Gajra Bevel Gears Ltd.
|BSE: 505711||Sector: Auto|
|NSE: N.A.||ISIN Code: INE282D01010|
|BSE 00:00 | 22 Mar||0.51||
|NSE 05:30 | 01 Jan||Gajra Bevel Gears Ltd|
Gajra Bevel Gears Ltd. (GAJRABEVEL) - Director Report
Company director report
The Members of Gajra Bevel Gears Ltd.
Your Directors presents their 43rdAnnual Report together with the AuditedFinancial Statements for the year ended 31st March 2018.
HIGHLIGHTS OF PERFORMANCE
Total revenue for the year was Rs.0.40 Lakhs as compared to Rs. 0.48 Lakhs inthe previous year hence declined by 16.67%;
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.(14.63) Lakhs as compared to Rs.(53.26) Lakhs in the previous year;
Profit/(Loss) after tax for the year was Rs.(14.63) Lakhs as compared to Rs.(53.26) Lakhs in the previous year.
The Summarized financial results are as under: (Rs. In Lakhs)
*The Company has first time adopted IND AS w.e.f. 1st April 2017accordingly the figures for the previous year ended 31s' March 2017 have beenre-arranged/re-grouped to make comparable with the current year 2017-18 in accordance withIND AS as prescribed under section 133 of the Companies Act 2013.
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 year2017-18. (Previous year 2016-17 - Nil)
SHARE CAPITAL & LISTING
The paid up Equity Share Capital as on 31s' March 2018 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 2018 none of the Directors of the Company holdconvertible instruments of the Company. The Companys 7995400 shares are listed bythe BSE and the Company is making efforts to get listing of the remaining shares whichwere issued on preferential basis on restructuring of loans and otherwise. TheCompanys shares are listed with the BSE only and the trading was restricted duringthe year under surveillance measure. The Company has made payment of the listing fee forthe year 2018-19 to BSE.
TRANSFER TO RESERVE
During the year your company has not transferred any amount to the General Reserves.(Previous year Nil).
Cash and cash equivalent as at 31slMarch 2018 was Rs. 0.71 Lakhs ascompared to Rs. 0.88 Lakhs is previous year).
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 31'lMarch2018. 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.
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)
OVERALL REVIEW AND FUTURE PROSPECTS
The Company had no manufacturing/business activity during the year ended on 31slMarch2018. 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 MPS1DC 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 net worth had alreadybeen eroded long back and based on Audited Balance Sheet asset 30 Sept.'2008 theHonble BIFR had declared the Company as a SICK INDUSTRIAL COMPANY in terms ofsection3(l)(o)of Sicklndustr ial Companies (Special Provisions) Act 1985 and appointed the 1DB1as the 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.
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 etc.
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 thereunder yourcompany has constituted Internal Complaints Committees (ICC). Statement showing the numberof complaints filed during the financial year and the number of complaints pending as onthe end of the financial year is shown as under:
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 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 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 is explained in the Corporate Governance Report and also posted on the website ofthe Company(Link- http://www.gairabevel.com/publichtml/lnvestors.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 2017-18 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 201718.
BOARD OF DIRECTORS KMPs& BOARD MEETINGS Composition of the Board ofdirectors:
The Company is having total 4 (Four) directors which includes One Women director andTwo Independent Directors and the Composition of the Board is in accordance with theCompanies Act 2013 and SEBI (LODR) Regulations 2015. The Chairman of the Board isPromoter and NonExecutive Director. There is no change in the Board of directors of thecompany during the year under review.
The Company have received necessary declaration from all the independent directors
a) Shri Parmal Singh Raghuwanshi; and
b) Shri Dwarika Prasad Soni
as required under section 149(6) of the Companies Act 2013 confirming that they meetthe criteria of Independence as per the SEBI (LODR) Regulation 2015 and the CompaniesAct 2013. In the Opinion of the Board all the independent directors fulfill the criteriaof the independency as required under the Companies Act 2013 and the SEBI (LODR)Regulations 2015.
Independent Directors seeking re-appointment:
Pursuant to the provision of section 149(10) of the Companies Act 2013 a term of5(five) consecutive years on the Board of the Company of Shri Parmal Singh Raghuwanshi(DIN0123921 l)and Shri Dwarika Prasad Soni (DIN 02616313) as Independent Directors will becompleted on 31st March 2019.
