Your Directors have pleasure in presenting the 46th Annual Report of theCompany together with the audited accounts for the Financial Year ended March 312017.
1. Financial summary or highlights/Performance of the Company
| || ||(Rupees in lacs) |
|Particular ||2016-2017 ||2015-2016 |
| ||Rs. ||Rs. |
|Operating Profit ||830.89 ||645.92 |
|Less : Depreciation ||30.32 ||28.77 |
|Total Profit for the year after depreciation but before tax ||800.57 ||617.15 |
|Less : Provision for taxation ||272.00 ||207.00 |
|Less : Provision for deferred tax assets / liabilities ||(2.42) ||0.21 |
|Profit after tax ||530.99 ||409.94 |
|Balance of profit brought forward from previous year ||2327.46 ||1973.33 |
|Profit available for appropriation ||2858.45 ||2383.27 |
|Less : Proposed dividend ||0 ||12.25 |
|Less : Tax on proposed dividend ||0 ||2.49 |
|Less : T ransferred to general reserve ||0 ||41.07 |
|Less : Depreciation charged to Reserve & Surplus (P&L A/c) ||0 ||0 |
|Net profit carried forward to balance sheet ||2858.45 ||2327.46 |
The Board has not recommended any dividend for the Financial Year 2016-17.
For the financial year 2016-17 the Company proposes to carry Rs.344.95 lacs to thereserves which results in aggregate reserves and surplus of Rs. 3203.41 lacs.
4. Brief description of the Company's working during the year/State of Company'saffair.
Total turnover during the year is Rs.3370.63 Lac (Previous Year Rs. 2562.78 Lac)showing increase of 31.52% over the previous year. We have made a Profit afterdepreciation and interest of Rs. 800.57 Lac (Previous Year Profit of Rs. 617.15 Lac).Exports during the year were Rs. 3124.34 Lac as against Rs. 2435.42 Lac during theprevious year. During the current year our export sales are 92.69% of our total turnover.As in the past during the coming year more focus will be on exports with regular visitsto customers and tapping new customers at trade fairs and exhibition.
5. Change in the nature of business if any.
There is no change in the nature of business during the financial year 2016-17.
6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
During the year 2016-17 no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
8. In the matter of Amalgamation of Him Teknoforge Limited (Transferor Company) withthe Company i.e. Gujarat Automotive Gears Limited (Transferee Company) under section230-232 read with section 66 and other applicable provisions of the Companies Act 2013.
Hon'ble National Company Law Tribunal Chandigarh Bench ("NCLT") in thematter of Amalgamation of Him Teknoforge Limited (Transferor Company) with TransfereeCompany under section 230-232 read with section 66 and other applicable provisions of theCompanies Act 2013 vide its order dated 05.05.2017 directed the meeting of securedcreditors unsecured creditors and shareholders of the company as on 23.06.2017.
As directed by the NCLT the meeting of secured creditors unsecured creditors andshareholders of the company was held on 23.06.2017 at Chandigarh and the matter ofAmalgamation as stated above was passed with the requisite majority respectively.
Further update on the same matter shall be disseminated to the stakeholders as mayrequire through the website of Bombay Stock Exchange (BSE) and Company's own website i.e.www.gagl.net
9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for financial control. The Auditors' report onInternal Financial Control is attached herewith as Annexure B to the Auditors' Report.
10. Details of Subsidiary/Joint Ventures/Associate Companies.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
11. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement.
No details are given as your Company has no Subsidiary/Joint Ventures/AssociateCompanies during the year.
Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore the details relating to deposits covered underChapter V of the Act is not applicable.
M/s. Kanu Doshi Associates LLP Chartered Accountants bearing FRN: 104746W Auditorsof the Company retire at the 46th Annual General Meeting. The said auditor has completedmore than five years in the Company. Hence pursuant to the provisions of section 139 ofthe Companies Act 2013 the said auditors is not eligible for re-appointment as statutoryauditors of the Company.
