SENSEX NIFTY
Gujarat Automotive Gears Directors Report, Guj Auto Gears Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > AUTO ANCILLARIES > DIRECTORS REPORT - Gujarat Automotive Gears

Gujarat Automotive Gears

BSE: 505712|ISIN: INE705G01021|SECTOR: Auto Ancillaries
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Aug 29, 15:56
264.15
39.25 (17.45%)
VOLUME 21,704
Gujarat Automotive Gears is not listed on NSE
Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '15    « Mar 14
The Directors have pleasure in presenting the 44th Annual Report of
 the Company together with the audited accounts for the Financial Year
 ended March 31, 2015.
 
 1.  Financial summary or highlights/Performance of the Company
 
 FINANCIAL RESULTS:                                  (Rupees in lacs)
 
 Particular                              2014-2015         2013-2014
 
 Operating Profit                           742.81            736.76
 
 Less: Depreciation                          39.02             44.47
 
 Total Profit for the year after 
 depreciation but before tax                703.79            692.29
 
 Less: Provision for taxation               231.98            228.63
 
 Less: Provision for deferred tax 
 assets / liabilities                        -3.34             -0.92
 
 Profit-after tax                           475.15            464.58
 
 Balance of profit brought forward
  from previous year                       1564.74          -1159.14
 
 Profit available for appropriation        2039.89           1623.72
 
 Less: Proposed dividend                     12,25             10.50
 
 Less: Tax on proposed dividend              12.25              1.78
 
 Less: Transferred to general reserve        47.55             46.70
 
 Less: Depreciation charged to 
 Reserve & Surplus (P&L A/c)                  4.25                --
 
 Net profit carried forward to 
 balance sheet                             1973.33           1564.74
 
 2.  Dividend
 
 The Directors are pleased to recommend for the approval of the
 shareholders a dividend at the rate of 35% per share of Rs. 2 (i.e.  of
 Rs 0.70/- per share) each on the paid-up equity share capital of the
 Company with respect to the financial year 2014-2015.
 
 3.  Reserves
 
 The Company proposes to carry Rs.2277.22 Lac to the Reserves which is
 left after paying dividend of Rs 12.25 Lac from net profits of Rs.
 475.15 Lac.
 
 4.  Brief description of the Company''s working during the year/State of
 Company''s affair Total Turn Over during the year is Rs.3049.51 Lac
 (Previous Year Rs.  2862.97 Lac) showing increase of 6.51% over the
 previous year. We have made a Profit after depreciation and interest of
 Rs. 703.79 Lac (Previous Year Profit of Rs. 692.29 Lac).  Exports
 during the year were Rs. 2813.03 Lac as against Rs. 2642.12 Lac during
 the previous year.  During the current year our export sales are 92.25%
 of our total sales.
 
 As in the past, during the coming year more focus will be on exports
 with regular visits to customers and tapping new customers at trade
 fairs and exhibition.
 
 5.  Change in the nature of business, it any There is no change in the
 nature of business during the financial year 2014-15.
 
 6.  Material changes and commitments, if any, affecting the financial
 position of the company which have occurred between the end of the
 financial year of the company to which the financial statements relate
 and the date of the report No material changes occurred subsequent to
 the close of the financial year of the Company to which the balance
 sheet relates and the date of the report.
 
 7.  Details of significant and material orders passed by the regulators
 or courts or tribunals impacting the going concern status and company''s
 operations in future No significant and material orders passed by the
 regulators or courts or tribunals impacting the going concern status
 and company''s operations in future during the financial year and or
 subsequent to the close of the financial year of the Company to which
 the balance sheet relates and the date of the report.
 
 8.  Details in respect of adequacy of internal financial controls with
 reference to the Financial Statements.
 
 The Company has appointed internal auditor for adequacy of internal
 financial controls and your Board has taken adequate care for financial
 control.
 
 9.  Details of Subsidiary/Joint Ventures/Associate Companies Your
 Company has no Subsidiary/Joint Ventures/Associate Companies during the
 year.
 
 10.  Performance and financial position of each of the subsidiaries,
 associates and joint venture companies included in the consolidated
 financial statement.
 
 No details are given as your Company has no Subsidiary/Joint
 Ventures/Associate Companies during the year.
 
 11.  Deposits
 
 Your Company has not accepted any deposit during the year and there was
 no deposit at the beginning of the year. Therefore the details relating
 to deposits, covered under Chapter of the Act is not applicable.
 
 12.  Statutory Auditors
 
 M/s. Kanu Doshi Associates, Chartered Accountants, bearing FRN:
 104746W, Auditors of the Company retire at the ensuing Annual General
 Meeting and are eligible for reappointment.
 
 The Company has obtained a letter of consent and also a certificate
 under section 139 and 141 of the Companies Act, 2013 from the Auditors
 to the effect that, their appointment, if made would be within the
 limits prescribed in the said section.
 
