Board's Report & Management Discussion and Analysis To The members of Gajra Bevel Gears Limited Your Directors take pleasure in presenting the 40th Annual Report together with the audited financial statements for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this report. 1. HIGHLIGHTS OF PERFORMANCE: • There has not been any manufacturing / business activity in the Company and therefore there was no revenue from operations. Other Income of the Company for the year was Rs. 529.26 Lakhs as compared to Rs.95.84 Lakhs. • Net sales for the year were Nil as compared to NiL in the previous year, no change; • Profit before tax for the year was Rs. 374.03 Lakhs as compared to loss of Rs. 497.09 Lakhs in the previous year; • There is no Tax Liability on the profits for the year and therefore the profit after tax for the year remained at Rs. 374.03 Lakhs as compared to Loss of Rs. 880.65 Lakhs in the previous year which includes provision of earlier operation years assessed liabilities of Income Tax and Commercial Tax to the tune of Rs.383.56 Lakhs. 2. DIVIDEND: Due to requirement of the long term financial resources and cover huge accumulated losses of the previous financial years your directors proposes to preserve the profits for the growth of the company and do not recommend any dividend for the year 2014-15. (previous year 201314 Rs. Nil) 3. SHARE CAPITAL & LISTING: The paid up Equity Share Capital as on 31st March, 2015 was Rs. 940.07 Lakhs divided into 94,00,750 equity shares of Rs. 10/- each. During the year under review, it has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of the Company hold convertible instruments of the Company. The Company's some of the shares issued on preferential basis are not listed by the stock exchanges and the Company is making efforts to regularize the same by way of listing at the BSE. SEBI has passed an order on June 09th, 2015 providing the exit to Madhya Pradesh stock Exchanges Limited (MPSE). For derecognisation, therefore now the Company's shares are listed with the BSE only. 3.1 Transfer to Reserve: During the year your company has transferred Rs. 50.00 Lakhs to the General Reserves. Previous year Nil. 4. FINANCE: Cash and cash equivalent as at 31st March, 2015 was Rs. 4.07 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. 4.1 Deposits: The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2015. 4.2 Particulars of loans, guarantees or investments: The Company has not provided any loans and guarantees and not made any investments pursuant to Section 186 of the Companies Act, 2013. The Company has not given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest were charged. 5.OVER ALL REVIEW AND FUTURE PROSPECTS: The Company had no manufacturing/business activity during the year ended on 31/03/2015. The management of the Company continued making the efforts for rehabilitation of the Company and in course of that succeeded in settlement of dues of loan accounts of SBI, IDBI, IFCI, MPSIDC and MPAVN by way of OTS, by the financial support of Abhimanyu Agro Pvt. Ltd. and Rani Agro Pvt. Ltd. During the financial year Company had paid off the OTS dues of IDBI also. The management of the Company is also making efforts to settle the only left secured creditors Madhya Pradesh Financial Corporation by way of OTS. After satisfying the terms of OTS, during the year, the Company has written off a sum of Rs.45601978/- being the credit balance of settled loan accounts considering the same as waiver which has resulted into a net profit of Rs.37403252/- for the year ended 31st March'2015. This year's net profit has reduced the accumulated losses to Rs.4562.78 Lacs as against the previous year's accumulated losses of Rs.4936.81 Lacs. The members are well aware of the facts that the Company's entire net worth had already been eroded long back and based on Audited Balance Sheet as at 30 Sept.'2008, the Hon'ble BIFR had declared the Company as a SICK INDUSTRIAL COMPANY in terms of section 3(1) (o) of Sick Industrial Companies (Special Provisions) Act, 1985 and appointed the IDBI as the Operation Agency. The Board of Directors of the Company is making best efforts to re-store the manufacturing activity of the Company as early as possible. 6. FINANCIAL REVIEW AND STATUS OF SICKNESS: Your directors report that based on the Financial Statements as at 30th Sept., 2008 a reference u/s 15(1) of SICA (SP) Act, 1985 has been filed by the Company with the BIFR and the same has been registered as Case no. 27/2009 on 13th July, 2009. The BIFR vide its order of hearing held on 6th Jan., 2010 declared the company as a Sick Industrial Company in terms of section 3(1)(o) of SICA (SP) Act, 1985 and appointed IDBI as the Operating Agency. The DRS for rehabilitation of the Company is under preparation. Since there was no manufacturing/business activity, the management has taken a decision NO WORK NO PAY' and therefore no provision for employees remunerations were made in the books of accounts for the year ended 31st March, 2015 In view of the settlement process no provision has been made for the interest on institutional borrowings for the year under review as per policy followed in previous years. 7. HUMAN RESOURCES: Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement. The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus: • Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate. • Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role. • Industrial Relations: The Company's manufacturing activities has been stopped since long. However, there is no problem with the labour and industrial relations on assuming the manufacturing activities by the Company in future. 7.1 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the year under review. 8. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board. The Board of Directors of the Company has constituted Risk Management Committee to identify area of risk and remedy for the same. