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Galaxy Bearings Ltd.

BSE: 526073 Sector: Engineering
NSE: N.A. ISIN Code: INE020S01012
BSE LIVE 15:29 | 10 Nov 26.35 1.25
(4.98%)
OPEN

26.35

HIGH

26.35

LOW

26.35

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 26.35
PREVIOUS CLOSE 25.10
VOLUME 100
52-Week high 26.35
52-Week low 7.93
P/E 3.34
Mkt Cap.(Rs cr) 8
Buy Price 26.35
Buy Qty 35800.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.35
CLOSE 25.10
VOLUME 100
52-Week high 26.35
52-Week low 7.93
P/E 3.34
Mkt Cap.(Rs cr) 8
Buy Price 26.35
Buy Qty 35800.00
Sell Price 0.00
Sell Qty 0.00

Galaxy Bearings Ltd. (GALAXYBEARINGS) - Director Report

Company director report

GALAXY BEARINGS LIMITED ANNUAL REPORT 2009-2010 DIRECTOR'S REPORT Dear Members, Your Directors have pleasure in presenting this Twentieth Annual Report together with the audited accounts of the Company for the year ended 31st March, 2010. 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 Operations 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. Deposits 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) Rules, 1975. 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. Directors 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. Responsibility Statement 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. Listings 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. Auditors 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 self explanatory. Corporate Governance 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 this Report. Acknowledgements 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 Place: Ahmedabad 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 A (Form for Disclosure of Particulars with respect to Conservation of Energy) A. Power & Fuel Consumption 31.03.2010 31.03.2009 Electricity (Purchased) 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 B (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 : - absorbed? (d) If not fully absorbed, areas : - where this has not taken place, reasons there for and future plans of action. III. Foreign Exchange Earnings and Outgo: Earnings on account of Export : Rs. 4,99,82,923/- Outgo: Traveling : Rs. 3,63,248/- Foreign Bank Charges : Rs. 64,907/- For and on behalf of the Board For GALAXY BEARINGS LTD V.H Kansagara Chairman & Mg Director Place: Ahmedabad Date : 23.08.2010 MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview 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, Industry Structure 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. Prospects 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 grow. 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. Human Resources The relations between the employees and the Management have remained cordial. Cautionary Statement 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. COMPLIANCE CERTIFICATE The Members GALAXY BEARINGS LTD L29120GJ1990PLC014385 Ahmedabad 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 'C'. 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 year. 27. The Company has not altered the Objects Clause of the Memorandum during the year. 28. The Company has not altered name Clause of the Memorandum during the year. 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 year. 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 Company Secretary CP No. 2168 Place: Ahmedabad Date : 23.08.2010 ANNEXURE 'A' 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 ANNEXURE 'B' 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' March, 2010 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/'-) ANNEXURE 'C 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 Personnel Management Personnel 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) 3. Income Sales Nil Nil 25616218 25616218 (Nil) (Nil) (Nil) (Nil) 4. Expenses 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)