Mar 31, 2015
Dear Members,
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)
2014-15 2013-14
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
Profit/(Loss) before
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
(Excess)/Short provision
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.)
2. Performance:
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
Rs.19.11 lacs.
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.
Quality:
The Company has retained its ISO/TS 16949 certifications for its
Quality Management System.
3. Dividend:
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
production.
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
Company.
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
effectively.
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
Details:
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
Director.
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
Company.
- 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
by
1. Board and individual directors Board after seeking inputs from all
directors
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
directors.
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
management.
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
and activities.
Committee Committee
Audit Committee Mr. Sanjeev Sethi . The Company has adopted the Vigil
Mechanism
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
administers
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
Annexure III
Stakeholders Mr. Sanjeev Sethi - The committee reviews and ensures
redressal of
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
effectively.
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
for re-appointment.
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
Annexure IV.
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
financial statements.
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
listing agreement.
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
Governance Report.
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
concern basis;
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.
36. Acknowledgements:
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
Sd/-
Jasbir Singh Ryait Surinder Singh Ryait
Ludhiana: 14th August,2015 Chairman Managing Director
DIN NO.:00104979 DIN No.:00692792
Mar 31, 2013
The Directors have immense pleasure in presenting the Thirty Ninth
Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended 31st March, 2013:-
1. Financial Results:
(Rs, In Lacs)
2012-13 2011-12
Gross Income 14375,68 14600-82
Less: Excise duty on sale 1668.13 1475.36
Net Income 12707.55 13125.46
Profit befo re De preelatlon,
Intere st & Tax (P B D IT) 279.26 1053.32
Less: Depreciation & Amortization 124.41 112,50
Profit before Interest and Taxes (PBIT) 154.85 940.82
interest & Financial expenses 309,90 249,36
Profit/{Loss) before Tax (PBT) (155.05} 691.46
Less: - Provision for Tax
- Current 00.00 198.50
-Deferred Tax (29.23) 31,23
-Wealth Tax 00,50 0.50
ProfhV(Loss) after Tax (PAT) (126.32) 461.23
Balance of Profit from Previous Year 2254.82 1793.67
(Excess)/Short provision for taxation
and Tax Payment 0.00 0.08
Surpiusretained in ProfIt & Loss
Account 2128.50 2254.82
Earnings per Share (Rs.)
Basic & Diluted (1.05) 4.32
Dividend per Share (Rs.)
2. Performance:
During the year under review, the overall economic growth of the
Country has considerable declined as compared to the growth rate of the
previous year. Further, partial deregulation of the diesel prices, has
not only increase the freight cost of the Company but also increase the
own generation of the power cost, further leads to continuous rise in
the inflation, has forced the Reserve Bank of India to continue to
adopt 3 tight monetary policy, which causes to steep increase in the
interest cost of the Company, Increased the minimum wage, has ail
together impacted the company to a great extent, on the overall
performance of the company.
Due to slower growth in the Indian as well International economy there
was almost nil growth in the automotive industry, particularly in the
commercial vehicle segment In these circumstances, it was not feasible
to pass on the increase in the prices to the ultimate customers, which
was clearly evident in the overall financial position of the Company,
However, in spite of the slowdown in the economy, we were able to
maintain the overall revenue from operations (net) of Rs.12G91.64 lacs,
as compared to revenue from operations (net) of Rs. 13078.66 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.
However, the other income during the year shows a decline of 66.00% to
Rs. 15.91 lacs, as compared to previous year''s other income of Rs.46.80
lacs, which was mainly due to depreciation of Indian rupee as compared
to USD. Other income includes, gain on foreign exchange rate
fluctuations, of Rs.3.75 lacs, as compared to previous year''s, gain on
foreign exchange rate fluctuations of Rs.32.41 lacs.
During the year, your company has earned profit before depreciation &
amortization, Interest & taxes (PBDIT) of Rs.279.2G lacs as compared to
previous year''s profit before depreciation & amortization, Interest &
taxes (PBDIT) of Rs. 1053.32 lacs, showing a negative growth of 73.49%.
After provision for depreciation and amortization of Rs.124.41
(previous year of Rs.112-50 lacs), Interest & financial expenses of
Rs.309-9Q lacs (previous year of Rs.249.36 lacs), the company has
earned a loss before taxes of Rs. 155.05 lacs as compared to the
previous years profit before taxes (PBT) of Rs,69l.46 lacs.