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Presently the Company is facing risk for revival of the manufacturing facilities due to its financial sickness further that once it started manufacturing activities, the Company shall have great challenges of the up gradation of the plant and machineries make new contracts with the buyers, competition with the existing players in the market etc. 9. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company (Link- http://www.gajrabevel.com/) <http://www.gajrabevel.com/> and annexed as annexure 6. 10. SUBSIDIARY COMPANIES, AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES: The Company does not have any subsidiary, associate or joint venture company at the beginning or any time during the year 2014-15, therefore it has provided standalone financial statements for the year 2014-15. 11. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS: 11.1 Executive Directors and KMPs: At the Annual General Meeting (AGM) of the Company held on September 30th 2014, the Members had re-appointed Mr. Surendra Singh (DIN 01260862) Director and also confirm appointment of Mrs. Rani Singh, (DIN 01015696), Woman Director who was appointed as a additional director w.e.f. 14th August, 2014. Mrs. Rani Singh (DIN: 01015696) director is liable to retire by rotation and being eligible offer herself for re-appointment as director of the Company. 11.2 Independent Directors: Mr. Parmal Singh Raghuwanshi (DIN: 01239211 ), Mr. Dwarika Prasad Soni (DIN: 02616313 ) were appointed as the Independent Directors under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 11.3 Other Key Managerial Persons: The Board of Directors has appointed Mr. Atul Rangenkar as a CFO Ms. Shivani Khandelwal as a CS (ACS 34141) and Mr. Ranveer Singh as a CEO as required under section 203 of the Companies Act, 2013 on the recommendation of the Nomination & Remuneration Committee and designated them as the Key Managerial Personnel. 11.4 Number of meetings of the Board: The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Indore, (M.P.). The Agenda of the Board/Committee meetings is circulated at least seven days prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met 4 (Four) times in financial year 2014-15 viz., on 30th May, 2014, 14th August, 2014, 14th Nov., 2014 and 13th Feb., 2015. The maximum interval between any two meetings did not exceed 120 days. 11.5 Board independence: Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- (a) Shri Parmal Singh Raghuwanshi; (b) Shri Dwarika Prasad Soni 11.6 Company's policy on Directors' Appointment and Remuneration: The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed herewith as "Annexure 4" and also uploaded on Company's website. (Link: - http: //www .gaj rabevel.com/) 11.7 Annual evaluation by the Board: The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board deliberations. iii. Strategic perspectives or inputs regarding future growth of Company and its performance. iv. Providing perspectives and feedback going beyond information provided by the management. v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. Member of the Board not participated in the discussion of his/her evaluation. 12. DIRECTORS' RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as mentioned in annexed to financial statements as annexure-I of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit of the Company for the year ended on that date; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and (f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 13. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board has the following 5 (Five) Committees as follows: (1) Audit Committee (2) Nomination and Remuneration Committee (3) Stakeholders' Relationship Committee (4) Risk management Committee (5) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 14. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. The statement is supported by a Certificate from the Director and the CFO. The Company has developed a Related Party Transactions Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website (Link:- <http://www.gajrabevel.coml/>. A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 being enclosed in the AOC-2 as "Annexure 1" with the Board's Report. 15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. 16. AUDITORS, THEIR COMMENTS AND MANAGEMENT REPRESENTATION: 16.1 Statutory Auditors Appointment: The Company's Auditors, M/s O.T. Gandhi & Company, Chartered Accountants, who were appointed for a term of three years at the 39th Annual General Meeting of the Company held on 30th Sept, 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed there under for ratification for appointment as Auditors of the Company. Further, the report of the Statutory Auditors along with notes to the Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. 16.2 Cost Auditors: Pursuant to the Orders of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. As per opinion provided that being there is no manufacturing activities in the Company, the Company is not required to maintain the cost accounting records, hence no cost records has been maintained by the management. 16.3 Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Naveen Kumar Jain, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure 2". The observations made by the Secretarial Auditors and the management representation thereon are as under: 1. That the Company has filed the Form 23AC, ACA (XBRL Format) for the Filing the Financial Statement with delayed a period of 33 days to the ROC with the adequate Additional Filing Fees and Form MGT-10 (4 Forms) also filled delayed to the ROC after prescribed period with the adequate additional filing fees. Management Comment/Explanations:- Form 23AC & ACA XBRL is delayed by 33 days because of the technical reasons. Further the Company was filing Form MGT-10 (4 Forms) attach with the Form GNL-2 for change in the 2% or more shares of the Company in respect of promoters and top 10 shareholders of the Company. However, after availability of e-Form MGT-10 for e-filing, it was 2% of the respective promoters and top 10 shareholders holding and due to that uncertainty, the Company has filed form MGT-10 after some delay with the adequate filing fee. 2. For 17,81,200 shares and 2,53,000 shares allotted previously under the preferential issue on restructuring of debts liabilities and to the promoters for which listing application is being made. *As per BSE Records the Number of Listed shares are 79, 95,400. Management Comment/Explanations: The Company is in touch with the BSE authorities and application to BSE for listing of the aforesaid securities allotted by way of preferential issue and reconciliation of the issued, subscribed and paid up capital and listed capital is in process. 