GTV Engineering Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting their 34^th Annual Report together with the Audited Financial
Statements for the year ended March, 31^st 2025.

1. Financial Performance of the Company:

The Board’s Report shall be prepared based on the standalone financial statement of the company.

Particulars	2024-2025 (Rs. In Lacs)	2023-2024 (Rs. In Lacs)
Sales	10277.18	12062.02
Other Income	17.60	243.95
Profit Before Interest and Depreciation.	1634.35	788.65
Finance Charges	27.76	19.31
Profit Before Depreciation & Tax	1606.59	769.34
Provision for Depreciation	85.17	89.42
Net Profit Before Tax	1521.42	679.92
Provision for Tax	416.79	139.21
Net Profit After Tax	1104.63	540.71
Opening Balance of Retained Earning	2420.66	1879.95
Proposed Dividend on Equity Shares	15.61	-
Tax on Proposed Dividend	-	-
Transfer to General Reserve	-	-
Closing Balance of Retained Earning	3509.68	2420.66

2. Brief description of the Company’s working during the year:

The Directors feel great pleasure in reporting that your company has been made overall good
performance during the year. The turnover of the company during the year was Rs. 10277.18 lacs and
Net profit after tax during the year is Rs. 1104.63 lacs.

The turnover of the company this year was contributed by the Unit-II (Fabrication Division) of
the company.

GTV Engineering Limited major business is Heavy & Large Fabrication & Large Machining
Company working as sub-contractor for various Giant Engineering companies like BHEL /METSO /
GEBR. PFEIFFER / L&T-MHPS / SMS Group / BEUMER Group / FLSmidth / Xylem / BGR Energy
/ NTPC etc. and is engaged in the execution of several Infrastructural Projects (Power /Mineral /
Cement / Railways & Metros projects).

3. Change in the nature of the business, if any:

The Company doesn’t changes the nature of business during the financial year 2024-2025.

4. Dividend:

The Board of Directors in the meeting dated 27.01.2025 has approved and declared the Interim
Dividend of Rs. 0.50 per equity shares of face value of Rs.10/- each. The Interim Dividend was paid to
the shareholders within the stipulated timeline as per law.

Secondly, the Directors have recommended a final dividend of Rs. 0.10 per equity shares (i.e. 5% of
the Paid up share capital) of face value of Rs. 2/- each for the year ended 31st March 2025. Total
dividend pay-out is Rs. 46.85 Lakhs. The payment of dividend is subject to deduction of TDS at the
applicable tax rate.

5. Transfer to Reserve:

The Board has recommended that the Current year profit that is Rs. 1104.63 lacs is transferred to profit
and loss account.

6. Share Capital:

The paid up Equity Share Capital as on 31^st March, 2025 was Rs. 312.38 Lakhs divided into 31.23
Lakhs Equity Shares of Rs. 10/- each.

Issue of Shares with Differential Rights

The Company under the provision of section 43 read with rule 4(4) of the Companies (Share Capital
and Debentures) Rules, 2014 (Chapter IV) has not issued any shares with differential rights during the
financial year 2024-2025.

Issue of Sweat Equity Shares

The Company under the provision of Section 54 read with rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014 has not issued any sweat equity shares during the financial year 2024¬
2025.

Changes in Capital Structure:

Further, the Company in the Financial Year 2025-26 has made the following changes in its Capital
Structure:

01. The Company has sub divided/splits equity shares, such that 1 (One) equity share having face value
of Rs. 10/- (Rupees Ten only) each, fully paid-up, be subdivided into 5 (Five) equity shares having
face value of Rs. 2/- (Rupees Two only) each, fully paid- up, ranking pari-passu in all respects by
way of passing an ordinary resolution.

02. The company has increased its Authorized Capital from Rs. 4,00,00,000/- (Rupees Four Crores
only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 2/- (Rupees Two only) each to
Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 6,00,00,000 (Six Crores) Equity
Shares of Rs. 2/- (Rupees Two only) each, by creation of additional 4,00,00,000 (Four Crores)
equity shares of Rs. 2/- each.

03. The Company has issued and allotted 3,12,38,880 equity shares of face value of Rs 2/- each as
bonus issue in the proportion of 2:1 i.e., 2 (Two) new fully paid up equity share of Rs. 2/- (Rupees
Two only) each for every 1 (One) existing fully paid-up equity share of Rs. 2/- (Rupees Two only)
each.

7. Board of Directors and Key Managerial Personnel:

The Company has 6 (Six) Director comprising of three Executive Directors and remaining three as
Independent Director on the Board.

Mr. Gaurav Agrawal, Director retires by rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for re-appointment.

Independent Directors

The Board of Directors at the meeting held on 12.08.2024 based on the recommendation of Nomination
and Remuneration Committee, had approved the appointment of Mr. Shyama Prasad Mukherjee (DIN:
10663984) as an Additional Director categorized as Non-Executive Independent Director of the
Company for the period of Five Years, subject to the approval of members at the ensuring AGM. At the
Annual General Meeting dated 27^th September, 2024 the members disapproved his appointment as an
Independent Director.

At the Annual General Meeting (AGM) of the company held on 29^th September, 2020 the Members had
appointed Mr. Rahul Gupta (DIN: 08938292) as the Independent Director of the Company. Further at
the AGM held on 29^th September, 2023 members had also appointed Mr. Mahesh Kumar Yadav (DIN:
1027458) as an Independent Directors under the Companies Act, 2013.

Completion of tenure of Mr. Sham Sarup Kohli (DIN: 07190012) was taken on note during the
Financial Year.

All Independent Directors have given declarations that they meet the criteria of independent as laid
down under Section 149(6) of the Companies Act, 2013 and Regulations 16 of SEBI (LODR)
Regulations, 2015. Your directors satisfy about their independency.

Women Director

The Company is having Mrs. Darshana Agrawal (DIN: 07429914) as Director w.e.f 11^th February, 2016
and has been categorized as women Director and is complied with the provision of appointment of
women director in the company.

Key Managerial Personnel

The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief Financial Officer
w.e.f. 10^th January, 2015 and Mr. Ankit Rohit as a Company Secretary and KMP w.e.f. 11^thMay, 2016.

