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Gajra Bevel Gears Ltd.

BSE: 505711 Sector: Auto
NSE: N.A. ISIN Code: INE282D01010
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NSE 05:30 | 01 Jan Gajra Bevel Gears Ltd
OPEN 0.84
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VOLUME 3001
52-Week high 0.90
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.76
Buy Qty 11.00
Sell Price 0.80
Sell Qty 7130.00
OPEN 0.84
CLOSE 0.80
VOLUME 3001
52-Week high 0.90
52-Week low 0.34
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.76
Buy Qty 11.00
Sell Price 0.80
Sell Qty 7130.00

Gajra Bevel Gears Ltd. (GAJRABEVEL) - Director Report

Company director report

To

The Members of

Gajra Bevel Gears Ltd.

The Directors presenting their 44th Annual Report together with theAudited Standalone Financial Statements of Gajra Bevel Gears Ltd.("theCompany" or "GBGL") for the year ended 31st March 2019.

HIGHLIGHTS OF PERFORMANCE

• Total revenue for the year was Rs.0.41 Lakhs as compared to Rs. 0.40 Lakhs inthe previous year hence declined by 1.50%;

• 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.(14.31) Lakhs as compared to Rs.(14.63) Lakhs in the previous year;

• Profit/(Loss) after tax for the year was Rs.(14.31) Lakhs as compared to Rs.(14.63) Lakhs in the previous year.

FINANCIAL RESULTS

The Summarized financial results are as under:

(Rs. In Lakhs)

Particulars Year ended
31.03.2019 31.03.2018
Revenue from operation 0.00 0.00
Other Income 0.41 0.40
Total Income 0.41 0.40
Total Expenses 14.72 15.04
Profit/Loss before Interest Depreciation & Tax (EBIDTA) (14.31) (12.46)
Less: Interest - -
Less: Depreciation and amortization expenses - 2.17
Profit /Loss before Tax (14.31) (14.63)
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 (14.31) (14.63)
Losses Carried to Balance Sheet (14.31) (14.63)
Paid up Equity Share Capital 940.075 940.075
Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.) (0.15) (0.16)

DIVIDEND

Due to 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 year2018-19. (Previous year 2017-18 -Nil)

SHARE CAPITAL & LISTING

The paid-up Equity Share Capital as on 31st March 2019 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 31st March 2019 none of the Directors of the Company holdconvertible instruments of the Company. The Company s 7995400 shares are listed by theBSE and the Company is making efforts to get listing of the remaining shares which wereissued long back on preferential basis on restructuring of loans and otherwise. TheCompany s shares are listed with the BSE and the trading was restricted during the yearunder surveillance measure. The Company has made payment of the listing fee for the year2019-20 to BSE.

TRANSFER TO RESERVE

During the year your company has not transferred any amount to the General Reserves orany other reserves during the year. (Previous year-Nil).

FINANCE

Cash and cash equivalent as at 31st March2019 was Rs.0.64 Lakhs as comparedto Rs.0.71 Lakhs in previous year.

DEPOSITS

The details relating to deposits covered under Chapter V of the Act

(a) Accepted during the year : Nil
(b) Remained unpaid or unclaimed as at the end of the year : Nil

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved: Nil

Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act:

The Company has not accepted any deposits which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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 Transactions Investment made/ Guarantee/ Loans Provided Opening Balance as on 01/04/18 Transactions made during the year Closing Balance as on 31/03/19
Equity Shares of IDBI Non-Current Investment 5.85 0.00 5.85

OVERALL REVIEW AND FUTURE PROSPECTS

The Company has no manufacturing/business activity during the year ended on 31stMarch2019. The management of the Company is making continuous 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.

FINANCIAL REVIEW AND STATUS OF SICKNESS

To reconcile the dues of MPFC towards earlier years on account of interest penalinterest and legal charges on the loan account has to be settled and the process are inprogress.

The members are well aware of the facts that the Company's entire networth had alreadybeen eroded long back and based on Audited Balance Sheet as on 30th Sept. 2008 the Honble BIFR had declared the Company as a SICK INDUSTRIAL COMPANY in terms of section 3(1)(o) of Sick Industrial Companies (Special Provisions) Act 1985 and appointed the IDBI asthe Operation Agency.

