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Gajra Bevel Gears Ltd.

BSE: 505711 Sector: Auto
NSE: N.A. ISIN Code: INE282D01010
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VOLUME 900
52-Week high 4.10
52-Week low 1.90
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.50
Sell Qty 10057.00

Gajra Bevel Gears Ltd. (GAJRABEVEL) - Director Report

Company director report

To

The members of

Gajra Bevel Gears Limited

Your Directors take pleasure in presenting the 41stAnnual Report togetherwith the audited financial statements for the year ended March 31 2016. The ManagementDiscussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE:

• Total revenue for the year was Rs.0.50 Lakhs as compared to Rs. 529.26 Lakhs inthe previous year hence declined by 98.94%;

• Net sales for the year were Nil as compared to NiL in the previous year nochange;

• Profit / (Loss) before tax for the year was Rs.(29.16) as compared to Rs. 374.06Lakhs in the previous year;

• Profit / (Loss) after tax for the year was Rs.(29.16) Lakhs as compared toRs.374.06 Lakhs in the previous year.

2.FINANCIAL RESULTS:

The Summarized financial results are as under: (Rs. In Lakhs)
Particulars Year ended Year ended
31.03.2016 31.03.2015
Revenue from operation 0.00 0.00
Other Income 0.50 529.26
Total Income 0.50 529.26
Total Expenses 22.93 148.44
Profit/Loss before Interest Depreciation &Tax (22.43) 380.81
(EBIDTA)
Less: Interest 0.00 0.00
Less: Depreciation and amortization expenses 6.73 6.78
Profit /Loss before Tax (29.16) 374.06
Less: (a) Current Tax 0.00 0.00
(b) Deferred Tax 0.00 0.00
(c) Earlier year (Income Tax and Commercial Tax) 0.00 -
Net Profit/Loss for the year (29.16) 374.06
Interest relating to previous years (134.24) -
Add: Loss brought forward from previous year (4562.78) (4936.81)
Accumulated Losses Carried to Balance Sheet (4726.18) (4562.78)
Paid up Equity Share Capital 940.08 940.08
Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.) (1.74) 3.98

3.DIVIDEND:

Due to heavy losses suffered in the year and huge accumulated losses of the previousfinancial years your directors are not able to recommend any dividend for the year2015-16. (previous year 2014-15 -Rs. Nil)

4. SHARE CAPITAL& LISTING:

The paid up Equity Share Capital as on 31st March 2016 was Rs. 940.07 Lakhsdivided into 9400750 equity shares of Rs. 10/- each. During the year under review ithas not issued shares with differential voting rights nor granted stock options nor sweatequity. As on 31st March 2016 none of the Directors of the Company holdconvertible instruments of the Company. The Company’s some of the shares issued onpreferential basis are not listed by the stock exchanges and the Company is making effortsto regularize the same by way of listing at the BSE. SEBI has passed an order on June 9th2015 providing the exit to Madhya Pradesh Stock

Exchanges Limited (MPSE). For derecognisation therefore now the Company’s sharesare listed with the BSE only.

4.1 Transfer to Reserve:

During the year your company has not transferred any amount to the General Reserves.(Previous year Rs. 50.00 lakhs.)

5. FINANCE:

Cash and cash equivalent as at 31st March 2016 was Rs. 1.31 Lakhs. TheCompany continues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

5.1 Deposits:

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2016. TheCompany has also not accepted any deposit in violation of the Companies Deposit Rules2014.

5.2 Particulars of loans guarantees or investments:

The Company has not provided any loans and guarantees and not made any investmentspursuant to Section 186 of the Companies Act 2013 during the year under review. Theparticulars of the investments have been provided in the financial statements attachedwith the Board Report.

6. OVERALL REVIEW AND FUTURE PROSPECTS:

The Company had no manufacturing/business activity during the year ended on 31stMarch 2016. The management of the Company continued in making efforts for rehabilitationof the Company and in course of that so far succeeded in the settlement of dues of SBIIFCI IDBI and MPSIDC with the financial support of Abhimanyu Agro Pvt. Ltd. and Rani AgroPvt. Ltd. The settlement of the dues of M.P. Financial Corporation is still pending forwhich suitable efforts are being made. The management of the Company is making best oftheir efforts to restore the manufacturing activity of the Company as early as possible.

7. FINANCIAL REVIEW AND STATUS OF SICKNESS:

To reconcile the dues of M.P. Financial Corporation a sum of Rs.13422609/- leviedby the corporation towards earlier years on account of interest penal interest andlegal charges on the loan account has also been accounted for. Considering the Income andExpenditure of the year the Company had suffered with a net loss of Rs.16339364/-which further increased the accumulated losses and made to Rs.4726.17 Lakhs as against theprevious year's accumulated losses of Rs.4562.78 Lakhs. The members are well aware of thefacts that the Company's entire net worth had already been eroded long back and based onAudited Balance Sheet asat 30 Sept.'2008 the Hon'ble BIFR had declared the Company as aSICK 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 DRS forrehabilitation of Company is pending in want of settlement of the dues of M.P. FinancialCorporation.

