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Bharat Gears Ltd.

BSE: 505688 Sector: Auto
NSE: BHARATGEAR ISIN Code: INE561C01019
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VOLUME 150
52-Week high 126.60
52-Week low 23.25
P/E
Mkt Cap.(Rs cr) 39
Buy Price 40.05
Buy Qty 14.00
Sell Price 41.35
Sell Qty 22.00

Bharat Gears Ltd. (BHARATGEAR) - Director Report

Company director report

(Section 134 of the Companies Act 2013)

TO THE MEMBERS

The Directors are pleased to present the 47th Annual Report and the AuditedFinancial Statements for the year ended 31 March 2019.

(`/Crores)

Financial year ended

Financial Results 31.03.2019 31.03.2018
Revenue from operations and other income (gross) 599.15 514.74
Profit before finance costs and depreciation and amortisation expense 63.18 44.36
Finance costs 21.97 16.84
Depreciation and amortisation expense 21.76 18.28
Profit before tax 19.45 9.24
Less: Tax expense 6.92 2.94
Profit after tax 12.53 6.30
Other comprehensive income (1.86) 0.03
Total comprehensive income 10.67 6.33
Statement of other equity
Opening balance 69.68 58.66
Add: Profit for the year (including other comprehensive income) 10.67 6.33
Add: Preferential issue of equity shares (net of share issue expenses) - 4.69
Closing balance 80.35 69.68

DIVIDEND

Considering the Company's financial performance the Directors have recommended adividend of र 1.00 per equity share (10%) on 9306095 equity shares of the Companysubject to the approval of the shareholders at the ensuing Annual General Meeting for theyear under review.

This will involve a cash outflow of र 1.12 crores including dividend distributiontax of ` 0.19 crores.

FINANCIAL PERFORMANCE

Growth momentum in automobile sector witnessed in last couple of years slowed down inlast four months of the year. Nevertheless revenue from operations for the year hasincreased by 16% in comparison to the corresponding year.

EBIDTA margins are higher in comparison to last year mainly on account of betterabsorption of fixed costs as a result of higher volumes and better export realization.

Profit after tax for the year ended 31 March 2019 was

र 12.53 crores against र 6.30 crores in previous year.

During the year outflow on account of VRS compensation was ` 0.71 crores.

During the year the company has availed disbursement of the term loan of र 23.00Crores from KKR India Financial Services Private Limited (KKR) to part finance Company'sexisting capital expenditure programme. The company has repaid र 5.35 Crores ofexisting borrowings to Lenders.

1163262 Equity shares were issued to existing shareholders on rights basis in theratio of 1:7 at a price of र 105 per share amounting to र 12.21 crores. Issue openedon 15 April 2019 and closed on 30 April 2019. Issue was oversubscribed by 1.62 times.Allotment to the eligible applicants was done on 10 May 2019.

INDIAN ACCOUNTING STANDARDS ("IND AS")

The financial statements for the year ended 31 March 2019 have been prepared inaccordance with the Indian Accounting Standards ("Ind AS") as required undersection 133 of the Companies Act 2013 read with rules made there under as amended.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company's operations in terms of performance in marketsmanufacturing activities business outlook risks and concerns forms part of theManagement Discussion and Analysis a separate section of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 yourDirectors confirm that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2019 and of the profit ofthe Company for the period ended on that date;

(c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY CONTRACTS AND ARRANGEMENTS

The contracts or arrangements of the Company with related parties during the periodunder review referred to in Section 188(1) of the Companies Act 2013 were in ordinarycourse of business and on arm's length basis. During the year the Company had not enteredinto the contract/arrangement/transaction with related parties which could be consideredmaterial in accordance with the related party transaction policy of the Company. The saidpolicy as approved by the Board in terms of provisions of Regulation 23 of the SEBI(Listing

Obligations and Disclosure Requirements) Regulations 2015 ("theRegulations") is available on the website of the Company i.e. www.bharatgears.comunder the link http://bharatgears.com/documents/related_party_ transaction_policy.pdf

The prescribed form AOC-2 of the Companies (Accounts) Rules 2014 is enclosed as Annexure-"A" to this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

During the period under review the Company has not made any loan guarantee orinvestment in terms of provisions of Section 186 of the Companies Act 2013.

DIRECTORS

During the year under review Mr. Sameer Kanwar has been re-appointed as Joint ManagingDirector of the Company for a further period of 3 (Three) years w.e.f. 01 June 2018.

In terms of provisions of Section 152 of the Companies Act 2013 Mr. Nagar VenkatramanSrinivasan has been appointed as a Non Executive Director of the Company liable to retireby rotation upto the conclusion of the ensuing Annual General Meeting (AGM) of theCompany.

