The Directors of your Company have pleasure in presenting their 25th Annual Report onthe a3 airs of the Company together with the Audited Accounts of the Company for the yearended 31st March 2018.
FINANCIAL RESULTS AND ANALYSIS
The Financial results for the year are as under:-
Rs in Lacs
|Particulars ||Year ended on 31st March 2018 ||Year ended on 31st March 2017 |
|Net operating Revenue ||67013.52 ||51340.96 |
|Other Income ||287.50 ||289.54 |
|Profi t Before Depreciation Interest and Tax ||10591.96 ||8334.78 |
|Financial Costs ||709.45 ||1251.79 |
|Profi t before Depreciation and Tax ||9882.51 ||7082.99 |
|Depreciation ||2480.03 ||2394.10 |
|Profi t before Tax ||7402.48 ||4688.89 |
|Tax Expense || || |
|- Current ||2360.00 ||1852.00 |
|- Deferred ||-45.95 ||-122.84 |
|Profi t a3 er tax ||5088.43 ||2959.73 |
|Earnings Per Share || || |
|- Basic ||23.70 ||13.79 |
|- Diluted ||23.70 ||13.79 |
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS: SALES
Revenue from operations increased by Rs 15672.56 Lacs to
Rs 67013.52 Lacs for the Fiscal 2018 from Rs 51340.96 Lacs for the Fiscal2017 or an increase of 30.53%. Export sales increased by Rs 6633.37 Lacs to Rs30031.22 Lacs for the Fiscal 2018 from Rs 23397.55 Lacs for the Fiscal 2017.Domestic net revenue from operations increased by Rs 9038.89 Lacs to
Rs 36982.30 Lacs in the Fiscal 2018 from Rs 27943.41 in the Fiscal 2017 oran increase of 32.35%. The Increase in revenue was on account of be3 er demand in the O3Highway and CV segment both in Domestic and Export Markets.
The company earned Profi t before Tax of Rs 7402.48 Lacs during the year underreview against Rs 4688.89 Lacs for the Fiscal 2017 showing an increase of 57.87%.Profi t a3 er tax increased by Rs Lacs to Rs 5088.43 Lacs for the Fiscal2018 from Rs 2959.73 Lacs for the Fiscal 2017 or an increase of 71.92%.
RESOURCE UTILISATION: Property Plant & Equipment
The property plant & Equipment (including capital work in progress) as at 31stMarch 2018 were Rs 19069.37 Lacs as against previous year's value of Rs13427.22 Lacs.
The net current assets as on 31st March 2018 were
Rs 14911.89 Lacs as against Rs 14472.77 Lacs in the previous year.
The Board of Directors in its meeting held on 28th May 2018 had recommended a dividend@ 20% i.e of Rs 2/- per Equity Share of Rs 10/- each (Previous year NIL) tothe shareholders of the Company for their consideration and approval at the ensuing AnnualGeneral Meeting of the Company. The dividend
@ 20% if approved at the forthcoming Annual General Meeting will result in the outflow of Rs 429.31 Lacs as Dividend and Rs 88.27 Lacs by way of dividenddistribution tax.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has one subsidiary namely GNA Axles Inc. incorporated in Michhigan USA. Thesubsidiary is yet to start its business operations. A statement pursuant to section 129(3)in form AOC 1 is enclosed as Annexure - I to this Report. The Company does not haveany associate or joint venture Company.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared a3 er consolidating theaccounts of the Subsidiary Company M/s GNA Axles Inc. are provided in this Annual Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REPORTING AND DATE OF REPORT:
There has been no material changes and commitments which can have an e3 ect on theposition of the Company which have occurred between the end of the fi nancial year underreview and the date of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
Your company has formulated its Corporate Social Responsibility required under section135 of the Companies Act 2013. The Company has identifi ed following thrust areas forCSR:
1. To promote and help in providing healthcare and preventive healthcare facilities tothe people.
2. To promote Education and help in delivering quality education to the society andstudents.
3. To promote the rural sports nationally recognised sports and Olympic sports.
4. To take initiative in eradication of hunger malnutrition sanitation.
5. To promote women empowerment
6. Any other project / programme pertaining to activities listed in Schedule VII of theCompanies(Corporate Social Responsibility) Rules 2014 and amendments thereto.
The disclosures under Section 134(3) of the Companies Act 2013 read with Rule 9 ofCompanies (Accounts) Rules2014 i.e. Annual Report on CSR activities for Financial Year2017-18 is a3 ached herewith in Annexure - II.
