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Galaxy Bearings Ltd.

BSE: 526073 Sector: Engineering
NSE: N.A. ISIN Code: INE020S01012
BSE 00:00 | 17 Aug 89.35 -4.70
(-5.00%)
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NSE 05:30 | 01 Jan Galaxy Bearings Ltd
OPEN 98.75
PREVIOUS CLOSE 94.05
VOLUME 1600
52-Week high 141.00
52-Week low 17.60
P/E 6.68
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 98.75
CLOSE 94.05
VOLUME 1600
52-Week high 141.00
52-Week low 17.60
P/E 6.68
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Galaxy Bearings Ltd. (GALAXYBEARINGS) - Director Report

Company director report

To

Dear Shareholder

The Directors have pleasure in presenting the 27h Annual Report of yourCompany together with the Audited Financial Statement for the financial year ended 31slMarch 2017.

FINANCIAL SUMMARY

(Rs. in lacs except per equity share data)

Particulars

For the Year ended

31.03.2017 31.03.2016
Total Revenue 4339.52 3740.98
Profit/ (Loss) before Interest and Depreciation 707.59 548.48
Less: Finance Cost 126.68 175.34
Profit/(Loss) Before Depreciation 580.91 373.14
Less: Depreciation and Amortisation Expense 137.19 116.41
Profit /(Loss) Before Tax 443.72 256.73
Provision for taxation
Less: Current Tax 158.00 80.00
Less: Short / fExcess) Provision of Income Tax of earlier years (0-59) (0.93)
Less: Deferred Tax Liability / (Assets) (07.64) 18.07
Net Profit /(Loss) After Tax 293.95 159.59
Balance of Surplus brought forward from previous year 1544.95 1385.36
SURPLUS CARRIED TO BALANCE SHEET 1838.91 1544.95
GENERAL RESERVE 16.89 16.89
TOTAL RESEREVES& SURPLUS 1855.80 1561.85
Paid up Share Capital 318.00 318.00
Net worth 2173.80 1879.85

Footnote: Previous year figures have been regrouped/re-classified wherever required.

REVIEW OF OPERA TIONS

During the year under review total revenue of your Company has increased to Rs.4339.52 lacs as against Rs. 3740.98 lacs in the previous year and net profit of thecompany for the year has increased to Rs. 293.95 lacs as compared to 159.59 lacs for theprevious year.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors areof the opinion to make sound economic base for the Company and in order to conserve theresources; do not recommend any dividend for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on 31rt March 2017 was '318.00 Lacs.During the year under review the Company has not issued any shares. The Company has notissued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares 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. 293.95 Lacs which has beentransferred to surplus in the statement of profit and loss account Thus total reserve andsurplus stood Rs. 1855.80 Lacs at the end of the year.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

PUBLIC DEPOSITS

During the year under review your company has not accepted or nor renewed any depositswithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

SUBSIDIARIES

The Company docs not have any subsidiary company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of executive and non-executive directors including Independentdirectors who have wide and varied experience in different disciplines of corporatefunctioning.

Pursuant to section 152 of the Companies Act 2013 Mrs. Tuhina R. Bera (having DIN:07063420) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for re-appointment. The Directors recommend herre-appointment.

Mr. Vinodrai H. Kansagara Managing Director of the company has resigned from his postwith effect from 31st May 2017 and he is continue as a Director of thecompany. The Board of Directors place on record the contribution made by him as ManagingDirector of our company. Mr. Nayan S. Patel resigned from the post of Company Secretaryand Compliance Officer with effect from 13th May 2017. The Board of Directorshas appointed Mr. Bharatkumar K. Ghodasara (having DIN: 00032054) as a Whole Time Directorof the Company for a period of three years with effect from lsl September 2017to 31st August 2020 subject to approval of members in the forthcoming AnnualGeneral Meeting.

DECLARA TION BY INDEPENDENT DIRECTORS

Pursuant to the requirement of Section 149(7) of the Companies Act 2013 theIndependent Directors have submitted their declaration to the Board that they meet thecriteria of independence as stipulated in Section 149(6) of the Companies Act 2013.