After providing a provision for taxation, deferred tax & wealth tax of
Rs.2S.73 lacs (previous year Rs,230,23 lacs) there was a loss of
Rs.126.32 lacs as compared to previous year''s profit aftertax (PAT) of
Rs.461.23 lacs.
Foreign Exchange Earnings:
During the year, your company is the net foreign exchange earner and
earned net foreign exchange of Rs,710.43 lacs (previous year Rs.749,69
lacs,), showing a marginal decline of Rs.39.26 lacs, after taking
foreign exchange payments of Rs,7.32 Lacs (previous year Rs.59.1S
lacs), on account of foreign exchange outgo, for import of material &
others.
Quality:
The Company has retained its ISO/TS 16949 certifications for its
Quality Management System.
3. Dividend:
During the period under review, the Board has decided not to recommend
any dividend for the financial year 2O12-2013, keeping in mind, the
long term funds requirement of the Company, for the ongoing major
expansion at Jamshedpur.
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 is in the process of setting a ferrous casting components unit
at Jamshedpur.
5. Ca s h f I ow Statem e nt:
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, 2013, is annexed hereto.
6. Fixed Deposits:
During the year, the Company has not invited any deposits from the
public.
7. Pledge of Shares:
None of the Equity Shares of the Directors of the Company or the
promoter''s group company are pledged, with any banks or any other
financial institutions.
8. Credit Rating:
During the year under review, the CRISIL has downgrade its ratings on
Company''s long term credit facilities from CRISIL BBB/Stable to CRISIL
BBB/Negative and on company''s short term credit facilities from CRISIL
A3 to CRISIL A3,
9. Manufacturing unit at Jamshedpur:
The Company has successfully completed the first phase of its new
manufacturing unit at Jamshedpur and has also commenced the Commercial
production of its first phase and the commercial production of the
second phase will commenced in the month of July, 2014. The delay was
mainly due to overall slowdown in the economy. We hereby regret for the
delay in the commencement of the commercial production of the above
said unit.
The Company has already incurred a sum of Rs.42.02 Cr as at 13th
November, 2013, for the purchase of various machinery, electrical
equipment, installation of pre fabricated building sheds along with the
advance payment to contractors of building & suppliers of various
machineries & other equipments etc, for the both the phases of its new
manufacturing unit at Jamshedpur.
10. Merger;
As conveyed to you earlier in our last year annual report that the
Board of the Directors of your Company had already approved in
principal, the merger of one of its group company "G.S. Automotives
Private Limited" with your Company.
In this regard, it is hereby further submitted that the Board of
Directors of the Company had further approved the Scheme of
Amalgamation along with the share swap ratio for the above said
amalgamation, to be effective w.e.f Qlrf April, 2012 & has further
received the no observation letter from The Bombay Stock Exchange
Limited (the designated stock exchange in this regards) & accordingly
had filed a petition with the Hon''ble High Court of Punjab and Haryana,
Chandigarh under section 391 to 394 of the Companies Act, 1956, for
their approval to the above said amalgamation,
The Hon''ble High Court of Punjab and Haryana, Chandigarh has made the
directions to the company to hold the Court convened meeting of its
Shareholders/Members, Secured & Unsecured Creditors and Creditors on
dated 14lh December, 2013.
The Board of Directors of the company is hopeful of completing all the
required and necessary regulatory procedures and formalities by
February, 2014.
11. DI recto Ks Re s po ns i bl llty State m e nt:
In terms of Section 217 (2AA) of the Companies Act, 195G, with respect
to Directors'' Responsibility Statement, your Directors, to the best of
their knowledge and belief and according to the information and
explanations obtained by them with respect to the statement of Profit
and Loss for the financial year ended 31st March, 2013 and the Balance
Sheet as at that date ["financial statements") confirm that:
i) The financial statements have been prepared on a going concern
basis. In the preparation of the financial statements the generally
accepted accounting principles (GAAP) of India and applicable
accounting standards issued by The Institute of Chartered Accountants
of India, have been followed.
(ii) Appropriate accounting policies have been selected and are being
applied consistently. Judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the company as at the end of the financial year and of
the profit of the Company for that period. Significant accounting
policies and other required disclosures have been made in Notes to the
Financial Statements.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities. To ensure
this, the company has established internal control systems, consistent
with its size and nature of operations. In weighing the assurance
provided by any such system, its inherent limitations should be
recognized. These systems are reviewed and updated on an ongoing basis.
