The Members of
Galaxy Bearings Limited
Your directors are pleased to present the THIRTY SECOND ANNUAL REPORT of Companytogether with the Audited Financial Statements for the year ended March 31 2022.
|FINANCIAL SUMMARY || ||(Rs. In lakhs) |
|Particulars ||March 31 2022 ||March 31 2021 |
|Total Revenue ||10569.85 ||6328.92 |
|Profit / (Loss) before Interest and Depreciation ||1997.25 ||1213.49 |
|Less: Finance Cost ||34.22 ||16.94 |
|Profit/(Loss) Before Depreciation ||1963.03 ||1196.55 |
|Less: Depreciation and Amortization Expense ||180.43 ||142.90 |
|Profit /(Loss) Before Tax ||1782.60 ||1053.65 |
|Provision for taxation || || |
|Less: Current Tax ||455.00 ||263.00 |
|Less: Short / (Excess) Provision of Income Tax of earlier years ||(5.07) ||NIL |
|Less: Deferred Tax Liability / (Assets) ||4.11 ||5.12 |
|Net Profit /(Loss) After Tax ||1328.57 ||785.53 |
|Add/(Less): Other Comprehensive income ||(2.64) ||2.35 |
|Total Comprehensive Income for the period ||1325.93 ||787.88 |
*Footnote: Previous year figures have been regrouped/re-classified whereverrequired.
REVIEW OF OPERATIONS
During the year under review the total revenue of the Company has increased to Rs.10569.85 lakhs from Rs. 6328.92 Lakhs in financial year 2020-21 and the Profit After Taxhas risen up to Rs. 1328.57 Lakh as against Rs. 787.88 Lakh in the previous year.
In order to conserve the resources your directors do not recommend any dividend forthe year under review.
The paid-up Equity Share Capital as on March 31 2022 was Rs. 318.00 Lakhs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
AMOUNTS TRANSFER TO RESERVES
During the year under review the Company has not transferred any amount to GeneralReserve of the Company. The Company earned net profit of Rs. 1328.57 Lakhs which has beentransferred to surplus in the statement of profit and loss account. Thus total reserveand surplus stood Rs. 5543.75 Lakhs at the end of the year.
During the year under review your company has not accepted or nor renewed any depositswithin the meaning of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Asper notification issued by SEBI transfer of shares in physical form has been stoppedwith effect from April 01 2019. The shareholders who continue to hold shares in physicalform even after April 01 2019 will not be able to lodge the shares with company / itsRTA for further transfer. Such shareholders have to mandatorily convert their physicalshares to demat form in order to give effect of any transfer. Only the requests fortransmission and transposition of securities in physical form will be accepted by theCompany / RTAs.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company or Joint Venture Company or AssociateCompany during the year under review. Henceforth the Company is not required to furnishthe details of Section 129(3).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. NavinchandraMohanlal Patel (DIN: 00016860) Non-Executive-Non-Independent Director of the Company whois longest in the office of a director is retiring by rotation at the ensuing annualgeneral meeting. On August 03 2022 the Company had informed Mr. Navinchandra MohanlalPatel that pursuant to the aforesaid provision of the Companies Act 2013 he is retiringby rotation at the ensuing Annual General Meeting and also requested him to confirm /inform to the Company about his willingness to continue as Director so that he can beconsidered for re-appointment at the Annual General Meeting. However Mr. NavinchandraMohanlal Patel has neither responded to the said letter nor has made any communicationabout his willingness for such re-appointment. In view of the above the members arerequested to consider retirement of Mr. Navinchandra Mohanlal Patel from the office of adirector of the Company from the day of the ensuing Annual General Meeting and consideringthe present composition of the Board the vacancy so created may not be filled up.Necessary resolution in the matter is proposed in the notice of the Annual General Meetingfor consideration of the members.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel's(KMP) are as mentioned below:
1. Mr. Bharatkumar Ghodasara Whole Time Director
2. Mr. Dixit Patel Chief Financial Officer
3. Ms. Urvashi Gandhi Company Secretary and Compliance Officer (upto July 08 2022)
All Independent Directors of the Company have given declarations that they meet theconditions of independence as laid down under Section 149(6) of the Act and Regulation16(1) (b) of the Listing Regulations. In the opinion of the Board the IndependentDirectors fulfill the said conditions of independence. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics. In terms of requirements of the Listing Regulations the Board has identified coreskills expertise and competencies of the Directors in the context of the Company'sbusinesses for effective functioning which are detailed in the Corporate GovernanceReport.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014 as amended Independent Directors of the Companyhave confirmed that they have registered themselves with the databank maintained by theIndian Institute of Corporate Affairs Manesar (IICA').
In the opinion of the Board the independent directors possess the requisite integrityexperience expertise proficiency and qualifications.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015 theBoard of Directors has undertaken an annual evaluation of its own performance performanceof its various Committees and individual
Directors. The Board's functioning was evaluated on various aspects including interalia degree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning. Directors were evaluated on aspects such asattendance and contribution at Board/Committee Meetings and guidance/support to themanagement outside Board/Committee Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act 2013your Directors confirm that: a) In preparation of the annual accounts for the financialyear ended March 31 2022 the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures if any; b) They have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit of the company for thatperiod; c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; d) They have prepared the annual accounts on a going concern basis; e)They have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; f) They havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year2021-22 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following statutory Committees constituted bythe Board function according to their respective Roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee
The details of the Committees of the Board along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo stipulated as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the
Companies (Accounts) Rules 2014 is annexed herewith as Annexure - 1'.