BOARD AND COMMITTEE MEETINGS

A. Board Meetings

During the year. Seven (7) meetings of the Board of Directors were convened and held on28lh May 2016 20lh Jun 2016 11* August 2016 27* October 201614* February 2017- 02nd March 2017 and 17* March 2017. The intervening gapbetween two consecutive meetings was not more than one hundred and twenty days. Details ofcomposition of the Board as on 31st March 2017 are given below:

Name of Directors Category
Mrs. Jyotsnabcn S. Vachhani (Chairperson) NEID
Mr. Vinodrai H. Kansagara ED
Mr. Bharatkumar K. Ghodasara ED
Mr. Navinchandra M. Patel NED
Mr. Rashmikant V. Bhalodia NED
Mr. Jitendra V. Shah NEID
Mr. Pradip C. Khetani NEID
Mr. Shetal D. Gor NED
Mr. Tuhina R. Bera NED
•postponed for some business

ED:- Executive Director NED:- Non Executive Director and NEID:- Non-ExecutiveIndependent Director B. Audit Committee Meetings

The Audit Committee has been reconstituted at a board meeting held on 28* May 2016.During the Financial Year 2016-17 Four (4) meetings of the Audit Committee were held on28* May 2016 11* August 2016 27* October 2016 and 10* February 2017. Details ofcomposition of the Committee as on 31s1 March 2017 are given below:

Name of Directors Designation Category
Mrs. Jyotsnaben S. Vachhani Chairperson NEID
Mr. Jitendra V. Shah Member NEID
Mr. Rashmikant V. Bhalodia (up to 28* May 2016) Member NED
Mr. Fradip C. Khetani (w.e.f. 28thMay 2016) Member NEID

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been reconstituted at a board meeting heldon 28th May 2016. During the Financial Year 2016-17 Four (4) meetings of theStakeholders Relationship Committee were held on 20th June 201611thAugust 2016 27h October 2016 and 24th February 2017. Details ofcomposition of the Committee as on 31st March 2017 are given below:

Name of Directors Designation Category
Mrs. Jyotsnaben S. Vachhani (w.e.f. 28* May. 2016) Chairperson NEID
Mr. Navinbhai M. Patel (up to 28th May 2016) Chairman NED
Mr. Jitendra V. Shah Member NEID
Mr. Vinodrai H. Kansagara Member ED
Mr. Bharatkumar K. Ghodasara Member ED

D. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been reconstituted at a board meetingheld on 28th May 2016. There was no requirement to hold Nomination andRemuneration Committee meeting during the Financial Year 2016-17. Details of compositionof the Nomination and Remuneration Committee as on 31st March 2017 are givenbelow:

Name of Directors Designation Category
Mr. Jitendra V. Shah Chairman NEID
Mrs. Jyotsnaben S. Vachhani Member NEID
Mr. Pradip C. Khetani (w.e.f. 28th May 2016) Member NEID
Mr. Navinbhai M. Patel (up to 28th May 2016) Member NED

E. Risk Management Committee

There was no requirement to hold Risk Management Committee meeting during the FinancialYear 2016-17. Details of composition of the Risk Management Committee as on 31stMarch 2017 arc given below:

Name of Directors Designation Category
Mr. Bharatkumar K. Ghodasara Chairman ED
Mr. Navinbhai M. Patel Member NED
Mr. Rashmikant V. Bhalodia Member NED

F. Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company without the attendance ofNon-Independent Directors and members of management was held on 22nd March2017 as required under the Companies Act 2013 and Regulation 25(3) of the Securities andExchange Board of India (Listing obligations and Disclosure Requirements) Regulations2015. At the Meeting the Independent Directors:

? Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Director and Non-Executive Directors; and

• Assessed the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS

The Board has carried out an annual evaluation of its own performance performance ofthe Directors as well as the evaluation of the working of its Committees. The Board'sfunctioning was evaluated on various aspects including inter alia degree of fulfillmentof key responsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning. Directors were evaluated on aspects such as attendance and contribution atBoard/Committee Meetings and guidance/ support to the management outside Board/CommitteeMeetings. The performance evaluation of the Independent Directors was carried out by theentire Board excluding the Director being evaluated. The performance evaluation of theNon Independent Directors was carried out by the Independent Directors who also reviewedthe performance of the Board as a whole.

DIRECTORS' RESPONSIBILITY ST A TEMENT

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 31slMarch 2017 the applicable Accounting Standards have been followed along with properexplanation relating 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 profitand loss of 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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 arc 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.

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 wriththe 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 asAnnexure - 2'.

The particulars of employees falling under the purview of Section 197 read with Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are NIL.

