs. 1,648.16 Lakhs during
FY 2021-22).
(J) MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FORMAT, INCLUDING
NUMBER OF PEOPLE EMPLOYED
During the year under review, the Executive Director, the CFO and compliance officer
resigned from their posts and new candidates joined these positions. The Company seeks to
recruit and retain quality industry professionals and provide them with a performance
oriented environment.
During the financial year, total workforce of the Company stands at 4.
(K) ENVIRONMENT
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.
(L) CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and
Analysis, describing the Company's objectives, projections, estimates and expectations may
constitute
“forward looking
statements” within the
meaning of applicable laws and regulations. Actual results might differ materially from
those either expressed or implied.
(M) LISTING FEES
The annual listing fees for the year under review have been paid to BSE Limited, where
your Company's shares are listed.
(N) SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March 2023, the Company has consolidated the accounts by taking into
consideration the financials of Navasasyam Dandekar Private Limited, an associate company
of the Company.
There are no companies that have become or ceased to be subsidiaries, joint ventures,
or associate companies of the Company during the year.
The Board presents Audited Standalone & Consolidated Financial Statements as
prepared in compliance with the Indian Accounting Standards and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(O) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
Details of significant changes, i.e., change of 25% or more, as compared to the
immediately previous Financial Year in key financial ratios, along with detailed
explanation therefore:
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:
Details of significant changes, i.e., change of 25% or more, as compared to the
immediately previous Financial Year in key financial ratio, along with detailed
explanation therefore:
Sr " Particulars No. |
Ratio as on 31 March 2023 Rs. in
Lakhs |
Ratio as on 31 March 2022 Rs. in
Lakhs |
% of Change |
Explanations if any |
1. Debtors' Turnover* |
63.09 |
11.27 |
459.8 |
New Segment - Real Estate started during
FY 23. Rentals from tenants collected in advance. |
2. Creditors' Turnover* |
0.00 |
0.36 |
100 |
Reduction in Purchases, discontinued
operations of manufacturing activities |
3. Inventory Turnover* |
3.45 |
1.86 |
85 |
Reduction in inventory, Inventory as on
31.03.2023 is Nil. |
4. Interest Coverage Ratio |
1.52 |
NA |
NA |
The Company have interest cost on its
borrowing. |
5. Current Ratio* |
5.35 |
65.63 |
91.8 |
Decrease in assets due to sale of quoted
investments. |
6. Debt Equity Ratio* |
0.09 |
NA |
NA |
The Company has debt raised during the
year ender review. |
7. Return on Capital employed |
(0.08) |
0.31 |
(127.3) |
Loss for FY 23 includes impairment to
Fixed Assets (Rs.211.57 lakhs) and Profit for FY 22 includes profit on sale of Land and
Building |
8. Return on investment |
1.39 |
0.19 |
631.6% |
|
9. Return on Equity Ratio |
(0.08) |
0.35 |
(123.2) |
|
10. Net Profit Margin* (%) |
(141.39) |
76.94 |
(283.8) |
|
11. Operating Profit Margin (%) continued
operations |
(0.56) |
0.91 |
(161.7) |
The company during the year under review
discontinued its manufacturing activities. Reduction in the ratios due to current year's
loss as compared to last year. Profit for FY 22 includes profit on sale of Land and
Building. |
12. Operating Profit Margin (%)
dis-continued operations |
(20.05) |
(0.61) |
3210.2 |
|
Note: Last year figures are re-grouped/updated as necessary.
* Calculated in accordance with the Guidance Note issued by ICAI on Ind AS and Schedule
III of the Companies Act 2013. Previous year numbers are restated accordingly.
There are no sector specific equivalent ratios for disclosure by the Company.
During the year, the Company borrowed sum of Rs. 4,70,000/- (Rupees Four Crore Seventy
Lakhs Only) from the Axis Bank Ltd. during the quarter July-September 2022.
RETURN ON NET WORTH:
Details of change in Return on Net Worth as compared to the immediately previous
Financial Year are as follows:
Sr. Particulars No. |
Ratio as on 31 March 2023 Rs. in
Lakhs |
Ratio as on 31 March 2022 Rs. in
Lakhs |
% of Change |
Explanations |
1 Net Worth |
(6.75) |
28.27 |
(123.87) |
Loss for FY 23 includes impairment toFixed
Assets (Rs.211.57 lakhs) and Profit for FY 22 includes profit on sale of Land and
Building. |
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
ANNUALRETURN:
As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013
read with rule 12 of the Companies (Management and Administration) Rules, 2014 including
amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs
(MCA) for the Financial Year 2021-22 is available on the web-link
http://www.ggdandekar.com/wp-
content/uploads/2023/04/Annual-return-Form_MGT_7-FY-21-22.pdf and the Annual Return for
Financial Year 2022-23 will be made available on the website of the Company - www.ggdandekar.com
once it is filed with the MCA.