PARTICULARS OF EMPLOYEES
The particulars of employees in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time is annexed herewith as Annexure- 2'.
There were no employee(s) in receipt of remuneration of Rs. 1.02 Crores or more perannum or in receipt of remuneration of Rs. 8.50 Lakhs per month under Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Theparticulars of employees falling under the purview of Section 197 read with Rule 5(2) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request.
In terms of Section 136 of the Companies Act 2013 the Report and accounts are beingsent to the members and others entitled thereto excluding the information on employees'particulars which is available for inspection by members at the registered office of theCompany during business hours on working days of the Company upto the ensuing AnnualGeneral Meeting. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary in this regard.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company is in compliance of applicable secretarial standards issued by theInstitute of Company Secretaries of India from time to time.
M/s. Samir M. Shah & Associates (Firm Registration No. 122377W) the existingstatutory auditors of the Company has completed their tenure as Statutory Auditor of theCompany. The Board has recommended the appointment of M/s. J. T. Shah & Company (FirmRegistration No. 109616W) Chartered Accountants Ahmedabad as the statutory auditors ofthe Company for a term of five consecutive years from the conclusion of the Thirty-SecondAnnual General Meeting till the conclusion of the Thirty-Seventh Annual General Meetingfor approval of shareholders of the Company based on the recommendation of the AuditCommittee at such remuneration as may be determined by the Board of Directors.
The Auditors' Report does not contain any qualification reservation or adverse remark.
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 hadappointed M/s. Jignesh Kotadiya & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2021-22. Secretarial Audit Reportfor the year ended March 31 2022 as per Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as
Annexure-3'. It does not contain any qualification reservation or adverseremark except for:
(i) 100% Promoters' holding of the Company is not in dematerialized mode. As perRegulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 to have entire promoters' holding of the Company in dematerialized mode only.
The Company had sent several reminders to the promoters for getting their shares indematerialized mode.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2022 is available on the Company's website is available on the website ofCompany at www.galaxybearings.com/investor.html.
NOMINATION AND REMUNERATION POLICY
The policy of the Company on Nomination and Remuneration of Directors Key ManagerialPersonnel Senior Management Personnel and other employees under Sub section (3) ofSection 178 of the Companies Act 2013 is annexed herewith as Annexure - 4'.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors andEmployees to report about unethical behavior actual or suspected fraud. The mechanismprovides for adequate safeguards against victimization of Directors and employees whoavail of the mechanism. In exceptional cases Directors and employees have direct accessto the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on thewebsite of the Company at www.galaxybearings.com/investor.html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employees arecovered under the above policy. The said policy has been uploaded on the internal portalof the Company for information of all employees. During the year under review nocomplaints were reported to the Board.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's auditor confirming compliance forms an integral part ofthis Report as Annexure-5'.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofSEBI (LODR) Regulations 2015 with the Stock Exchanges is presented in a separate sectionwhich forms a part of the Annual Report annexed as Annexure-6'.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
During the year under review the company has not given any loans or guarantees orprovided security(ies) and has not made any investments as covered under the provisions ofsection 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions in accordance withrelevant provisions of the Companies Act 2013 and SEBI guidelines which can be accessedon the Company's website at: www.galaxybearings.com/investor.html
Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis therefore details required to beprovided in Form AOC-2 is not applicable to the Company. Necessary disclosures requiredunder the Ind AS-24 have been made in the Notes to Financial Statements.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to the Company. The
Company's future growth is linked with general economic conditions prevailing in themarket. Management has taken appropriate measures for identification of risk elementsrelated to the industry in which the Company is engaged and is always trying to reducethe impact of such risks.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the areas of environment sustainabilityAgroforestry Maintaining quality of soil and water. These projects are in accordance withSchedule VII of the Act and the Company's CSR policy.
In terms of section 135 and Schedule VII of the Companies Act 2013 the Board ofDirectors of your Company has constituted a CSR Committee. The Annual Report on CSRactivities is annexed to this Report as Annexure 7'. The CSR policy isavailable at the Company's web link i.e. www.galaxybearings.com/investor.html.Further the Company promises to continue to support social projects that are consistentwith the Policy.
MAINTENANCE OF COST RECORDS
The Directors of the Company to the best of their knowledge and belief state thatCompany has maintained adequate cost records as required to be maintained by the Companyunder the provisions of Section 148 of the Companies Act 2013 read with the relevantrules made framed thereunder.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control system to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The internal auditor of the Companychecks and verifies the internal control and monitors them in accordance with policyadopted by the Company.
LISTINGS OF SHARES
The Equity shares of the Company are presently listed with the BSE i.e. The BombayStock Exchange Limited. The Company has paid annual listing fees for the Financial Year2022-23 to BSE.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant/material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its operations infuture.
The Directors thank the Company's employees customers vendors investors and academicpartners for their continuous support. We place on record our appreciation for thecontribution made by our employees at all levels. Our consistent growth was made possibleby their hard work solidarity cooperation and support. Your directors also wish to thankits dealers agents suppliers and bankers for their continued support and faith reposedin the Company.
|For and on behalf of the Board of Directors |
|For Galaxy Bearings Limited |
|Date: August 13 2022 ||Bharatkumar Ghodasara ||Jyotsna Vachhani |
|Place: Ahmedabad ||Whole-time Director ||Director |
| ||DIN: 00032054 ||DIN: 00535817 |