AUDITORS

A. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. J. T. Shah and Company (Firm Reg. No. 109616W)Chartered Accountants the existing Statutory Auditor of the Company has completed themaximum tenure that he could hold as the Statutory Auditor of the Company hence AuditCommittee has recommended to the Board for the appointment of new Statutory Auditor

viz. M/s. Samir M. Shah & Associates (Firm Reg. No. 122377W) CharteredAccountants Ahmedabad as the Statutory Auditor of Company in place of M/s. J. T. Shahand Company to hold office for 5 years period viz. from the conclusion of 27thAGM of Company up to conclusion of its 32nd AGM; subject toapproval/ratification of their appointment by the members in ensuing AGM and subsequentAGMs of the Company as may be applicable till the expiry of their term.

M/s. Samir M. Shah& Associates (Firm Reg. No. 122377W) have confirmed theireligibility to the effect that if their appointment is made by the members in the ensuingAnnual General Meeting it shall be within the prescribed limits and they have alsoconfirmed that they arc not disqualified for such appointment. Ncccssaiy resolution forappointment of the said Auditor is included in the Notice of AGM for seeking approval ofmembers.

B. SECRETARIAL AUDITORS

The Board pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 includingany statutory modification(s) or re-enactment thereof was appointed Mr. R. S. SharmaPractising Company Secretary as the Secretarial Auditors of the Company to conduct theSecretarial Audit of the Company for the year ended 31st March 2017. Due tohis death Board had appointed Mrs. Palak Pancholi Practising Company Secretary as theSecretarial Auditor of the Company for the year ended 31st March 2017 to fillcasual vacancy of Secretarial Auditor of the company in place of Late R. S. Sharma.

C. INTERNAL AUDITORS

The Company has appointed M/s. R. H. Bhimani & Associates Chartered Accountantsas Internal Auditor of the company.

AUDITORS'REPORT

The Auditors' Report for the year ended 31s: March 2017 and the notesforming part of the accounts referred to in the Auditor's Report arc self-explanatory andgive complete information. The Auditors' Report docs not contain any qualificationreservation or adverse remark.

SECRETARIAL A UDIT REPORT

Secretarial Audit Report for the year ended 31st March 2017 as per Section204 of Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPers onnel) Rules 2014 is annexed herewith as ‘Annexure - 3\

EXTRACTS OF ANNUAL RETURN

The extract of Annual Return in Form No. MGT - 9 as per Section 92(3) and 134(3)(a) ofthe Companies Act 2013 read with Rule 12(1) of Companies (Management and Administration)Rules 2014 is annexed herewith as ‘Annexure- 4'.

NOMINA TION AND REMUNERA TION 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.

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

The Company has in place an anti sexual harassment policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the year under review the Company received no complaint of sexualharassment.

CORPORA TE GOVERNANCE AND MANAGEMENT DISCUSSION& ANALYSIS REPORT

As per regulation 15(2) of the SEBI (lasting Obligations and Disclosure Requirements)Regulations 2015 various regulations related to Corporate Governance under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 not applicable to the company.The Management Discussion and Analysis is made a part of this report

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

During the year under review the company has not given any loans or guarantees orprovided sccurity(ics) and has not made any investments covered under the provisions ofsection 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

During the year the Company did not enter into any contract/arrangement/transactionwith related parties.

RISK MANAGEMENT POLICY

The Board reviews the risks associated with the Company every year while consideringthe business plan. Considering the size of the Company and its activities it is felt thatthe development and implementation of a risk management policy is not relevant to theCompany and in the opinion of the Board there are no risks which may threaten theexistence of the Company

CORPORA TE SOCIAL RESPONSIBILITY

The provisions of Companies Act 2013 regarding Corporate Social Responsibility arc notapplicable to the company. INTERNAL 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 arc properlyauthorized re corded 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 year 2017-18 to BSE.

SIGNIFICANT AND MA TERIAL ORDERS PASSED BY THE REGULA TORS 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.

MATERIAL CHANGES

No material Changes have taken place since the closure of the financial accounts up tothe date of the report which may substantially affect the financial performance or thestatement of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to thank all the employees of the Company for their dedicatedservice during the year. They would also like to place on record their appreciation forthe continued co-operation and support received by the Company during the year fromShareholders Investors Dealers Suppliers Customers Corporation Governmentauthorities Bankers and other stakeholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Date: llh August 2017 Mr. Bharatkumar K. Ghodasara Mrs. lyotsnaben S. Vachhani
Place: Ahmedabad (Managing Director) (Director)
DIN:00032054 DIN:00535817

ANNEXURE-1

Particulars of Conservation of energy technology absorption and foreign exchangeearnings and outgo as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8of The Companies (Accounts) Rules 2014 forming part of the Directors' Report for the yearended 31s: March 2017.

