DIRECTORS' REPORT TO, Galaxy Bearings Limited Your Directors have pleasure in presenting herewith 25 Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31* March, 2015. REVIEW OF OPERATIONS Your Directors inform you that during the year under review your company has earned net profit of Rs. 286.88 Lacs as compared to the previous year 284.38 Lacs in spite of decline in the gross sales of the company during the year under review by 5.58 % (from Rs. 4835.78 Lacs to Rs. 4565.80 Lacs). DIVIDEND As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review. SHARE CAPITAL The paid up Equity Share Capital as on 31* March, 2015 was 318.00 Lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to hind its employees to purchase the shares of the Company. PUBLIC DEPOSITS During the year under review your company has not accepted any deposits within the meaning of Section 73 of the provisions of the Companies Act, 2013. INSURANCE All the properties and insurable assets of the Company, including Buflding, Plant and Machinery, stocks etc, wherever necessary and to the extent required, have been adequately insured. SUBSIDIARIES The Company does not have any subsidiary company. DIRECTORS The Board consists of executive and non-executive directors Including Independent directors who have wide and varied experience in different disciplines of corporate functioning. Mr. Raeshkumar G. Patel has resigned from the office of the directorship w.e.f. 3"1 March, 2015 due to his pre - occupation. The Board of Directors place on record the contribution made by Mr. Rajeshkumar G. Patel as director of our company. During the year under review Mrs. Shetal D. Gor and Mrs. Tuhina R. Bera were appointed as additional directors of the Company w.e.f. 08,h January, 2015. At the Annual General Meeting of the Company held on 27* September, 2014, the Members had approved the appointment of Mr. Jitendra V. Shah, Mr. Pradip C. Khatani and Mrs. Jyotsnaben S. Patel as Independent Directors for a term of five years. The Members had also re - appointed Mr. Bharatfcumar K. Ghodasara as Jt. Managing Director of the Company for a further period of three years with effect from 1* April, 2014. Pursuant to section 152 of the Companies Act, 2013, Mr. Navinchandra M. Patel (holding DIN . 00016860) and Mr. Vinodrai H. Kansagara (holding DIN. 00015696) Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re - appointment The Directors recommend their re - appointment During the year under review Mr. Nayan S. Patel has been appointed as the Company Secretary of the Company w.e.f. 01* February, 2015. Further your company has appointed Mr. Dixit S. Patel as Chief Financial Officer w.e.f 01* October, 2014. In terms of Section 203 of the Companies Act, 2013 Mr. Nayan S. Patel and Mr. Dixit S. Patel were designated as the Key Managerial Personnel (KMPs) of the Company. BOARD MEETINGS During the year under review Eight Board Meetings, Five Audit Committee Meetings and one independent directors' meeting were held. The Details of which are given in Corporate Governance Report The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has earned out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and proviclrtg guidance to the Managing Director & CEO. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. REMUNERATION POLICY The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement The philosophy for remuneration of Directors, Key Managerial Personnel and al other employees of the Company Is based on the commitment of fostering a culture of leadership with trust The Remuneration Policy of the Company is aligned to this philosophy. The Nomination and Remuneration Committee has considered the following factors while formulating the Policy: L The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; II. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and IH. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and al other employees is as per the Remuneration Policy of the Company. Detafc of the Remuneration Policy are given in the Corporate Governance Report DECLARATION BY INDEPENDENT DIRECTORS Pursuant to the requirement of Section 149{7) of the Companies Act, 2013, the Independent Directors have submitted their declaration to the Board that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the Information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) They have selected such accounting polides 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 account of the company for that period; c) They have 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 inegula rides; d) They have prepared the annual accounts on a going concern basis; e} They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion and Analysis and Corporate Governance report are made a part of this report A certificate from the Company Secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 203 read with Rule, S of The Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure -1'. AUDITORS A STATUTORY AUDITORS M/s. J. T. Shah and Company (Firm Reg. No. 109616W), Chartered Accountants, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 27* September, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought by the members of the Company at the ensuing AGM. B. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed R. S. Sharma & Associates (CP. No.: 2118, M. No.: 3126), Practising Company Secretaries to undertake the secretarial audit of the company. C INTERNAL AUDITORS The Company has appointed M/s. R. H. Bhimani & Associates, Chartered Accountants, as Internal Auditor of the company and their report is reviewed by the audit committee from time to time. AUDITORS'REPORT The auditors' report for the year ended 31* March, 2015 and the notes forming part of the accounts referred to in the auditor's report are self - explanatory and give complete information. SECRETARIAL AUDIT REPORT Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed herewith as 'Annexure - 2'. The Secretarial Audit Report is self explanatory. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for the employee to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct This policy is explained in corporate governance report and also posted on the website of company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohtoition and Redress at) Act 2013. There Is no such instance reported during the year under review. EMPLOYEES' STOCK OPTION PLAN Your Company had not provided any employee stock options. PARTICULARS OF EMPLOYEES During the year under review, no employee of the Company was in receipt of remuneration in excess of the limit Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DISCLOSURE IN TERMS OF RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: The information required pursuant to Section 197 read vvtth Rule, 5(1) 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 Art, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for Inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting- If any Memher is interested in obtaining a copy thereof, such Member shall make specific request to the Company Secretary of the Company in this regard EXTRACTS OF ANNUAL RETURN The Extract of Annual Return in Form No. MGT - 9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management and Administration) Rules, 2014 is annexed herewith as 'Annexure-3'. FINANCE The Company's project is continued to be financed by way of borrowings and credit facilities obtained from its bankers, State Bank of India. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act 2013 are given In the notes to the Financial Statements. RELATED PARTY TRANSACTIONS During the year, there were no materially significant related party transactions. The particulars of transactions made with related parties and Details of the remuneration paid to the Directors are disclosed in Note no. 27 to the notes forming part of accounts. BUSINESS RISK MANAGEMENT In terms of the requirement of Clause 49 of the Listing Agreement; the Company has constituted Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate governance Report forming part of the Board of Director's Report In today's challenging and competitive environment, strategies for mitigating inherent risks In accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition. Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of poky, these risks are assessed and steps as appropriate are taken to mitigate the same. CORPORATE SOCIAL RESPONSIBILITY The provisions of Companies Act 2013 regarding Corporate Social Responsibility are not applicable to the company. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. LISTINGS OF SHARES The Equity shares of the Company are presently Isted with the BSE, ie. The Bombay Stock Exchange Ltd. The Company has paid annual listing fees for the year 2015-16 to BSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement The Company's equity shares are under 'compulsory demat'. The ISIN allotted to the Company Is INE02OSO1012. As required by the SEBI's circular, the Company has appointed M/s. UNK INTIME INDIA PRIVATE LIMITED as its Registrar and Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed before the Regulators/Courts which would impact the going concern status of the Company and its future operations. MATERIAL CHANGES No material Changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company. ACKNOWLEDGEMENTS Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from Shareholders, Investors, Dealers, Suppliers, Customers, Corporation, Government authorities, Bankers and other stakeholders. FOR AND ON BEHALF Of THE BOARD Of DIRECTORS, Bharatkumar K. Ghodasara (Director) (Jt Managing Director) DIN: 00032054 Rashmikant Valjibhai Bhatodia DIN: 00020098 Date: 29"' May, 2015 Place: Ahmedabad |