Your Directors have pleasure in presenting the Fifty One Annual Report of the Companytogether with the audited accounts for the Financial Year ended March 31 2022.
1. Financial summary or highlights/ Performance of the Company
( Rupees inlakhs)
|Particulars ||2021-2022 ||2020-2021 |
|Revenue from Operation ||35164.88 ||23889.48 |
|Add: Other Income ||596.99 ||251.04 |
|Total Income ||35761.87 ||24140.52 |
|Profit before Depreciation and Tax (PBDT) ||2175.14 ||1664.17 |
|Less: Depreciation & Amortisation ||945.50 ||947.76 |
|Profit Before Tax before Exceptional Item ||1229.64 ||716.41 |
|Exceptional Item ||- ||- |
|Profit Before Tax (PBT) ||1229.64 ||716.41 |
|Less: Taxes || || |
|(a) Current Year Tax ||250.00 ||121.00 |
|(b) Tax Relating to Earlier Years ||1.93 ||- |
|(c) Deferred Tax ||94.64 ||81.51 |
|Profit After Tax ||883.07 ||513.90 |
|Dividend ||20% ||20% |
|Earnings per Shares (Rs. 2/- each) (Basic & Diluted) ||11.23 ||6.53 |
The Board of Directors of your company is pleased to recommend a dividend of Rs.0.40/-per equity share of the face value of Rs.2/- each (@ 20%) payable to thoseShareholders whose 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. 35164.88 Lakh (Previous Year Rs. 23889.48 Lakh).We have made a Profit after tax of Rs. 883.07 Lakh (Previous Year Profit of Rs. 513.90Lakh).
5. Change in the nature of business if any.
There is no change in the nature of business during the financial year 2021-2022.
6. Material changes and commitments if any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and the date of theReport.
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.
7. Details in respect of adequacy of internal financial controls with reference to theFinancial 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 associates and jointventure 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.
The present statutory auditor M/s. PRA ASSOCIATES Chartered Accountants has beenappointed for a period five years pursuant to the provisions of section 139 of theCompanies Act 2013 at the AGM held on 30th December 2017 upto financial year ended on31stMarch 2022.
The Board of Directors proposes to re-appoint M/s PRA ASSOCIATES. CharteredAccountants as statutory auditor of the Company at the ensuing Annual General Meetingtill 56th Annual General Meeting of the company to be held in the year 2027. The Companyhas received consent and eligibility certificate from the Auditors with regards to theappointment.
12. Internal Auditors:
For the year 2022-2023 the Board has appointed M/s Anand Saklecha & Co. M/s S.Lal Bansal & Co and M/s JHS & Associates Chartered Accountants as InternalAuditors of the Company for Indore Units Madhya Pradesh Gear Division Manpura Unit& Unit-IV Baddi Himachal Pradesh and Vadodara Unit Gujarat respectively in terms ofSection 138 of the Companies Act 2013 and rules & regulations made there under forthe Financial Year 2022- 2023 by the Board of Directors in its meeting held on 11thFebruary 2022 upon recommendation of the Audit Committee.
13. Auditors' Report.
No qualification reservation or adverse remark or disclaimer has been made by theAuditors in their Auditors' Report for the year 2021-2022.
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 displayedon Company's website i.e. www.gagl.net after filing annual returnon completion of ensuing Annual General Meeting with the Registrar of Companies within thetime stipulated in said section92 of Act.
16. Conservation of energy technology absorption and foreign exchange earningsandoutgo.
The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-A).
17. Corporate Social Responsibility(CSR).
The Company is required to spend towards corporate social responsibility under Section135 of the Companies Act 2013.The details on the CSR activities are enclosed as (Annexure-B).
A) Changes in Directors and Key Managerial Personnel (KMP):
During the financial year 2021-2022 following change were made in Directors and KeyManagerial Personnel:
|Sr. Name of Director/Key Man- agerial Personnel No. ||Designation ||Category ||Date of Appointment ||Date of Cessation |
|1. Mr. Kuldip Narain Gupta ||Non-Executive Independent Director ||Independent Director ||28.09.2021 ||- |
|2. Mrs. Kiran Raghuvinder Singh ||Non-Executive Independent Director ||Independent Director ||28.09.2021 ||- |
B) Declaration by an Independent Director(s)and re- appointments if any:
Declaration by Mr. Pradeep Kumar Mr. Purshotam Lal Sharma Mr. Kuldip Narain Gupta andMrs. Kir an Raghuvinder Singh Independent Directors that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 havesubmitted.
Re-appointments if any:
Mr. Rajiv Aggarwal (DIN 00094198) Director of the Company retiring by rotation andeligible for re-appointment and Mr. Rajiv Aggarwal proposed to be re-appointed as JointManaging Director have given their consents and declarations under Form DIR-8 pursuant toSection 164(2) read with Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014.
Details of Mr. Vijay Aggarwal and Mr. Rajiv Aggarwal Directors seeking re-appointmentand Mr. Vijay Aggarwal and Mr. Rajiv Aggarwal proposed to be re-appointed as ManagingDirector and Joint Managing Director respectively as per Regulation 36 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015with the Bombay stock exchange is attached herewith (Annexure- E).
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.
D) Opinion of the Board:
Your Board is of opinion that independent directors of the Company possess requisitequalifications experience and expertise and they hold good standard of integrity invarious fields.