8. HUMAN RESOURCES:

Since the Company is not having manufacturing activities and it is a sick company theCompany has appointed minimum staff and officers as required to comply with the provisionsof the Companies Act 2013 like Company Secretary and Chief Financial Officer etc.

8.1 Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaint was received during theyear under review.

9. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board. The Board of Directors ofthe Company has constituted Risk Management Committee to identify area of risk and remedyfor the same.

9.1 Internal Control System

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe 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 actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard. Presently the Company is facing risk for revival of the manufacturing facilitiesdue to its financial sickness further that once it started manufacturing activities theCompany shall have great challenges of the up gradation of the plant and machineries makenew contracts with the buyers competition with the existing players in the market etc.

10. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to dealwith instance of fraud and mismanagement if any. The details of the Vigil MechanismPolicy is explained in the Corporate Governance Report and also posted on the website ofthe Company(Link-http://www.gajrabevel.com/public_html/Investors.html/) and annexed as

" Annexure 5".

11. SUBSIDIARY COMPANIES PROVIDE LINK CONSOLIDATION OF FINANCIAL STATEMENTS:

The Company does not have any subsidiary associate or joint venture company at thebeginning or any time during the year 2015-16 therefore it has provided standalonefinancial statements for the year 2015-16 and consolidation of the financial statementsare not required by the Company.

12. BOARD OF DIRECTORS KMPs & BOARD MEETINGS:

12.1 Directors liable to retire by rotation:

Mr. Surendra Singh (DIN: 01260862) director is liable to retire by rotation and beingeligible offer himself for re-appointment as director of the Company.

12.2 Composition of the Board of directors

The Company is having total 4 (Four) directors which includes one Women directorand (Two) Independent Directors and the Composition of the Board is in accordancewith the Companies Act 2013 and the SEBI (LODR) Regulations 2015. There is no change inthe Board of directors during the year under review.

12.3Independent Directors:

Definition of ‘Independence’ of Directors is derived from the SEBI (LODR)Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on theconfirmation/disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofthe SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013:- (a) ShriParmal Singh Raghuwanshi; and (b) Shri Dwarika Prasad Soni All Independent Directors havegiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. The Board ofdirectors confirm that these independent directors meet out the criteria laid for theindependencies under the Companies Act 2013 and the SEBI (LODR) Regulations 2015. TheIndependent directors were appointed for a term of 5 years w.e.f. 1st April2014 and are not liable to retire by rotation.

12.4 Key Managerial Persons:

The Company is having appointed Mr. Atul Rangenkar as a CFO; CS Shivani Khandelwal (ACS34141) as a Company Secretary and Compliance Officer and Mr. Ranveer Singh as a CEO asrequired under section 203 of the Companies Act 2013 and there is no change in the KeyManagerial Personnel’s during the year under review.

12.5 Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board’s approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting. Thenotice of Board meeting is given well in advance to all the Directors. All the meetings ofthe Board are held at the Corporate Office of the Company at Indore (M.P.). The Agenda ofthe Board meetings is circulated at least seven days prior to the date of the meeting. TheAgenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision. The Boardmet 4 (Four) times in financial year 2015-16 viz. on 30th May 201514th August 2015 14th Nov. 2015 and 12th Feb. 2016.The maximum interval between any two meetings did not exceed 120 days.

13. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is annexed herewith as "Annexure3" and also uploaded on Company’s website. (Link:-http://www.gajrabevel.com/)

13.1 Annual evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii.Quality of contribution to Board deliberations. iii. Strategic perspectives or inputsregarding future growth of Company and its performance. iv. Providing perspectives andfeedback going beyond information provided by the management. v. Commitment to shareholderand other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. Member of the Board not participated in the discussion ofhis/her evaluation.

14 . DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: (a) that in the preparation of the annualfinancial statements for the year ended 31st March 2016 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; (b) that such accounting policies as mentioned in annexed to financialstatements as annexure-I of the Notes to the Financial Statements have been selected andapplied consistently and judgment and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31st 2016 and of the loss of the Company for the year ended on thatdate;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (d) that the annual financial statements have been prepared on a goingconcern basis; (e) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;and (f) that propersystems to ensure compliance with the provisions of all applicable laws were in place andwere adequate and operating effectively.

15. COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board has thefollowing 4 (Four) Committees as follows: (1) Audit Committee (2) Nomination andRemuneration Committee (3) Stakeholders’ Relationship Committee (4) Risk managementCommittee Details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee and also the Board for approval. The transactionsentered into are audited and a statement giving details of all related party transactionsis placed before the Audit Committee and the Board of Directors for their approval. Thestatement is supported by a Certificate from theDirector and the CFO. The Company hasdeveloped a Related Party Transactions Operating Procedures for purpose of identificationand monitoring of such transactions. The policy on Related Party Transactions as approvedby the Board is uploaded on theCompany’swebsite(Link:http://www.gajrabevel.com/public_html/Docs/Policy%20for%20Related%20Party%20transations.pdf/). However the disclosure as required under section134(3)(h) of the Companies Act 2013 and the Rule 8(2) of the Companies (Accounts) Rules2014 is not applicable hence the particulars in the Form AOC-2 may be considered as Nil.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

18. AUDITORS THEIR COMMENTS AND MANAGEMENT REPRESENTATION:

18.1 Statutory Auditors Appointment:

The Company’s Auditors M/s O.T. Gandhi & Company Chartered Accountants whowere appointed for a term of three years at the 39thAnnual General Meeting ofthe Company held on 30th Sept 2014for a term of three years upto conclusion ofthe 42nd Annual General

Meeting to be held in the year 2017 and are eligible for ratification of theirappointment in the forthcoming annual general meeting. They have confirmed theireligibility under Section 141(3)(g) of the Companies Act 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company. Further the report ofthe Statutory Auditors along with notes to the Schedules is enclosed to this report. Theobservations made in the Auditors’ Report are self-explanatory and therefore do notcall for any further comments. The Auditors are having peer reviewed by the Institute ofChartered Accounts and the Board has ensured that they are having valid peer reviewcertificate.

18.2 Cost Auditors:

Pursuant to the Orders of the Central Government under the provisions of section 148and 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 Auditorsfor the year 2015-16. As per opinion provided that being there is no manufacturingactivities in the Company the Company is not required to maintain the cost accountingrecords hence no cost records has been maintained by the management.

18.3 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 hasappointed CS Naveen Kumar Jain Company Secretaries to undertake the Secretarial Audit ofthe Company. The Report of the Secretarial Audit Report in Form MR-3is annexedherewith as "Annexure 1".

The observations made by the Secretarial Auditors and the management representationthereon are as under:

1. For 1781200 shares and 253000 shares allotted previously under the preferentialissue on restructuring of debts liabilities and to the promoters for which listingapplication is being made. *As per BSE Records the Number of Listed shares are 7995400.

Management Comment/Explanations: The Company is regularly making efforts with theBSE authorities and application to BSE for listing of the aforesaid securities allotted byway of preferential issue and reconciliation of the issued subscribed and paid up capitaland listed capital is in process.

2. Secured loans from Life Insurance Corporation of India (charge-id 90202147) whichwere repaid/set off by modification etc. long back but still appearing on the portal ofthe MCA under the Index of Charges for which corrective measures needs to taken fordeletion of such charges

Management Comment/Explanations: The Company is making efforts to search the Form17 filed by the Company and removal of the Charge ID from the MCA.

18.4. Disclosure for frauds against the Company:

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno fraud committed against the Company and any person which are reportable under section141(12) by the Auditors to the Central Government as well as non reportable frauds duringthe year 2015-16.

19. 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 achievinghigh levels of operating performance and cost competitiveness consolidating and buildingfor growth enhancing the productive asset and resource base and nurturing overallcorporate reputation. Your Company is also committed to creating value for its otherstakeholders by ensuring that its corporate actions positively impact the socio-economicand environmental dimensions and contribute to sustainable growth and development.

20. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "Annexure4".

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

A. Financial Arrangement:

The company is facing severe financial crunch in view of the heavy financial lossessuffered by the Company in previous years it is facing liquidity crunch and the workingof the company has been badly affected and the manufacturing operations were closed downdue to non availability of the adequate working capital moreover seizure of the plant bythe PF and other authorities is continuing. The Company is a sick industrial company underthe provisions of SICA. The BIFR vide hearing held on 6th Jan. 2010 hasappointed IDBI as the Operating Agency to work out a rehabilitation scheme for the Companyfor its revival. Your Company has obtained unsecured loans of Rs. 2813.90 Lakhs from theassociate companies of the promoters and from these funds it has settled the secured loanliabilities of the State Bank of India IDBI etc. Your directors place on record theirsincere thanks to the new lenders for their confidence in the management of the company.With the help of the Operating Agency and under the directions of the BIFR as may beissued the management of the company is hopeful for its revival.