8. Particulars of the employee:

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies
(Appointment and Remuneration of Managerial person) Rules, 2014.

9. Meetings:

During the year Eleven (11) Board Meetings and Four (4) Audit Committee Meetings were convened
and held. The details of which are given in the Corporate Governance Report. The intervention gap
between the meetings was within the period prescribed under the Companies Act.

10. Board Evaluation:

Pursuant to the provision of the companies Act, 2013 and Regulation 17 of the SEBI (LODR)
Regulations, 2015 the Board has carried out an annual performance evaluation of its own
performance, the Director individually and as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has
been carried has explained out in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the
Company at the meeting in which they are appointed. An independent director shall hold office for a
term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment
for next five years on passing of a special resolution by the Company and disclosure of such
appointment in the Board’s report.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
Nomination and Remuneration Policy is forming part of this report as Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A). Ratio of the Remuneration of each Executive Director to the median employee’s, Director to the
median employee’s.

S.No	Name of Director	Designations	Ratio of Remuneration of each Director to median remuneration of employees.		Percentage Increase in Remuneration
1.	Mr. Mahesh Agrawal	Managing Director	10.70:1		N.A
2.	Mrs. DarshanaAgrawal	Director	2.6:1		N.A
3.	Mr. GauravAgrawal	Director	5.3:1		N.A

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions
and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the
year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase
for non-executive director’s remuneration is not considered for the aforesaid purpose.

B) . The Company has 25 permanent employees on the rolls of the company as on 31st March, 2025.

C) . The Managing Director and Executive Directors are not paid any variable component of

remuneration. The fixed remuneration of Rs. 36.00 lacs per annum is paid to Mr. Mahesh Agrawal
and Rs. 18.00 Lacs is paid to Mr. Gaurav Agrawal. In addition to this remuneration of Rs. 09.00 lacs
has also paid to Mrs. Darshana Agrawal (Whole Time Director) of the company through approval
from the Nomination and Remuneration Committee, Board of Directors and Shareholders of the
Company.

D) . Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not

Directors but receive remuneration in excess of the highest paid director during the year: The
Managing Director is the highest paid director. No employee has received remuneration higher than
the Managing Director.

13. Details of Subsidiary/Joint Ventures Companies:

The Company does not have any Subsidiary/Joint venture Companies as on 31^st March, 2025.

14. Auditors:

The Statutory Auditor M/s. Rath Dinesh and Associates (Firm Registration No: 008344C) being
ratified by the members at the ensuring Annual General Meeting and being re-appointed for the
period of two years from the conclusion of this Annual General Meeting until the conclusion of the
36^thAnnual General Meeting of the Company.

15. Auditors’ Report:

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, M/s Abhivyakti Yadav & Associates
(Practicing Company Secretaries) (COP No. 22913) have been appointed as Secretarial Auditor of the
Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. The report is
self-explanatory and do not call for any further comments.

Further, Your directors are recommending you to appoint M/s. KMS & Associates Practicing
Company Secretaries, Bhopal (Firm Registration No: P2015MP039100) as the Secretarial Auditor of
the company for first term of 5(Five) consecutive years who shall hold office from the conclusion of
this 34^thAnnual General Meeting till the conclusion of 39^th Annual General Meeting of the Company
to be held in the Year 2030.

17. Internal Audit & Controls:

The Company continues to engage its Internal Auditor. During the year, the Company continued to
implement their suggestions and recommendations to improve the control environment. Their scope
of work includes review of processes for safeguarding the assets of the Company, review of
operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve
efficiency in operations.

18. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for directors and employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been already uploaded on the website of the Company at www.gtv.co.in under
investors/policy documents/Vigil Mechanism Policy link.

19. Risk Management Policy:

A statement indicating development and implementation of a risk management policy for the
Company including identification therein of elements of risk, if any, this in the opinion of the Board
may threaten the existence of the company.

20. Policy for Preservation of Documents:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 9
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) for preservation of Documents /Records maintained by the
Company either in Physical Mode or Electronic Mode. The Preservation of Documents Policy has
been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of
Conduct & Policies/Policy for preservation of documents link.

21. Policy of Determination of Materiality:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation
30(4)(ii) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for determination of materiality for disclosure of events or
information to Stock Exchanges, based on the criteria specified in the said Regulation. The Policy for
Determination of materiality has been already uploaded on the website of the Company at
www.gtv.co.in under investors/Code of Conduct & Policies/Policy for Determination of Policy link.

22. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has formed Internal Complaints Committee and Sexual Harassment Policy in
accordance with the provisions of “The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and 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.

We would like to further add that the Company provides a conducive work environment in terms of
sexual harassment for the women employees and has sufficient checks to provide protection against
sexual harassment of women at workplace.

During the period under review, there were no such complaint has been filed by any employee of the
Company.

23. Extract of Annual Return:

As required pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, including amendments
there under, the Annual Return is available on the website of the company. The same can be access
through visiting the website of the company. i.e. www.gtv.co.in.

24. Material changes and commitments, if any, affecting the financial position of the company
which has occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report:

No Material changes occurred subsequent to the close of the financial year of the Company relating to
settlement of tax liabilities, operation of patent rights, and depression in market value of investments,
institution of cases by or against the company, sale or purchase of capital assets or destruction of any
assets during the financial year.

25. 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: Not Applicable.

26. Corporate Social Responsibility:

The Company recognizes that effective practice of Corporate Social Responsibility (CSR) is required
giving due consideration to the welfare of the community, environment and social structure that it
operates in and that of the country including focus welfare areas identified by the State and Central
Governments. The focus areas taken in the policy are education, health care and family welfare,

environmental safety, contribution to any relief fund setup by the Government of India and any State
Government.

The Company has adopted the Corporate Social Responsibility Policy in line with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The Report on
CSR activities is annexed herewith as Annexure -III.

27. Deposits:

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of
deposit during the year 2024-2025.

During the year, the Company has taken the unsecured loan from its directors Mr. Mahesh Agrawal
and Mr. Gaurav Agrawal and Rs. 78.40 Lakhs and Rs. 8.00 has been outstanding as on 31^st March,
2025 respectively.

28. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013:

During the financial year 2024-25 the company has not entered into any transactions which are
covered under the provisions of section 186 of the Companies Act, 2013. The detail of the
investments made by company is given in the notes to the financial statements.

29. Particulars of contracts or arrangements with related parties:

During the financial year 2024-25, all related party transactions entered into by the Company were in
the ordinary course of business and on an arm’s length basis, in compliance with the provisions of
Section 188 of the Companies Act, 2013 (“the Act”) and Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

There were no material related party transactions entered into during the year which were required to
be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014. Accordingly, the disclosure of particulars of contracts or
arrangements with related parties in Form AOC-2 is not applicable for FY 2024-25.

The Company has in place a Policy on Related Party Transactions which is in line with the
requirements of the Act and the Listing Regulations. The Policy is available on the Company’s
website at www.gtv.co.in.

30. Corporate Governance Certificate:

The Compliance certificate from M/s. Rath Dinesh and Associates, Chartered Accountants,
regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR)
Regulations, 2015 is annexed with the report.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

a) Conservation of energy:

Your Company continues to give priority for conservation of energy on an ongoing basis keeping in
view a nation concern for energy conservation.

• Energy conservation measures taken: Capacitor banks have been installed in series with
MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard
valves to reduce the power losses.

• Total energy consumption and consumption per unit of production:

Form A

	Current Year 2024-2025	Current Year 2023-2024
A. Power and Fuel Consumption
• Electricity purchased
Unit (KWH in Lacs) Total Amount (Rs. In	3.32	5.90
Lacs)	45.27	70.60
Rate/kwh (In Rs.)	13.65	10.56
Own generation (Units) Through diesel	0.00	0.00
generator	0.00	0.00
Cost / Unit (Rs.) • Coal Qty (Tonnes)	0.00	0.00
Total Cost (Rs. In Lacs)	N.A	N.A
Average Rate(Rs.) • Others	N.A	N.A
B. Consumption per Ton of
Production.	39.666 KWH	63.231 KWH

Form B

(b). Technology absorption

Research & Development: Internal efforts for the improvement of weld quality & productivity.
Expenditure on R & D: No separate expenditure.

Technology absorption, adaptation and information
Technology Imported: N.A
Future Plans: N.A

During the year no foreign exchange was used and earned by the company.

32. Human Resources:

The Company considers its employees as most important resources and asset. The Company follows a
policy of building strong teams of talented professionals. The Company continues to build on its
capabilities in getting the right talent to support different products and geographies and is taking
effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture
this asset. The Company ensures that safe working conditions are provided in the offices of the
Company.

The Company has kept a sharp focus on Employee Engagement. The Company’s Human Resources
is commensurate with the size, nature and operations of the Company. The overall industrial relations
in the Company have been cordial.

Following is details of number of employees in Company as on closure of financial year-

Sr. No.	Category	No. of Employees
01.	Male	25
02.	Female	0
03.	Transgender	0

33. Director’s Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013, shall state that:

(a) . in the preparation of annual accounts, the applicable accounting standard had been followed along
with proper explanation relating to material departure.

(b) . the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and at the profit and loss of the company for
that period.

(c) . the director had taken proper and sufficient care for the maintenance of adequate accounting
records in according of the provision of the act for safeguarding the assets of the company and for
preventing and deduction of fraud and other irregularities.

(d) . the director had prepared the annual accounts on a going concern basis; and

(e) . the director had laid down internal financial control to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

(f) . the director had devised proper system to ensure compliance with the provision of all applicable
laws and that such systems were adequate and operating effectively.

34. Transfer of Amount to an Investor Education Protection Fund:

Your Company did not have any fund lying unpaid and unclaimed for a period of seven year.

Therefore there were no funds which are required to be transferred to Investor Education and
Protection Fund (IEPF).

35. Maternity Benefit Act:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all
employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961, and
extends all benefits and protections under the Act to eligible employees. Adequate internal policies
and procedures are in place to uphold the rights and welfare of women employees in accordance with
the applicable laws. Further, during the financial year 2024-25 there were no female employee have
been associated with the company.

36. Listing with Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to BSE
Limited.

Further, the Company has been delisted with effect from 10/04/2025 from The Calcutta Stock
Exchange Limited.

37. Acknowledgements:

An acknolowedgement to all with whose help, cooperation and hard work the Company is able to
achive the results.

Date: 30/08/2025 On behalf of the Board of Director

Place: Mandideep For GTV Engineering Limited

Sd/-

Mahesh Agrawal

Chairman and Managing Director
DIN: 00013139

---

Mar 31, 2024

Your Directors take pleasure in presenting their 33^rd Annual Report together with the Audited Financial Statements for the year ended March, 31^st 2024.

1. Financial Performance of the Company:

The Board’s Report shall be prepared based on the standalone financial statement of the company.

Particulars	2023-2024 (Rs. In Lacs)	2022-2023 (Rs. In Lacs)
Sales	12062.02	9607.65
Other Income	243.95	314.69
Profit Before Interest and Depreciation.	788.65	571.81
Finance Charges	19.31	22.45
Profit Before Depreciation & Tax	769.34	549.36
Provision for Depreciation	89.42	82.62
Net Profit Before Tax	679.92	466.74
Provision for Tax	139.21	56.85
Net Profit After Tax	540.71	409.88
Opening Balance of Retained Earning	1879.95	1470.06
Proposed Dividend on Equity Shares	-	-
Tax on Proposed Dividend	-	-
Transfer to General Reserve	-	-
Opening Balance of Retained Earning	2420.66	1879.95

2. Brief description of the Company’s working during the year:

The Directors feel great pleasure in reporting that your company has been made overall good performance during the year. The turnover of the company during the year was Rs. 12062.02 lacs and Net profit after tax during the year is Rs. 540.71 lacs.

Company’s Unit-I at Malanpur, (Atta Chakki Division) and Unit-II at Mandideep, (Fabrication Division) are working well.

GTV Engineering Limited major business is Heavy & Large Fabrication & Large Machining Company working as sub-contractor for various Giant Engineering companies like BHEL / SIEMENS / ABB /METSO / ALSTOM / THERMAX / FLSmidth / GEBR. PFEIFFER / L&T-MHPS /HOWDEN/ XYLEM etc. and is engaged in the execution of several Infrastructural Projects (Power /Mineral / Cement / Railways & Metros projects).