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, Nine (9) Meetings of the Board of Directors were convened
and held on 06 April 2022, 30 May
2022, 28 June 2022, 08August 2022, 12 August 2022, 25 August 2022, 10 November 2022, 06
February 2023 and 20 February
2023. 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 accounts for the year ended 31st March 2023, the
applicable accounting standards had been followed and there were no material departures
from the applicable accounting standards;
b) accounting policies as mentioned in Notes 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 2023 and of the loss 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 that such systems were adequate and operating effectively.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from all Independent Directors under
Section 149(7) of the Act and Regulation 16(1)(b)& 25(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations.
The Company has also received declarations from all the Independent Directors of the
Company confirming that they have complied with the Code for Independent Directors as
prescribed in Schedule IV to the Companies Act 2013 including amendments thereunder. The
said Code is available on the Company's website.
All the Independent Directors of the Company have enrolled themselves in the data bank
with the 'Indian Institute of Corporate Affairs', New Delhi, India and eligible
Independent Directors have completed the proficiency test.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board of Directors, on the recommendation of the Nomination & Remuneration
Committee, has adopted a policy that lays guidelines for selection and appointment of
Directors, Key Managerial Personnel and Senior Management personnel together with their
remuneration. The Nomination and Remuneration Policy is available on the website of the
Company which can be accessed at
http://www.ggdandekar.com/wp-content/uploads/2023/05/Nomination-and-Remuneration-Policy_GGD.pdf
AUDITORS
a. Statutory Auditor
As per the provisions of Section 139 of Companies Act 2013, M/s C N K J M B S&
Associates, Chartered Accountants, Pune was appointed in the 80th AGM held on 27.09.2019
for a period of five years. The tenure of the
Auditors would be completed on the conclusion of the 85thAnnual General Meeting as
contemplated by the provisions of Section 139 of the Companies Act, 2013.
The Company has received necessary certificate from the Statutory Auditors as required
under Section 139(1) of the Companies Act, 2013 stating that their appointment is in
accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The auditor's report does not contain any
qualification, reservation, adverse remark or disclaimer.
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, Partner - Kanj & Co LLP, Practicing Company Secretary
(Membership No. FCS No. 2412 CP No. 1488) to undertake Secretarial Audit of the Company.
c. Cost Auditor
As per the provisions of Section 148 of the Companies Act, 2013 and Rules made
thereunder, the Company is not required to maintain cost records and appoint cost auditor.
d. Internal Auditor
As per provisions of section 138 (1) of the Companies Act, 2013 and the applicable
rules, the Company has appointed CAAditya Pathak, Proprietor of M/s A. N. Pathak and
Associates, (FRN139084W) as internal auditor for undertaking the internal auditor.
EXPLANATION ON COMMENTS ON STATUTORY AUDITORS' AND SECRETARIAL AUDITORS' REPORT:
Statutory Audit Report
There are no qualifications, reservations, or adverse remarks or disclaimers made by
M/s. C N K J M B S & Associates, Statutory Auditors, in their Audit report. There was
no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and/or Board under Section 143(12) of Act & Rules
thereof including amendments thereunder.
Secretarial Audit Report
The Secretarial Audit Report submitted by Company Secretary in Practice according to
the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as a part
of this report as 'Annexure I'.
Mr. Mahesh Athavale, Company Secretary in Practice in his Secretarial Audit Report has
provided the observation/remark which is self-explanatory.