The Board of Directors of the Company had formulated and approved the Risk ManagementPolicy of the Company under the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015. The objective of Risk Management at GNA Axles Limited is to create andprotect shareholder value by minimising threats or lossesand identifying and maximisingopportunities. An enterprise-wide risk management framework is applied so that e3 ectivemanagement of risks is an integral part of every employee's job.
The Risk Management Policy of the Company may be accessed on the Company's Website atthe link: http://gnagroup.com/wp-content/uploads/2015/09/Risk-Management-Policy.pdf
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control systems of the Company with reference to fi nancialstatements are well placed and are commensurate with the size and nature of operations ofthe Company. The Statutory Auditors report on the internal fi nancial controls asrequired under section 143 of the Companies Act 2013 forms part of the IndependentAuditors Report as Annexure B.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The details of the Contracts entered into with related parties are provided in Note No.30 of Notes on Accounts of the standalone fi nancial statements on page no. 75 of theAnnual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The Company has not given any loan provided any guarantee provided any security ormade any investments u/s 186 of the Companies Act during the fi nancial year 2017-2018.
In accordance with provisions of the Articles of Association of the Company Mr.Harwinder Singh Mr. Rachhpall Singh and Mr. Gursaran Singh Directors of your Companyretires by rotation at the conclusion of the forthcoming Annual General Meeting and beingeligible o3 ers themselves for re-appointment. The Board of Directors recommends theirreappointment as Directors at the forthcoming Annual General Meeting.
The Board of Directors of the Company in its meeting held on 19th January 2018 hadreappointed Mr. Jasvinder Singh Seehra as Jt. Managing Director of the Company and Mr.Ranbir Singh as Wholetime Director of the Company for a period of 5 years w.e.f 1st April2018 to 31st March 2023 subject to the approval of the shareholders in the ensuing 25thAnnual General Meeting of the Company. The Board recommends their reappointment at theforthcoming Annual General Meeting.
Pursuant to provisions of Section 203 of the Companies Act 2013 the Company hasdesignated below mentioned persons as KMP's :-
|WholeTime Key || |
|Managerial Personnel of the Company ||Designation |
|Gursaran Singh ||Managing Director (MD) |
|Jasvinder Singh ||Jt. Managing Director (Jt. MD) |
|Ranbir Singh ||Whole-Time Director (WTD) |
|Rakesh Kumar ||Chief Financial O3 cer (CFO) |
|Gourav Jain ||Company Secretary (CS) |
There has been no change in the Key Managerial Personnel of the Company during the yearunder review.
Declaration under Section 149(6):
The Independent Directors have submi3 ed their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 so asto qualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and read with the relevant rules.
Company's Policy relating to the Directors appointment Payment of remuneration andother ma3 ers related thereto.
The Board of Directors of the Company had formulated and approved the Nomination andRemuneration Policy of the Company which includes the criteria determining the qualifications and other ma3 ers as provided under section 178(3) of the Companies Act 2013.
The Nomination and Remuneration Policy of the Company is annexed hereto and forms partof this report as Annexure - III.
Familiarisation programmes for Board Members:
The Board members are from time to time provided with necessarydocuments/policies/internal procedures to get them familiar with the practices of theCompany. The business strategies performance global developments legal& otherupdates compliance reports and other relevant information/ reports etc. are beingperiodically provided to the Board of Directors.
The Company has put in place the policy for performance evaluation of the IndividualDirectors of the company and the Board as a whole including the Chairman of the Company.The meeting of the Independent Directors of the Company for the year 2017-2018 was held on19th January 2018 to evaluate the performance of the Non-Independent Directors of theCompany the Chairman of the Company and Board as a whole. The evaluation was done bydiscussing the performance of the Individual Directors and the Board as a whole.
AUDITORS AND AUDITORS' REPORT:
a. Statutory Auditors:
The Board of Directors in its meeting held on 19th July 2018 has proposed to ratify theappointment of M/s Harish & Co. Chartered Accountants as Statutory Auditors of theCompany for a period of one year from the conclusion of this 25th Annual General Meetingtill the Conclusion 26th Annual General Meeting of the Company.
Further the Statutory Auditors of the Company M/s Harish & Co. have submi3 edAuditors' Report on the standalone and consolidated accounts of the Company for theFinancial Year ended 31st March 2018. The Auditors' Report is self-explanatory and do notcall for any comments. b. Secretarial Auditor:
M/s H.K & Associates Practicing Company Secretaries were appointed asSecretarial Auditor for the year 2017-18. The Report of the Secretarial Auditor in form noMR-3 is annexed to this Report. The Secretarial Audit Report is self-explanatory and donot call for any comments. The Secretarial Audit Report forms part of this report asAnnexure - IV.