Periodic internal audits are conducted to provide reasonable assurance
of compliance with these systems. The company has an Internal Audit
department, which coordinates the internal audit process. The Audit
Committee of the Board meets at periodic intervals to review the
internal audit function.
{iv) The financial statements have been audited by M/s Nanda & Bhatia,
the Statutory Auditors, and their report is appended thereto.
12. Directors:
During the year under review, Mr, Satish Monga & Mr. Jayant Davar,
independent Directors of the Company, step down from the Board of the
Company, due to their pre engagement, professional & personal
Commitments. The Board acknowledges and places on record its deep
appreciation for the contribution made by both the directors of the
Company.
Your Directors also welcome, Mr. Iqbal Singh, as an Additional Director
of the Company, with effect from I5n June, 2013 to hold the office till
the ensuing Annual General Meeting in accordance with the provisions of
Section 2G0 of the Companies Act, 1956. The requisite resolution for
his appointment as Director of the company has been set out in the
notice of the ensuing Annual General Meeting for the approval of the
shareholders.
In accordance with the provisions of the: Companies Act, 1956 and the
company''s Articles of Association, Mr. Upkar Singh Ahjua and Mr.
Sanjeev Sethi, retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment as directors.
The information on the particulars of Directors/profile of these
Directors, seeking re- appointment and appointment, as required under
CJause-49 of the Listing Agreement, executed with the Stock Exchanges,
are given in the Notice of the Annual General Meeting.
None of the directors appointed or re-appointed are disqualified for
being appointed as directors as specified in Section 274 (1) (g) of the
Companies Act, 1956,
13. Re-Constitution of Remuneration Committee:
Mr. Jasbir Singh Bir, have been appointed as members of Remuneration
Committee of the Company w.e.f 15Â June, 2013 in the place of Mr.
Satish Monga & Mr.Jayant Davar, as both the directors have resigned due
to their pre engagement professional & personal Commitments.
The Re-Constituted Remuneration Committee consists of the following
members''
1. Mr. Sanjeev Sethi
2. Mr. Upkar Singh Ahuja
3. Mr.Jasbir Singh Bir
14. Re-Constitution of S h arch o I de rs/1 nvesto rs G rieva nee Co m
m ittee:
Due to the resignation of Mr Satish Monga, Mr. Jayant Davar, due to
their pre engagement, professional & personal Commitments, the
Re-Constituted Shareholders & Investors Grievance Committee consists of
the following members:
1. Mr. Sanjeev Sethi
2. Mr. Upkar Singh Ahuja
3. Mr, Jasbir Singh Bir
IS Re-Co nstitution of A ud it Co m m ittee:
Due to the resignation of Mr Satish Monga, the Re-Constituted Audit
Committee consists of the following members:
1. Mr. Sanjeev Sethi
2. Mr. Jasbir Singh Ryait
3. Mr. Jasbir Singh Bir
16, A ltd itors a nd t heir Repo rt:
M/s Nanda & Bhatia, Chartered Accountants, Ludhiana (Firm Registration
NO.Q04342IM), Statutory Auditors of the Company, retires at the ensuing
Annual General Meeting and are eligible for re-appointment. The Company
has obtained a written certificate from them to the effect that their
re-appointment, if made would be, with in the limit prescribed under
section 224(1B) of the Companies Act, 19S6,
The Statutory Auditors of the Company have submitted their Auditors''
Report on the accounts of the Company, for the financial year ended
31tl March, 2013. The observations and comments given by the Auditors
in their report, together with notes to Accounts are self explanatory
and hence do not call for any further comments under Section 217 of the
Companies Act, 1956.
17. E m p Joy e e Str e ngth:
The total numbers of permanent employees on the roll of the Company
were 1030 as on 31st March, 2013 (previous year 1115).
18. E m p loyee Rel at ion s:
Employees Relations remained cordial and harmonious throughout the
year. The Management
Discussion and Analysis, gives an overview of the developments in
Industrial Relations, during the year.
19. Particulars of Employees:
None of the employees was covered for disclosure under section 217 (2A)
of the Companies Act, 19SG read with Companies (Particulars of
Employees} Rules 1975, during the year under review.
20. Off ice or pi a c e of profit:
Mr. Harkirat Singh Ryait S/o Sh. Jasbir Singh Ryait, Chairman and Whole
Time Director of the Company, was appointed as an employee of the
Company, to hold office or place of profit u/s 314 of the Companies Act
1956 pursuant to your approval in the Extra Ordinary General
Meeting, held on 15th April, 2011.