An agenda of Meetings is prepared and circulated in advance to the Directors. Duringthis year Four (4) Board meetings Four (4) Audit Committee Meetings One (1) CSRCommittee meetings One (1) Stakeholder Committee and One (1) Nomination and
Remuneration Committee were convened and held the details of which are given in theCorporate 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 erst while 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. Nomination and Remuneration Committee:
The policy formulated by nomination and remuneration committee:
The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/Independent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with the performance ofindividual/group and also maintains a balance between both short and long term objectivesof thecompany.
21. Particulars of loans guarantees or investments under section 186.
The Company has not given loans or guarantee or made an investment during the financialyear 2021-2022.
22. Particulars of contracts or arrangements with relatedparties.
Particulars of contracts or arrangements with related parties are given in Form AOC-2enclosed as (Annexure-C).
23. Managerial Remuneration.
Disclosures pursuant to section 197(12) of the Companies Act2013 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).
24. Secretarial Audit Report.
The Secretarial Audit Report pursuant to section 204(1) of the Companies Act 2013given by M/s. DRP & Associates Company Secretaries in practice is enclosed herewith (Annexure-F).
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
25. 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. DRP & Associate. Company Secretaries Vadodara Gujarat the SecretarialAuditors confirming the compliance of conditions on Corporate Governance forms part ofthe Board Report with(Annexure-G).
26. 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 -H).
27. Risk Management.
The Management has put in place adequate and effective system and man power for thepurposes of risk management.
|Key Risk ||Impact to Company ||Mitigation Plans |
|Commodity Price Risk ||Risk of price fluctuation on basic raw materials like steel components power as well as finished goods used in the process of manufacturing. ||The Company commands excellent business relationship with the buyers. In case of major fluctuation either upwards or downwards the matter is mutually discussed and compensated both ways. Also on new value-added products help in lowering the impact of price fluctuation in finished goods. |
|Uncertain global economic environment - slow growth in global economy ||Risk of decreasing export revenue due to a slow global economy ||Company maintains strong relations with its global customers. Also Company is constantly developing new products to cater to the export market which helps in reducing this risk. |
|Foreign Exchange Risk ||Any volatility in the currency market can impact the overall profitability. ||The Company has a strong customer base in domestic market. Also the Company takes forward cover for its exports which minimizes the risk. In case of major fluctuation either upwards or downwards the effect will be minimal. |
|Human Resources Risk ||Your Company's ability to deliver value is dependent on its ability to attract retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company ||By continuously benchmarking of the best HR practices and carrying out necessary improvements to attract and retain the best talent. Company does not anticipate any major issue for the coming years. |
|Competition Risk ||Every company is always exposed to competition risk. The increase in competition can create pressure on margins market share etc. ||By continuous efforts to enhance the brand image of the Company by focusing on quality cost timely delivery and customer service. By introducing new product range commensurate with demands your company plans to mitigate the risks so involved. |
|Compliance Risk - Increasing regulatory Requirements. ||Any default can attract penal provisions. ||By regularly monitoring and review of changes in regulatory framework and keeping itself fully updated with any changes in the law the company is able to mitigate the same. |
|Industrial Safety Employee Health and Safety Risk. ||The engineering industry is exposed to accidents and injury risk due to human negligence. ||By development and implementation of critical safety standards across the various departments of the factory establishing training need identification at each level of employee. |
| || ||Proper training at regular intervals for the shopfloor employees is carried out at all the facilities. |
28. 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 accountingstandards has been followed along with proper explanation relating to materialdepartures;
(b) that the directors has selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for thatperiod;
(c) that the directors has taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) that the directors has prepared the annual accounts on a going concern basis;
(e) that the directors has laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffective ly;and
(f) that the directors has devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
29. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act2013.
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.
30. 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.80675/- during the year to the InvestorEducation and Protection Fund lying with it for a period of seven years pertaining toyear 2013-14.
31. 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. 2021- 2022. Based on the recommendation of theAudit Committee M/s. S. K. Jain & Co. Cost Accountants being eligible have alsobeen appointed by the Board of Directors in their meeting held on 11.02.2022 as the CostAuditors for F.Y. 2022-2023. The Company has received a letter from them to the effectthat their appointment would be within the limits prescribed under Section 141(3)(g) ofthe Companies Act 2013 and that they are not disqualified for such appointment within themeaning of Section 141 of the Companies Act 2013. The remuneration to be paid to M/s.S.K. Jain & Co. for F.Y. 2022-2023 is subject to ratification by the shareholders atthe ensuing AGM. Cost records as specified by the Central Government under Sub-Section (1)of Section 148 of the Companies Act 2013 are made and maintained by the Company.
32. Details of fraud reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the Central Government.
There was no fraud reported by auditors under sub-section (12) of section 143 otherthan those which are reportable to the Central Government.
33. Code of Conduct
The Company has adopted a code of conduct for its directors and senior designatedmanagement personnel. All the Board members and senior management personnel have affirmedtheir compliance of code of conduct.
34. Details of proceedings under the Insolvency and Bankruptcy Code 2016
There was no proceeding pending against the Company under the Insolvency and BankruptcyCode 2016 during the year under review.
35. Compliance with Secretarial Standards and SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015:
The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India and SEBI (Listing Obligations and Disclosure Requirement) Regulations2015from time to time.
The Board of Directors gratefully acknowledges 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.