GALAXY BEARINGS LIMITED
ANNUAL REPORT 2009-2010
Your Directors have pleasure in presenting this Twentieth Annual Report
together with the audited accounts of the Company for the year ended 31st
Financial Results 31.03.2010 31.03.2009
Sales (Net) 248057095 201878324
Profit before Interest &
Depreciation 22267892 18616770
Interest 8435831 9456311
Depreciation 4720970 5833509
Profit before Taxation 9111091 3326950
Prior period Expenses 95014 0
Short/Excess Provision 6860 137504
Provision for Taxation 3760000 350000
Provision for FBT 0 210000
Deferred Tax 261229 (633420)
Profit for the Year 4987988 3262866
Your Directors have to report that the Company's performance was
satisfactory during the year under review. The Company has secured sales at
Rs.24,80,57,095/- i.e. increase of about 23% over the previous year's
sales. The Company has executed export orders worth Rs.4.99 Crores as
against orders worth Rs. 6.44 Crores for the previous year. There has been
persistent inflation with heavy fluctuations in the foreign exchange rates,
resulting into loss of Rs.81.82 lacs. This being unsual item, the Company
decided to write off 1/3rd amount of such loss to the profit and loss
account and the balance transferred to 'Foreign Currency Monetary Item
Transaction Difference Account' in loans and advances'. The Company has
received export incentiyes of Rs.29.13 Lacs. The Company has earned profit
of Rs.49,87,988/- as against Rs.32,62,866/- (after taxes) earned during the
previous year. Your Directors expect better results in the years to come.
The amount borrowed by the Company is exempted and is not a deposit within
the meaning of fRule 2 (b) (xi) of the Companies (Acceptance of Deposits)
Particulars of Employees
There were no employees covered under Section 217 (2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975
and hence particulars are not given.
Shri Navinchandra M Patel and Shri Bharatkumar K Ghodasara are due to
retire at the ensuing Annual General Meeting and eligible offered
themselves for re-appointments. The Directors recommend the appointments.
The Directors ponfirm
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departures
have been made from the same.
b) That they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company
for the year ended on 31st March, 2010.
c) That to the best of their knowledge and information, 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
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
d) That they have prepared the annual accounts on a going concern basis.
The shares are continued to be enlisted with the BSE, i.e. The Bombay Stock
Exchange Ltd, Mumbai. The Company has paid annual listing fees to the BSE.
M/s J.T Shah & Company, Chartered Accountants, retire as Auditors of the
Company at the ensuing Annual General Meeting, but being eligible, offer
themselves for their re-appointment.
The other observations of the Auditors read with Notes to the Accounts are
As required under the amended provisions of Clause 49 of the Listing
Agreements, the Company has already implemented the code of corporate
governance for the year under review. The CFO/CEO has reported necessary
compliances. A separate report on corporate governance as well as
Management . Discussion and Analysis Report of the Company form part of
this Annual Report.
Conservation of Energy, Technology Absorption etc.
The Company is conscious about conservation of energy and taken steps for
optimum usage. Information pursuant to Section 217 (1) (e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 and the details of foreign exchange
earnings and outgo are also given by way of an Annexure forming part of
Your Directors place on record of its appreciation of the co-operation and
assistance received from Bankers of the Company. Your Directors wish to
thank valued customers and suppliers of the Company for their co-operation.
Your Directors also appreciate the services rendered by staff members with
their sincere and dedicated services provided to the Company.
For and on behalf of the Board
For GALAXY BEARINGS LTD
V H Kansagara
Chairman & Mg Director
Date : 23-08-2010
ANNEXURE TO THE DIRECTORS' REPORT
Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, and forming part of Director's Report:
I. CONSERVATION OF ENERGY
The Company is conscious to save energy and has adopted various measures
including improvement in manufacturing process, for competitive products.
The Company has not made any additional investment. The other information
is given as per Form A.
(Form for Disclosure of Particulars with respect to Conservation of Energy)
A. Power & Fuel Consumption
Units consumed 466940 469820
Total Amount 2932913 2875564
Rate/Unit Rs 6.28 6.12
B. Consumption per Unit of Production:
Ayg. electricity consumption per Bearing Rs 2.47 2.65
(Form for disclosure of particulars with respect to absorption)
Research and development (R & D)
1. Specific areas in which R&D The Company has no separate R&D
carried out by the Company. Department and Developmental activities
2. Benefits derived as a result are carried out with the Company's own
of the above R&D. team of experts Hence, expenses incurred
3. Future plan of action are not separately worked out.
4. Expenditure oh R & D:
Technology absorption, adaptation and innovation
1. Efforts,in brief, made : The technology is indigenous and the
towards technology absorption, Company has fully absorbed.
adaptation and innovation.
2. Benefits derived as a result : N.A.
of the above efforts.
3. In case of imported technology : N.A.
(imported during last 5 yrs
reckoned from the beginning of
the financial year), following
information may be furnished:
(a) Technology imported. : -
b) Year of import : -
(c) Has Technology been fully : -
(d) If not fully absorbed, areas : -
where this has not taken place,
reasons there for and future
plans of action.