3. Change in the nature of the business, if any:

The Company doesn’t changes the nature of business during the financial year 2023-2024.

4. Dividend:

The Company has not declared any dividend during the Financial Year 2023-2024 for the further expansion plan.

5. Transfer to Reserve:

The Board has recommended that the Current year profit that is Rs. 540.71 lacs is transferred to profit and loss account.

6. Share Capital:

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 312.38 Lakhs divided into 31.23 Lakhs Equity Shares of Rs. 10/- each.

Issue of Shares with Differential Rights

The Company under the provision of section 43 read with rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 (Chapter IV) has not issued any shares with differential rights during the financial year 2023-2024.

Issue of Sweat Equity Shares

The Company under the provision of Section 54 read with rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the financial year 20232024.

7. Board of Directors and Key Managerial Personnel:

The Company has 6 (Six) Director comprising of three Executive Directors and remaining three as Independent Director on the Board.

Mrs. Darshana Agrawal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

Independent Directors

The Board of Directors at the meeting held on 12.08.2024 based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Mr. Shyama Prasad Mukherjee (DIN: 10663984) as an Additional Director categorized as Non-Executive Independent Director of the Company for the period of Five Years subject to the approval of members at the ensuring AGM.

At the Annual General Meeting (AGM) of the company held on 29^th September, 2020 the Members had reappointed the independent director namely; Mr. Sham Sarup Kohli (DIN: 07190012) for a period of 5 years with effect from 01^st April, 2020 and appointed Mr. Rahul Gupta (DIN: 08938292) as the Independent Director of the Company. Further at the AGM held on 29^th September, 2023 members had also appointed Mr. Mahesh Kumar Yadav (DIN: 1027458) as an Independent Directors under the Companies Act, 2013. Completion of tenure of Mr. Mukesh Mehto (DIN: 08245465) was taken on note during the Financial Year.

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 of SEBI (LODR) Regulations, 2015. Your directors satisfy about their independency.

Women Director

The Company is having Mrs. Darshana Agrawal (DIN: 07429914) as Director w.e.f 11^th February, 2016 and has been categorized as women Director and is complied with the provision of appointment of women director in the company.

Key Managerial Personnel

The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief Financial Officer w.e.f. 10^th January, 2015 and Mr. Ankit Rohit as a Company Secretary and KMP w.e.f. 11^th May, 2016.

8. Particulars of the employee:

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules, 2014.

9. Meetings:

During the year Fifteen (15) Board Meetings and Five (5) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervention gap between the meetings was within the period prescribed under the Companies Act.

10. Board Evaluation:

Pursuant to the provision of the companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own

performance, the Director individually and as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried has explained out in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company at the meeting in which they are appointed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is forming part of this report as Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A). Ratio of the Remuneration of each Executive Director to the median employee’s, Director to the median employee’s.

S. No	Name of Director	Designations	Ratio of Remuneration of each Director to median remuneration of employees.	Percentage Increase in Remuneration
1.	Mr. Mahesh Agrawal	Managing Director	12.48:1	N.A
2.	Mrs. Darshana Agrawal	Director	2.08:1	|n.a
3.	Mr. Gaurav Agrawal	Director	4.16:1	|n.a

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase for nonexecutive director’s remuneration is not considered for the aforesaid purpose.

B) . The Company has 21 permanent employees on the rolls of the company as on 31st March, 2024.

C) . The Managing Director and Executive Directors are not paid any variable component of

remuneration. The fixed remuneration of Rs. 36 lacs per annum is paid to Mr. Mahesh Agrawal and Rs. 12. Lacs is paid to Mr. Gaurav Agrawal. In addition to this remuneration of Rs. 6.00 lacs has also paid to Mrs. Darshana Agrawal (Whole Time Director) of the company through approval from the Nomination and Remuneration Committee and Board of Directors and Shareholders of the Company.

D). Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid director during the year: The Managing Director is the highest paid director. No employee has received remuneration higher than the Managing Director.

13. Details of Subsidiary/Joint Ventures Companies:

The Company does not have any Subsidiary/Joint venture Companies as on 31^st March, 2024.

14. Auditors:

The Statutory Auditor M/s. Rath Dinesh and Associates (Firm Registration No: 008344C) being ratified by the members at the ensuring Annual General Meeting and being re-appointed for the period of three years from the conclusion of this Annual General Meeting until the conclusion of the 36^th Annual General Meeting of the Company.

15. Auditors’ Report:

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, KMS & Associates (Practicing Company Secretaries) have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. Internal Audit & Controls:

The Company continues to engage its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk Management Policy:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. Policy for Preservation of Documents:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for preservation of Documents /Records maintained by the Company either in Physical Mode or Electronic Mode. The Preservation of Documents Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for preservation of documents link

21. Policy of Determination of Materiality:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of materiality for disclosure of events or information to Stock Exchanges, based on the criteria specified in the said Regulation. The Policy for Determination of materiality has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for Determination of Policy link.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III.

23. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes occurred subsequent to the close of the financial year of the Company relating to settlement of tax liabilities, operation of patent rights, and depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets during the financial year.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future: N.A

25. Corporate Social Responsibility: As on 31^st March, 2024 the Company Net Profit exceed Rs. 5.00 Cr. Hence Corporate Social Responsibility has been applicable to the Company. The Company shall make the compliances related to the Corporate Social Responsibility within stipulated time.

26. Deposits:

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of deposit during the year 2023-2024.

27. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013:

The company has not given any loans covered under the provisions of section 186 of the Companies Act, 2013. The Company has given corporate guarantee in respect of the term loan taken by Shivalik Energy Private Limited. The detail of the investments made by company is given in the notes to the financial statements.

28. Particulars of contracts or arrangements with related parties:

The Company has not engaged in any contract or arrangements with related parties during the financial year.

29. Corporate Governance Certificate:

The Compliance certificate from M/s. Rath Dinesh and Associates, Chartered Accountants, regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulations, 2015 is annexed with the report.

30. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy:

Y our Company continues to give priority for conservation of energy on an ongoing basis keeping in view a nation concern for energy conservation.

• Energy conservation measures taken: Capacitor banks have been installed in series with MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard valves to reduce the power losses.

• Total energy consumption and consumption per unit of production:

	Current Year 2023-2024	Previous Year 2022-2023
A. Power and Fuel Consumption
• Electricity purchased
Unit (KWH in Lacs) Total Amount (Rs. In	5.90	8.29
Lacs)	70.60	87.47
Rate/kwh (In Rs.)	11.96	10.56
Own generation (Units) Through diesel	0.00	0.00
generator	0.00	0.00
Cost / Unit (Rs.) • Coal Qty (Tonnes)	0.00	0.00
Total Cost (Rs. In Lacs)	N.A	N.A
Average Rate(Rs.) • Others	N.A	N.A
B. Consumption per Ton of
Production.	63.231 KWH	70.190 KWH

Form B

(b) . Technology absorption

Research & Development: Internal efforts for the improvement of weld quality & productivity. Expenditure on R & D: No separate expenditure.

Technology absorption, adaptation and information Technology Imported: N.A Future Plans: N.A

(c) . Foreign exchange earnings and outgo

During the year no foreign exchange was used and earned by the company.

31. Human Resources:

Your company treats its “human resources” as one of its most important assets.

Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

A number of programs that provide focused people attention are currently underway. Your company trust is on the promotion of talent internally through job rotation and job enlargement.

32. Director’s Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

(a) . in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure.

(b) . the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and at the profit and loss of the company for that period.

(c) . the director had taken proper and sufficient care for the maintenance of adequate accounting records in according of the provision of the act for safeguarding the assets of the company and for preventing and deduction of fraud and other irregularities.

(d) . the director had prepared the annual accounts on a going concern basis; and

(e) . the director had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) . the director had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

33. Transfer of Amount to an Investor Education Protection Fund:

Your Company did not have any fund lying unpaid and unclaimed for a period of seven year. Therefore there were no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

34. Listing with Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE Limited.

35. Acknowledgements:

An acknolowedgement to all with whose help, cooperation and hard work the Company is able to achive the results.

Date: 12/08/2024 On behalf of the Board of Director

Place: Mandideep For GTV Engineering Limited

Sd/-

Mahesh Agrawal Managing Director

---

Mar 31, 2023

The Directors take pleasure in presenting their 32^nd Annual Report together with the Audited Financial Statements for the year ended March, 31^st 2023.

1. Financial Performance of the Company:

The Board’s Report shall be prepared based on the standalone financial statement of the company.

Particulars	2022-2023 (Rs. In Lacs)	2021-2022 (Rs. In Lacs)
Sales	9607.65	7742.14
Other Income	314.69	97.44
Profit Before Interest and Depreciation.	571.81	244.52
Finance Charges	22.45	21.80
Profit Before Depreciation & Tax	549.36	222.72
Provision for Depreciation	82.62	95.12
Net Profit Before Tax	466.74	127.60
Provision for Tax	56.85	35.99
Net Profit After Tax	409.88	91.61
Balance of Profit Brought Forward	1470.06	1378.45
Balance available for appropriation	-	-
Proposed Dividend on Equity Shares	-	-
Tax on Proposed Dividend	-	-
Transfer to General Reserve	-	-
Surplus Carried to Balance Sheet	409.88	91.61

2. Brief description of the Company’s working during the year:

The Directors feel great pleasure in reporting that your company has been made overall good performance during the year. The turnover of the company during the year was Rs. 9607.65 lacs and Net profit after tax during the year is Rs. 409.88 lacs.

Company’s Unit-I at Malanpur, (Atta Chakki Division) and Unit-II at Mandideep, (Fabrication Division) are working well.

GTV Engineering Limited major business is Hi-Tech Heavy Steel Fabrication & Machining Company working as sub-contractor for various Giant Engineering companies like BHEL / SIEMENS / ABB /METSO / ALSTOM / THERMAX / FLSmidth / GEBR. PFEIFFER / L&T-MHPS /HOWDEN/ XYLEM etc. and is engaged in the execution of several Infrastructural Projects (Power /Mineral / Cement / Railways & Metros projects).

3. Change in the nature of the business, if any:

The Company doesn’t changes the nature of business during the financial year 2022-2023.

4. Dividend:

The Company has not declared any dividend during the Financial Year 2022-2023 for the further expansion plan.

5. Transfer to Reserve:

The Board has recommended that the Current year profit that is Rs. 409.88 lacs is transferred to profit and loss account.

6. Share Capital:

The paid up Equity Share Capital as on 31^st March, 2023 was Rs. 312.38 Lakhs divided into 31.23 Lakhs Equity Shares of Rs. 10/- each.

Issue of Shares with Differential Rights

The Company under the provision of section 43 read with rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 (Chapter IV) has not issued any shares with differential rights during the financial year 2022-2023.

Issue of Sweat Equity Shares

The Company under the provision of Section 54 read with rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the financial year 2022-2023.

7. Board of Directors and Key Managerial Personnel:

The Company has 6 (Six) Director comprising of three Executive Directors and remaining three as Independent Director on the Board.

Mr. Gaurav Agrawal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Independent Directors

At the Annual General Meeting (AGM) of the company held on 29^th September, 2020 the Members had reappointed the independent director namely; Mr. Sham Sarup Kohli (DIN: 07190012) for a period of 5 years with effect from 01^st April, 2020 and appointed Mr. Rahul Gupta (DIN: 08938292) as the Independent Director of the Company. Further at the AGM held on 12^th September, 2018 members had also appointed Mr. Mukesh Metho (DIN: 08245465) as an Independent Directors under the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16 of SEBI (LODR) Regulations, 2015. Your directors satisfy about their independency.

Women Director

The Company is having Mrs. Darshana Agrawal (DIN: 07429914) as Director w.e.f 11^th February, 2016 and has been categorized as women Director and is complied with the provision of appointment of women director in the company.

Key Managerial Personnel

The Board of Director of the Company has appointed Mr. Manjeet Singh as Chief Financial Officer w.e.f. 10^th January, 2015 and Mr. Ankit Rohit as a Company Secretary and KMP w.e.f. 11^th May, 2016.

