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Gajra Bevel Gears Ltd.

BSE: 505711 Sector: Auto
NSE: N.A. ISIN Code: INE282D01010
BSE 00:00 | 29 May 2.28 0






NSE 05:30 | 01 Jan Gajra Bevel Gears Ltd
OPEN 2.28
52-Week high 2.55
52-Week low 1.90
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.28
CLOSE 2.28
52-Week high 2.55
52-Week low 1.90
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gajra Bevel Gears Ltd. (GAJRABEVEL) - Director Report

Company director report


The members of

Gajra Bevel Gears Limited

Your Directors presenting their 42nd Annual Report together with the AuditedFinancial Statements for the year ended 31st March 2017. The ManagementDiscussion and Analysis has also been incorporated into this report.


• Total revenue for the year was Rs.0.49 Lakhs as compared to Rs. 0.50 Lakhs inthe previous year hence declined by 3.35%;

• 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.(53.27) as compared to Rs. (29.17)Lakhs in the previous year;

• Profit/(Loss) after tax for the year was Rs. (53.27) Lakhs as compared to Rs.(163.39) Lakhs in the previous year.

The Summarized financial results are as under:

(Rs. In Lakhs)


Year ended

31.03.2017 31.03.2016
Revenue from operation 0.00 0.00
Other Income 0.48 0.50
Total Income 0.48 0.50
Total Expenses 38.10 22.93
Profit/Loss before Interest Depreciation & Tax (37.62) (22.43)
Less: Interest 8.91 0.00
Less: Depreciation and amortization expenses 6.74 6.74
Profit /Loss before Tax (53.27) (29.17)
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 0.00
Net Profit/Loss for the year (53.27) (29.16)
Interest relating to previous years 0.00 (134.23)
Losses Carried to Balance Sheet (53.27 (163.39)
Paid up Equity Share Capital 940.075 940.075
Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.) (0.57) (1.74)


Due to heavy losses during the year as well as huge accumulated losses of the previousfinancial years your directors are not able to recommend any dividend for the year2016-17. (Previous year 2015-16 - Nil)


The paid up Equity Share Capital as on 31st March 2017 was Rs. 940.075Lakhs divided into 9400750 equity shares of Rs. 10/- each. During the year under reviewit has not issued shares with differential voting rights nor granted stock options norsweat equity. As on 31stMarch 2017 none of the Directors of the Company holdconvertible instruments of the Company. The Company s 7995400 shares are listed by the BSEand the Company is making efforts to get listing of the remaining shares which were issuedon preferential basis on restructuring of loans and otherwise. The Company s shares arelisted with the BSE only and are trading on regular basis. The Company has made payment ofthe listing fee for the year 2017-18 to BSE.


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


Cash and cash equivalent as at 31st March 2017 was Rs. 0.88 Lakhs. TheCompany continues to focus on judicious management of its working capital.


The Company has not accepted deposit from the public falling within the ambit ofsection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 and there were no deposits remaining unclaimed as on 31stMarch2017. Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.


Your company has not provided any loans advances given nor provided any guarantee orsecurities to any other persons or body corporate during the financial year under reviewpursuant to the Section 186 of the Companies Act 2013. However your company has madeinvestments which are as under: (Rs. in Lakhs)

Name of the company Nature of Transactio ns Investment made/ Guarantee/ Loans Provided Opening Balance as on 01/04/16 Transaction s made during the year Closing Balance as on 31/03/17
Equity Non- Investment 5.85 0.00 5.85
Shares of IDBI Current


The Company had no manufacturing/business activity during the year ended on 31stMarch2017. The management of the Company continued in making efforts for rehabilitation of theCompany and in course of that so far succeeded in the settlement of dues of SBI IFCIIDBI and MPSIDC with the financial support of the strategic investors M/s Abhimanyu AgroPvt. Ltd. and M/s Rani Agro Pvt. Ltd. The settlement of the dues of M.P. FinancialCorporation is still pending for which suitable efforts are being made. The management ofthe Company is making best of their efforts to restore the manufacturing activity of theCompany as early as possible.