 13.  Auditors Report
 
 No qualification, reservation or adverse remark or disclaimer has been
 made by the auditors in their auditors'' report for the year 2014-15.
 
 14.  Share Capital
 
 During the year under review, the Company has not issued any securities
 nor has granted any stock option or sweat equity.
 
 15.  Extract of the annual return
 
 The extract of the annual return in Form No. MGT - 9 forming part of
 the Board''s report is attached herewith as (Annexure-A).
 
 16.  Conservation of energy, technology absorption and foreign exchange
 earnings and outgo The details of conservation of energy, technology
 absorption, foreign exchange earnings and outgo are attached herewith
 (Annexure-B).
 
 17.  Corporate Social Responsibility 
 
 (CSR) The details on the CSR activities are enclosed as (Annexure-C).
 
 18.  Directors
 
 A) Changes in Directors and Key Managerial Personnel
 
 The following changes in Directors and Key Managerial Personnel were
 made during the financial year 2014-15:
 
 Sr.  
 nO.  Name of Director/
      Key                Designation     Category     Date of     Date of
      Managerial 
      Personnel                                       Appoint-
                                                      ment        Cessa-
                                                                  tion
 
 1    Ramkisan A 
      Devidayal          Non Execu-
                         tive
                         Director       indepen-
                                        dent
                                        Director      14.05.
                                                      2014        08.08.
                                                                  2014 
      [DIN: 
      00238853]
 
 2    AnjuAggarwai       Non Execu-
                         tive 
                         Director       Promoter
                                        Group         31.03.
                                                      2015        30.05.
                                                                  2015
     [DIN: 
     00094267]
 
 3   Shailesh
     Gandhi              Chief 
                         Financial 
                         Officer        N.A.          01.02.
                                                      2015        --
 
 4   Chintan 
     Doshi               Company 
                         Secretary      N.A.          13.03.
                                                      2015        --
 
 6) Declaration by an Independent Directors) and re- appointment, if
 any_ A declaration by Mr. Ankit Jain, Mr. Rajendra Prasad and Mr.
 Ravikant Dhawan Independent Directors that they meet the criteria of
 independence as provided in sub-section (6) of Section 149 of the
 Companies Act, 2013 have been given.
 
 The Board of Directors declare that the Independent Directors Mr. Ankit
 Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan in the opinion of the
 Board are:
 
 a) persons of integrity and they possess relevant expertise and
 experience;
 
 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 or associate company;
 
 d) have/had no pecuniary relationship with the company, its holding or
 subsidiary or associate company or promoters or directors of the said
 companies during the two immediately preceding financial years or
 during the current financial year;
 
 e) none of their relatives have or had pecuniary relationship or
 transactions with the company, its holding, subsidiary or associate
 company or promoters or directors of the said companies amounting to
 two percent or more of its gross turnover or total income or fifty lakh
 rupees whichever is lower during the two immediately preceding
 financial years or during the current financial year;
 
 f) neither they nor any of their relatives -
 
 i. hold or have held the position of a key managerial personnel or are
 or have been employees of the Company or its holding, subsidiary,
 associate company in any of the three financial years immediately
 preceding the current financial year.
 
 ii. are or had been employee or proprietor or a partner in any of 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 the company or its holding, subsidiary or associate company
 
                                                or
 
 b) any legal or consulting firm that has or had any transaction with
 the company, its holding, subsidiary or associate company 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 power of the company or
 
 iv. is a Chief Executive or director of any non-profit organization
 that receives twenty-five percent or more of its receipts from the
 company, any of the promoters or directors of the company or its
 holding, subsidiary or associate company or that holds two percent or
 more of the total voting powers of the company;
 
 g) possess qualifications prescribed in Rule 5 of The Companies
 (Appointment and Qualification of Directors) Rules, 2014.
 
 Mr. Ankit Jain, Mr. Rajendra Prasad and Mr. Ravikant Dhawan are
 eligible for re-appointment at the ensuing annual general meeting.
 
 C) Formal Annual Evaluation
 
 The Company has devised a policy for performance evaluation of
 Independent Directors, Board, Committees and individual Directors which
 includes criteria for performance evaluation of executive directors and
 non-executive directors.  The Board has carried out an annual
 performance evaluation of its own performance, the Directors
 individually as well as the evaluation of the working of its committee.
 The Board of Directors has expressed their satisfaction with the
 evaluation process.
 