By notification No. 58 388 (E) dated 25/11/2016 the SICA Repeal Act 2003 has beennotified w.e.f. 01/12/2016 and as per section 252 read with schedule VIII of theInsolvency & Bankruptcy Code 2016. The reference filed with BIFR/ABFIR is abated.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & 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.2018-19 No. of complaints filed during the F.Y. 2018-19 No. of complaints pending as at the end of F.Y. 2018-19
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.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

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 of the Company has constituted Risk Management Committeeto identify area of risk and remedy for 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 correctiveaction in 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 facilities due toits financial sickness further that once it started manufacturing activities the Companyshall have great challenges of upgradation of the plant and machineries make newcontracts 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 posted on the website of the Company(Link-http://www.gajrabevel.com/public_html/Investors.html/) and annexed as "Annexure-1".

SUBSIDIARY ASSOCIATE JOINT VENTURE OF THE COMPANY

The Company does not have any subsidiary associate or joint venture company at thebeginning or any time during the year 2018-19 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 2018-19.

PROVISION OF VOTING BY ELECTRONIC MEANS

Your Company is providing E-voting facility under section 108 of the Companies Act2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules2015. The details regarding e-voting facility is being given with the notice of theMeeting.

BOARD OF DIRECTORS KMP s & BOARD MEETINGS

Composition of the Board of directors:

The Company is having total 5 (Five) directors which includes One (1) ManagingDirector and Four (4) Independent Directors including one (1) Women Director and theComposition of the Board is in accordance with the Companies Act 2013 and SEBI (LODR)Regulations 2015. The Chairman of the Board is Non-Promoter and Executive Director.

Independent Directors:

The company has appointed Shri Ramesh Chandra Gujarati and Smt. Namita Shah as theAdditional Director in the Category of Independent Director in the Board on therecommendation of Nomination and Remuneration Committee and approved by the Board w.e.f.8th August 2019 and further approval of the Members is accorded by way ofpassing necessary resolution in the ensuing Annual General Meeting. The company hasreceived declaration from all the directors along with the Non Disqualification in FormDIR-8 and consent to act as the Director. The Company had also received necessarydeclaration from all the independent directors as required under section 149(6) of theCompanies Act 2013 confirming that they meet the criteria of Independence as per theSEBI (LODR) Regulation 2015 and the Companies Act 2013. In the Opinion ofthe Board all the independent directors fulfill the criteria of the independency asrequired under the Companies Act 2013 and the SEBI (LODR) Regulations 2015.

Changes in the Directors and KMP s

During the period the following changes took place in the Board and KMP s

1) Shri Surendra Singh Chairman and Non-Executive Director and Smt. Rani SinghNon-Executive Director has resigned from the Board w.e.f. 13th Feb. 2019;

2) Shri Ranveer Singh was appointed as an Additional Director and further as theManaging Director of the company w.e.f. 13th Feb. 2019;

3) Shri Ranveer Singh has resigned from the post of CEO & KMP w.e.f 13thFeb.2019;

4) Shri Ramesh Chandra Gujarati and Smt. Namita Shah was appointed as an AdditonalDirectors in the category of the Independent Directors of the company w.e.f. 8thAug. 2019.

Directors seeking re-appointment/confirmation in the AGM

Your Board of Directors are proposing for re-appointment/confirmation of the followingDirectors for their appointment in the ensuing Annual General Meeting and proposed to passnecessary resolution as set out in the Notice of the Annual General Meeting which are asfollows:-

1) Confirmation for appointment of Shri Ranveer Singh (DIN: 013566340) as an AdditionalDirector and further as the Managing Director w.e.f. 13thFeb. 2019;

2) Confirmation for appointment of Shri Ramesh Chandra Gujarati (DIN: 08413196) andSmt. Namita Shah (DIN: 08413194) as the Independent Director not liable to retire byrotation for a period of 5 Consecutive year.

Directors liable to retire by rotation:

During the year under review none of the Directors are liable to be retire byrotation.

Key Managerial Personnel:

The company is having Shri Ranveer Singh as the Managing Director Shri Parag Mittal asCompany Secretary and Shri Tarun Joshi as CFO designated as the Key Managerial Persons ofthe Company.

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 Board resolutions.

The notice of Board meeting is given well in advance to all the Directors and otherInvitees. All the meetings of the Board are held at the Corporate Office of the Company.The Agenda of the Board meetings is circulated at least 7(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 2018-19 viz. on 30th May2018 8th August 2018 14th November 2018 and 13th February2019. The maximum interval between any two meetings did not exceed 120 days.