However they are eligible for re-appointment on passing of special resolution for asecond term of 5(five) consecutive years. Therefore the Board in their meeting held on 8lhAugust2018 upon the recommendation of the Nomination and Remuneration Committee has recommendedtheir reappointment w.e.f. 1st April 2019 to 31st March 2024. YourBoard of directors recommends to pass necessary special resolutions to that effect as setout in the notice of the ensuing Annual General Meeting.
Directors liable to retire by rotation:
Smt. Rani Singh (DIN:01015696) Director is liable to retire by rotation at the ensuingannual general meeting and being eligible offers herself for re-appointment. Yourdirectors recommends to pass necessary resolution as proposed in the Item No. 2 of theNotice.
Key Managerial Personnel:
Shri Ranveer Singh is the CEO of the company. The Company has appointed Shri TarunJoshi as a CEO and KMP of the company due to resignation of Shri Atul Rangnekar w.e.f. 30lhMay2017 and appointed CS Parag Mittal 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 Personnels during the year. The same is tabled asunder
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 Boards 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 2017-18 viz. on 30lhMay2017 9Ih August 2017 14lh November. 2017 and 13thFebruary 2018. The maximum interval between any two meetings did not exceed 120 days.
Companys 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 KMPs and other employees and their evaluation andincludes other matters as prescribed under the provisions of section 178 of CompaniesAct 2013 and Regulation 19 of SEB1 (LODR) Regulations 2015. Policy of the Company hasbeen given at the website of the Company at www.gairabevel.comand the same are also covered in Corporate Governance Report forming part of this annualreport.
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 SEB1 (LODR)Regulations 2015 the Board has the following 4 (Four) Committees as follows:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Risk management Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
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 31slMarch2018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) that such accounting policies as mentioned annexed to financial statements as Notel&2of 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 31sl2018 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 companys website (Link:
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.
AUDITORS THEIR COMMENTS AND MANAGEMENT REPRESENTATION
A. Statutory Auditors Appointment:
According to applicable provisions of the Companies Act 2013 M/s D.N. Jhamb & Co.Chartered Accountant (F.R.No. 019675C) were appointed as statutory auditors of the companyfor a term of 5 (Five) years at the Annual General Meeting of the Company held on 28thSept. 2017. The Auditors have confirmed that they eligible to continuing as Auditors ofthe Company. Further as per amendment made in section 139 of the Companies Act 2013which came in to force w.e.f. 7th May 2018 the company is not required toratify their appointment.
The Board takes pleasure in stating that no such observation has been made by theAuditors in their report which needs any further explanation by the Board. TheAuditors Report is enclosed with the Financial Statement in this Annual Report.
B. 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.
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 2017-18 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 ancl 253000 shares allotted previously under thepreferential issue on restructuring of debts liabilities and to the promoters for whichlisting application is being made. *As per BSE Records the Number of Listed shares are7995400.
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 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/Exvlanations:'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 B1FR/AB1FR 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/Exvlanations:The company is taking advise for furtheraction in that 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 31" March 2018 is Rs. 890.88Lakhs.
Management Comment/Explanations: The matter is self-explanatory; there is noneed 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 2017-18.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.Accordingly your Companys 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
A. Financial Arrangement:
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 1DBI etc. MPS1SCetc Your directors place on record their sincere thanks to the lenders for theirconfidence in the management of the company. The Company is obliged to repay the loansand/or issue equity shares to the strategic investors.
B. Industry Structure and developments:
Since the Company has closed down the production activities its most of the existingmarketing network has been totally disturbed and it has to take effective steps to furtherestablish its products in the market when it would be able to resume the productionactivities.
C. Risk and Concerns:
As the Companys plants is closed down due to non-availability of working capitaland presently 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.
APPLICABILITY OF THE IND-AS
Rule 4(l)(iii)(a) of the Companies (Indian Accounting Standards) Rules 2015 notifiedvide Notification No.G.S.R. 111(E) on 16lhFeb. 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. lstApril 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.
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.
All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2017-18. A declaration to this effect signed by Chairman andDirector of the Company is contained in this Annual Report.
As per SEBI (LODR) Regulations 2015 a separate section of the Corporate Governancepractices followed by the company together with the certificate from the CompanysAuditor confirming compliance forms an integral part of this Report as "Amtexure-4"
CEO& CFO certification
Certificate obtained from Shri Ranveer Singh Chief Executive Officer and Shri TarunJoshi Chief Financial Officer pursuant to Regulation 17(8) of SEBI (LODR) Regulations2015 and for the year under review was placed before the Board at its meeting held on 30th'May2018.