During the Financial Year 2017-18 the Board met 4 times i.e on 5th May 2017 19th July2017 13th October 2017 and 19th January 2018.
AUDIT COMMITTEE DISCLOSURES:
Composition of Audit Committee:
The Audit Committee comprises of three directors i.e. Mr. Shailindra Singh KaushikIndependent Director Mr. Jasminder Singh Johal Independent Director and Mr.Ranbir Singh Executive and Non-Independent Director. Mr. Shailindra Singh Kaushik is theChairman of the Committee and Mr. Gourav Jain is Secretary of the Committee.
Vigil Mechanism and Whistle Blower:
Pursuant to provisions of section 177 (9) of the Companies Act 2013 the Company hasestablished a "Vigil Mechanism" incorporating Vigil Mechanism Policy which alsoincorporates the Whistle Blower Policy in terms of rule 7 of the Companies (Meetings ofBoard and its Powers) Rules 2014 for employees and Directors of the Company forexpressing the genuine concerns of unethical behavior frauds or violation of the codes ofconduct. The Company has also provided adequate safeguards against victimisation ofemployees and Directors who express their concerns.
The Policy on Vigil Mechanism as approved by the Board of Directors can be accessed onthe Company's website at the link:http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-MECHANISM-POLICY.pdf
A Separate section on Corporate Governance forms an integral part of this Annual Reportof the Company. The Statutory Auditors of the Company have given their certifi cateregarding the compliance of the conditions of Corporate Governance as stipulated under theSEBI (LODR) Regulations 2015 and the same is annexed to the report on CorporateGovernance.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
Conservation of energy has been a major area of emphasis of your Company and every e3ort is made to achieve the optimum utilisation of energy in carrying out the manufacturingprocesses. Particulars with respect to conservation of energy and other areas as persection 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 are provided in Annexure - V.
In terms of the provisions of section 92(3) of the Companies Act 2013 read withCompanies (Amendment) Act 2017 and the relevant rules made thereunder a copy of theAnnual Return as prescribed under Section 92 of the Companies Act 2013 as amended shallbe made available at the website of the Company www.gnagroup.com under the link h3 p://gnagroup.com/wp-content/uploads/2018/09/Annual Return 2017-2018.pdf
HUMAN RESOURCES/INDUSTRIAL RELATIONS:
For your Company its Human Resources are its most important assets. It has been theendeavor of the Company to a3 ract and retain talent. Performance management is the keyword for the Company. The Industrial relations have been peaceful and harmonious in boththe plants of the Company during the year under review. The Company Employed 1127personnel at the end of the Financial year 2017-18.
PERSONNEL & RELATED INFORMATION:
The disclosures required under section 197(12) of the Companies Act 2013 and Rule 5(1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areannexed as Annexure VI hereto and forms part of this report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 the Directors of the companyconfi rm that:
1. In the preparation of the annual accounts the applicable Accounting Standards havebeen followed;
2. Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of a3 airs of the Company at the end of the fi nancial year and ofthe profi t or loss of the Company for that period;
3. Proper and su3 cient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safe guarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
5. The Board of Directors of the Company has Laid down internal fi nancial controls tobe followed by the Company and such internal fi nancial controls are adequate and wereoperating e3 ectively.
6. Devised proper systems to ensure compliance with the provisions of all applicablelaws and those systems were adequate and operating e3 ectively.
Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details of joint venture or associate company.
2. Issue of equity shares with di3 erential rights to dividend voting or otherwise.
3. Details relating to the deposits covered under Chapter V of the Companies Act 2013.
4. No signifi cant/material orders have been passed by any Regulator/Court /Tribunalwhich could impact the going concern status & future operations of the Company.
5. No change in nature of Business of the Company.
Your Directors are pleased to place on record their appreciation to the ShareholdersGovernment Authorities Bankers and other Statutory Authorities for their continued andvaluable support to the Company.
Your Directors express their deep gratitude and appreciation to the employees at alllevels for their continued and devoted services and sincere efforts. The Company feelsconfi dent of continued cooperation and efforts from them in future also.
| ||For And on Behalf of the Board |
| ||Gursaran Singh |
| ||Managing Director |
|Date: July 19 2018 ||Ranbir Singh |
|Place: Mehtiana ||CEO & Wholetime Director |