The Directors have immense pleasure in presenting the forty-first
Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended 31st March, 2015:-
1. Financial Results: (Rs. In Lacs)
Gross Income 17486.12 14673.36
Less: Excise duty on sale 1960.62 1707.58
Net Income 15525.50 12965.78
Profit before Depreciation,
Interest & Tax (PBDIT) 418.24 731.46
Less: Depreciation &
Amortization 474.74 272.30
Interest and Taxes (PBIT) (56.50) 459.16
Interest & Financial expenses 531.82 457.91
Profit/(Loss) before Tax (PBT) (588.32) 01.25
Less: - Provision for Tax
- Current 00.00 00.00
- Deferred Tax 166.52 19.86
-Wealth Tax 00.63 00.50
Profit/(Loss) after Tax (PAT) (422.43) (19.11)
Balance of Profit from
Previous Year 2661.59 2680.02
for taxation and Tax Payment (0.00) (0.68)
Surplus retained in Profit
& Loss Account 2239.16 2661.59
Earnings per Share (Rs.)
Basic & Diluted (02.91) (0.13)
Dividend per Share (Rs.)
During the year under review, the performance of the company was badly
impacted due to overall slowdown in the automotive industry as a whole
and slowdown in the Commercial vehicle segment in particular, causes to
margin pressures on the bottom line of the Company. Due to overall
slowdown in the economy, the newly set up Jamshedpur was not able to
utilize its optimum capacity utilization, which had further impacted
the bottom line of the Company. However, the overall turnover of the
Company, during the year, had increased due to the commencement of the
production at the Jamshedpur plant.
However, due to first full year of operation at the Jamshedpur plant,
the revenue from operations (net) has increased to Rs.15525.50 lacs, as
compared to revenue from operations (net) of Rs.12965.78 lacs of the
previous year; this performance seems quite satisfactory in the overall
backdrop of lower growth rate of the Indian economy & particularly of
the Indian automotive industry coupled with the lower capacity
utilizations of the Jamshedpur plant.
However, the other income during the year shows a decrease of 33.59% to
Rs.40.46 lacs, as compared to previous year''s other income of Rs.60.92
lacs, which was mainly due to loss on foreign exchange rate fluctuation
of Rs.9.70 Lacs as compared to previous year''s gain on foreign exchange
rate fluctuations of Rs.27.22 lacs
During the year, your company has earned profit before depreciation &
amortization, Interest & taxes (PBDIT) of Rs.418.24 lacs (2.69% of Net
Income) as compared to previous year''s profit before depreciation &
amortization, Interest & taxes (PBDIT) of Rs.731.46 lacs (5.64% on Net
Income), shows a decrease of 42.82%. After higher provision for
depreciation and amortization of Rs.474.74 lacs (due to change in
depreciation rate as per the new Companies Act, 2013) (previous year of
Rs.272.30 lacs), Interest & financial expenses of Rs.531.82 lacs
(previous year of Rs.457.91 lacs), the company has earned a loss before
taxes of Rs.588.32 lacs as compared to the previous year''s marginal
profit before taxes (PBT) of Rs.1.25 lacs.
After providing a provision for taxation, deferred tax & wealth tax of
Rs.(165.89) lacs (previous year Rs.19.68 lacs) there was a loss of
Rs.422.43 lacs as compared to previous year''s loss after tax of
Foreign Exchange Earnings:
During the year, your company is the net foreign exchange earner and
earned net foreign exchange of Rs.152.48 lacs (previous year Rs.674.62
lacs,), showing a decrease of Rs.522.14 lacs, after taking into foreign
exchange payments of Rs.607.31 Lacs (previous year Rs.171.51 Lacs), on
account of foreign exchange outgo, mainly for payment of interest &
repayment of foreign currency term loan.
The Company has retained its ISO/TS 16949 certifications for its
Quality Management System.
During the period under review, the Board has decided not to recommend
any dividend for the financial year 2014-2015.
4. Management Discussion and Analysis Report:
A Management Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with stock
exchanges in India, is presented in a separate section forming part of
the Annual Report.
In line with its aspirations for the long term capacity creations, the
Company has set up a ferrous casting components unit at Jamshedpur. The
first phase of the said new unit had already commenced its commercial
production & the second phase has yet to commence its commercial
5. Cash flow Statement:
In conformity with the provisions of Clause 32 of the Listing Agreement
with the Stock Exchanges, the Cash Flow Statement for the year ended
31st March, 2015, is annexed hereto.