To reconcile the dues of M.P.F.C. a sum of Rs.13422609/- levied by the corporationtowards earlier years on account of interest penal interest and legal charges on theloan account has also been accounted for. Considering the Income and Expenditure of theyear the Company had suffered with a net loss of Rs.53.268 Lakhs which further increasedthe accumulated losses Rs.4779.44 Lakhs as against the previous year's accumulated lossesof Rs.4726.18 Lakhs. The members are well aware of the facts that the Company's entire networth had already been eroded long back and based on Audited Balance Sheet asset 30Sept.'2008 the Hon ble BIFR had declared the Company as a SICK INDUSTRIAL COMPANY interms of section 3 (1) (o) of Sick Industrial Companies (Special Provisions) Act 1985 andappointed the IDBI as the Operation Agency. The DRS for rehabilitation of Company ispending in want of settlement of the dues of M.P. Financial Corporation. Further bynotification No. 58 388 (E) dated 25/11/2016 the SICA Repeal Act 2003 has been notifiedw.e.f. 01/12/2016 and as per Section 252 read with schedule VIII of the Insolvency &Bankruptcy Code 2016. The reference filed with BIFR/ABFIR is abated and the company is inprocess to file fresh application under section 10 of the Insolvency And Bankruptcy Code2016 before NCLT Ahmedabad.


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 Chief Financial Officer etc.


As per the requirement of the Sexual Harassment of Women at Workplace (Prevention

Prohibition & Redressal) Act 2013 ( Act ) and Rules made there under your companyhas constituted Internal Complaints Committees (ICC). Statement showing the number ofcomplaints filed during the financial year and the number of complaints pending as on theend of the financial year is shown as under:

Category No. of complaints pending at the beginning of F.Y. No. of complaints filed during the F.Y. 2016-17 No. of complaints pending as at the end of F.Y. 2016-17
Sexual Harassment Nil Nil Nil

Since there is no complaint received during the year which is appreciable as themanagement of the company endeavor efforts to provide safe environment for the femaleemployees of the company.


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.

Internal Financial Control & its effectiveness

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.

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

" Annexure 1".


The Company does not have any subsidiary associate or joint venture company at thebeginning or any time during the year 2016-17 therefore the financial statement isprepared on the standalone basis and the requirement for disclosure in the Form AOC-1 isnot applicable. Further that the Company is also not an associate or holding or subsidiarycompany of any other company during the year 2016-17.

BOARD OF DIRECTORS KMP's & BOARD MEETINGS Composition of the Board of directors

The Company is having total 4 (Four) directors which includes One Womendirector and Two Independent Directors and the Composition of the Board is inaccordance with the Companies Act 2013 and SEBI (LODR) Regulations 2015. The Chairman ofthe Board is Promoter and Non-Executive Director. There is no change in the Board ofdirectors during the year under review.

Independent 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)Mr.Parmal Singh Raghuwanshi; and (b) Mr.Dwarika Prasad Soni Both the Independent Directorshave given declarations that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. The Boardof directors confirms 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. 1stApril2014 and are not liable to retire by rotation.

Directors liable to retire by rotation:

During the year under review none of the directors are liable to retire by rotation.

Key Managerial Persons:

Shri Ranveer Singh is the CEO. The Company has appointed Mr. Tarun Joshi as a CFO andKMP of the company due to resignation of Mr. Atul Rangnekar w.e.f. 30th May2017 and CS Parag Mittal (ACS 48774) as a Company Secretary and Compliance Officer due toresignation of CS Shruti Singh w.e.f. 13th June 2017 other than this there isno change in the Key Managerial Personnel s during the year. The same is tabled as under