B. Industry Structure and developments:

Your company was having status as a major player in heavy/medium/light commercialvehicle segment tractor segment and utility vehicle segment. Since it has closed downthe production activities its most of the existing marketing network has been totallydisturbed and it has to take effective steps to further establish its products in themarket 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 industry. As theCompany’s plants is closed down due to non availability of working capital seizureof the same by the various authorities and presently the Company is having target to comeout with the situation with the help of the BIFR and operating agency IDBI. In the presentscenario it is very difficult as well as risky for the management of the company tore-establish and compete with the existing players in the market. Moreover in thechanging design and technology in the automobile sectors the company may needs tomodernize its plant with the huge investment.

Further that apart from the normal risk demand-supply conditions raw material priceschanges in government regulations tax regimes and economic developments within thecountry and globally may have direct or indirect impact on the operations of the Company.

22. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 forthe year ended 31st March 2016 is annexed herewith as "Annexure2".

23. CORPORATE GOVERNANCE:

In terms of the Regulation 15 of the SEBI (LODR) Regulations 2015 the compliance ofthe Regulation 17 to 27 and 46(2)(b) to (i) and Para C D and E of Schedule V are notapplicable to the Company. However your Company firmly believes and adopts the higheststandard of practice under Corporate Governance. However the Company follows some of therequirement due to applicability under the Companies Act 2013.

24. PARTICULARS OF REMUNERATION OF EMPLOYEES:

During the year none of the employees received remuneration in excess of Rs. 102.00Lakhs or more per annum or Rs. 8.50 Lakhs p.m. for part of the year. Therefore there is noinformation to disclose in terms of the provisions of the Companies Act 2013. During theyear under review the Company is having only 2 employees on the Roll and the Particularsof such employee in respect of the remuneration drawn during the year 2015-16 are asunder:

S . N O Name of Employee designati on of the employee

Remune ration received

nature of employ yment whether contractual or otherwise

Qualif y cations and experie nce of the employ ee

date of commen cement of emplo yment

the age of such emplo yee

the last employme nt held by such employee before joining the company

wheth er any such emplo yee is a relativ e of any direct or or manag er of the compa ny and if so name of such direct or or manag er Remarks
1 CS Shivani Khandelwal Company Secretary (CS) 300000/- Employment B.Com CS 01.03.2014 24 - No NA
2 Mr. Atul Rangnekar Chief Financial Officer (CFO) 240000/- Employment B.com 01.04.2014 45 - No Previously working as account officer

25. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/behaviors of any form and the Board has laid down thedirectives to counter such acts.

The code laid down by the Board is known as "code of business conduct" whichforms 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 businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders. The Code gives guidancethrough examples on the expected behavior from an employee in a given situation and thereporting structure.

26. CSR ACTIVITIES:

The Company do not fall under any of the criteria prescribed under section 135 of theCompanies Act 2013 therefore the requirements relating to the Corporate SocialResponsibility are not applicable during the year 2015-16.

27. PREVENTION OF INSIDER TRADING:

In view of the SEBI (Prohibition of Insider Trading) Regulation 1992/2015 the Companyhas adopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires Trading Plan pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.

28. ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance andcooperation received from the BIFR and IDBI Operating Agency appointed by the BIFR andMembers of the Company for their confidence and support to the management of the companyin the adverse financial conditions and hope that with their continuing and activesupport the Company may revive and shall be able to perform well in coming years.

For and on behalf of the Board
Place: Indore SURENDRA SINGH
Date :13.08.2016 Chairman
DIN:01260862

Annexure ‘1’

Form MR-3

SECRETARIAL AUDIT REPORT For the financial year ended 31 March 2016

[ Pursuant to Section 204(1) of Companies Act 2013 and rule 9 of the companies(Appointment and Remuneration of Managerial personnel) Rules 2014))

To

The Members

GAJRA BEVEL GEARS LTD INDUSTRIAL AREA A.B.ROAD DEWAS MP 455001

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by GAJRA BEVEL GEARS LTD(CIN:-L34300MP1974PLC001598)

(here in after called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing my opinion thereon. Based on my verification of the Company'sbooks papers minute books forms and returns filed and other records maintained by theCompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit I hereby report thatin my opinion the Company has during the audit period covering the financial year endedon March 31 2016 complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subjectto the reporting made hereinafter : I have examined thebooks papers minute books forms and returns filed and other records maintained by theCompany for the financial year ended on March 31 2016 according to the provisionsof :

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and therules made thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. (Notapplicable to the Company during the Audit Period);

v. (i) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act) :

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 1992 and 2015 as may be applicable; (c) The SEBI(Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding theCompanies Act and dealing with client;

(ii)Provisions of the following Regulations-and Guidelines prescribed under thesecurities and Exchange Board of India ('SEBI Act') were not applicable to the Companyunder the financial year under report:-

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (b) The Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999; (c)The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (d) The Securities and Exchange Board of India (Delisting of EquityShares) Regulations 2009 (e) The Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998 We have relied on the representation made by the company andits officers for systems and mechanism formed by the Company for compliances under otherapplicable Act Laws and Regulations to the Company. The list of major head/groups of ActsLaws and Regulations as applicable to the Company is given in Annexure 1 FurtherCompany is having business of manufacturing of gears & other Automobile devicetherefore as such no specific law is applicable to the Company and its present status isSick declared by BIFR

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India underthe provision of Companies Act 2013 (w.e.f 1st July 2015)

(ii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015entered into by the Company with BSE Ltd.