The members of the Company vide their special resolution(s) passed through PostalBallot on 18 May 2019 approved the:

Continuation of Mr. Virendra Kumar Pargal as a Non Executive Independent Directorw.e.f.

01 April 2019 till the end of his current tenure upto the conclusion of the 48thAnnual General Meeting (AGM) of the Company in the Calendar Year 2020 in terms of theprovisions of Section 149 of the Companies Act 2013;

Continuation of Mr. Nagar Venkatraman Srinivasan as a Non Executive Director liableto retire by rotation w.e.f. 01 April 2019 till the end of his current tenure upto theconclusion of the 47th Annual General Meeting (AGM) of the Company in theCalendar Year 2019 in terms of the provisions of Section 152 of the Companies Act 2013;

in terms of Regulation 17 of the Regulations as amended the age of the said Directorsbeing more than seventy five years as on 01 April 2019.

The tenure of Ms. Hiroo Suresh Advani as a Non Executive Independent Director in termsof provisions of Section 149 of the Companies Act 2013 is expiring at the ensuing AnnualGeneral Meeting (AGM) of the Company.

Therefore it has been proposed to appoint Ms. Hiroo Suresh Advani as a Non ExecutiveIndependent Director in terms of provisions of Section 149 of the Companies Act 2013 atthe ensuing Annual General Meeting (AGM) of the Company for a period of 5 (Five) Yearsupto the conclusion of the 52nd AGM of the Company in the Calendar year 2024with the approval of members by way of special resolution as mandated under Regulation 17of the Regulations as amended the age of the Ms. Hiroo Suresh Advani being more thanseventy five years during her proposed tenure.

The Company has received notice under Section 160 of the Companies Act 2013 frommember of the Company proposing the candidature for the office of Non ExecutiveIndependent Director for Ms. Hiroo Suresh Advani.

Further it has been proposed to appoint Mr. Nagar Venkatraman Srinivasan as a NonExecutive Director liable to retire by rotation in terms of provisions of Section 152 ofthe Companies Act 2013 at the ensuing Annual General Meeting (AGM) of the Company uptothe conclusion of the 48th AGM of the Company in the Calendar year 2019 withthe approval of members by way of special resolution as mandated under Regulation 17 ofthe Regulations as amended the age of the Mr. Nagar Venkatraman Srinivasan being morethan seventy five years at the commencement of his proposed tenure.

The brief resume of the Directors proposed to be appointed is given in the noticecalling the Annual General Meeting.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19 6 (Six) Board Meetings were held on the followingdates:-

30 May 2018;

03 August 2018;

09 October 2018;

30 October 2018;

22 January 2019; and

22 March 2019

The gap between any two meetings was not more than one hundred twenty days as mandatedunder the provisions of Section 173 of the Companies Act 2013 and Regulation 17(2) of theRegulations.

INDEPENDENT DIRECTORS

In terms of provisions of Section 149(7) of the Companies Act 2013 read withRegulation 25(8) of the Regulations all the Independent Directors of the Company havefurnished a declaration to the Compliance Officer of the Company at the meeting of theBoard of Directors held on 30 May 2019 stating that they fulfill the criteria ofIndependent Director as prescribed under Section 149(6) of the Companies Act 2013 readwith Regulation 16(1)(b) of the Regulations and are not being disqualified to act as anIndependent Director. Further they have declared that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgmentand without any external influence.

In terms of the Regulation 25(7) of the Regulations the Company has adopted afamiliarization programme for the Independent Directors to familiarize them with workingof the Company nature of the industry in which the Company operates business model ofthe Company their roles rights responsibilities and other relevant details. The detailsof familiarization programme during the Financial Year 2018-19 are available on theofficial website of the Company i.e. www.bharatgears.com under the link i.e. http://bharatgears.com/documents/details-of-familiarization-programme-for-independent-directors.pdf

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In terms of provisions of Section 178 of the Companies Act 2013 read with Regulation19 of the Regulations a policy relating to remuneration for the Directors Key ManagerialPersonnel and other employees has been adopted by the Board of Directors of the Company inpursuance of its formulation and recommendation by the Nomination and RemunerationCommittee thereby analyzing the criteria for determining qualifications positiveattributes and independence of a Director. The said policy is available on the website ofthe Company i.e. www.bharatgears.com under the link https://www.bharatgears.com/documents/nomination_and_ remuneration_policy_BGL.pdf

EVALUATION PROCESS

The Nomination and Remuneration Committee has established a framework for theevaluation process of performance of the Board its Committees and Individual Directorsand the same was adopted by the Board.