Name Designation Date of Appointment Date of Resignation
1. Mr. Ranveer Singh Chief Executive Officer 01.06.2014 -
Chief Financial Officer
2. Mr. Atul Rangenkar 01.04.2014 30.05.2017
Chief Financial Officer
3. Mr. Tarun Joshi 30.05.2017 -
4. Mrs. Shivani Khandelwal Company Secretary 01.03.2014 23.12.2016
5. Ms. Shruti Singh Company Secretary 23.12.2016 13.06.2017
6. Mr. Parag Mittal Company Secretary 13.06.2017 -

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 through circulationas permitted by law which are confirmed in the subsequent Board meeting. The notice ofBoard meeting is given well in advance to all the Directors and other Invitees. All themeetings of the Board are held at the Corporate Office of the Company at Indore (M.P.).The Agenda of the Board meetings is circulated at least seven days prior to the date ofthe meeting. The Agenda for the Board and Committee meetings includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take an informeddecision. The Board met 4 (Four) times in financial year 2016-17 viz. on 30thMay2016 13th August 2016 14th Nov. 2016 and 13th Feb.2017. The maximum interval between any two meetings did not exceed 120 days.


The Policy of the Company on Directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178is annexed herewith as "Annexure2" and also uploaded on Company s website. (Link:-


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.


During the year in accordance with the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Board has the following 4 (Four) Committees as follows: (1) AuditCommittee (2) Nomination and Remuneration Committee (3) Stakeholders RelationshipCommittee (4) Risk management Committee Details of all the Committees along with theircharters composition and meetings held during the year are provided in the "Reporton Corporate Governance" a part of this Annual Report.


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 31stMarch 2017 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 2017 and of the loss of the Company for the year ended onthat date; (c) that proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) that the annual financial statements have been prepared on agoing concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and (f) Those proper systems toensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.


Related party transactions that were entered into during the financial year were on anarm s length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. The transactions entered into are audited and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval. The statement is supported by aCertificate from the Director and the CFO. The Company has developed a Related PartyTransactions Operating Procedures for purpose of identification and monitoring of suchtransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the

However the disclosure as required under section 134 (3) (h) of the Companies Act2013 and the Rule 8 (2) of the Companies (Accounts) Rules 2014 and Form AOC-2 is notapplicable to the Company.


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


Statutory Auditors Appointment:

The Board of the company takes pleasure in stating that no such observation has beenmade by the Auditors in their report which needs any further explanation by the Board. TheAuditors M/s O.T. Gandhi & Co. Chartered Accountants who were appointed for a termof three years at the Annual General Meeting of the Company held on 30th Sept.2014 shall hold the office till the ensuing Annual General Meeting. Pursuant to section139 and other applicable provisions as may be applicable of the Companies Act 2013 readwith Rule 33 of Companies (Audit and Auditors) Rules it is mandatory to rotate theexisting statutory auditors on completion of the maximum term permitted under the saidsection. The Audit Committee of the company at their meeting held on 9thAugust 2017 has recommended and the Board of Directors of the company has proposed theappointment of M/s D.N. Jhamb & Co. Chartered Accountants (FRC-019675C) as theStatutory Auditors of the company. Auditors will hold office for a period of 5 consecutiveyears from the conclusion of 42nd Annual General Meeting of the companyscheduled to be held on 28thSeptember 2017 till the conclusion of the 47thAnnual General Meeting to be held in the year 2022 subject to the ratification of theirappointment at every AGM. The Auditors are having peer reviewed by the Institute ofChartered Accountants of India and the Board has ensured that they are having valid peerreview certificate.

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 2017-18. As per opinion obtained being there is no manufacturing activitiesin the Company the Company is not required to maintain the cost accounting records henceno cost records have been maintained by the management.

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 for the year 2016-17 in Form MR-3 isannexed herewith as "Annexure 3".

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 withthe BSE authorities and application to BSE for listing of the aforesaid securitiesallotted by way of preferential issue and reconciliation of the issued subscribed andpaid up capital and listed capital is in process.