Company s Policy on Directors Appointment and Remuneration

The Board has on the recommendation of the nomination and remuneration committee frameda nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and/or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP s and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given atthe website of the Company at www.gajrabevel.com.

Annual Evaluation by the Board

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 inputs regarding future growth of Company and itsperformance.

iv. Providing perspectives and feedback going beyond information provided by themanagement.

v. Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. Member of the Board has not participated in the discussion ofhis/her evaluation.

COMMITTEES OF THE BOARD

During the year in accordance with the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Board has the following 6 (Six) Committees as follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at theWorkplace

a) Audit Committee

Independent directors and Non-Executive Directors of the Company are members to theAudit Committee viz Shri Parmal Singh Raghuwanshi as the Chairman and Shri DwarikaPrasad Soni and Shri Surendra Singh as the members. On resignation of Shri Surendra Singhfrom the Board Shri Ranveer Singh was appointed as the member of the committee on 13thFeb. 2019.

Further composition of Committee was changed and Shri Ranveer Singh was replaced withShri Ramesh Chandra Gujarati as the member of the Committee w.e.f. 8th Aug.2019. During the period under reporting 4 (Four) meetings of the Audit Committee were heldon 30th May 2018 8th August 2018 14th Nov. 2018 and13th Feb. 2019 which were attended by all the committee members andStatutory Auditors.

The Company Secretary functions as the Compliance Officer and the Secretary to theCommittee. The Statutory Auditor and Internal Auditors are permanent invitee to the AuditCommittee Meetings. The Internal Auditor reports directly to the Audit Committee.

During the year under review the Audit Committee held a separate meeting with theStatutory Auditors and the Internal Auditor to get their inputs on significant mattersrelating to their areas of audit.

b) Nomination and Remuneration Committee

All the Independent Director of the Company are members to the Committee viz ShriParmal Singh Raghuwanshi as the Chairman and Shri Dwarika Prasad Soni and Shri SurendraSingh as the members of the committee.

Further composition of Committee was changed on account of resignation of ShriSurendra Singh on 13th Feb. 2019 and new member Shri Ramesh Chandra Gujaratiwas inserted in the committee on 8th Aug. 2019 within the time period asspecified under the Companies Act 2013 and SEBI Regulations. During the reporting period2 (Two) meeting was held on 8th August 2018 & 13th Feb.2019 which was attended by all the committee members.

c) Stakeholders' Relationship Committee

The members to the Committee viz. Shri Parmal Singh Raghuwanshi as the Chairman andShri Dwarika Prasad Soni and Shri Surendra Singh as the members. On resignation of ShriSurendra Singh from the board Shri Ranveer Singh was appointed as the member of thecommittee.

Further composition of Committee was changed and Shri Ranveer Singh was replaced withShri Ramesh Chandra Gujarati as the member of the Committee w.e.f. 8thAug.2019. During the reporting period 1 (One) meeting was held on 13thFeb. 2019which was attended by all the committee members.

DIRECTORS RESPONSIBILITY STATEMENT

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 annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b) that such accounting policies as mentioned is annexed to financial statements asNote 2 of the Notes to the Financial Statements have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 31st2019 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going 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 to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

No related party transactions were entered during the financial year. Therefore thedisclosure as required under section 134(3)(h) of the Companies Act 2013 and the Rule8(2) of the Companies (Accounts) Rules 2014 and Form AOC-2 is not applicable to theCompany. The Company has developed a Related Party Transactions Operating Procedures forpurpose of identification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the company s website(Link:http://www.gajrabevel.com/public_html/Docs/Policy%20for%20Related%20Party%20transations.pdf/).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

However due to mismatch in the database for Distinctive Number (DN) of Shares of thecompany the SEBI has as per the SEBI vide Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87dated August 1 2019 freeze all the securities held by the promoters and directors of thecompany that are not in compliance with the provisions of SEBI circular no.CIR/MRD/DP/10/2015 dated June 052015.

The Company is taking effective steps in consultation with the Share Transfer Agent forupdation of the DN Data base as well listing of the share pending for listing.