There is no change in the terms of his employment from the date of his
appointment till the end of financial year 2012-13.
21. Co rpo rate G o ve ma nee:
It has been the endeavor of your company to follow and implement the
best practices in corporate governance, in letter and spirit. The
report of Corporate Governance as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges, form part of the Annual
report,
A certificate from the Statutory Auditors of the Company regarding
compliance with the conditions of corporate governance as required
under Clause 49 of the Listing Agreement is part of this report.
22. Sec reta r ia J Stan da rd of JCSI:
Secremrinstitute of Company Secretaries of time lo time are currently
recommendatory in nature. Your company is however complying with the
same.
23. Related Party:
Note No.66 of the financial statement set out in the nature of
transactions with the related parties. Transactions with related
parties are carried out at arm''s Length. The details of such
transaction are placed before the Audit Committee.
24. Cost Auditor:
Your Company is required to maintain cost accounting records pursuant
to the (Cost Accounting Records) Rules, 2011 vide notification dated
Pursuant to order no. 52/26/CAB/2010 dated 24th January, 2012 issued by
the Ministry of Corporate Affairs, the appointment of Cost Auditors
become mandatory for your Company pursuant to the provisions of Section
233B of the Companies Act, 1956. Your Company has appointed M/s J Verma
& Associates, Cost Accountants, as cost auditors of the Company, for
the financial year 2013-14 to conduct cost audit of the accounts and
records maintained by the Company.
25. Corporat e Social Respo n si bl I ity:
"GS" has always been recognized as a responsible corporate citizen. We
care for the well being of the society. CSR represents an interesting
evolution and culmination of philanthropy and ethics. Specifically,
corporate philanthropv has evolved from the monetary donation and
donation in kind to charitable organizations because "it''s the right
thing to do" to more strategic philanthropy where donations are focused
on a theme that has some relationship to the company''s core business.
Your Company has & in the continuous process for the contribution to
the welfare of the Society at large, during the year and in the days to
come. A detailed report on the CSR activities, initiated by the Company
during the year, is described in the report of Management Disclosure &
Analysis annexed in this Annual Report,
26. I rrte. rnal Cont ro I System:
The Company''s Internal Control System is commensurate to the size &
nature of its business and it ensures timely and accurate financial
reporting in accordance with all the applicable accounting standards,
ensure optimum utilization, efficient monitoring, timely maintenance
and safety of assets, Compliance with all the applicable laws,
regulations, listing agreements and management policies, effective
management information system and review of other systems.
In order, to further strengthen the Company''s Internal Audit
Department, the Board of Directors of the Company had appointed, M/s S.
Jain & Company, Chartered Accountants Ludhiana, as an Internal Auditors
of the Company. The Internal Auditors independently evaluates the
adequacy of internal control and concurrently audit the majority of the
transactions. Independence of the audit and compliance is ensured by
direct reporting of Internal Audit Division and Internal Auditors to
the Audit Committee of the Board.
27. Qua I ity Co ntr ol & C ustom er Sat isf act io n:
The Company totally adheres to the ISO/TS 16949 norms and continuously
strives to achieve world class quality by strictly adhering to the
quality standards. The Company has also been awarded ISO 14001 & 18001
for environmental Management systems.
The Company has been receiving continuous support from all its
customers. The Company is closely working with all customers in terms
of new product development, improvement in quality level etc. to meet
expectations of the customers.
28. Statutory Disclosures:
Your directors have made necessary disclosure, as required under
various provisions of the Act and Clause 49 of the Listing Agreement.
29. Nature of Business:
During the year, there has been no change in the nature of the business
of the Company.
30. Subsidiaries:
Your Company does not have any subsidiary Company.
31. 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.
32. Conservatiori of Energvr Techiiologv Absorptlonand Foreign
EKchanee Earningsand Outgo:
The particulars relating to energy conservation, technology absorption
and foreign exchange earnings and outgo, as required under Section
217[l)(e) of the Companies Act 19S6 read with the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, and forming part of the Directors'' Report, is given as Annexure
"A" to this report.
