Your Directors are pleased to present the THIRTIETH ANNUAL REPORT of Companytogether with the Audited Financial Statements for the year ended March 31 2020.
(Rs. In lakhs)
|Particulars ||March 312020 ||March 312019 |
|Total Revenue ||4933.57 ||7470.03 |
|Profit / (Loss) before Interest and Depreciation ||815.44 ||1067.50 |
|Less: Finance Cost ||23.56 ||56.03 |
|Profit/(Loss) Before Depreciation ||791.88 ||1011.47 |
|Less: Depreciation and Amortization Expense ||99.18 ||97.05 |
|Profit /(Loss) Before Tax ||692.69 ||914.42 |
|Provision for taxation || || |
|Less: Current Tax ||174.50 ||250.00 |
|Less: Short / (Excess) Provision of Income Tax of earlier years ||(40.37) ||0.38 |
|Less: Deferred Tax Liability / (Assets) ||(1.41) ||4.89 |
|Net Profit /(Loss) After Tax ||559.98 ||659.16 |
|Add/(Less): Other Comprehensive income ||3.36 ||(2.97) |
|Total Comprehensive Income for the period ||563.34 ||656.19 |
* Footnote: Previous year figures have been regrouped/re-classified whereverrequired.
REVIEW OF OPERATIONS
During the year under review total revenue of your Company has decreased to Rs.4933.57 lakhs as against Rs. 7470.03 lakhs in the previous year and net profit of thecompany for the year has decreased to as compared Rs. 559.98 lakhs to Rs. 659.16 lakhs forthe previous year.
Performance of the company is mainly affected due to fluctuations in currencies Tradewars between major economies geo political developments across borders outbreak ofCOVID-19 lockdown announced by India government and slowdown in Global economy.
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport other than the impact of COVID-19 on the business operations of the Companydetailed in this Report as well as Notes to the Financial Statements of the Company.
IMPACT OF COVID-19
In March 2020 The World Health Organization (WHO) declared COVID-19 a global pandemicconsequent to this Government of India declared nation-wide lockdown on March 24 2020which has impacted normal business operations of the Company. The Company has assessed theimpact of this pandemic on its business operations and has considered all relevantinternal and external information available up to the date of approval of these financialresults to determine the impact on the Company's revenue from operations for foreseeablefuture and the recoverability and carrying value of certain assets such as property plantand equipment investments inventories trade receivables. The impact of COVID-19pandemic on the overall economic environment being uncertain may affect the underlyingassumptions and estimates used to prepare Company's financial results which may differfrom that considered as at the date of approval of the financials results. As thesituation is unprecedented while the lockdown gradually lifted the Company is closelymonitoring the situation as it evolves in the future. The Company does not anticipate anychallenges in its ability to continue as going concern or meeting its financialobligations. At present thought the Company's financial health is in good condition butHowever ultimate financial impact cannot be ascertained which depends up on how earlycountry and the world is getting of the clutch of the subject pandemic.
In order to conserve the resources your directors do not recommend any dividend for theyear under review.
The paid up Equity Share Capital as on March 31 2020 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. 559.98 Lakhs which has beentransferred to surplus in the statement of profit and loss account. Thus total reserve andsurplus stood Rs. 3429.94 Lakhs at the end of the year.
During the year Company has Received Rs. 12.00 Lakhs as unsecured Loan from theDirectors which are exempted under Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. However During the year under review your companyhas not accepted or nor renewed any deposits within the meaning of the Companies Act2013 read with the Companies (Acceptance of Deposits) 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
In accordance with the provisions of section 152 of the Companies Act 2013 Mrs.Shetal Gor (DIN: 07056824) Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment. The Board ofDirectors recommends her re-appointment.
During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee reappointed Mr. Bharatkumar K. Ghodasara (havingDIN: 00032054) as a Whole Time Director of the Company for a period of three years witheffect from September 1 2020 to August 31 2023 subject to approval of members in theforthcoming Annual General Meeting.