AUDITORS THEIR COMMENTS AND MANAGEMENT REPRESENTATION A. Statutory AuditorsAppointment:

In terms of the provisions of section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s D.N. Jhamb & Co. CharteredAccountants (Firm Registration No. 019675C) was appointed as the statutory auditors ofthe Company to hold office for one term of 5 years commencing from conclusion of the 43rdAnnual General Meeting upto the conclusion of the Annual General Meeting of theCompany to be held in calendar year 2022.

The Auditors Report and the Notes on financial statement for the year 2018-19 referredto in the Auditor s Report are self-explanatory and does not contain any qualificationreservation or adverse remark therefore do not call for any further comments.

B. Cost Audit and Records:

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 2018-19. 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.

C. 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 2018-19 in Form MR-3 isannexed herewith as "Annexure-2".

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 with theBSE authorities and application to BSE Ltd. 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 the Form 17filed 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 company is making efforts to clear the matterand made the payment.

(4) By notification No. 50 388(E) dated 25-11-2016 the SICA Repeal Act 2003 hasbeen notified w. e. f. 01-12-2016 and as per section 252 read with schedule VIII of theinsolvency and bankruptcy code 2016. The reference filled with the BIFR/ABIFR is abatedand the company may file a fresh reference before NCLT within 180 days from that date i.e.31/05/2017 but company has still not filled any reference.

Management Comment/Explanations: The company is taking advise for further action inthat matter and appropriate decision may be taken in due course.

(5) During the year the company has not made any payment towards the dues of MadhyaPradesh Financial Corporation the outstanding as on 31st March 2019 is Rs.890.88 Lakhs. Management Comment/Explanations: The matter is self-explanatory; thereis no need to make further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

In terms of provisions of section 134(3)(ca) of the Companies Act 2013 there were nofraud 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 2018-19.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company s is trying to continue its business operations.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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 "Annexure-3".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments in the company which may affect thefinancial position of the company.

APPLICABILITY OF THE IND-AS

Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules 2015 notifiedvide Notification No. G.S.R. 111(E) on 16thFeb. 2015 provides that if thecompany is a listed company or having a net worth of less than Rs. 500 Crore then Companyis required to comply with the Indian Accounting Standards (IND AS) w.e.f. 1stApril2017. Therefore the company has complied the same w.e.f. 1st April 2017 andthe Financial Results for the year have been prepared according to IND-AS after makingnecessary adjustments as prescribed under Section 133 of the Companies Act 2013.

CORPORATE GOVERNANCE

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. And the company has claimed exemption for the same and gaveintimation of the same to BSE. However your Company firmly believes and adopts thehighest standard of practice under Corporate Governance and follows some of therequirement due to applicability under the Companies Act 2013.

Since the company has claim exemption in respect to submission of Corporate Governancebecause of this the company is not annexing Auditors Certificate on CorporateGovernance Certificate from Practicing company Secretary regarding Non-Disqualificationand a certificate from Managing Director and CFO related to true and fair view ofFinancial Statements as a part of this report.

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2018-19.

CEO & CFO CERTIFICATION

The company has obtained exemption from Regulation 15 in which compliance withreference to Regulation 17 are being exempted hence the company has not obtainedCertificate from Chief Executive Officer/Managing Director and Chief Financial Officerpursuant to Regulation 17(8) of SEBI (LODR) Regulations 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 for the yearended 31stMarch 2019 is annexed herewith as "Annexure-4".

PARTICULARS OF REMUNERATION OF EMPLOYEES

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 2 employees on the Roll andthe Particulars of such employee in respect of the remuneration drawn during the year2018-19 are as under:

S. N o. Name of Employee Designation of the employee Remuneration received Nature of employment whether contractual or otherwise Qualifications and experience of the employee Date of commencement of employment The age of such employee The last employment held by such employee 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 Remarks
1 CS Parag Mittal Company Secretary Rs.199219 Employment B.Com LL.BCS 13.06.2017 28 - No NA
2 Shri Tarun Joshi Chief Financial Officer Rs. 270000 Employment B.com 30.05.2017 62 - No Previously working as account officer

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable tothe Members of the Board and all employees. The Code has been posted on the Company swebsite www.gajrabevel.com .The Code lays down the standard of conduct which is expectedto be followed by the Directors and the designated employees in their business dealingsand in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code.

CSR ACTIVITIES

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 2018-19.

PREVENTION OF INSIDER TRADING

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.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry structure and developments.

