Your Directors have pleasure in presenting the 49th Annual Report of theCompany together with the audited accounts for the Financial Year ended March 31 2020.
1. Financial summary or highlights/Performance of the Company
(Rupees in lakhs)
|Particulars ||2019-2020 ||2018-2019 |
|Revenue from Operation ||22311.27 ||32379.30 |
|Add: Other Income ||442.02 ||415.76 |
|Total Income ||22753.29 ||32795.06 |
|Profit before Depreciation and Tax (PBDT) ||1344.22 ||2145.20 |
|Less: Depreciation & Amortisation ||881.58 ||835.48 |
|Profit before Tax before Exceptional Item ||462.64 ||1309.72 |
|Exceptional Item ||- ||783.89 |
|Profit before Tax (PBT) ||462.64 ||2093.61 |
|Less: Taxes || || |
|(a) Current Year Tax ||72.00 ||356.75 |
|(b) Tax Relating to Earlier Years ||(26.50) ||- |
|(c) Deferred Tax ||92.51 ||(93.23) |
|Profit after Tax ||324.63 ||1830.08 |
|Dividend ||10% ||50% |
|Earnings per Share (Rs. 2/- each) (Basic & Diluted) ||4.13 ||23.27 |
The Board of Directors of your company is pleased to recommend a dividend of Rs. 0.20/-per equity share of the face value of Rs. 2/-each (@ 10%) payable to those Shareholderswhose names appear in the Register of Members as on the Book Closure.
No amount has been transferred to General Reserve.
4. Brief description of the Company's working during the year/State of Company'saffair.
Total turnover during the year is Rs. 22311.27 Lakh (Previous Year Rs.32379.30 Lakh).We have made a Profit after depreciation and interest of Rs. 462.64 Lakh (Previous YearProfit of Rs. 2093.61 Lakh).
5. Change in the nature of business if any.
There is no change in the nature of business during the financial year 2019-20.
6. Material changes and commitments if any affecting the Financial Position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of this Report.
There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
However due to prevailing unprecedented circumstances occurred due novel corona virus(COVID-19) and in line with the directions and guidelines issued by the Government ofIndia our company had closed its various plants and offices as mentioned below from 24thMarch 2020 till 8th May 2020 in order to control the communitytransmission stage of Covid-19 disease:-
1. Gear Division Village Billanwali Baddi Distt. Solan (Himachal Pradesh)
2. Manpura Unit (Himachal Pradesh)
3. Unit IV-Baddi (Himachal Pradesh)
4. Pithampur Unit-I (Madhya Pradesh)
5. Pithampur Unit-II (Madhya Pradesh)
6. Gametha Unit Vadodara (Gujarat)
7. Admin office: Sector 7C Chandigarh
As a responsible corporate entity we also believe that health & safety of all ourpeople is of utmost concern and priority. Therefore we have wholeheartedly extended oursupport and cooperation to the directions of the Government of India.
7. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements.
The Company has appointed internal auditor for adequacy of internal financial controlsand your Board has taken adequate care for financial control.
8. Details of Subsidiary/Joint Ventures/Associate Companies.
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
9. Performance and financial position of each of the subsidiaries associatesand joint venture companies included in the consolidated financial statement.
No details are given as your Company has no Subsidiary/Joint Ventures/AssociateCompanies during the year.
Your Company has not accepted any deposits from public during the year and there was nodeposit at the beginning of the year. Therefore the detail relating to deposits coveredunder Chapter V of the Act is not applicable.
M/S PRA ASSOCIATES (FRN: 2355N) Chartered Accountants were appointed as the Auditorsof the Company for the period of 5 (Five) years who shall hold the office as Auditor ofthe Company till 51st Annual General Meeting of the company to be held in theyear 2022. The auditors are eligible to act as Auditors for the current Financial Year2020-2021.