During the year under review the Board of Directors at its meeting held on 22 March2019 have carried out the evaluation of the performance of Independent Directors and theirindependence criteria and the Independent Directors in their meeting held on even datehave evaluated the performance of the Chairman and Non-Independent Directors and the Boardas a whole and also assessed the quality quantity and timeliness of flow of informationbetween the Board and Company management.

KEY MANAGERIAL PERSONNEL

The following Directors/Officials of the Company have been designated as Key ManagerialPersonnel (KMP) of the Company by the Board of Directors in terms of provisions of Section203 of the Companies Act 2013 and the Regulations:

1. Mr. Surinder Paul Kanwar Chairman & Managing Director

2. Mr. Sameer Kanwar Joint Managing Director

3. Mr. Milind Pujari Chief Financial Officer

4. Mr. Prashant Khattry Head (Legal) & Company Secretary

No Key Managerial Personnel (KMP) of the Company has resigned during the financial yearended 31 March 2019.

DISCLOSURES UNDER THE COMPANIES (APPOINTMENT

& REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are enclosed as Annexure -"B" to this report.

PARTICULARS OF EMPLOYEES

Information regarding employees in accordance with the provisions of Rule 5(2) and Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is given in Annexure- "C" to this Report.

RISK MANAGEMENT

A robust and integrated enterprise risk management framework is in existence underwhich the common prevailing risks in the Company are identified the risks so identifiedare reviewed on periodic basis by the Audit Committee and the management's actions tomitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework asapproved by the Board has been adopted by the Company and being reviewed on yearly basis.

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Companies Act 2013 the Corporate SocialResponsibility Committee ("CSR Committee") is in existence to monitor theCorporate Social Responsibility Policy of the Company as approved by the Board and thesaid policy is available on website of the Company i.e. www.bharatgears.com.

The CSR Committee comprises of Mr. Surinder Paul Kanwar Mr. Sameer Kanwar and Mr.Rakesh Chopra.

As per the provisions of the said section an amount of

र 360000/- (Rupees Three Lakhs Sixty Thousand Only) was required to be spent onCSR activities by the Company during the financial year 2018-19.

The said amount of expenditure being too nominal the management formed the view tospend the said amount along with the amount to be spent on CSR activities in the FinancialYear 2019-20.

Further as a part of CSR initiatives CSR Committee has approved the proposal in theirmeeting held on

22 March 2019 to spend the amount attributable to CSR activities by providingpatrolling vehicle(s) to the Local Police thereby creating awareness for traffic educationmanagement in the Financial Year 2019-20.

The report on CSR activities in terms of provisions of Rule 8 of the Companies(Corporate Social Responsibility) Rules 2014 is enclosed as Annexure -"D"to this report.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Rakesh Chopra Mr. V.K. Pargal Ms. Hiroo SureshAdvani and Mr. Surinder Paul Kanwar.

Mr. Surinder Paul Kanwar has been inducted as memeber w.e.f. 01 April 2019.

INTERNAL COMPLAINTS COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT

Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted Internal Complaints Committee (ICC) at all its Units (i.e. Faridabad Mumbraand Lonand) where any grievance of sexual harassment at workplace can be reported.

The Company has also adopted a policy on Prevention of Sexual Harassment at workplace.The objective of the policy is to provide its women employees a workplace free fromharassment/discrimination and every employee is treated with dignity and respect.

The said policy is available on the website of the Company i.e. www.bharatgears.comunder the linkhttp://bharatgears.com/documents/policy-for-prevention-of-sexual-harassment.pdf

During the year under review ICC of all units of the Company has not received anycomplaint pertaining to sexual harassment of women at workplace.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review no Company has become or ceased to be subsidiary jointventure or associate of the Company.

DEPOSITS

During the year under review the Company did not accept any deposits.

Investor Education and Protection Fund (IEPF)

In terms of provisions of Section 124(5) of the Companies Act 2013 read with thelnvestor Education and Protection Fund (IEPF) Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended the Unclaimed Final Dividend pertaining to the FinancialYear 2010-11 amount aggregating to र 235419.00 (Rupees Two Lakhs Thirty Five ThousandFour Hundred Nineteen Only) had been transferred to the "Investor Education andProtection Fund" established by the Central Government.

Further in terms of provisions of Section 124(6) of the Companies Act 2013 read withthe Investor Education and Protection Fund (IEPF) Authority (Accounting Audit Transferand Refund) Rules 2016 ("the Rules") and the Investor Education and ProtectionFund (IEPF) Authority (Accounting Audit Transfer and Refund) Amendment Rules 2017("the Amended Rules") the Company is required to transfer the equity shares inrespect of which dividends have remained unclaimed for a period of seven consecutive yearsto the IEPF Account established by the Central Government and a statement containing suchdetails are required to be filed with the Ministry of Corporate Affairs (MCA).