The Company was primarily engaged in one segment i.e. manufacturing of DifferentialGears and other activities revolving around the same.

Owing to the Financial Sickness there is no manufacturing and business activity in theCompany after 31st October 2006.

Further since the Company has closed down the production activities its most of theexisting marketing network has been totally disturbed and it has to take effective stepsto further establish its products in the market when it would be able to resume theproduction activities.

(b) Opportunities and Threats.

As India readies an electric vehicle (EV) rush its top components manufacturers arechanging gears to capture a shares of the EV pie both in India and abroad. EV is the nextbig opportunity even if it causes component obsolescence in the short term.

Component makers understand that investing in EV component technology and capacity is amatter of survival. Once the shift happens huge numbers of current components will becomeobsolete. The major threats on the company can be Outdated operating models Balancing thedemand of technology and Govt.

(c) Segment wise or product-wise performance

Company has only one segment i.e. manufacturing of Differential Gears and otheractivities revolving around the same and the financial performance of the product is beingincorporated in the Director s Report section.

(d) Outlook

Companies in the global Automotive Gears market are enhancing the intensity of thecompetition. They are also pursuing adoptions of the latest technology effectivemanufacturing techniques research activities product developments and innovation inorder to set substantial challenges in the Automotive Gears industry and deliver upgradedproducts to their customers. They also perform mergers ventures partnershipsamalgamations as well as promotional activities and brand developments to expand theirbusiness area.

(e) Risks and concerns.

As the Company s plants is closed down due to non-availability of working capital andpresently the Company is having target to come out with the situation. In the presentscenario it is very difficult as well as risky for the management of the company tore-establish and compete with the existing players in the market. Moreover in thechanging design and technology in the automobile sectors the company may need tomodernize its plant with the huge investment. Further that apart from the normal riskdemand-supply conditions raw material prices changes in government regulations taxregimes and economic developments within the country and globally may have direct orindirect impact on the operations of the Company.

(f) Discussion on financial performance with respect to operational performance.

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. Your Company has obtainedunsecured loans of Rs. 2870.17 Lakhs from the strategic investors and from these funds ithas settled the secured loan liabilities of the State Bank of India IDBI MPSISC etc.Your directors place on record their sincere thanks to the lenders for their confidence inthe management of the company. The Company is obliged to repay the loans and/or issueequity shares to the strategic investors.

(g) Material developments in Human Resources / Industrial Relations front includingnumber of people employed.

Since the Company is not having manufacturing activities and it is a sick company theCompany has no staff as such except the officers as required to comply with the provisionsof the Companies Act 2013 as well as SEBI (LODR) Regulations 2015 like CompanySecretary Chief Financial Officer and CEO/MD etc.

(h) Details of significant changes (i.e. change of 25% or more as compared to theimmediately previous financial year) in key financial ratios along with detailedexplanations there for including:

Key Ratio 2018-19 2017-18 Variance Comments for Variation in ratio above 25%
Debtors Turnover Ratio 0 0 0 -
Inventory Turnover Ratio 0 0 0 -
Interest Coverage Ratio 0 0 0 -
Current Ratio 1.60 1.62 -1.23 -
Debt Equity Ratio -1.02 -1.03 0.97% -
Operating Profit Margin (%) 0 -5.31 100% Since the company is not having any Operating Profit due to which the ratio becomes zero
Net Profit Margin (%) 0 0 0 -
Return on networth (Any Change) (0.39%) (0.40%) (0.01%) Since the company is not having any manufacturing activity due to which the return on networth is on negative side.

Note: In calculations of the aforesaid ratios the adjustments for accountingtreatments given to comply with the requirements for IND-AS have not be considered.

CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" which seek todescribe the Company's objectives projections estimates expectations or predictions maybe considered to be "forward looking statements" within the meaning ofapplicable securities laws or regulations.

Part CD & E of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable since the company was having paid upequity share capital not exceeding rupees ten crores and net worth not exceeding rupeestwenty five Crore as on the last day of the previous financial year and the company hasobtained exemption for the same by filing necessary disclosure on BSE.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance andcooperation received from Members of the Company for their confidence and support to themanagement in the adverse financial conditions and hope with their continuing and activesupport.

For and on behalf of the Board
Ranveer Singh
Place: Dewas Chairman & Managing Director
Date: 8th August 2019 DIN: 01356634

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