6. Material Changes and Commitments:
There were no material changes and commitments, affecting the financial
position of the Company that has occurred between the end of the
financial year of the Company and the date of signing of this report.
7. Share Capital:
The paid-up share capital of the Company as at 31st March, 2015 is Rs.
7.25 Crores. The Company currently has no outstanding shares issued
with differential rights, sweat equity or ESOS.
8. Subsidiary, Joint Venture and Associate Companies;
Your Company does not have any subsidiary, Joint Venture & Associate
9 Research And Development:
The Company is developing certain machineries (Special purpose
Machines), as per its various in house production process requirements,
along with for the requirements of its group Companies, as & when
required, under its Research & Development Centre.
10. Internal Financial Controls:
The Company has in place adequate internal financial controls systems
with reference to the financial statements. During the year, such
controls were tested and no reportable material weaknesses in the
design or operation were observed.
11. Risk Management:
The Board of Directors in their meeting held on November 3, 2014 has
constituted Business Development and Risk Management Committee of the
Company which has been entrusted with the responsibility to assist the
Board to look out for the new ventures/new business opportunities, for
the long term growth of the Company, keeping in mind the future
prospect of auto component business & overall automotive industry as a
whole and with regard to the identification, evaluation and mitigation
of operational, strategic and environmental risks efficiently and
12. Directors And Key Managerial Personnel:
In accordance with the provisions of the Companies Act, 2013 and
Articles of association of the Company, Ms. Dalvinder Kaur Ryait,
Executive Director, retires by rotation at the at the ensuing Annual
General Meeting and being eligible, offer herself for re-appointment.
During the year under review, the members approved the appointments of
Mr. Jasbir Singh Bir, Mr. Upkar Singh Ahuja, Mr. Sanjeev Sethi and Mr.
Iqbal Singh as Independent Directors who are not liable to retire by
rotation. The members have also appointed Ms. Dalvinder Kaur Ryait and
Ms. Amarjeet Kaur Ryait as Executive Directors.
The Company has received declarations from all the Independent
Directors of the Company that each of them meets the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013
and Clause 49 of the Listing Agreement and there has been no change in
the circumstances which may affect their status as independent director
during the year.
In the opinion of the Board, the independent directors possess
appropriate balance of skills, experience and knowledge, as required.
A brief note on Director retiring by rotation and eligible for
re-appointment is furnished in the Report on Corporate Governance.
13. Key Managerial Personnel:
During the year under review, the Company had appointed the following
persons as Key Managerial Personnel:
Mr. Jasbir Singh Ryait - Chairman and Whole Time Director
Mr. Surinder Singh Ryait - Managing Director
Mr. Neeraj Tuli - Chief Financial Officer
Ms. Amninder Kaur - Company Secretary
14. Policy On Directors appointment And Remuneration And Other
The Nomination and Remuneration Committee has laid down the criteria
for Directors'' appointment and remuneration including criteria for
determining qualification, positive attributes and independence of a
The following attributes/ criteria for selection have been laid by the
Board on the recommendation of the Committee:-
- the candidate should possess the positive attributes such as
Leadership, Entrepreneurship, Business Advisor or such other attributes
which in the opinion of the Committee are in the interest of the
- The candidate should be free from any disqualifications as provided
under Section 164 and 167 of the Companies Act, 2013.
- The candidate should meet the conditions of being independent as
stipulated under the Companies Act, 2013 and Listing Agreement entered
into with Stock Exchanges, in case of an independent director.
- The candidate should possess the appropriate qualification, skills,
experience and knowledge in one or more fields of finance, law,
management, sales, marketing, administration, research, corporate
governance, technical operations, infrastructure, medical, social
service, professional teaching or such other areas or disciplines which
are relevant for the Company''s business.
15. Board Evaluation:
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board Evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board in
the following manner:
Sr. No.I Performance evaluation of I Performance evaluation performed
1. Board and individual directors Board after seeking inputs from all
2. Board Committees Board seeking inputs from all committee members
3. Individual Directors Nomination and Remuneration committee
4. Non-independent directors, Board as a whole and Separate meeting of
independent directors after taking the Chairman views from executive
5. Board, its Committees and individual Directors At the board meeting
held after the meeting of the independent directors based on evaluation
carried out as above.