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 (with effect from March06 2020)
4. Mrs. Upasna Patel Company Secretary and Compliance Officer (resigned December 212019)
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(l)(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.
The Ministry of Corporate Affairs ('MCA') vide Notification No. G.S.R. 804(E) datedOctober 22 2019 and effective from December 01 2019 has introduced the provisionrelating to inclusion of names of Independent Directors in the Data Bank maintained byIndian Institute of Corporate Affairs ('MCA'). All Independent Directors of your Companyare registered with MCA.
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 evaluatedon various aspects including inter alia degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning.Directors were evaluated on aspects such as attendance and contribution at Board/CommitteeMeetings and guidance/ support to the management 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 financial year ended March 31 2020the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;
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 andthat such internal financial controls are adequate and were operating effectively;
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that 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 Year2019-20 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 of Directors
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 read with Rule 8(3) of the Companies (Accounts) Rules 2014is annexed herewith as 'Annexure- V.
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 ^ 1.02 Crores or more per annumor in receipt of remuneration of ^ 8.50 Lakhs per month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The particulars ofemployees falling under the purview of Section 197 read with Rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided uponrequest.
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.
> STATUTORY AUDITOR
M/s. Samir M. shah Associates (Firm Registration No.l22377W) were appointed asStatutory Auditors of the Company for a period of five consecutive years at the AnnualGeneral Meeting (AGM) of the Members held on September 29 2017 on a remuneration mutuallyagreed upon by the Board of Directors and the Statutory Auditors. Their appointment wassubject to ratification by the Members at every subsequent AGM held after the AGM held onSeptember 29 2017. Pursuant to the amendments made to Section 139 of the Act by theCompanies (Amendment) Act 2017 effective from May 07 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.
The Auditors' Report does not contain any qualification reservation or adverse remark.
> SECRETARIAL AUDITOR
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 M/s. Jignesh Kotadiya & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2020.
Secretarial Audit Report for the year ended March 31 2020 as per Section 204 ofCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as 'Annexure - 3'. It does not containany qualification reservation or adverse remark except for
(i) Out of the total 46.77% of the promoters shareholding of the Company 72.97%of shares held by promoter and promoter group are in dematerialized mode and 27.03% ofshares held by promoter and promoter group are still held in physical mode as on March 312020. However it has been mentioned under Regulation 31(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 to have entire promoters' holding of theCompany in demate form only.
The Company had sent reminders to the promoters for getting their shares in demat.
EXTRACTS OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as perSection 92(3) and 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of Companies(Management and Administration) Rules is annexed as 'Annexure - 4' which forms anintegral part of this Report and is also available on the Company's website and can beaccessed at link 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 - 5'.
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. An Internal Complaint Committee (ICC) hasbeen set up in compliance with the said Act. During the year under review no complaintswere 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 Auditors confirming compliance forms an integral part ofthis Report.
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-7'.
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 Companies Act 2013 and SEBI guidelines which can be accessed onthe Company's website at the web-link: 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 the prescribed Form AOC - 2 is not applicable to
the Company. Necessary disclosures required under the Ind AS 24 have been made in theNotes 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 economicconditions prevailing in the market. Management has taken appropriate measures foridentification of risk elements related to the Industry in which the Company is engagedand is always trying to reduce the impact of such risks. The Company has also formulatedRisk Management Policy and Risk Management Systems are evaluated by the Audit Committee.
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. The CSR policy is available at the Company's weblink i.e. www.galaxybearings.com/investor.html. The CSR activity is annexed herewith as 'Annexure- 8' and the Company will continue to support social projects that are consistent withthe 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 Ltd. The Company has paid annual listing fees for the Financial Year2020-21 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.
Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be 'forward-looking statements' within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.
For and On behalf of the Board of Directors For Galaxy Bearings Limited
| ||Bharatkumar Ghodasara ||Jyotsna Vacahani |
| ||(Whole-time Director) ||(Director) |
| ||DIN:00032054 ||DIN:00535817 |
|Ahmedabad August 21 2020 || || |