 19.  Number of meetings of the Board of Directors
 
 Name of the Director   Category of the Director      No of Board Meeting 
                                                      Attended
  
 Mr. Rajiv Aggarwal     Chairman & Managing 
                        Director                        7/7
 
 Mr. Ankit Jain         [Non Executive] Independent
                        Director                        7/7
 
 Mr. Ravikan Dhawan     [Non Executive] Independent
                        Director                        5/7
 
 Mr. Rajendra 
     Prasad Sinha       [Non Executive] Independent
                        Director                        2/7
 
 Mr. Ramkisan A
     Dayai (14.05.14 
     to 08.08.14)       [Non Executive] Independent
                        Director                        --
 
 Mrs. Anju Aggarwal 
     (31.03.15 to
     30.05.15)          Non Executive Director          --
 
 During the year from 01st April, 2014 to 31st March, 2015 the Board of
 Directors met seven times on 14/05/2014, 18/06/2014, 08/08/2014,
 11/11/2014, 29/12/2014, 30/01/2015 and 13/03/2015.
 
 20.  Audit Committee
 
 Audit Committee comprising of the following Directors of the Board:
 
 Name              Category           Status        No. of Meeting 
                                                    Attended.
 
 Mr. Ankit Jain    [Non Executive]
                   Independent
                   Director           Chairman        4/4
 
 Mr. Rajiv 
     Aggarwal      Managing 
                   Director           Member          4/4
 
 Mr. Ravikant 
     Dhawan        [Non Executive] 
                   Independent 
                   Director           Member          3/4
 
 During the year from 01st April, 2014 to 31st March, 2015 the Audit
 Committee met four times on 14/05/2014,08/08/2014,11/
 11/2014,30/01/2015.
 
 21.  Nomination and Remuneration Committee
 
 Nomination and Remuneration Committee comprising of the following
 Directors of the Board: 
 
 Name           Category            Status       No. of Meeting Attended
 
 Mr. Ankit 
     Jain       [Non Executive] 
                Independent
                Director            Chairman             3/3
 
 Mr. Rajendra 
     Prasad 
     Sinha      [Non Executive]  
                Independent
                Director            Member               1/3
 
 Mr. Ravikant
     Dhawan     [Non Executive] 
                Independent
                Director            Member               2/3
 
 The Committee met on 14/05/2014, 30/01/2015 and 13/03/2015 during the
 year 01st April, 2014 to 31st March, 2015.
 
 The policy formulated by nomination and remuneration committee:
 
 The terms of reference of the committee inter alia include succession
 planning for Board of Directors and Senior Management Employees,
 identifying and selection of candidates for appointment of
 Directors/Independent Directors based on certain laid down criteria,
 identifying potential individuals for appointment of Key Managerial
 personnel and other senior managerial position and review the
 performance of the Board of Directors and Senior Management personnel
 including Key managerial personnel based on certain criteria approved
 by the Board. While reviewing the performance, the committee ensures
 that the remuneration is reasonable and sufficient to attract, retain
 and motivate the best managerial talents, remuneration commensurate
 with the performance of individual and group and also maintains a
 balance between both short and long term objectives of the company.
 
 22.  Stakeholders Relationship Committee
 
 Stakeholders Relationship Committee comprises of the following
 Directors of the Board. 
 
 Name             Category            Status          No. of Meeting 
                                                      Attended 
 
 Mr.Ravikan 
 Dhawan           [Non Executive] 
                  Independent
                  Director            Chairman          1/1
 
 Mr, Rajiv 
     Aggarwal     Managing
                  Director            Member            1/1
 
 Mr. Ankit 
     Jain         [Non Executive]
                  Independent    
                  Director            Member            1/1
 
 The Committee met once on 30.01.2015 during the year 01st April, 2014
 to 31st March, 2015.
 
 23.  Particulars of loans, guarantees or investments under section 186
 
 The Company has given loans or guarantee or made an investment in the
 following manner during the financial year
 2014-2015:
 
 Sr.   Particulars of  Amount In Rs.  Approved at Board meeting % of
 Paid up Capital  Whether approval Other No.  Loan, Guarantee dated
 Free reserves  of Members vide Details
 
 or investment Securities premium SR taken
 
 account or % of Free reserves   Securities premium account
 
 1.  Loan given to Till the year end Approval of loan amount up to Loan
 amount approved Members Him Tek no forge loan amount is Rs. 18 crore @
 11 % p.a. by by Board is 98.81% of approved loan Limited.  Rs. 17
 Crores.  Board resolution dated free reserve.  amount upto 50
 
 14.05.2014 crore by Special
 
 Approval of loan amount 
 
 exceeding Rs. 18 crore @ 12% 1 Rs, 
 
 p.a. for sum not exceeding Rs.  thro Postal
 
 30 Crore by Board resolution Dated01-
 
 dated 13.03.2015
 
 Further the Company states that the loan is given at a rate of interest
 not lower than the prevailing yield of one year, three year, five year
 or ten year government security closest to the tenor of loan.
 
 The Company has not given guarantee or made an investment during the
 financial year 2014-15.
 