In pursuance of the above pursuant to the transfer of the unclaimed dividend for theyear 2010-11 to the IEPF on 24 August 2018 i.e. upon completion of seven years fromtransfer of dividend into unclaimed dividend account 46165 (Forty Six Thousand OneHundred Sixty Five) Equity Shares relating to such dividend on which the dividend has notbeen claimed for the consecutive seven years since 2010-11 have been transferred intodemat account of IEPF Authority. Pursuant to the transfer of aforesaid Equity Shares89834 (Eighty Nine

Thousand Eight Hundred Thirty Four) Equity Shares of the Company in aggregate are beingheld in demat account of IEPF Authority.

The unclaimed dividend for the year 2011-12 is proposed to be transferred to theInvestor Education and Protection Fund (IEPF) on 24 August 2019 i.e. upon completion ofseven years from the transfer of said dividend into unclaimed dividend account.Subsequently the equity shares on which the dividend has not been claimed for theconsecutive seven years since 2011-12 (net of the shares already transferred) shall alsobe transferred into IEPF.

In terms of the Rules dated 05 September 2016 and the Amended Rules dated 28 February2017 the necessary communications have been made to the respective shareholders whoseshares are required to be transferred to the IEPF during the Financial Year 2019-20 so asto enable them to claim their dividend attached to such shares before such dividend andshares are transferred to IEPF and further the necessary information in this regard isavailable on the website of the Company i.e. www.bharatgears.com for the convenience ofthe shareholders.

The Equity shares once transferred into IEPF can only be claimed by the concernedshareholder from IEPF Authority after complying with the procedure prescribed under theRules and the Amended Rules.

RIGHTS ISSUE OF EQUITY SHARES

In terms of Letter of Offer dated 30 March 2019 the Company has issued and allotted1163262 (Eleven Lakhs Sixty Three Thousand Two Hundred Sixty Two) Equity Shares of facevalue of र 10/- (Rupees Ten) each at a price of र 105/- (Rupees One Hundred Five)each to the existing equity shareholders of the Company in the ratio of 1:7 i.e. 1 (One)Rights Equity Share for every 7 (Seven) fully paid up Equity Shares held as on record datei.e. 03 April 2019. The proceeds of the said Issue shall be used to part finance theIdentified Equipment.

CHANGES IN SHARE CAPITAL

In terms of provisions of Section 13 61 64 and other applicable provisions if anyof the Companies Act 2013 (including any amendment thereto or re-enactment thereof) andthe rules framed there under provisions of Articles of Association (AOA) SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and such otherrules/regulations as applicable the members of the Company in their Annual GeneralMeeting (AGM) held on 03 August 2018 approved the re-classification of Share Capital ofthe Company as per the following details:

Cancellation of 1000000 (Ten Lakhs) Cumulative Redeemable Convertible orNon-Convertible Preference Shares of र 100/- (Rupees One Hundred) each andcreation/addition of 10000000 (One Crore) Equity Shares of र 10/- (Rupees Ten) eachin lieu thereof.

Further to said approval the Ministry of Corporate Affairs (MCA) stated that as perthe directives of the Ministry the re-classification of Share Capital could not be donein terms of the provisions of the Companies Act 2013.

Therefore with a view to raise further equity funds in the near future for the longterm requirements of the Company the Board of Directors of the Company in its meetingheld on 30 May 2019 has considered and approved the increase in Authorised Equity ShareCapital of the Company as per the following details subject to the approval ofShareholders in the ensuing Annual General Meeting in terms of provisions of Section 1361 64 and other applicable provisions if any of the Companies Act 2013 (including anyamendment thereto or re-enactment thereof) and the rules framed there under provisions ofArticles of Association (AOA) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and such other rules/regulations as applicable:

Creation/addition of 10000000 (One Crore)

Equity Shares of र 10/- (Rupees Ten) each.

Pursuant to said increase the Authorised Share Capital of the Company shall be र350000000/- (Rupees Thirty Five Crores) divided into:

20000000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten) each;

and 1500000 (Fifteen Lakhs) Cumulative Redeemable Convertible or Non-ConvertiblePreference Shares of Rs. 100/- (Rupees Hundred) each.

AUDITORS

The Statutory Auditors M/s S R B C & CO LLP (SRBC) Chartered Accountants (ICAIRegistration No. 324982E/ E300003) had been appointed as Statutory Auditors of the Companyin the 45th Annual General Meeting held on 09 August 2017 for a period of 5(Five) years in terms of provisions of Section 139 of the Companies Act 2013 to holdoffice from the 45th AGM to the 50th AGM in the calendar year 2022.