During the period under review the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

1. For 1781200 shares and 253000 shares allotted previously under thepreferential issue on restructuring of debts liabilities and to the promoters for whichlisting application is being made. *As per BSE Records the Number of Listed shares are 7995400.

2. Secured loans from Life Insurance Corporation of India (charge-id 90202147) whichwere repaid/set off by modification etc. long back but still appearing on the portal ofthe MCA under the Index of Charges for which corrective measures has not been taken fordeletion of such charges

We further Report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings and agenda were sent at least seven days inadvance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting. All decisions at Board Meetings and Committee Meetings are carried outunanimously as recorded in the minutes of the meetings of the Board of Directors orCommittee of the Board as the case may be. We further report that there areadequate systems and processes in the Company commensurate with the size and operations ofthe company to monitor and ensure compliance with applicable laws rules regulations andguidelines. We further report that the compliance by the Company for the applicableFinancial Laws like Direct Taxes Indirect Taxes and the compliance of the AccountingStandards quarterly financial results under Clause 41 of the Listing Agreement andRegulation 53 of the SEBI (LODR) Regulations 2015 the annual financial statements CostRecords has not been reviewed in this audit report since the same have been subject tothe statutory financial audit/cost audit by other designated professionals. This report isto be read with our letter of even date which is annexed as Annexure II and formsan integral part of this report. We Further Report that during the Audit period of thecompany there was no specific Event/active having a major bearing on the company affairsin pursuant of the above refereed law rules regulations guidelines standard etcreferred to above

For NAVEEN JAIN & COMPANY

COMPANY SECRETARIES

NAVEEN KUMAR JAIN PROPRIETOR

ACS 33251

CP 12350

Place: Indore

Date: 30.05.2016

Annexure-I to the Secretarial Audit Report

List of other applicable law to the company under the major group and head :

1. Factories Act 1960;

2. Industries (Development & Regulation) Act 1951

3. Labour law and other incidental law related to labour and employee Appointed by thecompany either on its payroll or on contractual basic as related to the wages gratuityprovident fund ESCI compensation etc

4. Act prescribed under the prevention and control under the pollution

5. Act prescribed under environment protection:

6. Act prescribed under Environment Protection

7. Act prescribed under Direct & indirect Tax

8. Labour Welfare Act of the Respective states

9. Local act as applicable to the Registered office and plant

Annexure-II to the Secretarial Audit Report To The Members

GAJRA BEVEL GEARS LTD INDUSTRIAL AREA A.B.ROAD DEWAS MP 455001 IN

Our report of even date is to be read along with the letter

1 . Maintenance of secretarial record is the responsibility of the management ofthe company. Our responsibility to express an option on these secretarial records based onthe Audit

2 . We have followed the Audit practices and process as where appropriate to obtainreasonable assurance about the correctness of the contents of secretarial record. Webelieve that the process and Practice we followed provide a reasonable basic for ouroption

3 . We have not verified the correctness and appropriateness of financial recordsand Books of Accounts of the company.

4 . Where required we have obtained the management representation about thecompliance of law rules and regulation and happing of event etc

5 . The compliance of the provision of the corporate and other applicable provisionlaw rules and regulation standard is the responsibility of the Management. Ourverification is limited to the verification on test basic

6. The Secretarial Audit report is neither an assurance as to the future viabilityof the company or not of the efficiency or effectiveness with which the management haveconducted the affairs of the company

For NAVEEN JAIN & COMPANY COMPANY SECRETARIES

NAVEEN KUMAR JAIN PROPRIETOR

ACS 33251

CP 12350

Place: Indore

Date: 30.05.2016

Annexure "3"

Company’s policy on Directors’ appointment and remuneration

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178.

REMUNERATION CRITERIA FOR NON-EXECUTIVE DIRECTORS:

1. As per Company’s policy the Company doesn’t pay any commission orremuneration to its non executive directors & executive directors.

2. The Company do not pay sitting fee for attending each meeting of the Board ofdirectors including committee meetings thereof.

3. The Company reimburses the actual travelling and lodging expenses to the NonExecutive Directors for attending the Board Committee and members meetings from time totime.

4. The Company do not provides any ESOP etc to its directors.

REMUNERATION CRITERIA FOR THE EXECUTIVE DIRECTORS AND KMP:

1. The Remuneration of the executive directors including the Chairman and ManagingDirector is determined and approved by the Nomination and Remuneration Committee of theBoard consisting of the independent directors.