The following table shows the qualifications, reservations, or adverse remarks or
disclaimers made in the Secretarial Audit Report for FY 2022-23 and the response of the
management to the same:
Sr.Observations of the secretarial
auditor No. |
Response of the management to the same |
1. There is delay of 122 days in
appointment of a Compliance Officer of the Company during the period under review as
required under the Regulation 6(1) of SEBI (LODR) Regulations, 2015. |
There was delay of 122 days in appointment
of Compliance Officer. The management was taking efforts to recruit qualified company
secretary. The management will avoid such instance in future. |
2. The Company has failed to file
with the Stock Exchange, a statement for the quarter ended 30th September, 2022 within
stipulated time frame as required under the Regulation 13(3) of SEBI (LODR) Regulations,
2015 |
There was delay of 19 days in filing
statement of investor complaints with BSE within twenty one days from the end of quarter
ended 30th September 2022. Inadvertent delay in filing the statement due to
non-appointment of full time Company Secretary. The management will avoid such instance in
future. |
Sr Observations of the secretarial
auditor No. |
Response of the management to the same |
3. The Company has failed to
formulate a Plan for orderly succession for appointment to the board of directors and
senior management as required under the Regulation 17(4) c of SEBI (LODR) Regulations,
2015 |
During the financial year 2022-23, there
have been quite some changes in the management of the Company. The Executive Director was
appointed for a term of 3 years on 06 April 2022. Thereafter, the Company Secretary, the
Chief Financial Officer resigned from their posts and new CS and CFO were appointed in
November 2022 and February 2023 respectively. |
|
During the year, 1 of the Independent
Directors resigned from his post and 2 new independent directors were appointed on 06
February 2023. The Committees of Board of Directors were re-constituted due to the said
changes. |
|
After the said changes in the Board of
Directors and committees of the same, the Board of Directors has become stable and orderly
succession plan has been adopted in the meeting of Board of Directors held on 08 August
2023. |
4. The Company has failed to
intimate Stock Exchange the outcome of the Board meeting held on 30th May, 2022 within the
stipulated time frame as required under the Regulation 30(6) of SEBI (LODR) Regulations,
2015 |
Delay of 10 minutes in submitting outcome
of the Board Meeting held for approval of financial results for the Quarter and year ended
as on 31st March, 2022. The management will avoid such instance in future |
5. The Company has changed its main
objects however, it has not changed its name within a period of six months from the change
of activities. The Company has failed to comply with the Regulation 45 of SEBI (LODR)
Regulations, 2015 |
The Company had been taking steps to
change its name- due to technical issues related to Ministry of Corporate Affairs V3
portal, the company has made couple of unsuccessful attempts for reservation of proposed
name. The Company had initiated the process however due to technical issues faced while
filing the e-forms, the same is still under process. |
6. The Company has failed to
disseminate the details of familiarization programs imparted to independent directors and
disclosures on its website as required under the Regulation 46(2) of SEBI (LODR)
Regulations, 2015 |
It is available on the website as on date
of signing this report. |
7. The Company has filed few
e-forms with the Ministry of Corporate Affairs website with payment of additional fees. |
The Company faced technical issues while
filing some e-forms. The Company has filed few e-forms with additional fees. The
management will be careful going forward to avoid such incidences. |
8. We further report that the
company is in process to device and implement the adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines. |
The management is taking steps to raise
the compliance level. |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Your Company has not given any loan or guarantee or security as contemplated by Section
186 of the Companies Act, 2013. Your Company has made investment in property during the
financial year under review. Your company purchased following commercial property in Pune:
Suma Center, South and North wings on Floor 4 to Floor 6 (admeasuring about 30,000 sq.
ft.) and South Wing on Floor 2 (admeasuring about 5,000 sq. ft.), Survey no. 8+13, CTS no.
1409+1410 Erandwane, Pune 411004.
Company has sold following investments in shares during the year under review
Date of Sale |
Name |
No of Shares |
Sale Proceeds* (Rs. in Lakhs) |
07-04-2022 |
Lakshmi Machine Works Ltd. |
285 |
28,48,009 |
12-05-2022 |
Gujarat Gas Limited |
17,000 |
92,94,545 |
16-05-2022 |
CRISIL Ltd. |
6,224 |
2,27,77,832 |
19-05-2022 |
CRISIL Ltd. |
5,487 |
2,01,06,518 |
20-05-2022 |
Indraprastha Gas Limited |
57,420 |
2,13,94,135 |
23-05-2022 |
CRISIL Ltd. |
1,785 |
4,11,24,672 |
|
Indraprastha Gas Limited |
50,000 |
|
|
Marico Ltd. |
29,950 |
|
24-05-2022 |
CRISIL Ltd. |
2,094 |
1,16,63,939 |
|
ICRA Ltd. |
1,000 |
|
26-05-2022 |
ICRA Ltd. |
1,000 |
2,22,60,884 |
|
Indraprastha Gas Limited |
50,000 |
|
27-05-2022 |
ICRA Ltd. |
1,450 |
1,83,60,585 |
|
Indraprastha Gas Limited |
34,014 |
|
30-05-2022 |
ICRA Ltd. |
1,451 |
2,45,01,946 |
|
Indraprastha Gas Limited |
50,000 |
|
31-05-2022 |
Indraprastha Gas Limited |
49,941 |
1,90,98,952 |
|
|
Total |
21,34,32,017.00 |
*Note: Values of sale proceeds are given net of brokerage.
