GAUTAM ENGINEERS LIMITED

Regd. Office:, 19, R.N. Mukherjee Road, Kolkata-700001

CIN: U74210WB1974PLC029487

Directors Report to the Shareholders for the year ended 31st March, 2017

Dear Members,

Your Directors have pleasure in presenting their Annual Report along with Audited
Statement of Accounts of the Company for the year ended 31.03.2017.

1. Financial Results :

PARTICULARS 31.03.2017 (Rs.) 31.03.2016 (Rs.)

Turnover (Including other Income) 1,35,32,599 2,03,18,369
Profit/Loss before Depreciation 51,86,930 82,00,682
Depreciation 6,58,704 17,24,938
Profit/(Loss) before taxation 45,28,226 64,75,744
Provision for Income Tax:
Current year taxes 13,00,000 23,50,000
Deferred Tax (7,43,082) (2,03,243)
Profit/(Loss) after Tax 39,71,308 43,28,987
Prior Period Adjustment 4,030 NIL
Balance brought forward from last year 5,01,55,932 4,58,26,945
Balance carried to balance sheet 5,41,31,270 5,01,55,932

2. Dividend :

Yours Directors do not recommend any dividend for the period under review with a view
to retain the earning for further investment in the business of the Company.

3. Transfer to Reserves :

The profits after tax for the year amounting to Rs. 39,71,308/- have been carried to the
accumulated Surplus in the Statement of Profit & Loss Account, the balance of which as at
the year end, appearing under Reserves & Surplus (refer note no.3 of the Balance Sheet), is
Rs. 5,41,31,270/- after adjustment of prior period items. No amounts have been
transferred to any other Reserve account.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund :

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

5. Review of business operations and future prospects:

The company has maintained steady earnings and profits as compared to the preceding
year. Your directors anticipate better prospect in the future year through better utilization
of resources and proper cost control & management.
6. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future :
No adverse orders or rulings of any Court or Tribunal or Regulator were passed which
would impact the going concern status and Companys operations in future between end of
the financial year of the Company and the date of this report.
7. Change in the nature of business, if any

There is no change in the nature of the business of the company carried on during the year
as compared to the previous year.

8. Material changes and commitments effecting the financial position of the Company
that have occurred between the end of the financial year to which these financial
statements relate and the date of the report :
There have been no material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and on the date of this report

9. Voluntary revision of Financial statements or Boards Report :

No voluntary revision of Financial Statements or Boards Report was made in respect of

any of the 3 (three) preceding financial years applicable to the company relevant to the
year under report.

10. Changes in Share Capital :

There was no change in the Share Capital during the year under review.

11. Disclosure regarding issue of equity shares with differential rights, employee stock
options, sweat equity shares and provision of money by company for purchase of its
own shares by employees or by trustees for the benefit of employees

During the year under review there was no issue of Equity shares with differential voting
rights, Employees stock Options and Sweat Equity Shares and no provision of money by
company for purchase of its own shares by employees or by trustees for the benefit of
employees, and hence no disclosure is required under the Companies (Share Capital and
Debentures) Rules, 2014

12. Deposits

The Company has neither accepted nor renewed any deposits falling within the provisions
of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules,
2014 and hence the details relating to deposits, covered under Chapter V of the Companies
Act 2013 are not applicable.

13. Conservation of energy, Technology absorption and Foreign exchange earnings and
outgo :

The nature of business of the company requires no such usage of energy or technology
absorption that warrants us to make a policy for Conservation Of Energy & Technology
Absorption. Accordingly the provisions of Section 134(3)(m) of the Companies Act, 2013
do not apply to our Company. However the company endeavors to optimize energy
utilization and conservation wherever possible.
Foreign exchange - earnings NIL
Outgo NIL
14. Development and implementation of Risk Assessment Policy :

Risk management includes identifying types of risks and its assessment, risk handling and
monitoring and reporting. The Company does not have any Risk Management Policy as the
elements of risk threatening the Companys existence are very minimal.

15. Corporate Social Responsibility :

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable and hence no disclosure in terms of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is necessary.

16. Particulars of Loans, Investments or Guarantees under section 186 of the Companies
Act 2013 :

There were no loans, guarantees or investments made by the Company under Section 186
of the Companies Act, 2013 during the year under review and hence the said provisions are
not applicable.