 25.  Particulars of contracts or arrangements with related parties:
 
 Particulars of contracts or arrangements with related parties are given
 in Form AOC-2 enclosed as (Annexure-D).
 
 26.  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-E).
 
 27.  Secretarial Audit Report.  
 
 The Secretarial Audit Report pursuant to section 204(1) of the
 Companies Act,2013 given by M/s. Dinesh Mehta &Co., a company secretary
 in practice enclosed herewith (Annexure- F).
 
 The Secretarial Audit Report does not contain any qualification,
 reservation or adverse remark except
 
 i. Annual general meeting was conducted at Vill. : Billanwali,
 Baddi-173205 District: Solan (HP) before approval form INC 22 for
 change of registered office.
 
 ii.  FormMGT-14, Form66, Form20B, Form23AC-ACA XBRL and Form DIR-12
 were filed after due date with additional fee.
 
 Explanation:
 
 i. The Regional Director [NWR], in its order dated 18.06.2014 had
 approved shifting of Register office of the Company in the state of
 Himachal Pradesh from the state of Gujarat. Thereafter Form INC 22 for
 change of registered was also submitted on time, but on raising of
 query by the ROC, Gujarat, the said Form INC 22 could not be
 re-submitted due to technical error and the ROC office, Gujarat was
 also approached to resolve the matter. As per the verbal advice from
 the ROC, Gujarat office, the Form INC 28 was filed again to resolve the
 matter, but after approval of Form !NC 28 second time, the Form INC 22
 could not be uploaded for the reason showing invalid SRN of form INC
 28. Thereafter form 22 was filed, but was not approved due to technical
 error by the ROC Office, Gujarat. However, with the expectation that
 certificate for change of registered office by ROC, Gujarat would be
 issued before the date of AGM, the annual general meeting was conducted
 at Village Billanwali, Baddi-173205 District: Solan (Himachal Pradesh).
 
 ii. The issuance of certificate for change of registered office of the
 Company from Gujarat to Himachal Pradesh was pending with the ROC,
 Gujarat. However, the Regional Director [NWR], in its order dated
 18.06.2014 had already approved shifting of Register office of the
 Company in the state of Himachal Pradesh from the state of Gujarat, and
 filing of above mentioned forms could create technical error due to the
 pendency of issue with ROC, Gujarat and therefore Company decided to
 file above mentioned forms after the issuance of Certificate for change
 of registered office of the Company, and therefore Form MGT-14, Form66,
 Form20B, Form23AC-ACA XBRL and Form DIR-12 were filed after the due
 date with additional fees.
 
 28.  Corporate Governance Report (Clause 49)
 
 The paid up share capital of the Company is below Rs. 10 crore and Net
 worth is below Rs. 25 Crore as per the audited Balance Sheet as at 31s1
 March 2014, and therefore, the amended clause 49 relating to Corporate
 Governance of the listing agreement with Bombay Stock Exchange is not
 applicable to Company as per the circular no. CIR/CFD/POLICY
 CELL/7/2014 dated 151 September, 2014 of the Securities and Exchange
 Board of India.
 
 29.  Risk management policy
 
 The Management has put in place adequate and effective system and man
 power for the purposes of risk management. In the opinion of the Board,
 there are no risks which would threaten the existence of the Company.
 
 30.  Directors'' Responsibility Statement Your Directors state that—
 
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit and
 loss of the company for that period;
 
 (c) the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities,
 
 (d) the directors had prepared the annual accounts on a going concern
 basis; and
 
 (e) the directors had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively,
 
 (f) the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 31.  Disclosure under the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013:
 
 The Company has in place an anti-harassment policy in line with the
 requirements of the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
 Committee has been set up to redress complaints received regularly and
 are monitored by women line supervisors who directly report to the
 Chairman & Managing Director. All employees (permanent, contractual,
 temporary, trainees) are covered under the policy. There was no
 compliant received from any employee during the financial year 2014-15
 and hence no complaint is outstanding as on 31.03.2015 for redressal.
 
 32.  Acknowledgements
 
 The Board of Directors gratefully acknowledge the assistance and
 co-operation received from the State Bank of India and all other
 statutory and non-statutory agencies for their co-operation.
 
 The Board of Directors also wish to place on record their gratitude and
 appreciation to the members for their trust and confidence shown in the
 Company.
 
 The Board of Directors would like to especially thank all the employees
 of the Company for their dedication and loyalty.
 
                                     By Order of the Board of Directors 
 
 Dated: 13.08.2015
 
 Viil.: Billanwali, Baddi -173205                        Rajiv Aggarwal
 
 Distt: Solan (HP)                         Chairman & Managing Director
Source : Dion Global Solutions Limited
Quick Links for gujaratautomotivegears
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.