The audit committee of the Company has considered the qualifications and experience ofM/s PRA Associates Chartered Accountants (Firm Registration No. 002355N) and M/s M LBhuwania and Co LLP Chartered Accountants (Firm Registration No. 101484W/W100197) andrecommended their appointment as Joint Auditors of the Company.
The Board proposed to appoint M/s PRA Associates Chartered Accountants (FirmRegistration No. 002355N) and M/s M L Bhuwania and Co LLP Chartered Accountants (FirmRegistration No. 101484W/W100197) as a Joint Auditors of the Company for the term of fiveyears starting from this 46th Annual General Meeting to the conclusion of 51 st AnnualGeneral Meeting of the Company.
The Company has obtained a letter of consent and also a certificate under section 139and 141 of the Companies Act 2013 from the M/s PRA Associates Chartered Accountants(Firm Registration No. 002355N) and M/s M L Bhuwania and Co LLP Chartered Accountants(Firm Registration No. 101484W/W100197) to the effect that their appointment if madewould be within the limits prescribed in the said section.
M/s. Ashish Mehta and Associates Chartered Accountants Vadodara have been appointedas Internal Auditors of the Company in terms of Section 138 of the Companies Act 2013 andrules & recognition made thereunder for the Financial Year 2017-18 by the Board ofDirectors upon recommendation of the Audit Committee.
14. Auditors' Report.
No qualification reservation or adverse remark or disclaimer has been made by theauditor in their auditors' report for the year 2016-17.
15. Share Capital.
During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.
16. Extract of the annual return.
The extract of the annual return in Form No. MGT - 9 forming part of the Board's reportis attached herewith as (Annexure-A).
17. Conservation of energy technology absorption and foreign exchange earnings andoutgo.
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-B).
18. Corporate Social Responsibility (CSR).
The details on the CSR activities are enclosed as (Annexure-C).
A) Changes in Directors and Key Managerial Personnel
The following changes in Directors and Key Managerial Personnel were made during thefinancial year 2016-17:
|Name of Director/ Key Managerial Personnel ||Designation ||Category ||Date of Appointment ||Date of Cessation |
|1 ||Mrs. Anju Aggarwal* ||Non-Executive Director ||Promoter Group ||30.09.2016 ||- |
| ||[DIN: 00094267] || || || || |
|2 ||Mr. Ankit Jain ||Non-Executive Director ||Independent ||29.09.2015 ||31.10.2016 |
| ||[DIN: 02918898] || || || || |
* Mrs. Anju Aggarwal (DIN:00094267) was appointed as an Additional Director as on28.12.2015 by the Board and her terms was regularized as Non-Executive Director at the45th Annual General Meeting held on 30.09.2016.
B) Declaration by an Independent Director(s):
A declaration by Mr. Rajendra Prasad and Mr. Ravikant Dhawan Independent Directors thatthey meet the criteria of independence as provided in sub-section (6) of Section 149 ofthe Companies Act 2013 have been given.
The Board of Directors declares that the Independent Directors Mr. Rajendra Prasad andMr. Ravikant Dhawan in the opinion of the Board are:
a) persons of integrity and they possess relevant expertise and experience;
b) not a promoter of the Company or its holding subsidiary or associate company;
c) not related to promoters or directors of the company or its holding subsidiary orassociate company;
d) have/had no pecuniary relationship with the company its holding or subsidiary orassociate company or promoters or directors of the said companies during the twoimmediately preceding financial years or during the current financial year;
e) none of their relatives have or had pecuniary relationship or transactions with thecompany its holding subsidiary or associate company or promoters or directors of thesaid companies amounting to two percent or more of its gross turnover or total income orfifty lakh rupees whichever is lower during the two immediately preceding financial yearsor during the current financial year;
f) neither they nor any of their relatives -
i. hold or have held the position of a key managerial personnel or are or have beenemployees of the Company or its holding subsidiary associate company in any of the threefinancial years immediately preceding the current financial year.