A copy of the certificate on the financial statements for the financial year endedMarch 31 2018 is annexed along with this Report as "Annexure-5".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 for the yearended 31sl March 2018 is annexed herewith as uAnnexure-6".
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 3 employees on the Roll andthe Particulars of such employee in respect of the remuneration drawn during the year2017-18 are as under:
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 Companyswebsite www.gairabevel.com . The Code lays downthe standard of 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. All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code.
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 2017-18.
PREV ENTION OF INSIDER TRADING
In view of the SEB1 (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 preclearance for dealing in the Companys shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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 Members of the Company for their confidence and support to themanagement in the adverse financial conditions and hope with their continuing and activesupport.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
1.1. Section 177 of the Companies Act 2013 requires every listed company and suchclass or classes of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.The Company has adopted a Code of Conduct for Directors and Senior Management Executives("the Code") which lays down the principles and standards that should governthe actions of the Company and its employees. Any actual or potential violation of theCode howsoever insignificant or perceived as such would be a matter of serious concernfor the Company. Such a vigil mechanism shall provide for adequate safeguards againstvictimization of persons who use such mechanism and also make provision for direct accessto the chairperson of the Audit Committee in appropriate or exceptional cases.
1.2. As per SEBI (LODR) Regulations 2015 between listed companies and the StockExchanges inter alia provides for a non-mandatory requirement for all listed companiesto establish a mechanism called Whistle Blower Policy for employees to reportto the management instances of unethical behavior actual or suspected fraud or violationof the companys Code of Conduct.
1.3. Under these circumstances Gajra Bevel Gears Ltd. being a Listed Company proposesto establish a Whistle Blower Policy/Vigil Mechanism and to formulate a policy for thesame.
2. POLICY OBJECTIVES
2.1. The Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expresstheir concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases.
2.2. This neither releases employees from their duty of confidentiality in the courseof their work nor can it be used as a route for raising malicious or unfounded allegationsagainst people in Authority and/or colleagues in general.
3. SCOPE OF THE POLICY
3.1. This Policy covers malpractices and events which have taken place / suspected tohave taken place misuse or abuse of authority fraud or suspected fraud violation ofcompany rules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.
4.1. "Alleged wrongful conduct" shall mean violation of law.Infringement of Companys rulesmisappropriation of monies actual or suspectedfraud substantial and specific danger to public health and safety or abuse of authority.
4.2. "Audit Committee" means a Committee constituted by the Board ofDirectors of the Company in accordance with the guidelines of Listing Agreement andCompanies Act 2013.
4.3. "Board" means the Board of Directors of the Company.
4.4. "Company" means the Gajra Bevel Gears Ltd. and all its offices.
4.5. "Code" means Code of Conduct for Directors and Senior ManagementExecutives adopted by Gajra Bevel Gears Ltd.
4.6. "Employee" means all the present employees and whole timeDirectors of the Company.
4.7. "Protected Disclosure" means a concern raised by an employee orgroup of employees of the Company through a written communication and made in good faithwhich discloses or demonstrates information about an unethical or improper activity underthe title "SCOPE OF THE POLICY" with respect to the Company. It should befactual and not speculative or in the nature of an interpretation / conclusion and shouldcontain as much specific information as possible to allow for proper assessment of thenature and extent of the concern.
4.8. "Subject" means a person or group of persons against or inrelation to whom a Protected Disclosure is made or evidence gathered during the course ofan investigation.
4.9. "Vigilance and Ethics Officer" means an officer appointed toreceive protected disclosures from whistle blowers maintaining records thereof placingthe same before the Audit Committee for its disposal and informing the Whistle Blower theresult thereof.
4.10. "Whistle Blower" is an employee or group of employees who make aProtected Disclosure Under this Policy and also referred in this policy as complainant.
5.1. All Employees of the Company are eligible to make Protected Disclosures under thePolicy in relation to matters concerning the Company.
6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES
6.1. All Protected Disclosures should be reported in writing by the complainant as soonas possible after the Whistle Blower becomes aware of the same so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English and Hindi.