2. The Executive directors being appointed for a period of 3/5 years at a time.

3. The Company is not paying any sitting fee as well as do not provide any ESOP etc toits executive directors.

4. The Company is paying remuneration to its CS and CFO as per the terms of theappointment approved by the Remuneration Committee and they are also entitled for theannual increments based on their performance evaluated by the Remuneration

5. Committee and Board on annual basis.

Annexure "4"

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The CompaniesAccounts) Rules 2014]

Conservation of energy :
Particulars
(i) the steps taken or impact on conservation of energy; All efforts are made to conserve and optimize use of energy with continuous monitoring improvement in maintenance and distribution systems and through improved operational techniques.
(ii) the steps taken by the company for utilizing alternate sources of energy; NA
(iii) the capital investment on energy conservation equipments NIL
Technology absorption:
(i) the efforts made towards technology absorption Nil because there were no manufacturing activities held during the year in the Company
(ii) the benefits derived like product improvement cost reduction product development or import substitution N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year NIL
(a) the details of technology imported NA
(b) the year of import NA
(c) whether the technology been fully absorbed NA
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NA
(iv) the expenditure incurred on Research and Development NIL NIL

 

Foreign exchange earnings and Outgo: 2015-16 2014-15
(i) The Foreign Exchange earned in terms of actual inflows during the year; NIL NIL
(ii) and the Foreign Exchange outgo during the year in terms of actual outflows. NIL NIL

 

For and on behalf of the Board
Place: Indore Surendra Singh
Date: 13.08.2016 Chairman
DIN :01260862

Annexure 5"

VIGIL MECHANISM / WHISTLE BLOWER POLICY GAJRA BEVEL GEARS LIMITED

1. PREFACE

1.1. Section 177 of the Companies Act 2013 requires every listed company and suchclass or classes of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.The Company has adopted a Code of

Conduct for Directors and Senior Management Executives ("the Code") whichlays down the principles and standards that should govern the actions of the Company andits employees. Any actual or potential violation of the Code howsoever insignificant orperceived as such would be a matter of serious concern for the Company. Such a vigilmechanism shall provide for adequate safeguards against victimization of persons who usesuch mechanism and also make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. 1.2. As per Listing Agreement/SEBI(LODR)Regulations 2015 between listed companies and the Stock Exchanges inter aliaprovides for a non-mandatory requirement for all listed companies to establish a mechanismcalled ‘Whistle Blower Policy’ foremployees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of thecompany’s Code of Conduct .

1.3. Under these circumstancesGajra Bevel Gears Limited being a Listed Companyproposes to establish a Whistle Blower Policy/ Vigil Mechanism and to formulate a policyfor the same.

2. POLICY OBJECTIVES

2.1. The Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. 2.2. This neitherreleases employees from their duty of confidentiality in the course of their work nor canit be used as a route for raising malicious or unfounded allegations against people inauthority and / or colleagues in general.

3.SCOPE OF THE POLICY

3.1. This Policy covers malpractices and events which have taken place / suspected tohave taken place misuse or abuse of authority fraud or suspected fraud violation ofcompany rules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.

DEFINITIONS

4.1. Alleged wrongful conduct shall mean violation of law Infringement ofCompany’s ules misappropriation of monies actual or suspected fraud substantialand specific danger to public health and safety or abuse of authority".

4.2. Audit Committee means a Committee constituted by the Board of Directors ofthe Company in accordance guidelines of Listing Agreement and Companies Act 2013.

4.3. Board means the Board of Directors of the Company.

4.4. Company means the Gajra Bevel Gears Limited and all its offices.

4.5. Code means Code of Conduct for Directors and Senior Management Executivesadopted by Gajra Bevel Gears Limited.

4.6. Employee means all the present employees and whole time Directors of theCompany.

4.7. Protected Disclosure means a concern raised by an employee or group ofemployees of the Company through a written communication and made in good faith whichdiscloses or demonstrates information about an unethical or improper activity under thetitle "SCOPE OF THE POLICY" with respect to the Company. It should be factualand not speculative or in the nature of an interpretation / conclusion and should containas much specific information as possible to allow for proper assessment of the nature andextent of the concern.

4.8. Subject means a person or group of persons against or in relation to whom aProtected Disclosure is made or evidence gathered during the course of an investigation.

4.9. Vigilance and Ethics Officer means an officer appointed to receiveprotected disclosures from whistle blowers maintaining records thereof placing the samebefore the Audit Committee for its disposal and informing the Whistle Blower the resultthereof.

4.10. Whistle Blower is an employee or group of employees who make a ProtectedDisclosure under this Policy and also referred in this policy as complainant.

5. ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under thePolicy in relation to matters concerning the Company.

6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

6.1. All Protected Disclosures should be reported in writing by the complainant as soonas possible after the Whistle Blower becomes aware of the same so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English and Hindi. 6.2. The Protected Disclosure should be submitted in aclosed and secured envelope and should be super scribed as "Protected disclosureunder the Whistle Blower policy". Alternatively the same can also be sent throughemail with the subject "Protected disclosure under the Whistle Blower policy".If the complaint is not super scribed and closed as mentioned above it will not bepossible for the Audit Committee to protect the complainant and the protected disclosurewill be dealt with as if a normal disclosure. In order to protect identity of thecomplainant the Vigilance and Ethics Officer will not issue any acknowledgement to thecomplainants and they are advised neither to write their name / address on the envelopenor enter into any further correspondence with the Vigilance and Ethics Officer. TheVigilance Officer shall assure that in case any further clarification is required he willget in touch with the complainant. 6.3. The Protected Disclosure should be forwarded undera covering letter signed by the complainant. The Vigilance Officer and ethics / Chairmanof the Audit Committee/ MD/ Chairman as the case may be shall detach the covering letterbearing the identity of the Whistle Blower and process only the Protected Disclosure. 6.4.All Protected Disclosures should be addressed to the Vigilance and ethics Officer of theCompany or to the Chairman of the Audit Committee/ MD/ Chairman in exceptional cases. Thecontact details of the Vigilance Officer is as under:- Name and Address CS.ShivaniKhandelwal Gajra Bevel Gears Limited Industrial Area A.B. RoadIndore Emailssg@gajrabevel.com 6.5. Protected Disclosure against the Vigilance and Ethics Officershould be addressed to the Chairman of the Company and the Protected Disclosure againstthe Chairman and Managing director of the Company should be addressed to the Chairman ofthe Audit Committee. The contact details of the Chairman & Director and the Chairmanof the Audit Committee are as under: Name and Address of Chairman and Director - ShriSurendra Singh Gajra Bevel Gears Limited. Garha House Kanadiya Road Indore (MP) Email :ssg@gajrabevel.com

Name and Address of theChairman of the Audit Committee:

Mr. Parmal Singh Raghuwanshi

147Tilak Nagar Dewas Road Indore (MP)

6.6. On receipt of the protected disclosure the Vigilance and Ethics Officer/Chairman& Managing Director / Chairman of the Audit Committee as the case may be shall makea record of the Protected Disclosure and also ascertain from the complainant whether hewas the person who made the protected disclosure or not. He shall also carry out initialinvestigation either himself or by involving any other Officer of the Company or anoutside agency before referring the matter to the Audit Committee of the Company forfurther appropriate investigation and needful action. The record will include: a) Brieffacts; b) Whether the same Protected Disclosure was raised previously by anyone and ifso the outcome thereof; c) Whether the same Protected Disclosure was raised previously onthe same subject; d) Details of actions taken by Vigilance and Ethics Officer / Chairman& Managing Director for processing the complaint e) Findings of the Audit Committee f)The recommendations of the Audit Committee/ other action(s). 6.7 The Audit Committee ifdeems fit may call for further information or particulars from the complainant.

7. INVESTIGATION

7.1. All protected disclosures under this policy will be recorded and thoroughlyinvestigated. The Audit Committee may investigate and may at its discretion considerinvolving any other Officer of the Company and/ or an outside agency for the purpose ofinvestigation. 7.2. The decision to conduct an investigation is by itself not anaccusation and is to be treated as a neutral fact finding process. 7.3. Subject(s) willnormally be informed in writing of the allegations at the outset of a formal investigationand have opportunities for providing their inputs during the investigation. 7.4.Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officersappointed by it in this regard. 7.5. Subject(s) have a right to consult with a person orpersons of their choice other than the Vigilance and Ethics Officer / Investigatorsand/or members of the Audit Committee and/or the Whistle Blower. 7.6. Subject(s) have aresponsibility not to interfere with the investigation. Evidence shall not be withhelddestroyed or tampered with and witness shall not be influenced coached threatened orintimidated by the subject(s). 7.7. Unless there are compelling reasons not to do sosubject(s) will be given the opportunity to respond to material findings contained in theinvestigation report. No allegation of wrong doing against a subject(s) shall beconsidered as maintainable unless there is good evidence in support of the allegation.7.8. Subject(s) have a right to be informed of the outcome of the investigations. Ifallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company. 7.9. The investigation shall be completed normally within 90 days of thereceipt of the protected disclosure and is extendable by such period as the AuditCommittee deems fit.