The Company has received payment against sale of shares as mentioned above. The profit
earned by the Company from sale of investment was Rs. 79.23 Lakhs.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN
SUB-SECTION (1) OF SECTION 188:
The contracts or arrangements entered into by the Company with Related Parties during
the financial year 2022-2023 were at arm's length and in the ordinary course of business.
Hence, no particulars are being provided in Form AOC-2. Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015including amendments are
applicable to the Company for FY 2022-23 as per Regulation 15 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The policy on Related Party Transactions as adopted by the Board is uploaded on the
Company's website. The disclosures as per IND-AS 24 for transactions with related parties
are provided in the Financial Statements of the Company.
STATE OF COMPANY'S AFFAIRS:
Discussion on the state of Company's affairs has been covered in the Management
Discussion and Analysis Report.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been covered in
Notes to the financial statements of the company.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF
REPORT:
The members of the Company through postal ballot e-voting conducted between 03 July
2023 to 01 August 2023 (both days inclusive) approved the special resolutions for change
in the name of the Company from existing name
“G. G. Dandekar Machine Works Limited” to “G.
G. Dandekar Properties Limited” and alteration to the Memorandum of Association and the Articles of Association
of the company consequent to the change in the name.
The approval from the Registrar of Companies to the change in name in under processing
as on date of signing this report.
Sale of Assets:
Your Company has sold the following assets.
Date of Sale |
Particulars |
Sale Proceeds (Rs. in Lakhs) |
08 May 2023 |
Plant and Machinery |
19.44 |
|
Total |
19.44 |
Real Estate Activity:
There was no material change in real estate activities between the date of balance
sheet and date of this 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 there under, the report
regarding conservation of energy, technology absorption is annexed herewith as 'Annexure
II'
B. Foreign exchange earnings and Outgo:
S ,r' Particulars
No. |
2022-23 |
2021-22 |
i) Foreign Exchange earned in terms of
actual inflows during the year |
Nil |
Nil |
ii) Foreign Exchange outgo during the year
in terms of actual outflows |
Nil |
Nil |
RISK MANAGEMENT PLAN:
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 risk mitigating actions on a continuing basis. These are discussed at the meetings
of the Audit Committee and the Board of Directors of the Company from time to time.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As on 31st March 2023, net worth of the Company is 51.08 crores which is not more than
Rs. 500 crore, its turnover is not more than Rs. 1000 crore and its net profit is not more
than Rs. 5 crore. The provisions of section 135 of the Companies Act, 2013 are
non-applicable to the Company for FY 2023-24. The Board of Directors of the Company
constituted the Corporate Social Responsibility committee on 30 May 2022 however, it was
not required to spend any amount on CSR activities in FY 2022-23.
BOARD EVALUATION:
Pursuant to provisions of section 134(3)(p), 149(8) and Schedule IV of the Companies
Act, 2013annual performance evaluation of Directors as well as of the Audit Committee,
Nomination & Remuneration Committee, and Stakeholders' Relationship Committee of the
Board has been carried out.
The performance evaluation of the Independent Directors was carried out by the entire
Board and the Performance Evaluation of Chairman and Non-Independent Directors was carried
out by the Independent Directors.
The manner in which the evaluation has been carried out is provided below.
Criteria for performance evaluation:
The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of Directors. The annual evaluation of Directors is made on the following
criteria:
i. Attendance for the meetings, participation and independence during the meetings;
ii. Interaction with Management;
iii. Role and accountability of the Board and
iv. Knowledge and proficiency.
DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):
Your Company has an associate company 'Navasasyam Dandekar Private Limited' (NDPL).
Your company holds 49% of equity share capital in the Associate Company.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES:
The Company has received audited financial results of the associate company (Navasasyam
Dandekar Private Limited) for the year 2022-23 and profit after tax is consolidated with
the company's financial results in proportion of company's shareholding in associate
company. Associate company has clocked a turnover of Rs. 3146.54 Lakhs in the financial
year ended on March 31st 2023 (previous year Rs. 1897.10 Lakhs), profit before tax is Rs.