17. Contracts of arrangement with Related parties :

The details of contracts or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review is as per Annexure-B

18. Holding & Subsidiaries Companies, Associates and Joint Ventures

The company does not have any Holding, Subsidiary, Associate Company(ies) and Joint
Ventures and therefore there are no particulars to be reported in this regard for the year
under review.

19. Changes in Directors and Key Management Personnel

There have been no changes in the directors and/or key management personnel of the
company during the year under review.
20. Declaration of Independent Director
The provisions of the Declaration of Independent Director under sub-section (6) of Section
149 of the Companies Act, 2013 are not applicable to this company.
21. Statement on Formal Annual Evaluation by the Board of its performance, that of its
directors and its committees :
No statement is required to be made indicating the manner in which Formal Annual
Evaluation has been made by the Board of its own performance its Directors and that of its
Committees as the same is not required for this company under the Companies Act, 2013.

22. Management discussion and analysis Report

Presentation of Management Discussion and analysis Report is not applicable to the
company.
23. Nomination and Remuneration Committee

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration

Committee are not applicable to the Company and hence the Company has not devised any
policy relating to appointment of Directors, payment of Managerial remuneration,
Directors qualifications, positive attributes, independence of Directors and other related
matters as provided under Section 178(3) of the Companies Act, 2013.
24. Managerial Remuneration :

No disclosure for Managerial Remuneration under the Companies Act 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
applicable to this company.

25. Receipt of Commission by Managing Director/Whole Time Director or receipt of

Commission and/or Remuneration from its Holding or Subsidiary :
Disclosure in respect of receipt of Commission by Managing Director /Whole time Director
or receipt of Commission and/or remuneration from its Holding or Subsidiary is not
applicable to the company

26. Disclosure of Establishment of Vigil Mechanism :

Disclosure of details about establishment of a Vigil mechanism for directors and employees
to report their genuine concern or grievances are not applicable to this company.
27. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ;
There are no such cases filed in respect of the Company during the year under report.
28. Fraud Reporting :
There are no frauds reported for the period under review and hence there are no
particulars to report.
29. Internal Financial Controls :
The company has effective internal financial control systems commensurate to its size in
regard to preparation of financial statements. The same are being reviewed at periodic
intervals to assess any weakness and if found are redressed immediately.
30. Corporate Governance :

Presentation of Report on Corporate governance Report along with this Report is not
applicable to the Company

31. Details of Board Meetings conducted during the year :

The Company held four (4) Board meetings on 3rd June 2016, 23rd August 2016, 25th
November 2016 and 10th February, 2017 during the financial year under review.

32. Directors Responsibility Statement :

a) In preparation of Annual Accounts, the applicable Accounting Standards have been

followed along with proper explanation relating to material departures, if any;
b) They have selected the 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 of the financial year under the review and for
the profit or loss of the company for the period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for the safeguarding
the assets of the Company and for preventing and detecting fraud and irregularities;
d) They have prepared the annual accounts on a going concern basis.
e) 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.
 33. Audit Committee :

The relevant provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to
the Company.

34. Statutory Auditors :

M/s S.B.DANDEKER & CO, Chartered Accountants, Statutory Auditors of the Company, are
appointed, in accordance with section 139(1) of the Companies Act 2013, for a period of 5
financial years from FY 2015-16 to FY 2019-2020. Their appointment for the FY 2017-18 is
required to be ratified at the ensuing annual general meeting by the members for which
consent has been received from the auditors.

35. Cost auditors :

The company is not required to appoint any Cost auditor under the Act and the Rules
framed there under.

36. Secretarial Audit :

The provisions relating to Secretarial Audit are not applicable to the Company.
37. Explanation and comments on qualification, reservations and adverse remark made in
the auditors report and secretarial audit report :
There are no qualifications in the auditors report for the period under review. The
provisions relating to submission of Secretarial Audit Report are applicable to the Company
and hence there is nothing to report.
38. Extract of Annual Return :

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of
the Companies (Management and administration) Rules, 2014 is furnished in Annexure A
forming part of this Report.
39. Acknowledgments :
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed in your Company.

FOR AND ON BEHALF OF

THE BOARD OF DIRECTORS

H.M. Choudhury
Director
DIN- 02263807

Prem Chand Gupta

Director
DIN- 03324740
Place: Kolkata
Date: 18th July, 2017