8. Particulars of the employee:

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules, 2014.

9. Meetings:

During the year Nineteen (19) Board Meetings and Nine (9) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervention gap between the meetings was within the period prescribed under the Companies Act.

10. Board Evaluation:

Pursuant to the provision of the companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, the Director individually and as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried has explained out in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company at the meeting in which they are appointed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is forming part of this report as Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A). Ratio of the Remuneration of each Executive Director to the median employee’s, Director to the median employee’s.
S. No	Name of Director	Designations	Ratio of Remuneration of each Director to median remuneration of employees.	Percentage Increase in Remuneration
1.	Mr. Mahesh Agrawal	Managing Director	11.1:1	N.A
2.	Mrs. Darshana Agrawal	Director	1.85:1	N.A
3.	Mr. Gaurav Agrawal	Director	3.7:1	N.A

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase for non-executive director’s remuneration is not considered for the aforesaid purpose.

B) . The Company has 24 permanent employees on the rolls of the company as on 31st March, 2023.

C) . The Managing Director and Executive Directors are not paid any variable component of

remuneration. The fixed remuneration of Rs. 33 lacs per annum is paid to Mr. Mahesh Agrawal and Rs. 12. Lacs is paid to Mr. Gaurav Agrawal. In addition to this remuneration of Rs. 6.00 lacs has also paid to Mrs. Darshana Agrawal (Whole Time Director) of the company through approval from the Nomination and Remuneration Committee and Board of Directors and Shareholders of the Company.

D) . Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not

Directors but receive remuneration in excess of the highest paid director during the year: The Managing Director is the highest paid director. No employee has received remuneration higher than the Managing Director.

13. Details of Subsidiary/Joint Ventures Companies:

The Company does not have any Subsidiary/Joint venture Companies as on 31^st March, 2023.

14. Auditors:

The Statutory Auditor M/s. Rath Dinesh and Associates (Firm Registration No: 008344C) being ratified by the members at the ensuring Annual General Meeting and being re-appointed for the period of four years from the conclusion of this Annual General Meeting until the conclusion of the 36^th Annual General Meeting of the Company

15. Auditors’ Report:

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, KMS & Associates (Practicing Company Secretaries) have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. Internal Audit & Controls:

The Company continues to engage its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk management policy:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. Policy for Preservation of Documents:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for preservation of Documents /Records maintained by the Company either in Physical Mode or Electronic Mode. The Preservation of Documents Policy has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for preservation of documents link

21. Policy of Determination of Materiality:

The Board of Directors of the Company has formulated a policy in accordance with the Regulation 30(4)(ii) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of materiality for disclosure of events or information to Stock Exchanges, based on the criteria specified in the said Regulation. The Policy for Determination of materiality has been already uploaded on the website of the Company at www.gtv.co.in under investors/Code of Conduct & Policies/Policy for Determination of Policy link.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III.

23. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes occurred subsequent to the close of the financial year of the Company relating to settlement of tax liabilities, operation of patent rights, and depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets during the financial year.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future: N.A

25. Deposits:

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of deposit during the year 2022-2023.

26. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013:

The company has not given any loans covered under the provisions of section 186 of the Companies Act, 2013. The Company has given corporate guarantee in respect of the term loan taken by Shivalik Energy Private Limited. The detail of the investments made by company is given in the notes to the financial statements.

27. Particulars of contracts or arrangements with related parties:

The Company has not engaged in any contract or arrangements with related parties during the financial year.

28. Corporate Governance Certificate:

The Compliance certificate from M/s. Rath Dinesh and Associates, Chartered Accountants, regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulations, 2015 is annexed with the report.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy:

Your Company continues to give priority for conservation of energy on an ongoing basis keeping in view a nation concern for energy conservation.

• Energy conservation measures taken: Capacitor banks have been installed in series with MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard valves to reduce the power losses.

• Total energy consumption and consumption per unit of production:

	Form A
	Current Year 2022-2023	Previous Year 2021-2022
A. Power and Fuel Consumption
• Electricity purchased
Unit (KWH in Lacs)	8.29	10.27
Total Amount (Rs. In Lacs)	87.47	96.76
Rate/kwh (In Rs.)	10.56	9.42
Own generation (Units)	0.00	0.00
Through diesel generator	0.00	0.00 Ltrs
Cost / Unit (Rs.)	0.00	0.00
• Coal Qty (Tonnes) Total Cost (Rs. In Lacs)	N.A	N.A
Average Rate(Rs.)	N.A	N.A
• Others
B. Consumption per Ton of
Production.	70.190 KWH	66.365 KWH

Form B(b) . Technology absorption

Research & Development: Internal efforts for the improvement of weld quality & productivity. Expenditure on R & D: No separate expenditure.

Technology absorption, adaptation and information Technology Imported: N.A Future Plans: N.A

(c) . Foreign exchange earnings and outgo

During the year no foreign exchange was used and earned by the company.

30. Human Resources:

Your company treats its “human resources” as one of its most important assets.

Your company continuously invests in attraction, retention and development of talent on an ongoing basis.

A number of programs that provide focused people attention are currently underway. Your company trust is on the promotion of talent internally through job rotation and job enlargement.

31. Director’s Responsibility Statement:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

(a) . in the preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure.

(b) . the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and at the profit and loss of the company for that period.

(c) . the director had taken proper and sufficient care for the maintenance of adequate accounting records in according of the provision of the act for safeguarding the assets of the company and for preventing and deduction of fraud and other irregularities.

(d) . the director had prepared the annual accounts on a going concern basis; and

(e) . the director had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) . the director had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

32. Transfer of Amount to an Investor Education Protection Fund:

Your Company did not have any fund lying unpaid and unclaimed for a period of seven year. Therefore there were no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

33. Listing with Stock Exchange:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to Bombay Stock Exchange.

34. Acknowledgements:

An acknolowedgement to all with whose help, cooperation and hard work the Company is able to achive the results.