33. Environment Compliance;
The Company has complied with all the requirements regarding management
of pollutants of manufacturing units and also conducts Environment
Audits of its unit at regular intervals. The Company has obtained all
Environmental consents such as air, water and hazardous waste
authorization from respective Pollution Control Boards and is in
compliance with the present environmental legislation,
34. Listing:
The Securities of your Company are listed at The Bombay Stock EKchange
Limited (BSE) and The Ludhiana Stock Exchange Limited (LSE) and the
Company has paid all the requisite Annual
Listing Fees to all the above said stock exchanges.
35. Investor Relations:
Your Company always endeavors to keep the timely response to
shareholder''s requests/ grievances at a minimum, Priority is accorded
to address all the issues raised by the shareholders and provide them a
satisfactory reply at the earliest possible time. The Shareholder''s/
Investor Grievances committee of the Board meets periodically and
reviews the status of redresses of investor''s grievances.
36. Compa ny Sec reta ry:
Ms Amninder Kaur was appointed as the Company Secretary as per the
provisions of Section 383 A of the Companies Act, 1956. She was also
designated as the Compliance Officer in terms of the Listing Agreement.
37. Acknowledgements:
Your Directors place on record their sincere gratitude to the
continuing patronage and trust of our valued customers, bankers and
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 &
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 behaJf of the Board of
Directors
For G.5. Auto International Limited
Sd/-
Suririder Singh Ryait
Ludhiana: 25 November, 2013 Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the 36th (Thirty-Sixth)
Annual Report on the business and operations of the Company and the
accounts for the Financial Year Ended 31 st March, 2010.
I.FINANCIAL RESULTS;
(Rs. in Lacs)
2009-10 2008-09
Sales and Other Income 10304.17 9299.38
ProfitbeforeDepreciation,lnterest&Tax(PBDIT) 850.06 546.93
Interests Financial expenses 114.92 157.31
Profit before Depreciation & Tax (PBDT) 735.14 389.62
Depreciation & Amortization 88.16 77.57
Profit before Tax (PBT) 646.98 312.05
Less: Provision for Tax Current 208.00 95.00
Fringe BenefitTax - 7.85
Deferred Tax 34.30 7.30
ProfitafterTax(PAT) 404.68 201.90
Balance of Profit from Previous Year 1150.88 947.01
Income Tax Adjustments for earlier years - (1.97)
Profit Available for Appropriation 1555.56 1150.88
APPROPRIATIONS
Proposed Dividend on Equity Shares 44.00 -
Tax on above dividend 07.47 -
Transfer to General Reserve 40.50 -
Surplus retained in Profits LossAccount 1463.59 1150.88
Earning per Share (Rs.)
-Basic 5.91 5.95
-Diluted 5.38 2.52
Dividend per Share (Rs.) 0.55 -
2. DIVIDEND;
The Board of Directors had declared an Interim dividend of Rs. 0.55 per
share (i.e. 11%) (Previous Year NIL) on the face value of Equity Share
of Rs. 5/-each, for the financial year 2009-2010. The Equity dividend
outgo for the financial year 2009-10, inclusive of dividend
distribution tax amounted to Rs. 7.47 Lacs, had absorbed a sum of Rs.
51.47 Lacs (Previous Year NIL). The same was distributed to the
Shareholders, whose names appeared on the Register of Members as on
23rd April, 2010. The Board has decided not to recommend any further
dividend for the financial year 2009-10.
3. TRANSFER TO GENERAL RESERVE;
Your Company has transferred Rs.40.50 Lacs (Previous year Rs.Nil) to
General Reserve during the financial year 2009-2010.
4. EXPORTS;
Exports for the year ended 31 st March, 2010 have been decreased to
Rs.763.45 lacs, as compared to previous year exports of Rs.1101.29
lacs, showing a decline of 30.68%, only due to worse economic
conditions in Euro Zone.
5. PERFORMANCE;
Your Company, for the financial year ended 31st March, 2010, performed
satisfactory during the year, despite challenging economic conditions,
by changing its inter segment marketing strategy, however there was
pressure on the margin front, due to increase in the commodity prices
in the second half of FY10. The total turnover of the Company for the
year under review is Rs. 10253.10 Lacs, as compared to the previous
year turnover of (Rs. 9234.25 Lacs) registering a satisfactory growth
of 11.03%, which was mainly due to better than expected turnaround in
the Indian Automobile Industry as well as stabilizing global market
conditions. The Company earned profit before depreciation, interest &
tax (PBDIT) for the Year 2009-2010 Rs.850.06 Lacs as compared to the
previous years Net Profit before depreciation, interest & tax of (Rs.