REPORT ON FINANCIAL STATEMENTS

The report of M/s S R B C & CO LLP (SRBC) Chartered Accountants (ICAI RegistrationNo. 324982E/E300003) the Statutory Auditors of the Company on the financial statements ofthe Company for the year ended

31 March 2019 is annexed to the financial statements in terms of provisions of Section134(2) of the Companies Act 2013. The observations of the Auditors in their report areself-explanatory and/or explained suitably in the Notes forming part of the FinancialStatements. The report of the Statutory Auditors does not contain any qualificationreservation or adverse remark which needs any explanation or comment of the Board.

SECRETARIAL AUDIT

The Board has appointed M/s AGB & Associates Practicing Company Secretaries asSecretarial Auditor for the Financial Year 2018-19 in terms of provisions of Section 204of the Companies Act 2013. The Secretarial Audit Report of the Company for the financialyear ended 31 March 2019 in the prescribed form MR-3 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure-"E" to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark which needs any explanation or comment of theBoard.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal financial controls whichincludes the policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Duringthe year such controls were tested and no material weakness in the design or operationswere observed.

COST AUDIT

During the year under review the Company had not been mandatorily required to get itsCost Records audited in terms of provisions of Section 148 of the Companies Act 2013 readwith the Companies (Cost Records and Audit) Rules 2014.

CORPORATE GOVERNANCE

The Company is committed to maintain the quality standards of Corporate Governance. TheReport on Corporate Governance as stipulated under Schedule V(C) of the Regulations formspart of this Report.

The requisite Certificate of Compliance from Statutory Auditors M/s S R B C & COLLP (SRBC) confirming compliance with the conditions of Corporate Governance is attachedto this Report.

VIGIL MECHANISM

IntermsofprovisionsofSection177oftheCompaniesAct 2013 and the Regulations the Companyhas established an effective mechanism called Vigil Mechanism (Whistle Blower Mechanism).The mechanism under the Policy has been appropriately communicated within theorganisation. The purpose of this policy is to provide a framework to promote responsiblewhistle blowing by employees or by any other person who avails such mechanism. It protectsemployees or any other person who avails such mechanism wishing to raise a concern aboutserious irregularities unethical behavior actual or suspected fraud within the Companyby reporting the same to the Audit Committee.

Protected disclosure can be made by the whistle blower in a closed and secured envelopeor sent through e-mail to the Compliance Officer.

During the year under review no employee was denied access to the Audit Committee.

The policy on vigil mechanism is available on the website of the Company i.e.www.bharatgears.com under the link http://bharatgears.com/documents/policy_on_vigil_mechanism.pdf

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI) theReconciliation of Share Capital Audit is undertaken by a firm of Practicing CompanySecretaries on quarterly basis. The audit is aimed at reconciliation of total shares heldin CDSL NSDL and in physical form with the admitted issued and listed capital of theCompany.

The Reconciliation of Share Capital Audit Report(s) as submitted by the Auditor onquarterly basis were filed with the National Stock Exchange of India Limited (NSE) throughNSE Electronic Application Processing System (NEAPS) and with BSE Limited (BSE) throughBSE Listing Centre where the original shares of the Company are listed.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited Mumbai and NationalStock Exchange of India Limited Mumbai.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013

Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments which can affect the financial position of the Company between the end offinancial year and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with the Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure-"F"to this Report.

ANNUAL RETURN

In terms of provisions of Section 134(3)(a) read with 92(3) of the Companies Act 2013and the relevant rules made thereunder a copy of the Annual return as prescribed underSection 92 of the Companies Act 2013 as amended shall be made available on the websiteof the Company www.bharatgears.com under the linkhttp://bharatgears.com/documents/annual-returns-2018-19.pdf

COMPLIANCE OF SECRETARIAL STANDARDS

During the period under review the Company has duly complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

INDUSTRIAL RELATIONS

During the year under review industrial relations in the Company continued to becordial and peaceful.

ACKNOWLEDGEMENTS

The Board of Directors thank the shareholders for their continued support and theywould like to place on record their appreciation for the dedicated services rendered bythe Employees at all levels.

The Directors wish to convey their gratitude to the Financial Institutions BanksCustomers Suppliers and Collaborators for the assistance and confidence reposed by themin the Company.

For and on behalf of the Board of Directors

Surinder Paul Kanwar

Chairman and Managing Director

Place: Mumbai

Date: 30 May 2019

DIN: 00033524