8. DECISION AND REPORTING

8.1. If an investigation leads the Vigilance and Ethics Officer/Chairman of the AuditCommittee to conclude that an improper or unethical act has been committed the Vigilanceand Ethics Officer / Chairman of the Audit Committee shall recommend to the management ofthe Company to take such disciplinary or corrective action as he may deem fit. It isclarified that any disciplinary or corrective action initiated against the Subject as aresult of the findings of an investigation pursuant to this Policy shall adhere to theapplicable personnel or staff conduct and disciplinary procedures. 8.2. The Vigilance andEthics Officer shall submit a report to the Chairman of the Audit Committee on a regularbasis about all Protected Disclosures referred to him/her since the last report togetherwith the results of investigations if any. 8.3. In case the Subject is the Chairman &Managing Director of the Company the Chairman of the Audit Committee after examining theProtected Disclosure shall forward the protected disclosure to other members of the AuditCommittee if deemed fit. The Audit Committee shall appropriately and expeditiouslyinvestigate the Protected Disclosure. 8.4. If the report of investigation is not to thesatisfaction of the complainant the complainant has the right to report the event to theappropriate legal or investigating agency. 8.5. A complainant who makes false allegationsof unethical & improper practices or about alleged wrongful conduct of the subject tothe Vigilance and Ethics Officer or the Audit Committee shall be subject to appropriatedisciplinary action in accordance with the rules procedures and policies of the Company.

9.SECRECY / CONFIDENTIALITY

9.1. The complainant Vigilance and Ethics Officer Members of Audit Committee theSubject and everybody involved in the process shall: 9.1.1. Maintain confidentiality ofall matters under this Policy 9.1.2. Discuss only to the extent or with those persons asrequired under this policy for completing the process of investigations. 9.1.3. Not keepthe papers unattended anywhere at any time 9.1.4. Keep the electronic mails / files underpassword.

10. PROTECTION

10.1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ herhaving reported a Protected Disclosure under this policy. The company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blowers. Complete protection willtherefore be given to Whistle Blowers against any unfair practice like retaliationthreat or intimidation of termination/suspension of service disciplinary actiontransfer demotion refusal of promotion or the like including any direct or indirect useof authority to obstruct the Whistle Blower’s right to continue to perform hisduties/ functions including making further Protected Disclosure. The company will takesteps to minimize difficulties which the Whistle Blower may experience as a result ofmaking the Protected Disclosure. Thus if the Whistle Blower is required to give evidencein criminal or disciplinary proceedings the Company will arrange for the Whistle Blowerto receive advice about the procedure etc.

10.2. A Whistle Blower may report any violation of the above clause to the Chairman ofthe Audit Committee who shall investigate into the same and recommend suitable action tothe management. 10.3. The identity of the Whistle Blower shall be kept confidential to theextent possible and permitted under law. The identity of the complainant will not berevealed unless he himself has made either his details public or disclosed his identity toany other office or authority. In the event of the identity of the complainant beingdisclosed the Audit Committee is authorized to initiate appropriate action as per extantregulations against the person or agency making suchdisclosure. The identity of theWhistle Blower if known shall remain confidential to those persons directly involved inapplying this policy unless the issue requires investigation by law enforcement agenciesin which case members of the organization are subject to subpoena. 10.4. Any otherEmployee assisting in the said investigation shall also be protected to the same extent asthe Whistle Blower. 10.5. Provided however that the complainant before making a complainthas reasonable belief that an issue exists and he has acted in good faith. Any complaintnot made in good faith as assessed as such by the Audit Committee shall be viewedseriously and the complainant shall be subject to disciplinary action as per the Rules /certified standing orders of the Company. This policy does not protect an employee from anadverse action taken independent of his disclosure of unethical and improper practice etc.unrelated to a disclosure made pursuant to this policy.

11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

11.1. The Whistle Blower shall have right to access Chairman of the Audit Committeedirectly in exceptional cases and the Chairman of the Audit Committee is authorized toprescribe suitable directions in this regard.

12. COMMUNICATION

12.1. A whistle Blower policy cannot be effective unless it is properly communicated toemployees. Employees shall be informed through by publishing in notice board and thewebsite of the company .

13. RETENTION OF DOCUMENTS

13.1. All Protected disclosures in writing or documented along with the results ofInvestigation relating thereto shall be retained by the Company for a period of 7 (seven)years or such other period as specified by any other law in force whichever is more.

14.ADMINISTRATION AND REVIEW OF THE POLICY

14.1. The Chairman & Managing Director shall be responsible for the administrationinterpretation application and review of this policy. The Chief Executive Officer alsoshall be empowered to bring about necessary changes to this Policy if required at anystage with the concurrence of the Audit Committee.

15. AMENDMENT

15.1. The Company reserves its right to amend or modify this Policy in whole or inpart at any time without assigning any reason whatsoever. However no such amendment ormodification will be binding on the Employees and Directors unless the same is notified tothem in writing.