12. Internal Auditors:
M/s Anand Saklecha & Co. and M/s Jain Sachin & Associates CharteredAccountants have been appointed as Internal Auditors of the Company for Indore Units andGear Division Baddi Himachal Pradesh respectively in terms of Section 138 of theCompanies Act 2013 and rules & regulations made thereunder for the Financial Year2020-21 by the Board of Directors in its meeting held on 29th July 2020 uponrecommendation of the Audit Committee.
The Board in its meeting held on 15th September 2020 has appointed M/s JHS& Associates LLP and M/s Jain Sachin & Associates Chartered Accountants asInternal Auditors for Vadodara Unit Gujarat and Baddi Units Himachal Pradeshrespectively.
13. Auditors' Report.
No qualification reservation or adverse remark or disclaimer has been made by theAuditors in their Auditors' Report for the year 2019-20.
14. Share Capital.
During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.
15. Annual Return.
As per latest amendment in section 92 of the Companies Act 2013 a copy of annualreturn will be displayed on Company's web site i.e. www.gagl.net after filing annualreturn on completion of ensuing Annual General Meeting with the Registrar of Companieswithin the time stipulated in said section 92 of Act.
16. Conservation of energy technology absorption and foreign exchange earnings andoutgo.
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-A). 17. Corporate Social Responsibility(CSR).
The details on the CSR activities are enclosed as (Annexure-B). 18. Directors.
A) Changes in Directors and Key Managerial Personnel (KMP):
During the financial year 2019-2020 there was no change in Directors of the Companyexcept Key Managerial Personnel:
|Sr. Name of Key Managerial No. Personnel ||Designation ||Category ||Date of Appointment ||Date of Cessation |
|1. Ms. Snehal Atulkumar Chokshi ||Company Secretary ||KMP ||01.06.2018 ||31.08.2019 |
|2. Mr. Abhishek Misra ||Company Secretary & Compliance Officer Designated as Manager Secretarial and Legal ||KMP ||13.11.2019 ||-- |
B) Declaration by an Independent Director(s):
Declarations by Mr. Rajendra Prasad Sinha Mr. Ravikant Dhawan Mr. Pradeep Kumar andMr. Purshotam Lal Sharma Independent Directors that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 havebeen given.
The Board of Directors declares that the Independent Directors Mr. Rajendra PrasadSinha Mr. Ravikant Dhawan Mr. Pradeep Kumar and Mr. Purshotam Lal Sharma in the opinionof the Board are: a) persons of integrity and they possess relevant expertise andexperience;
b) not a promoter of the Company or its holding subsidiary or associate company;
c) not related to promoters or directors of the company or its holding subsidiary orassociate company;
d) have/had no pecuniary relationship with the company its holding or subsidiary orassociate company or promoters or directors of the said companies during the twoimmediately preceding financial years or during the current financial year;
e) none of their relatives have or had pecuniary relationship or transactions with thecompany its holding subsidiary or associate company or promoters or directors of thesaid companies amounting to two percent or more of its gross turnover or total income orfifty lakh rupees whichever is lower during the two immediately preceding financial yearsor during the current financial year;
f ) neither they nor any of their relatives -i. hold or have held the position of a keymanagerial personnel or are or have been employees of the Company or its holdingsubsidiary associate company in any of the three financial years immediately precedingthe current financial year. ii. are or had been employee or proprietor or a partner in anyof the three financial years immediately preceding the current financial year of :
a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company or b) any legal or consulting firmthat has or had any transaction with the company its holding subsidiary or associatecompany amounting to ten percent or more of gross turnover of the said firm;
iii) hold together with their relatives two percent or more of the total voting powerof the company or
iv) is a Chief Executive or director of any non-profit organization that receivestwenty-five percent or more of its receipts from the company any of the promoters ordirectors of the company or its holding subsidiary or associate company or that holds twopercent or more of the total voting powers of the company; g) Possess qualificationsprescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules2014.
The Ministry of Corporate Affairs vide Fifth Amendment in Companies (Appointment andQualification of Directors) Rules 2019 and subsequent amendments made therein from timeto time has necessitated for Independent Directors to register themselves in IndependentDirectors Databank created by Indian Institute of Corporate Affairs to be continued asIndependent Director and get the certificate of registration for getting eligible tocontinue or appointed as Independent Director.