3. Secured loans from Life Insurance Corporation of India (charge-id 90202147) which were repaid/set off by modification, etc. long back, but still appearing on the portal of the MCA under the Index of Charges for which corrective measures needs to taken for deletion of such charges. Management Comment/Explanations: The Company is making efforts to search the Form 17 filed by the Company and removal of the Charge ID from the MCA. 16.4. Disclosure for frauds against the Company: In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2014-15. 17. ENHANCING SHAREHOLDERS VALUE: Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development. 18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 5". 19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: A. Financial Arrangement: The company had suffered with heavy financial losses in earlier years and was declared a Sick Industrial Company under the provisions of SICA by the hon'ble BIFR vide hearing held on 6th January 2010 appointing the IDBI as the Operating Agency to work out a rehabilitation scheme for the Company. In process of revival efforts being made by the management of the Company, your Company has obtained unsecured loans of Rs. 2746.59 Lakh from their associate companies to settle the secured dues of State Bank of India, IDBI, IFCI, MPSIDC and MPAVN. Your directors place on record their sincere thanks to the new lenders for their confidence in the management of the company. B. Industry Structure and developments: Your company was having status as a major player in heavy/medium/light commercial vehicle segment, tractor segment and utility vehicle segment. Since, it has closed down the production activities, its most of the existing marketing network has been totally disturbed and it has to take effective steps to further establish its products in the market when it would be able to resume the production activities. C. Risk and Concerns: Your company was catering the needs of almost all sector of differential gear industry. Due to the financial sickness in earlier years there is no manufacturing and business activity in the Company after 31st Oct. 2006 and because of that the market share of the Company has been taken over by its competitors. The management of the Company is putting best efforts to restore its manufacturing and business activities as early as possible with the essential repair of existing plant and machinery and confident of taking production to the quality standard as it used to take in its operational years. The age of plant and machinery is not going to significantly effect the quality of its production. Being remained out of market since Nov. 2006 the Company might face a tough competition from existing market rulers. Your management is confident of getting a good support of its past brand equity image to restore the market but even than the element of risk in setting up the market of Company products is there. Further that apart from the normal risk, demand-supply conditions, raw material prices, changes in government regulations, tax regimes, and economic developments within the country and globally may have direct or indirect impact on the operations of the Company. 20. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 for the year ended 31st March, 2015 is annexed herewith as "Annexure 3". 21. CORPORATE GOVERNANCE: In terms of the SEBI Circulars No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the compliance of clause 49 is not mandatory by the Company after 1st Oct., 2014. However, your Company firmly believes and adopts the highest standard of practice under Corporate Governance. However as per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report. Certificate of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to provisions of Clause 49(IX) of the Listing Agreement, and the auditors certificate on Compliance of Corporate Governance under clause 49(XI) of the Listing Agreement for the year under review was placed before the Board of Directors of the Company at its meeting held on 14th August, 2015 A copy of the certificate on the financial statements for the financial year ended 31st March, 2015 is annexed along with this Report. 22. PARTICULARS OF REMUNERATION OF EMPLOYEES: During the year, none of the employees received remuneration in excess of Rs. 60 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore there is no information to disclose in terms of the provisions of the Companies Act, 2013. 23. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website (Link:-http ://www.gajrabevel.com ) The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. 24. PREVENTION OF INSIDER TRADING: In view of the SEBI (Prohibition of Insider Trading) Regulation, 1992/2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. 25. ACKNOWLEDGEMENTS: Your directors would like to express their grateful appreciation for assistance and cooperation received from the BIFR and IDBI, Operating Agency appointed by the BIFR, and Members of the Company for their confidence and support to the management of the company in the adverse financial conditions and hope that with their continuing and active support, the Company may revive and shall be able to perform well in coming years. 26. CAUTIONARY STATEMENT Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations. For and on behalf of the Board SURENDRA SINGH Chairman DIN01260862 Place: Indore Date14.08.2015 |