ii. are or had been employee or proprietor or a partner in any of the three financialyears immediately preceding the current financial year of
a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company
b) any legal or consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to ten percent or more of grossturnover of the said firm;
iii) hold together with their relatives two percent or more of the total voting powerof the company or
iv) is a Chief Executive or director of any non-profit organization that receivestwenty-five percent or more of its receipts from the company any of the promoters ordirectors of the company or its holding subsidiary or associate company or that holds twopercent or more of the total voting powers of the company;
g) possess qualifications prescribed in Rule 5 of The Companies (Appointment andQualification of Directors) Rules 2014.
C) Formal Annual Evaluation.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors. The Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its committee. The Board of Directors hasexpressed their satisfaction with the evaluation process.
An agenda of Meetings is prepared and circulated in advance to the Directors. Duringthis year five Board and five Audit Committee Meetings were convened and held thedetails of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed underCompanies Act 2013 and the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the erstwhile Listing Agreement.Statement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual directors has beengiven in the Report of Corporate Governance.
21. Particulars of loans guarantees or investments under section 186.
The Company has given loans or guarantee or made an investment in the following mannerduring the financial year 2016-2017:
|Sr.no. ||Particulars of Loan Guarantee or investment ||Amount ||Approved at Board meeting dated ||Whether approval of Members vide SR taken |
|1. ||Loan given to Him Teknoforge Limited. ||Till the year end i.e. As on 31.03.2017 loan amount is Rs. 26.50 Crores. ||Approval of loan amount for sum not exceeding Rs. 30 Crore by Board resolution dated 13.03.2015 ||Members approved loan amount upto 50 crore by Special Resolution dated 11.02.2015 through postal ballot. |
Further the Company states that the loan is given at a rate of interest not lower thanthe prevailing yield of one year three year five year or ten year government securityclosest to the tenor of loan.
The Company has not given guarantee or made an investment during the financial year2016-17.
22. Particulars of contracts or arrangements with related parties:
Particulars of contracts or arrangements with related parties are given in Form AOC-2enclosed as (Annexure-D).
23. Managerial Remuneration:
Disclosures pursuant to section 197(12) of the Companies Act2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-E).
24. Secretarial Audit Report:
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. Dinesh Mehta & Co. a company secretary in practice enclosed herewith(Annexure- F).
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
25. Corporate Governance Report.
The Company has been following the principles and practices of good CorporateGovernance and has ensured compliance of the requirements stipulated under Regulation 34of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A detailed report on Corporate Governance as requiredunder Regulation 34 of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is appended alongwith the certificate onCorporate Governance issued by M/s. Dinesh Mehta & Co. Company SecretariesVadodara Gujarat the Secretarial Auditors confirming the compliance of conditions onCorporate Governance forms part of the Board Report with (Annexure-G).
26. Management Discussion and Analysis Report.
A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Report and it deals with the BusinessOperations and Financial Performance Research & Development Expansion &Diversification Risk Management Marketing Strategy Safety & Environment HumanResource Development etc. (Annexure - H).
27. Risk management.
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
28. Directors' Responsibility Statement
Your Directors make the following statements in terms of Section 134(3) (c) of theCompanies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the directors had prepared the annual accounts on a going concern basis; and
(e) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
29. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rule thereunder. Allemployees (permanent contractual temporary trainees) are covered under the said policyInternal Complaints Committee has also been set up to redress complaints received onsexual harassment.
During the financial year under review the Company has not received any complaints ofsexual harassment from any of the women employee of the Company.
The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India and all other statutory and non-statutory agencies for theirco-operation.
The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.
| ||By Order of the Board of Directors |
|Dated : 27-11-2017 || |
|Place: Baddi ||Rajiv Aggarwal |
| ||Managing Director |