546.93 Lacs), registering a growth of 55.42 %, which is quite
satisfactory as compared to the previous year, the higher margins in
the year was due to better capacity utilization, softening of interest
rates and softening of commodity prices during the first half of FY10.
After providing for depreciation of Rs. 88.16 Lacs, previous year (Rs.
77.57 Lacs), interest of Rs. 114.92 Lacs, previous year (Rs. 157.31
Lacs), Provision for Current Tax / Deferred Tax of Rs. 242.30 Lacs,
previous year (Rs.110.15 Lacs) and Income Tax Adjustments for earlier
years Rs. NIL of previous year of (Rs. 1.97 Lacs), the net profit after
tax (PAT) worked out to Rs. 404.68 Lacs as compared to previous year of
(Rs. 201.90 Lacs) showing an increase of 100.44 % which is quite
satisfactory; Foreign Exchange Earnings;
The Company during the year is a net Foreign Exchange Earner. During
the current year, the Companys net foreign exchanges earning were
Rs.621.23 Lacs (Rs.865.58
Lacs) after taking payments of Rs. 86.48 Lacs (Rs.70.50 Lacs), on
account of foreign exchange outgo, on account of import of material &
others. Quality;
The Company has retained its ISO/TS16949 certifications for its Quality
Management System. 6. ISSUE OF EQUITY SHARES;
You will be glad to note that during the year under review on dated
July 01,2009, your Company has successfully raised funds Aggregating to
Rs.460 (Four Hundred Sixty) Lacs by issue of 46,00,000 (Forty Six Lacs)
Equity Shares of the face value of Rs.5/- each at a premium of
Rs.5/-per Equity Share, upon the successful conversion of 23, 00,000
(Twenty Three Lacs) warrant, earlier issued on dated January 07,2008,
of the face value of Rs.20/- (Rs.Twenty) per warrant, (to be converted
into equivalent number of Equity shares of the face value of Rs.10/-
(Rs.Ten) each, at a premium of Rs.10/- (Rs.Ten) per Equity share)
.consequent on the receipt of the full amount from all the
warrant holders. Consequent upon the allotment of aforesaid Equity
Shares, the paid up Equity Share Capital of the Company, has increased
to Rs.4,00,00,000/- (Rs.Four Hundred Lacs) comprising of 80,00,000
(Eighty Lacs) Equity Shares of the face value of Rs.5/- (Rs.five) each.
The above said money raised through preferential issue, is being used
for setting up a manufacturing facility for the manufacture of Auto
Components at Jamshedpur. The Board of Directors, had further allotted
40,00,000(Forty lacs) warrants @
Rs.27.41 per warrant, to the promoters and others on dated 06th
February,2010, pursuant to the approval from the Members of the Company
at the Extra Ordinary General Meeting held on 26th December,2009,on
preferential basis , pursuant to the Provisions of section 81 (1 A) and
other applicable provisions of the Companies Act, 1956 (to be
optionally convertible, within a period of Eighteen months from the
date of allotment, into equivalent number of Equity Shares of the face
value of Rs.5/- (Rs.five) each, at a premium of Rs.22.41 (Rs.Twenty Two
and Paise Forty One) per Equity Share, keeping in mind the expansion of
the project at Jamshedpur along with modernization & capacity
expansions for various auto components, presently being manufactured,
at its manufacturing unit at Ludhiana . As at 31 st July, 2010 the
Company has received Rs.488.31 Lacs, being a part of the total amount,
due from the above said warrant holders. 7. RE-CONSTITUTION OF AUDIT
COMMITTEE;
Mr. Satish Monga & Mr.Sanjeev Sethi have been appointed as members of
Audit Committee of the Company w.e.f 09th August,
2010.
The Re-Constituted Audit Committee consists of the following members:
1.Mr.Jasbir Singh Ryait
2,Mr.SatishMonga
3.Mr.SanieevSethi
8. RE-CONSTITUTION OF SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE;
Mr. Sanjeev Sethi has been appointed as member of Shareholders &
Investors
Grievance Committee of the Company w.e.f. 09th August, 2010.
The Re-Constituted Shareholders & Investors Grievance Committee
consists of the following members:
LMr.Sanjeev Sethi
2. Mr. Surinder Singh Ryait
3. Mr.Sewa Singh
9. CONSTITUTION OF REMUNERATION COMMITTEE;
The Company has Constituted Remuneration Committee w.e.f. 09th August,
2010. The Newly Constituted Remuneration Committee consists of the
following members: 1 Mr. Satish Monga
2. Mr. Sanjeev Sethi
3. Mr. Makhan Singh
10. 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, 2010, is annexed hereto.