16. Number of Meetings of the Board:
The Board met ten times during the financial year, the details of which
are given in the Corporate Governance Report that forms part of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act, 2013.
17. Familiarization Program For Independent Directors:
To familiarize the new inductees with the strategy, operations and
functions of our Company, the senior management personnel make
presentations to the inductees about the Company''s strategy,
operations, product offerings, markets, organization structure,
finance, human resources, technology, quality, facilities and risk
18. Meetings of the Board and Committees thereof:
This information has been furnished under Report on Corporate
Governance, which is annexed along with Annual Report.
19. Committees of The Board:
Currently, the Board has four committees: the audit committee,
nomination and remuneration committee, stakeholders'' relationship
committee and business development and risk management committee. All
committees consist of a combination of Independent as well as non
independent directors as stipulated under the provisions of the
Companies Act, 2013.
A detailed note on the Board and its Committees is provided under the
Corporate Governance Report section in this Annual Report. The
composition of the committees and compliances, as per the applicable
provisions of the Act and Rules, are as follows:
Name of the Composition of the! Highlights of Duties, responsibilities
Audit Committee Mr. Sanjeev Sethi . The Company has adopted the Vigil
for directors and employees to report concerns
airman about unethical behavior, actual or suspected
Mr. Jasbir Singh Bir fraud, or violation of the Company''s Code of
Conduct and Ethics. The Vigil Mechanism Policy r. asbir in g yai is
appended as Annexure II
Mr.Iqbal Singh . In accordance with the provisions of the Listing
Agreement, the Company has formulated policies on related party
transactions and material subsidiaries. The policies are available
on the website.
Nomination and Mr. Jasbir Singh Bir . The committee overseas and
Remuneration executive compensation, reviews the
Committee airman compensation program to align both short term
Mr. Sanjeev Sethi and long term compensation with business
objectives and to link compensation with the r. p ar ing uja
achievement of measurable performance goals.
- The Nomination and Remuneration Committee has framed the Nomination
and Remuneration Policy. A copy of the policy is appended as
Stakeholders Mr. Sanjeev Sethi - The committee reviews and ensures
Relationship investor grievances.
Committee airman . The committee noted that all the grievances of
Mr.Upkar Singh Ahuja the investors have been resolved during the
Mr. Jasbir Singh Bir year.
Business Development Mr. Surinder Singh Ryait . The purpose of
Committee is to look out for the
and Risk Management new ventures/new business opportunities, for
Committee airman the long term growth of the Company, keeping
MrJasbir Singh Ryait in mind the future prospect of auto component
business & overall automotive industry as a
arma whole and with regard to the identification,
Mr.Anadi Sharma evaluation and mitigation of operational,
strategic and environmental risks efficiently and
20. Auditors, Audit Report and Audited Accounts:
M/s Nanda & Bhatia. (ICAI Firm Registration No. 004342N), Chartered
Accountants, retire as auditors and being eligible, offer themselves
The Auditors'' Report read with the notes to the accounts referred to
therein are self-explanatory and, therefore, do not call for any
further comments. There are no qualifications, reservations or adverse
remarks made by the Auditors.
21. Cost Audit:
Pursuant to the provisions of Section 148 of the Companies Act, 2013,
M/s. P.K. Verma & Co., Cost Accountants were appointed as the Cost
Auditors to conduct audit of cost records.
22. Secretarial Audit:
Pursuant to the provisions of Section 204 and other applicable
provisions, if any, of the Companies Act, 2013, M/s. Bhupesh Gupta &
Associates, Practicing Company Secretaries were appointed as the
Secretarial Auditor for auditing the secretarial records of the Company
for the financial year 2014-15.
The Secretarial Auditors'' Report in Form No. MR-3 as required under the
Act for the financial year ended March 31, 2015 is annexed hereto.
There are no qualifications, reservations or adverse remarks made by
the Secretarial Auditors. The Report forms part of this report as
23. Corporate Governance:
As per the requirement of listing agreement with the Stock Exchanges,
the Company has complied with the requirements of Corporate Governance
in all material aspects.