---

Mar 31, 2015

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1.Financial Performance of the Company

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-14 (Rs. In lacs) (Rs. In lacs)

Sales 3332.69 2816.19

Other Income 11.49 7.65

Profit Before Interest and 138.50 95.07 Depreciation

Finance Charges 28.03 22.34

Gross Profit 110.47 72.73

Provision for Depreciation 53.92 61.26

Net Profit Before Tax 56.55 11.47

Provision for Tax 16.13 2.26 Net Profit After Tax 40.42 9.21

Balance of Profit brought forward 1166.59 1157.37

Balance available for appropriation - -

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 40.42 9.21

2. Brief description of the Company's working during the year

The Directors feel great pleasure in reporting that your company has been made overall good performance during the year. The turnover of the company during the year was Rs. 3332.69 lacs and Net profit after tax during the year is Rs. 40.42 lacs.

Company's Unit-I at Malanpur, Unit-II at Mandideep, Power Mech Industries(Under proprietorship of the company) are working well.

GTV Engineering Ltd is a Hi-Tech Heavy Steel Fabrication & Machining Company working as sub-contractors for various Giant Engineering companies like BHEL / SIEMENS / ABB / METSO / ALSTOM / THERMAX / FLS mirth / GEBR. PFEIFFER / L&T-MHPS / HOWDEN etc. and is engaged in the execution of several Infrastructural Projects (Power / Mineral / Cement / Railways & Metros projects).

3. Change in the nature of business, if any The Company doesn't change the nature of Business during the financial year 2014-15.

4. Dividend

The Company has not declared any dividend during the Financial Year 2014-2015 for further expansion plans.

5. Reserves

The Board has recommended the Current year profit of Rs. 40,42,101 is transferred to Profit and Loss account.

6. Share Capital

Issue of Shares with Differential Rights

The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] has not issued any shares with Differentials rights during the Financial Year 2014-2015

Issue of Sweat Equity Share

The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the Financial Year 2014-15.

7. Directors and Key Managerial Personnel

The Company has 6(Six) Directors comprising of 3(three) Executive and 3(three) Independent Directors on the Board.

Mr. Gaurav Agrawal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors at their meeting held on 10/01/2015 appointed Mr. Manjeet Singh as Chief Financial Officer and Ms. Priyanka Shrivastava1. as Company Secretary and Compliance Officer of the Company.

The members at Extra-Ordinary general meeting held on 30/03/2015 appointed Mr. Jacob John, Mr. Venkita Krishnan Iyer2. and Mr. Sukumaran Maniyan Nair3. as an Independent Directors for term of 5 years.

8. Particulars of Employees

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules, 2014

9. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Ten Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company at the meeting in which they are appointed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

12. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is forming part of this report as

Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A) Ratio of the Remuneration of each Executive Director to the median employee's remuneration for the financial year 2014-15.

S. No. Name of Director Designation Ratio of Percentage Remuneration of Increase in each Director to Remuneration median remuneration of employees.

1. Mr. Mahesh Agrawal Managing Director 3: 0.4 N.A

2. Mrs. Veena Agrawal Director 1: 0.2 N.A

3. Mr. Gaurav Agrawal Director 1: 0.4 N.A

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase for non-executive directors remuneration is not considered for the aforesaid purpose.

B) The Company has 11 permanent employees on the rolls of the company as on 31st March, 2015.

C) The Managing Director and Executive Directors are not paid any variable component of remuneration. The fixed remuneration of Rs. 36 lacs per annum is paid to the Directors.

In case of Independent Directors, they are paid sitting fees of Rs. 10,000 to each Director during the financial year and commission as approved by Nomination and Remuneration for each financial year.

D) Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid director during the year:

The Managing Director is the highest paid director. No employee has received remuneration higher than the Managing Directors.

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary/Joint venture/Associate Companies.

14. Auditors:

The Auditors, M/s Rath Dinesh & Associates, Chartered Accountants, being ratified by the members at the ensuring Annual General Meeting and being appointed for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 26th AGM.

15. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Kushal Sharma & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. Internal Audit & Controls

The Company continues to engage its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III .

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of the Company relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets during the financial year.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: N.A

23. Deposits

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of deposit during the year 2014-2015

24. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013 The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

25. Particulars of contracts or arrangements with related parties:

The Company has not engaged in any contract or arrangements with related parties during the financial year.

26. Corporate Governance Certificate

The Compliance certificate from M/s Rath Dinesh & Associates, Chartered Accountants, regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

27. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

a) Conservation of energy

Your Company continues to give priority for conservation of energy on an ongoing basis keeping in view the national concern for energy conservation.

- Energy Conservation measures taken: Capacitor banks have been installed in series with MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard valves to reduce the power losses.

- Total energy consumption and consumption per unit of production :

Form-A

Current Year Previous Year 2014-2015 2013-2014

A. Power and Fuel consumption

- Electricity Purchased Unit(KWH in 4.89 3.73 lacs)

Total amount(Rs in lacs) 40.62 36.22

Own generation(Units) 0.00 0.00 Through diesel generator 0.00 Ltrs 379.00 Ltrs

Cost/unit (rs.) 0.00 0.00 - Coal

Qty(tonnes) N.A N.A

Total Cost (Rs. In lacs)

Average Rate(Rs.) N.A N.A

- Others

B. Consumption per ton of production 138.190KWH 68.504KWH

Form- B

(b) Technology absorption

Research & Development : Internal efforts for the improvement of weld quality & productivity.

Expenditure on R & D : No separate expenditure

Technology absorption, adaptation and information

Technology Imported : N.A

Future plans : N.A

(c) Foreign exchange earnings and Outgo

During the year, no foreign exchange was used and earned by the Company.

28. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

29. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

31. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Calcutta Stock Exchange where the Company's Shares are listed.

32. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Date: 30/05/2015

Place: Bhopal On behalf of the Board of Directors

For GTV Engineering Limited

Sd/-

Mahesh Agrawal

Managing Director

---

Mar 31, 2014

The Directors have pleasure in presenting Twenty-Third Annual Report together with Audited statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

Current year Previous year ended 31.3.2014 ended 31.3.2013 (Rs. in lacs) (Rs. in lacs) Sales 2816.19 3042.70

Other Income 7.65 13.59

Profit Before Intt. Tax &Dep. 95.07 103.93

Less: Financial Expenses 22.34 48.46

Profit before Dep.& Tax 72.73 55.47

Less: Depreciation 61.26 40.27

Profit before tax 11.47 15.20

Less: Provision for tax 2.26 8.83

Net Profit after tax 9.21 6.37 Proposed Dividend Nil Nil

DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND:

Your directors have decided not to recommend any dividend for the, year augment the funds for recycling the same into working capital and further to reduce the deDt burden of the company.