A. CONSERVATION OF ENERGY: -

(i) the steps taken or impact on conservation of energy: -

In line with the Company's commitment towards conversion of energy Company continuewith their efforts aimed at improving energy efficiency practices by:-

• More usage of electricity purchased from PGVCL.

• Improved efficiency of own generation by usage of diesel generator only foremergencies and as stand by.

• Intensified vigil on wastage/leakage control.

(ii) the steps taken by the company for utilizing alternate sources of energy:- NotApplicable

(iii) the capital investment on energy conservation equipments:- Not Applicable

B. TECHNOLOGY ABSORPTION: -

(i) the efforts made towards technology absorption: -

- The technology is indigenous and Company has fully absorbed.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: -

- Not Applicable

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial vearl: -

Details of technology Imported Year of Import Whether fully absorbed
GRINDING MACHINES- OROD IRT IRL ORT IRTSF ORTSF IRB(ROUGH) ORT(ROUGH) IRLSF - Used for bearing raceway grinding and super finish operation. 2015-16 Yes
POST PROCESS GAUGE- Used for bore checking after bore grinding online. 2015-16 Yes
AUTO LOADER AUTO LINING MACHINE CONNECTION LINE- Used as a part of conveyor for movement of materials. 2015-16 Yes
NOISEIVIBRATION TESTER- Used for testing of bearing noise and vibration. 2015-16 Yes

(iv) the expenditure incurred on Research and Development: -

- Specific expenditure of recurring or capital nature is not involved.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: -

Particulars 2016-17 2015-16
(Rs. in lacs) (Rs. in lacs)
Foreign Exchange Earned 2154.89 2011.25
Outgo of Foreign Exchange (Traveling Exp. and foreign Bank Charges) 18.15 34.42

Annexure to the Directors' Report

Information as required pursuant to Section 197 read with Rule 5fll of the CompaniesfAppointment and_Remu_neration of Managerial Personnel)_Ruje-s-2.0.14

i. The Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the F. Y. 2016 -17.

Director's Name Designation Ratio to median remuneration
Mr. Vinodrai 11. Kansagara Managing Director 2.07
Mr. Bharatkumar K. Ghodasara t. Managing Director
3.52
Mr. Navinchandra M. Patel Director Nil
Mr. Rashmikant V. Bhalodia Director Nil
Mrs. Jyotsnaben S. Vachhani Director Nil
Mr. Jitendra V. Shah Director Nil
Mr. Pradip C. Khetani Director Nil
Mr. Shetal I). Gor Director Nil
Mr. Tuhina R. Bora Director Nil

ii. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary.

Director's Name Designation % increase in Remuneration
Mr. Vinodrai H. Kansagara Managing Director Nil
Mr. Bharatkumar K. Ghodasara t. Managing Director
Nil
Mr. Navinchandra M. Patel Director Nil
Mr. Rashmikant V. Bhalodia Director Nil
Mrs. Jyotsnaben S. Vachhani Director Nil
Mr. Jitendra V. Shah Director Nil
Mr. Pradip C. Khetani Director Nil
Mr. Shetal D. Gor Director Nil
Mr. Tuhina R. Bera Director Nil
Mr. Dixit S. Patel Chief Financial Officer 19.23
Mr. Nayan S. Patel Company Secretary 33.33

iii. The median remuneration of employees excluding Key Managerial Personnel of theCompany during the financial year 2016-17 increased by 7.78 % as compared to previousfinancial year. For computation of median remuneration of employees the details ofemployees serving the company as on 31st March 2017 has been consider.

iv. There were 34 permanent employees on the rolls of the Company as on 31stMarch 2017.

v. The average remuneration increased by 7.43% for the said financial years. Forcomputation of increase in remuneration the details of employees serving the company ason 31st March 2017 has been consider. Average increase in the remuneration ofemployees is based on individual performance and criteria set out by the management.

vi. It is hereby affirmed that the remuneration is as per the Nomination andRemuneration policy of the Company.