291.83 Lakhs (previous year Rs. 8.92 Lakhs) and profit after tax is Rs. 236.22 Lakhs
(previous year Rs. 3.65 Lakhs).
On May 25, 2021 the Company invested Rs. 380.01 Lakh in associate company & was
allotted 14,989 nos, 6% Compulsorily Convertible (Non-Cumulative) Preference Shares of
NDPL having face value of Rs.100/- per share at premium of Rs. 2,435.28/- per share
aggregating to Rs. 380.01 Lakh.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there has been change in the nature of business from
operating in manufacturing activities and real estate leasing activities to operating only
in real estate leasing activities. The manufacturing activities at Butibori Plant, Nagpur
were discontinued from the closing of business hours 20 February 2023.
As a result of discontinuation of manufacturing activities, the Company currently has
commercial real estate only as its operations.
DEPOSITORY SYSTEM
Your Company's equity shares are available for dematerialisations through National
Securities Depository Limited and Central Depository Services (India) Limited. As on March
31, 2023, 96 % of the equity shares of the Company were held in dematerialised
form.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR
2022-23:
In accordance with the Articles of Associations of the Company and the provisions of
Section 152 of the Companies Act, Mr. Pranav Deshpande (DIN: 06467549) will retire by
rotation at the ensuing AGM and being eligible, has offered himself for reappointment. The
resolution seeking Members' approval for his re-appointment forms part of the AGM Notice.
The Board of Directors of your Company has recommended his appointment at the ensuing AGM.
During the year under review, Mr. Mangesh Joshi (DIN: 07244555) Resigned as an
Executive Director w.e.f. 06.04.2022. The Board places on record its sincere appreciation
and gratitude for his contribution during his tenure as Executive Director of the Company.
He also ceased to a member of Stakeholders Relationship Committee of the Board of
Directors.
Based on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, Mr. Pranav Deshpande (DIN: 06467549) was appointed as an Additional Director
and designated as an Executive Director & Key Managerial Personnel w.e.f. 06.04.2022
for 3 (three) years. The company has approved these appointments vide an ordinary
resolution and a special resolution respectively passed through postal ballot on
03.07.2022.
During the year under review, Ms. Sayali Yengul tendered her resignation w.e.f.
19.07.2022 as Company Secretary and compliance officer (Key Managerial Personnel) and
Based on the recommendation of the Nomination and Remuneration Committee and Board of
Directors, Ms. Ashwini Paranjape was appointed as Company Secretary and Compliance officer
(Key Managerial Personnel) w.e.f. 10.11.2022.
During the year under review, Mrs. Anagha Kulkarni resigned as Chief Financial Officer
& Key Managerial Personnel of the Company w.e.f. 22.11.2022 and Based on the
recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr.
Pankaj Parkhi was appointed as Chief Financial Officer & Key Managerial Personnel of
the Company w.e.f. 06.02.2023.
During the year under review Mr. Saurabh Patwardhan, Independent Director resigned
w.e.f. 06.02.2023 due to professional and family commitments. The Company has received
confirmation from Mr. Patwardhan that there is no other material reason for his
resignation other than those mentioned in his resignation letter dated 06.02.2023. The
resignation letter & confirmation letter were filed with BSE Limited on 06.02.2023.
The Board of Directors, upon recommendation of the Nomination and Remuneration
Committee, appointed Mr. Sanket Deshpande (DIN:03383916) and Mr. Rahul Kothari
(DIN:09827124) as the Independent Directors w.e.f. 06 February 2023. The appointment of
Mr. Sanket Deshpande and Mr. Rahul Kothari as Independent Director(s) was approved by the
members of the Company at the Extra-Ordinary General Meeting held on 05 May 2023.
The Board is of the opinion that Mr. Sanket Deshpande and Mr. Rahul Kothari, the
Independent Directors appointed during the year, fulfil the conditions specified in the
Companies Act, 2013 and the Rules thereunder and also possess requisite expertise and
experience (including the proficiency) and they are persons of high integrity so as to
enable the Board to discharge its functions and duties effectively.
DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
Your Company has not accepted any deposits under the provisions of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended
from time to time, from the public, or its employees, etc. during the year under review.
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:
The Company has not received any significant or material order from Regulators, Courts
or Tribunals during the year, which may impact the Going Concern Status or the Company's
operations in future.
The Company has neither made application nor any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
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.