OPERATIONS:

The Directors feel great pleasure in reporting that your company has been made derail good performance during the year. The turnover of the company dung the year was is. 2816.19 Lacs and Net Profit after tax during the year is Rs. 9.21 Lacs.

Company's Unit-I at Malanpur, Unit-II at Mandideep, Power Mech Industries (Under Proprietorship of the Company) are working well.

AUDITORS:

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES, Chartered

Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL:

The corona has no employee in respect of whom statement under Section 217 (2A) of the to SmpS companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the and of Directors) Rules, 1988 is annexed hereto and forms part of the report - Annexure 1.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the w.e.f employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place- Bhopal By tbi order of the Board of Directors

Dated: 22.05.2014 For GTV ENGINEERING LIMITED

Regd. Office:

216-218, New Industrial Area-II

Mandideep-462046. (MAHESH AGRAWAL)

Dist. Raisen. Managing Director

---

Mar 31, 2013

The Directors have pleasure in presenting Twenty-Second Annual Report together with Audited statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

Current year Previous year ended 31.3.2013 ended 31.3.2012 (Rs. in lacs) (Rs. in lacs)

Sales 3042.70 3074.52

Other Income 13.59 9.52

Profit Before Intt. Tax & Dep. 132.40 128.09

Less : Financial Expenses 76.93 75.28

Profit before Dep.& Tax 55.47 52.81

Less : Depreciation 40.27 41.53

Profit before tax 15.20 11.76

Less: Provision for tax 8.83 2.94

Net Profit after tax 6.37 8.82

Proposed Dividend Nil Nil

OPERATIONS :

The Directors feel great pleasure in reporting that your company has been made impressive performance during the year. The turnover of the company during the year was Rs. 3042.70 Lacs and Net Profit after tax during the year is Rs. 6.37 Lacs.

Company's Unit—I at Malanpur. Unit-Ii at Mandideep, Power Mech Industries (Under Proprietorship of the Company) are working well.

AUDITORS:

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES. Chartered Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment.

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL:

The company has no employee in respect of whom statement under Section 217 (2A) of the companies Act, 1956 and companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the report of Board of Directors) Rules. 1988 is annexed hereto and forms part of the report - Annexure 1.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the services rendered by the employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place: Bhopal By the order of the Board of Directors

Dated : 10.07.2013 For GTV ENGINEERING LIMITED

Regd. Office:

2.16-218, New Industrial Area-II

Mandideep-462046.

(MAHESH AGRAWAI,)

Dist. Raisen. Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting Twentieth Annual Report together with Audited statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

Current year Previous year ended 31.3.2011 ended 31.3.2010 (Rs. in lacs) (Rs. in lacs)

Sales 9268.38 1842.12

Other Income 30.85 23.65

Profit Before Intt. Tax & Dep. 160.28 127.51

Less : Financial Expenses 78.07 35.22

Profit before Dep.& Tax 82.21 92.29

Less: Depreciation 40.58 55.37

Profit before tax 41.63 36.92

Less: Provision for tax 10.26 7.60

Net Profit after tax 31.37 29.32

Proposed Dividend Nil Nil

DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND :

Your directors have decided not to recommend any dividend for the year in view of to augment the funds for recycling the same into working capital and further to reduce the debt burden of the company.

OPERATIONS :

The Directors feel great pleasure in reporting that your company has been made impressive performance during the year. The turnover of the company lias significantly improved during the year under review to Rs. 9268.38 Lacs from Its. 1842.12 lacs during the previous year. The Net Profit after tax during the year is Rs. 31.37 Lacs.

Company's Unit—I at Malanpur, Unit-Il at Mandideep, Power Mech Industries (Under Proprietorship of the Company) and all the divisions including above are working well.

AUDITORS :

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment.

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL:

The company has no employee ill respect of whom statement under Section 217 (2A) of the companies Act, 1956 and companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report - Admixture 1.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the services rendered by the employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place : Bhopal By threaded of the Board of Directors

Dated : 29.06.2011 For GTV ENGINEERING LIMITED

Regd. Office:

216-218, New Industrial Area-II,

Mandideep-462046. (MAHESH AGRAWAL)

Dist. Raisen. Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting Twenty-First Annual Report together with Audited statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS;

Current year Previous year ended 31.3.2012 ended 31.3.2011 (Rs. in lacs) (Rs. in lacs)

Sales 3074.52 9002.15

Other Income 9.52 30.85 Profit Before Intt. Tax & Dep. 128.09 160.28

Less: Financial Expenses 75.28 78.07

Profit before Dep.& Tax 52.81 82.21

Less: Depreciation 41.53 40.58

Profit before tax 11.28 41.63

Less: Provision for tax 2.46 10.26

Net Profit after tax 8.82 31.37

Proposed Dividend Nil Nil

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND:

Your directors have decided not to recommend any dividend for the year in view of to augment the funds for recycling the same into working capital and further to reduce the debt burden of the company.

OPERATIONS :

The Directors feel great pleasure in reporting that your company has been made impressive performance during the year. The turnover of the company during the year was Rs. 3074.52 Lacs and Net Profit after tax during the year is Rs. 8.82 Lacs.

Company's Unit I at Malanpur, Unit-II at Mandideep, Power Mech Industries (Under Proprietorship of the Company) are working well.

AUDITORS:

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment.

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL;

The company has no employee in respect of whom statement under Section 217 (2A) of the companies Act, 1956 and companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report - Annexure 1,

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the services rendered by the employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place : Bhopal By thp order of the Board of Directors

Dated : 29.06.2012 For GTV ENGINEERING LIMITED

Regd. Office:

216-218, New Industrial Area-II,

Mandideep-462046. (MAHESH AGRAWAL)

Dist. Raisen. Managing Director