A report on Corporate Governance (Annexure- I ) together with a
certificate of its compliance from a Practicing Company Secretary,
forms part of this report.
24. Fixed Deposits:
During the year under review, the Company has not accepted any fixed
deposits and as such no amount of principal or interest on deposits
from public was outstanding as on the date of the balance sheet.
25. Safety, Environment and Health:
The Company considers safety, environment and health as the management
responsibility. Regular employee training programmes are carried out in
the manufacturing facilities on safety, environment and health.
26. Particulars of Loans, Guarantees and Investments:
The Company has not given any loans or guarantees or made investments
in contravention of the provisions of the Section 186 of the Companies
Act, 2013. The details of the loans and guarantees given and
investments made by the Company are provided in the notes to the
27. Related Party Transactions:
All related party transactions that were entered into during the
financial year, if any, were on arm''s length basis and were in the
ordinary course of Company''s business. The Company has not entered into
any contract, arrangement or transaction with any related party which
could be considered as material within the meaning of clause 49 of the
All the related party transactions are placed before the Audit
Committee as well as the Board for approval on a quarterly basis.
Omnibus approval was also obtained from the Audit Committee and the
Board on an annual basis for repetitive transactions.
Related party transactions under Accounting Standard - AS18 are
disclosed in the notes to the financial statements.
28. Employee Strength:
The total number of permanent employees on the rolls of the Company was
1794 as on March 31, 2015 (1738 was on the previous year).
29. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the company, will be provided
upon request. In terms of Section 136 of the Act, the Annual Report
excluding the aforesaid information is being sent to all the members
and others entitled thereto. Any shareholder interested in obtaining
such particulars may write to the Company Secretary at the corporate
office of the company. The said information is also available for
inspection at the registered office during working hours up to the date
of the Annual General Meeting.
30. Code of Conduct:-
The Board has laid down a code of conduct for board members and senior
management personnel of the Company. The code incorporates the duties
of independent directors as laid down in the Companies Act, 2013. The
said code of conduct is posted on Company''s website
www.gsgroupindia.com. The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A declaration
signed by the Managing Director is given at the end of the Corporate
31. Prevention of Insider Trading
The Company has also adopted a code of conduct for prevention of
insider trading. All the Directors, senior management employees and
other employees who have access to the unpublished price sensitive
information of the Company are governed by this code. During the year
under Report, there has been due compliance with the said code of
conduct for prevention of insider trading.
The Board at its meeting held on 14th May, 2015 has adopted a revised
Code of Prevention of Insider Trading based on the SEBI (Prohibition of
Insider Trading) Regulations, 2015. The same has been placed on the
website of the Company www.gsgroupindia.com
32. Significant and Material orders passed By the Regulators or Courts
There are no significant or material orders passed by any regulator,
tribunal or court that would impact the going concern status of the
Company and its future operations.
33. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
In accordance with the requirements of Section 134 of the Companies
Act, 2013, statement showing particulars with respect to conservation
of energy, technology absorption and foreign exchange earnings and
outgo is furnished as Annexure V to this report.
34. Extract of Annual Return:
In accordance with the requirements of Section 92 (3) of the Companies
Act, 2013 and rule 12 (1) of the Companies (Management and
Administration) Rules, 2014, an extract of Annual Return in Form MGT-9
is furnished as Annexure No.VI-to this report.
35. Directors'' Responsibility Statement:
Your Directors confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
b) that your Directors have 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 March 31,
2015 and of the loss of the Company for the financial year;
c) that your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) that your Directors have prepared the annual accounts on a going
e) that your Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
f) that your Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Your Directors place on record their sincere appreciation gratitude to
the continuing patronage and trust of our valued customers, bankers,
financial institutions, business associates, shareholders and other
statutory authorities who have extended their continued support and
encouragement to your Company. Your Directors wish to convey their deep
appreciation to the dealers, distributors of the Company for their
achievements in the field of sales and service and to suppliers and
vendors and other business associates for their valuable support.
Your directors also place on record their sincere appreciation for the
enthusiasm and commitment of all its employees for the growth of the
Company and look forward to their continued involvement and support.
For and on behalf of the Board of Directors
Jasbir Singh Ryait Surinder Singh Ryait
Ludhiana: 14th August,2015 Chairman Managing Director
DIN NO.:00104979 DIN No.:00692792