BOARD COMMITTEES:
Your Company has in place the following Committees under the provisions of the
Companies Act, 2013. There are currently four committees of the Board, namely:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
The composition of the above Committees of the Board is available on the website of the
Company at the link http://www.ggdandekar.com/about-u/
During the year under review, the Board has accepted all the recommendations given by
the Committees of the Board, which are mandatorily required.
INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The relevant information pursuant to Rule 5of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed at 'Annexure III' to this
report.
VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism
('the Policy'). This Policy provides 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 or leakage of Unpublished Price Sensitive Information
(UPSI), by any person, who is in possession of UPSI, to any other person in any manner
whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading)
Regulations or any other instance.
No person has been denied access to the Audit Committee in this regard. There were no
complaints filed / pending with the Company during the year.
The policy has also been uploaded on the Company's website. Web-link to access the same
is below:
http://www.ggdandekar.com/wp-content/uploads/2023/05/Whistle-Blower-Policy_GGD.pdf FAMILIARISATION
PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors of the Company are made aware of their role, rights and
responsibilities at the time of their appointment, through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement. Further copies of
'Code of Conduct for the Board of Directors and Senior Management of the Company', 'Code
of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and
Immediate Relatives of Designated Persons of the Company', 'Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information of the Company'
(Code of Conducts) and Policies adopted by the Board as per regulatory provisions are made
available to Independent Directors at the time of joining.
The details of the familiarisation program have been put on the website of the Company
which can be accessed at
http://www.ggdandekar.com/wp-content/uploads/2023/02/Familiarization-programme-for-independent-directors.pdf
CODEOFCONDUCT
The Company has laid down a Code of Conduct for all the Board members and Senior
Management Personnel. The Code of Conduct is available on the Company's website, which can
be accessed at http://www.ggdandekar.com/wp-
content/uploads/2023/04/Code-for-Board-of-Directors-Senior-Management_GGD-30.05.2022.pdf
All the Board members and Senior Management Personnel have affirmed compliance with the
Code of Conduct. A declaration to this effect signed by the Executive Director forms part
of this Report.
DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Company has obtained Directors' and Officers' liability insurance coverage in
respect of any legal action that might be initiated against Directors / officers of the
Company.
CASH FLOW
A cash flow statement for the year ended 31st March 2023 is attached to the Balance
Sheet as a part of Financial Statements. CORPORATE SOCIAL RESPONSIBILITY
The Company has formed CSR committee however, the provisions of section 135 read with
Schedule VII of the Companies Act, 2013 related to spending a prescribed amount on CSR
activities was not applicable during the year under review.
CORPORATE GOVERNANCE:
As per Regulation 15(2), compliances under Regulation 17, 17A, 18, 19, 20, 21,22, 23,
24, 24A, 25, 26, 27 and clauses (b) to (I) and (t) of sub-regulation (2) of regulation 46
and para C, D and E of Schedule Vof the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to the listed entity having paid up
equity share capital not exceeding rupees ten crore and net worth not exceeding rupees
twenty-five crore, as on the last day of the previous financial year.
As per Standalone Audited Financial Statements as on 31st March 2022, the paid-up
capital of the Company is Rs. 47,61,387/- and the Net worth is Rs. 35,20,44,314/-. Hence,
the above regulations became applicable to the Company for FY 2022-2023.
In terms of Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Report on the Corporate Governance along with a
Compliance Certificate issued by a practicing company secretary is attached and 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.
No complaints were received during the year 2022-23.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Particulars of employees pursuant to section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in the Annual Report.
The particulars of employees pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including amendments thereunder, forms part of this report.
DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR
FROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:
There were no instances of receiving remuneration or commission by a Managing or
Whole-time Director of the company from its holding or subsidiary company during the FY
2022-23 requiring the disclosure under section 197(14) of the Companies Act, 2013.
EVENT-BASED DISCLOSURES IN DIRECTORS REPORT:
The Company has not issued any shares with differential voting rights or Sweat Equity
shares or shares under ESOP. The Company has not provided any money to its employees for
purchase of its own shares hence the company has nothing to report in respect of Rule
4(4), Rule 12(9), and Rule 16 of the Companies (Share Capital & Debentures) Rules,
2014.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has generally complied with the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India.
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
Place: Pune Date: 08 August 2023
Pranav Deshpande
Executive Director DIN: 06467549
Pawan Rathi
Independent Director DIN: 06669485
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