That Independent Directors of the Company namely Mr. Rajendra Prasad Sinha Mr.Ravikant Dhawan Mr. Pradeep Kumar on the basis of their experience have been exemptedfrom undergoing Independent Director Exam.
C) Formal Annual Evaluation.
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors. The Board has carried outan annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its committees. The Board of Directors hasexpressed their satisfaction with the evaluation process.
An agenda of Meetings is prepared and circulated in advance to the Directors. Duringthis year five (5) Board and four (4) Audit Committee Meetings were convened and heldthe details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed underCompanies Act 2013 and the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 read with the erstwhile Listing Agreement.
Statement indicating the manner in which formal annual evaluation has been made by theBoard of its own performance and that of its committees and individual directors has beengiven in the Corporate Governance Report.
20. Particulars of loans guarantees or investments under section 186.
The Company has not given loans or guarantee or made an investment during the financialyear 2019-2020.
21. Particulars of contracts or arrangements with related parties.
Particulars of contracts or arrangements with related parties are given in Form AOC-2enclosed as (Annexure-C).
22. Managerial Remuneration.
Disclosures pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-D).
23. Secretarial Audit Report.
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. Dinesh Mehta & Co. Company Secretaries in practice is enclosed herewith(Annexure- E).
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
24. Corporate Governance Report.
The Company has been following the principles and practices of good CorporateGovernance and has ensured compliance of the requirements stipulated under Regulation 34of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
A detailed report on Corporate Governance as required under Regulation 34 of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended along with the certificate on Corporate Governance issuedby M/s. Dinesh Mehta & Co. Company Secretaries Vadodara Gujarat the SecretarialAuditors confirming the compliance of conditions on Corporate Governance forms part ofthe Board Report with (Annexure-F).
25. Management Discussion and Analysis Report.
A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Report and it deals with the BusinessOperations and Financial Performance Research & Development Expansion &Diversification Risk Management Marketing Strategy Safety & Environment HumanResource Development etc is enclosed (Annexure - G).
26. Risk Management.
The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
27. Directors' Responsibility Statement.
Your Directors make the following statements in terms of Section 134(3) (c) of theCompanies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; (b) thatthe directors had 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) that the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) that the directors had prepared the annual accounts ona going concern basis; (e) that the directors had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively; and (f) that the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
28. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made thereunder. Allemployees (permanent contractual temporary trainees) are covered under the said policy.Internal Complaints Committee has also been set up to redress complaints received onsexual harassment.
During the financial year under review the committee of all units has not received anycomplaints of sexual harassment from any of the women employee of the Company.
29. Investor Education and Protection Fund.
Pursuant to the provisions of Section 124(5) the Companies Act 2013 read with theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven (7) years.Consequently your Company has transferred Rs.1127500/- during the year to the InvestorEducation and Protection Fund lying with it for a period of seven years pertaining toyear 2011-12.
30. Cost Audit.
M/s. S. K. Jain & Co. Cost Accountants were appointed with the approval of theBoard to carry out the cost audit for F.Y. 2019-20. Based on the recommendation of theAudit Committee M/s. S. K. Jain & Co. Cost Accountants being eligible have alsobeen appointed by the Board as the Cost Auditors for F.Y. 2020-21.
The Company has received a letter from them to the effect that their appointment wouldbe within the limits prescribed under Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified for such appointment within the meaning of Section 141 ofthe Companies Act 2013.
The remuneration to be paid to M/s. S.K. Jain & Co. for F.Y. 2020-2021 is subjectto ratification by the shareholders at the ensuing AGM. Cost records as specified by theCentral Government under Sub-Section (1) of Section 148 of the Companies Act 2013 aremade and maintained by the Company.
The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the Banks and Financial Institutions and all other statutory and non-statutoryagencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.
| ||For and on Behalf of Board |
| ||Sd/- |
| ||Vijay Aggarwal |
|Dated : 15.09.2020 ||Chairman |
|Place: Baddi ||DIN: 00094141 |