11. MANUFACTURING UNIT AT JAMSHEDPUR;
The Company had laid the foundation stone for the setting of new
manufacturing unit at Jamshedpur, for the manufacturing of Auto
Components and has already placed all the orders for the machineries,
which has high delivery period. This unit will have a state of the art
technology, high pressure moulding line Machine, for the manufacturing
of Casting Components and is hopeful to start commercial production of
this unit by December, 2010.
12. AUDITORS REPORT;
The Statutory Auditors of the Company have submitted Auditors Report
on the accounts of the Company, for the financial year ended 31st
March, 2010.In their reports, they have made an observation regarding
non provision of doubtful debts of Rs.2.81 Lacs by the Company, in Note
no.6 of the Notes to Accounts in Schedule "O". As the legal case
against one of the debtors of the Company, is at the final stage of the
settlement, where the ultimate outcome of the settlement in the case,
of the recovery of the dues, can only be ascertained only at the final
hearing, further the Company is hopeful of recovering fullest amount
from the said debtor, hence provision for the same have not been
provided in the books of accounts. Further all the points of Auditors
Report are self explanatory and need no comments.
13. MANAGEMENT DISCUSSION AND ANALYSIS;
A detailed analysis of the Companys performance is contained in the
Management Discussion and Analysis Report, which form part of the
Annual Report.
14. CORPORATE GOVERNANCE;
The Company has been pro-active in following the principles and
practices of good Corporate Governance. Your Directors are committed to
transparency in all its dealings and places high emphasis on business
ethics. The Company has taken adequate steps to ensure that the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreements with the Stock Exchanges are complied in its letter
and spirit.
A separate statement on Corporate Governance code along with a
certificate from the Company Secretary, regarding the compliance of
code of corporate governance, as stipulated under clause-49 of the
Listing agreement, are annexed to this Report;
15. SECRETARIAL AUDIT;
As per SEBI requirement, Secretarial audit is being carried out at
specific periodicity by a practicing Company Secretary. The findings of
the audit have been satisfactory. The Board of Directors of the Company
has appointed M/s Harmandar Nanda & Associates, Company Secretary in
whole time practice, as Secretarial Auditor of the Company. The
Secretarial Audit Report for the year ended 31 st March, 2010, which is
self explanatory, is attached as a part of the Annual Report.
16. EMPLOYEE RELATIONS;
Employees Relations were remained cordial and harmonious throughout the
year. The Management Discussion and Analysis gives an overview of the
developments in Industrial Relations, during the year.
17. LISTING;
The securities of your Company are listed at The Bombay Stock Exchange
Limited (BSE), The Delhi Stock Exchange Limited (DSE), The Ludhiana
Stock Exchange Limited (LSE) & The Ahmedabad Stock Exchange Limited
(ASE). Further your Company has paid the requisite annual Listing fees
to all the above said stock exchanges, where its securities are listed
18. FIXED DEPOSITS;
During the year the Company has not invited any deposits from the
public;
19. PLEDGE OF SHARES;
None of the Equity Shares of the Directors of the Company are pledged,
with any banks or any other Financial Institutions.
20. DIRECTORS;
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Mr. Jasbir Singh Ryait and
Mr.Sewa Singh, Directors of the Company, retire by rotation and being
eligible, offer themselves for re-appointment; The Company has
appointed Mr.Sanjeev Sethi and Mr.Satish Monga, as Additional Directors
of the Company, with effect from 09th August, 2010, to hold the office
till the ensuing Annual General Meeting.
The above appointment/re-appointment form part of the Notice of the
Thirty-Sixth Annual General Meeting. The information on the particulars
of Directors/profile of these Directors, seeking re-appointment and
appointment, as required under Clause- 49 of the Listing Agreement,
executed with the Stock Exchanges, are given in the Notice of the
Annual General Meeting.