(2) Secured loans from some of financial institution which were repaid/set off bymodification etc. long back but still appearing on the portal of the MCA under the Indexof Charges for which corrective measures has not been taken for deletion of such charges

Management Comment/Explanations: The Company is making efforts to search theForm 17 filed by the Company and removal of the Charge ID from the MCA.

(3) Owing to the Financial sickness in the operative years the company has beenirregular in depositing with the appropriate authorities even the undisputed statutorydues like EPF contribution ESIC contribution Commercial tax Income Tax and Excise duty.However after the Grant of installment facility the Company has cleared the dues ofProvident Fund.

Management Comment/Explanations: The matter is self explanatory; there is noneed to make further comments.


In terms of 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 2016-17.


Your Company believes that its Members are among its most important stakeholders.

Accordingly your Company s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporate19 reputation. Your Company is also committed to creating value for its other stakeholdersby ensuring that its corporate actions positively impact the socio-economic andenvironmental dimensions and contribute to sustainable growth and development.


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".


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. 2862.62 Lakhs from thestrategic investors private limited companies and from these funds it has settled thesecured loan liabilities of the State

Bank of India IDBI etc. Your directors place on record their sincere thanks to thenew lenders for their confidence in the management of the company. The Company is obligedto repay the loans and/or issue equity shares to the strategic investors as aforesaid thatmay be considered in the resolution plan if any approved by the NCLT.

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 the Company splants is closed down due to non-availability of working capital seizure of the same bythe various authorities and presently the Company is having target to come out with thesituation. In the present scenario it is very difficult as well as risky for themanagement of the company to re-establish and compete with the existing players in themarket. Moreover in the changing design and technology in the automobile sectors thecompany may need to modernize its plant with the huge investment. Further that apart fromthe normal risk demand-supply conditions raw material prices changes in governmentregulations tax regimes and economic developments within the country and globally mayhave direct or indirect impact on the operations of the Company. The Company proposes tosubmit application under section 10 of the Insolvency and Bankruptcy Code 2016 and submitthe resolution plan for approval for continuing status of the going concern and to come inbusiness in proper manner.


The details forming part of the extract of the Annual Return in FormMGT-9 forthe year ended 31stMarch 2017 is annexed herewith as "Annexure-5".


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.


During the year none of the employees received remuneration in excess of Rs. 102.00Lakhs or more per annum or Rs. 8.50 Lakhs per month for part of the year. Therefore thereis no information to disclose in terms of the provisions of the Companies Act 2013.During the year under review the Company is having only 3 employees on the Roll and theParticulars of such employee in respect of the remuneration drawn during the year 2016-17are as under:

Name of Employee Designation of the employee Remunerat ion received Nature of emplo yment whether contract ual or otherwis e Qualif icatio ns and experi ence of the emplo yee Date of commen cement of emplo yment The The last age employ of ment such held by emp such loye employe e e before joining the company Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager Remar ks
1 CS Shivani Company Rs. Employ B.Co 01.03.2014 25 - No NA
Khandelwal Secretary 225000/- ment m CS
2 Mr. Atul Chief Rs. Employ ment 01.04.2014 45 - No Previou sly working as account officer
Rangnekar Financial Officer 240000/-
3 CS Shruti Singh Company Secretary Rs. 54000/- Employ ment B.Co m CS 23.12.2016 25 - No NA


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 ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company s website (Link:- .The Code lays down the standardprocedure of business conduct which is expected to be followed by the Directors and thedesignated employees in their business dealings and in particular on matters relating tointegrity in the work place in business practices and in dealing with stakeholders. TheCode gives guidance through examples on the expected behavior from an employee in a givensituation and the reporting structure.


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 2016-17.


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 and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.


Your directors would like to express their grateful appreciation for assistance andcooperation received from the BIFR and Members of the Company for their confidence andsupport to the management of the company in the adverse financial conditions and hope thatwith their continuing and active support the Company may revive and shall be able toperform well in coming years.

For and on behalf of the Board

Place: Dewas

SURENDRA SINGH Date: 09.08.2017

CHAIRMAN DIN: 01260862