III. Foreign Exchange Earnings
Earnings on account of Export : Rs. 4,99,82,923/-
Traveling : Rs. 3,63,248/-
Foreign Bank Charges : Rs. 64,907/-
For and on behalf of the Board
For GALAXY BEARINGS LTD
Chairman & Mg Director
Date : 23.08.2010
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Corporate Governance refers to the blend of laws, regulations and voluntary
practices. The Company believes best management practices with ethical and
transparent policy. Strong corporate governance is indispensable for
safeguarding interests of all stakeholders,
Bearing is the backbone of the automotive and other sectors and largely
used by the OEM and replacement markets. The industry showed recovery from
the global downturn trend and registered a positive growth. Indian economy
witnessed overall growth. However, the product has to be competitive and
qualitative to get good market opportunities and profit margins.
With the frequent changes in bank rates and introduction of base rates by
the Reserve Bank of India coupled with other measures taken by the
Government of India for revival of the economy, the Industrial Sector
showed sign of recovery and growth. The performance of the automobile
sector improved manifold. The demand for bearings and other products will
also increase. The prospects of the Indian bearing industry are bright. The
Company has been quality conscious.
Opportunities, Threats, Risks and concerns
Bearings are used virtually in every machine or product which rotates or
moves. The Company has a fair name in the Indian bearing industry and has
strategic plans for marketing keeping in view the industry demand in
domestic and international market. With the working capital facilities
availed from bankers, the Company is set to achieve the higher production
to meet with the industry demand. New bearings are also used for
replacement of old, worn out bearings and this is a ongoing process.
Liberalization in industrial policy, Duty structure, export market, entry
of multinationals and increasing demand for industrial products influence
demand for bearings. The global economy has showed sign of recovery from
overall slowdown. There have been heavy fluctuations in the foreign
exchange rates. The Company's product has been qualitative and competitive.
The Company has strengthened its marketing strategy. Further, the Company
believes satisfaction of the customers and maintaining long term
relationship with them, which will ultimately provide better opportunity to
Internal Control Systems
The Company has adequate internal control systems in respect of efficiency
of operation, financial reporting, compliance with laws etc. Exercises for
safeguarding assets and protection against unauthorized use are undertaken.
The Management reviews internal control system from time to time.
Review of Financial Performance
The financial performance during the year ended 31st March, 2010, has been
satisfactory looking into the present industry trend and scenario. The
Company expects better performance in the years to come, in view of the
increasing demand of the Company's products and action taken to expedite
expansion on hand.
The relations between the employees and the Management have remained
Statements in this report on Management's Discussion and Analysis
describing the Company's objectives, projections, estimates, exceptions or
predictions may be forward looking statements within the meaning of
applicable security laws or regulations. These statements are based on
certain assumptions and exceptions of future events. Actual results could
however differ materially from those expressed or implied. The Company
assumes no responsibility in respect of forward looking statements herein
which may undergo changes in future on the basis of subsequent
developments, information or events.
GALAXY BEARINGS LTD L29120GJ1990PLC014385
I have examined the registers, records, books and papers of GALAXY BEARINGS
LTD (hereinafter referred to as the 'Company') as required to be maintained
under the Companies Act, 1956. (the Act) and the Rules made thereunder and
also the provisions contained in the Memorandum and Articles of Association
of the Company for the financial year ended on 31st March, 2010 (the year).
In my opinion and to the best of my information and according to the
examinations carried out by me and explanations furnished to me by the
Company, its officers and agents and subject to the observations made by
the Auditors of the Company in their Report of even date, I certify that in
respect of the aforesaid year:
1. The Company has kept and maintained all registers as per Annexure 'A'.
2. The Company has filed all the forms and returns as stated in Annexure
'B', with the Registrar of Companies, Gujarat.
3. The Company being a public limited Company, comments are not given as to
the minimum prescribed paid up capital and its maximum number of members
during the year.
4. The Board of Directors met 7 times on 30.4.2009, 23.5.2009, 18.6.2009,
31.7.2009, 25.8.2009, 30.10.2009 and 31.1.2010; and the proceedings were
recorded in the Minutes Book maintained for the purpose.
5. The Company has closed its Register of Members from 22nd September, 2009
to 25th September, 2009, in compliance of Section 154 of the Act.
6. The annual general meeting for the financial year ended on 31.3.2009 was
held on 25.9.2009 and the resolutions passed thereat were recorded in the
Books maintained for the purpose.
7. No extra ordinary general meeting was held during the year.
8. As informed to me, the Company has not advanced loans to its Directors
and other persons referred to under Section 295 of the Act, except advances
given in earlier years as per Annexure 'C'.
9. As informed to me, there were no instances falling within the purview of
Section 297 of the Act, except transactions entered into as per Annexure
10. The Company has made entries in the register maintained under Section
301 of the Act.