6.2. The Protected Disclosure should be submitted in a closed and secured envelope andshould be super scribed as "Protected disclosure under the Whistle Blowerpolicy". Alternatively the same can also be sent through email with the subject"Protected disclosure under the Whistle Blower policy". If the complaint is notsuper scribed and closed as mentioned above it will not be possible for the AuditCommittee to protect the complainant and the protected disclosure will be dealt with as ifa normal disclosure. In order to protect identity of the complainant the Vigilance andEthics Officer will not issue any acknowledgement to the complainants and they are advisedneither to write their name /address on the envelope nor enter into any furthercorrespondence with the Vigilance and Ethics Officer. The Vigilance Officer shall assurethat in case any further clarification is required he will get in touch with thecomplainant.
6.3. The Protected Disclosure should be forwarded under a covering letter signed by thecomplainant. The Vigilance Officer and ethics/Chairman of the Audit Committee/ MD/Chairman as the case may be shall detach the covering letter bearing the identity of theWhistle Blower and process only the Protected Disclosure.
6.4. All Protected Disclosures should be addressed to the Vigilance and ethics Officerof the Company or to the Chairman of the Audit Committee/ MD/ Chairman in exceptionalcases. The contact details of the Vigilance Officer is as under:-
Name and Address -CS Parag Mittal Gajra Bevel Gears Ltd.
Industrial Area A.B. Road Dewas (M.P.) 455001 Email -
6.5. Protected Disclosure against the Vigilance and Ethics Officer should be addressedto the Chairman of the Company and the Protected Disclosure against the Chairman andManaging director of the Company should be addressed to the Chairman of the AuditCommittee. The contact details of the Chairman & Director and the Chairman of theAudit Committee are as under:
Name and Address of Chairman and Director - Shri Surendra Singh Gajra Bevel Gears Ltd.
Garha House Kanadia Road.lndore (M.P.) 452001 Email :
Name and Address of the Chairman of the Audit Committee:
Shri Parmal Singh Raghuwanshi
147 Tilak Nagar Dewas Road Indore (M.P.) 453001
6.6. On receipt of the protected disclosure the Vigilance and Ethics Officer/Chairman& Managing Director/Chairman of the Audit Committee as the case may be shall make arecord of the Protected Disclosure and also ascertain from the complainant whether he wasthe person who made the protected disclosure or not. He shall also carry out initialinvestigation either himself or by involving any other Officer of the Company or anoutside agency before referring the matter to the Audit Committee of the Company forfurther appropriate investigation and needful action. The record will include:
a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone and if sothe outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the same subject;
d) Details of actions taken by Vigilance and Ethics Officer / Chairman & ManagingDirector for processing the complaint;
e) Findings of the Audit Committee;
f) The recommendations of the Audit Committee/ other action(s).
6.7. The Audit Committee if deems fit may call for further information or particularsfrom the complainant.
7.1. All protected disclosures under this policy will be recorded and thoroughlyinvestigated. The Audit Committee may investigate and may at its discretion considerinvolving any other Officer of the Company and/ or an outside agency for the purpose ofinvestigation.
7.2. The decision to conduct an investigation is by itself not an accusation and shouldbe treated as a neutral fact-finding process.
7.3. Subject(s) will normally be informed in writing of the allegations at the outsetof a formal investigation and have opportunities for providing their inputs during theinvestigation.
7.4. Subject(s) shall have a duty to co-operate with the Audit Committee or any of theOfficers Appointed by it in this regard.
7.5. Subjects) have a right to consult with a person or persons of their choice otherthan the Vigilance And Ethics Officer/Investigators and/or members of the Audit Committeeand/or the Whistle Blower.
7.6. Subject(s) have a responsibility not to interfere with the investigation. Evidenceshall not be with held destroyed or tampered with and witness shall not be influencedcoached threatened or intimidated by the subject(s).
7.7. Unless there are compelling reasons not to do so subject(s) will be given theopportunity to respond to material findings contained in the investigation report. Noallegation of wrong doing against a subject(s) shall be considered as maintainable unlessthere is good evidence in support of the allegation.
7.8. Subject(s) have a right to be informed of the outcome of the investigations. Tfallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company.
7.9. The investigation shall be completed normally within 90 days of the receipt of theprotected disclosure and is extendable by such period as the Audit Committee deems fit.
8. DECISION AND REPORTING
8.1. If an investigation leads the Vigilance and Ethics Officer/Chairman of the AuditCommittee to conclude that an improper or unethical act has been committed the Vigilanceand Ethics Officer / Chairman of the Audit Committee shall recommend to the management ofthe Company to take such disciplinary or corrective action as he may deem fit. It isclarified that any disciplinary or corrective action initiated against the Subject as aresult of the findings of an investigation pursuant to this Policy shall adhere to theapplicable personnel or staff conduct and disciplinary procedures.