21. DIRECTORS RESPONSIBILITY STATEMENT;
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, your
Directors accept the responsibility for the integrity and objectivity
of the Profit and Loss Account for the financial year ended 31 st
March, 2010 and the Balance Sheet as at that date ("financial
statements") and confirm that:
i) The financial statements have been prepared on a going concern
basis. In the preparation of the financial statements the applicable
accounting standards issued by The Institute of Chartered Accountants
of India have been followed. ii) The Directors have, in the selection
of the accounting policies, consulted the Statutory Auditors and theses
have been applied consistently and reasonable and prudent judgments and
estimates nave been made so as to give a true and fair view of the
state of affairs of the Company as at the end of financial year and the
profit of the Company for the year ended on that date. Significant
accounting policies and other required disclosures have been made in
Schedule "0" annexed to the Financial Statements.
iii)The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities. To ensure this, the Company has established internal
control systems, consistent with its size and nature of operations. In
weighing the assurance provided by any such system, its inherent
limitations should be recognized. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted to
provide reasonable assurance with these systems. The Company has an
Internal Audit department which coordinates the internal audit process.
The Audit Committee of the Board meets at periodic intervals to review
the internal audit functions.
iv) The financial statements have been audited by M/s Nanda & Bhatia,
the Statutory Auditors and their report is appended thereto.
22. STATUTORY DISCLOSURES;
Your Directors have made necessary disclosures, as required under
various provisions of the Act and Clause 49 of the Listing agreement.
23. SUBSIDIARIES;
Your Company does not have any subsidiary Company.
24. 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.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO;
The particulars relating to energy conservation, technology absorption
and foreign exchange earnings and outgo, as required under Section
217(1)(e) of the Companies Act 1956 read with the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988 and forming part of the Directors Report, is given as Annexure
"A" to this report;
26. ENVIRONMENT COMPLIANCE;
The Company complies with all the requirements regarding management of
pollutants of manufacturing units and also conducts Environment Audits
of its unit at regular intervals. The Company has obtained all
Environmental consents such as air, water and hazardous waste
authorization from respective Pollution Control Boards and is in
compliance with the present environmental legislation.
27. PARTICULARS OF EMPLOYEES;
There were no employees as required under section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules 1975;
28. INTERNAL CONTROL SYSTEM;
The Companys Internal Control System is commensurate to the size &
nature of its business and it ensures timely and accurate financial
reporting in accordance with all the applicable accounting standards,
ensure optimum utilization, efficient monitoring, timely maintenance
and safety of assets, Compliance with all the applicable laws,
regulations, listing agreements and management policies, effective
management information system and review of other systems.
29. DEMATERIALISATION OF SECURITIES;
As the members are aware, your Company has made arrangements, to
dematerialize its Equity Shares, with National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL),
for the dematerialisation of its Equity Shares, pursuant to the
Depositories Act, 1996. All the valid applications received,
fordematerialisations have been acted and as on 31st March, 2010,83.59%
of the total number of Equity Shares were indematerializedform.
30. COST ACCOUNTING RECORDS;
Your Company is required to maintain cost accounting records pursuant
to the Cost Accounting Records (Engineering Goods) Rules, GSR 279(E)
dated 24th April, 2001.The Company has complied with the above
requirement for the year ended 31st March, 2010.
31. STATUTORY AUDITORS;
M/s Nanda & Bhatia, Chartered Accountants, Auditors of the Company,
retires as Auditors of the Company and have given their consent for
re-appointment. The Shareholders approval will be required to elect the
Auditors. As required under the provisions of Section 224 (IB) of the
Companies Act, 1956, the Company has obtained a written certificate
from the above Auditors, proposed to be re- appointed, to the effect
that their re-appointment, if made, would be in conformity with the
limits specified in the said section. Board recommends the appointment
of M/s Nanda & Bhatia, as Auditors of the Company, to hold office from
conclusion of this meeting, until conclusion of the nextAnnual General
Meeting.
32. ACKNOWLEDGMENTS;
Your Directors place on record their sincere appreciation of the
continued support and assistance extended during the year by all its
Clients, Business Associates, Supplier Partners, Vendors, Bankers and
Investors. Your Directors also place on record their sincere
appreciation of the services rendered by all the employees, at all
levels, for their hard work, dedication, contribution, support,
commitment and further maintain a harmonious environment for productive
work, that have enabled the Company to steer itself through a tough and
a more challenging year for marching ahead and further look forward to
their continued support in future as well. The Directors thank the
financial institutions/ Banks; Government of India & State Government
for their understanding, co-operation, assistance extended and
continued support to the Company & Auto Component Industry in general,
during the year.
Your Directors acknowledge with thanks all the members and shareholders
for their continuing patronage & confidence reposed in the Company.
For and on behalf of the Board
Surinder Singh Ryait
Ludhiana: 14th August, 2010 Managing Director