11. The Company has not obtained approvals from the shareholders or Central
Government pursuant to Section 314 of the Act, during the year.
12. The Company has not approved issue of duplicate share certificates,
during the year.
13. The Company has delivered all certificates on lodgement thereof for
transfer or transmission and has not declared dividend for the year.
14. The Board of Directors of the Company comprises of 5 Directors. There
was no appointment of additional or alternate Directors during the year.
15. The Company has appointed Shri B.K Ghodasara, as Vice-Chairman and
Joint Managing Director w.e.f. 1st April, 2009 in compliance with the
provisions of Section 269 of the Act.
16. The Company has not appointed sole-selling agent during the year.
17. No approval of the Central Government, Company Law Board, Regional
Director or Registrar (ROC) was taken during the year,
18. The Directors have disclosed their interest in other firms/companies
during the year.
19. The Company has not issued shares or debentures during the year.
20. The Company has not bought back any shares during the year.
21. The Company has not redeemed preference shares.
22. The Company is not required to keep in abeyance rights to dividend,
rights shares and bonus shares during the year.
23. The Company has not invited deposits within the meaning of Section 58A
of the Act and the Rules made thereunder, except acceptance of unsecured
loans as per stipulation of the bank.
24. The amount borrowed by the Company, during the year, is within the
borrowing limits of the Company under Section 293(1)(d) of the Act.
25. The Company has not made any loans, advances or given guarantees or
provided securities to other bodies corporate during the year.
26. The Company has not altered or shifted its registered Office during the
27. The Company has not altered the Objects Clause of the Memorandum during
28. The Company has not altered name Clause of the Memorandum during the
29. The Company has not altered share capital Clause of the Memorandum
during the year.
30. The Company has not altered its Articles of Association during the
31. No prosecution was initiated against nor show cause notice received by
the Company and pending for alleged offences under the Act during the year.
32. No security amount was received from its employees during the year.
33. The Company has not set up its separate Provident Fund Scheme under
Section 418 of the Act during the year.
NARENDRA B. SHAH
CP No. 2168
Date : 23.08.2010
Registers maintained during the year:
1. Register of Members
2. Minutes Book of Board Meetings
3. Minutes Book of General Meetings
4. Minutes Book of Committee Meetings
5. Register of Contracts etc
6. Register of Directors
7. Register of Directors' shareholdings
8. Register of Charges
9. Register of Share Transfers etc
10. Register of Issue of Duplicate Share Certificates
Forms and Returns as stated to have been filed by the Company with the
Registrar of Companies, Gujarat during the financial year ending on 31s'
1. E Form 20B with Annual Return as on 25.9.2009 filed u/s 159 on 2.10.2009
(SRN P35205509 for Rs.500/-)
2. E Form 23AC, 23ACA with Annual Accounts for the year ending 31.3.2009
filed u/s 220 on 14.10.2009. (SRN P36052918 for Rs.500/-)
3. E Form 66 with compliance Certificate for the year ending 31.3.2009
filed u/s 383A on 8.10.2009. (SRN P35518109 for Rs.500/-)
4. E Form 23 filed u/s 192 on 14.4.2009 (SRN A59850099 for Rs.500/-)
5. E Form 25C filed u/s 269 on 14.4.2009 (SRN A59850842 for Rs.500/-)
6. E Form 32 filed u/s 303 on 2.10.2009 (SRN A70215124 for Rs.500/-)
7. E Form 23 filed u/s 192 on 2.10.2009 (SRN A70215090 for Rs.500/-)
8. E Form 8 filed u/s 125/135 on 28.8.2009 (SRN A68134741 for Rs.1000/-)
9. E Form 8 filed 125/135 on 25.8.2009 (SRN A67414862 for Rs.500/'-)
List of related parties with whom transactions have taken place during the
year and details of transactions is as follows.
Nature of Transaction Key Relative Associates Total Rs.
Management of Key
1. Unsecured Loan
Loan taken during
the year Nil 361364 10000000 10361364
(Nil) (300000) (Nil) (300000)
Loan repaid during
the year Nil 36136 (Nil) 36136
(Nil) (606343) (Nil) (606343)
Closing Balance Nil 3216138 10000000 13216138
(Nil) (2890810) (Nil) (2890910)
2. Advance given
Advance given during Nil Nil Nil Nil
the year (Nil) (Nil) (Nil) (Nil)
Advance settled Nil Nil Nil Nil
during the year (Nil) (Nil) (Nil) (Nil)
Closing Balance Nil Nil 922454 922454
(Nil) (Nil) (922454) (922454)
Sales Nil Nil 25616218 25616218
(Nil) (Nil) (Nil) (Nil)
Directors Remuneration 701363 Nil Nil 701363
(660536) (Nil) (Nil) (660536)
Payment made to a firm Nil Nil Nil Nil
for travelling (Nil) (Nil) (Nil) (Nil)
Interest Paid Nil 361364 111781 473145
(Nil) (328669) (Nil) (328669)