8.2. The Vigilance and Ethics Officer shall submit a report to the Chairman of theAudit Committee on a regular basis about all Protected Disclosures referred to him/hersince the last report together with the results of investigations if any.
8.3. In case the Subject is the Chairman & Managing Director of the Company theChairman of the Audit Committee after examining the Protected Disclosure shall forward theprotected disclosure to other members of the Audit Committee if deemed fit. The AuditCommittee shall appropriately and expeditiously investigate the Protected Disclosure.
8.4. If the report of investigation is not to the satisfaction of the complainant thecomplainant has the right to report the event to the appropriate legal or investigatingagency.
8.5. A complainant who makes false allegations of unethical & improper practices orabout alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or theAudit Committee shall be subject to appropriate disciplinary action in accordance with therules procedures and policies of the Company.
9. SECRECY / CONFIDENTIALITY
9.1. The complainant Vigilance and Ethics Officer Members of Audit Committee theSubject and everybody involved in the process shall:
9.1.1. Maintain confidentiality of all matters under this Policy
9.1.2. Discuss only to the extent or with those persons as required under this policyfor completing the process of investigations.
9.1.3. Not keep the papers unattended anywhere at any time
9.1.4. Keep the electronic mails / files under password.
10.1. No unfair treatment will be meted out to a Whistle Blower by virtue of his/ herhaving reported a Protected Disclosure under this policy. The company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blowers. Complete protection willtherefore be given to Whistle Blowers against any unfair practice like retaliationthreat or intimidation of Termination/suspension of service disciplinary actiontransfer demotion refusal of promotion or the like including any direct or indirect useof authority to obstruct the Whistle Blowers right to continue to perform hisduties/ functions including making further Protected Disclosure. The company will takesteps to minimize difficulties which the Whistle Blower may experience as a result ofmaking the Protected Disclosure. Thus if the Whistle Blower is required to give evidencein criminal or disciplinary proceedings the Company will arrange for the Whistle Blowerto receive advice about the procedure etc.
10.2. A Whistle Blower may report any violation of the above clause to the Chairman ofthe Audit Committee who shall investigate into the same and recommend suitable action tothe management.
10.3. The identity of the Whistle Blower shall be kept confidential to the extentpossible and permitted under law. The identity of the complainant will not be revealedunless he himself has made either his details public or disclosed his identity to anyother office or authority. In the event of the identity of the complainant beingdisclosed the Audit Committee is authorized to initiate appropriate action as per extantregulations against the person or agency making such disclosure. The identity of theWhistle Blower if known shall remain confidential to those persons directly involved inapplying this policy unless the issue requires investigation by law enforcement agenciesin which case members of the organization are subject to subpoena.
10.4. Any other Employee assisting in the said investigation shall also be protected tothe same extent as the Whistle Blower.
10.5. Provided however that the complainant before making a complaint has reasonablebelief that an issue exists and he has acted in good faith. Any complaint not made in goodfaith as assessed as such by the Audit Committee shall be viewed seriously and thecomplainant shall be subject to disciplinary action as per the Rules/certified standingorders of the Company. This policy does not protect an employee from an adverse actiontaken independent of his disclosure of unethical and improper practice etc. unrelated to adisclosure made pursuant to this policy.
11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
11.1. The Whistle Blower shall have right to access Chairman of the Audit Committeedirectly in exceptional cases and the Chairman of the Audit Committee is authorized toprescribe suitable directions in this regards
12.1. A Whistle Blower policy cannot be effective unless it is properly communicated toemployees. Employees shall be informed through by publishing in notice board and thewebsite of the company.
13. RETENTION OF DOCUMENTS
13.1. All Protected disclosures in writing or documented along with the results ofInvestigation relating thereto shall be retained by the Company for a period of 7 (seven)years or such other period as specified by any other law in force whichever is more.
14. ADMINISTRATION AND REVIEW OF THE POLICY
14.1. The Chairman & Managing Director shall be responsible for the administrationinterpretation bring about necessary changes to this Policy if required at any stagewith the concurrence of the Audit Committee.
15.1. The Company reserves its right to amend or modify this Policy in whole or inpart at any time without assigning any reason whatsoever. However no such amendment ormodification will be binding on the Employees and Directors unless the same is notified tothem in writing.