To,
The Members of Galaxy Bearings Limited
Your directors are pleased to present the THIRTY THIRD (33rd) ANNUAL REPORT
of the Company together with the Audited Financial Statements for the year ended March 31,
2023.
FINANCIAL SUMMARY
(Rs.In lakhs)
Particulars |
March 31, 2023 |
March 31, 2022 |
Total Revenue |
12138.21 |
10569.85 |
Total Expense |
9772.70 |
8572.60 |
Profit / (Loss) before Interest and Depreciation |
2365.51 |
1997.25 |
Less: Finance Cost |
28.22 |
34.22 |
Profit/(Loss) Before Depreciation |
2337.29 |
1963.03 |
Less: Depreciation and Amortization Expense |
174.09 |
180.43 |
Profit /(Loss) Before Tax |
2163.20 |
1782.60 |
Provision for taxation |
|
|
Less: Current Tax |
552.00 |
455.00 |
Less: Short / (Excess) Provision of Income Tax of earlier years |
6.64 |
(5.07) |
Less: Deferred Tax Liability / (Assets) |
9.95 |
4.11 |
Net Profit /(Loss) After Tax |
1594.61 |
1328.57 |
Add/(Less): Other Comprehensive income |
(10.36) |
(2.64) |
Total Comprehensive Income for the period |
1584.25 |
1325.93 |
*Footnote: Previous year figures have been regrouped/re-classified wherever
required.
REVIEW OF OPERATIONS
During the year under review, the total revenue of the Company has increased to Rs.
12138.21 lakhs from Rs. 10569.85 Lakhs in financial year 2021-22 and the Profit After Tax
has risen up to Rs. 1584.25 Lakh as against Rs. 1325.93 Lakh in the previous year.
DIVIDEND
In order to conserve the resources, your directors do not recommend any dividend for
the year under review. SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 was Rs. 318.00 Lakhs. 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 fund its employees to purchase the
shares of the Company.
AMOUNTS TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General
Reserve of the Company. The Company earned net profit of Rs. 1594.61 Lakhs which has been
transferred to surplus in the statement of profit and loss account. Thus, total reserve
and surplus stood Rs. 7127.99 Lakhs at the end of the year.
DEPOSITS
During the year under review your company has not accepted or nor renewed any deposits,
within the meaning of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As
per notification issued by SEBI, transfer of shares in physical form has been stopped,
with effect from April 01, 2019. The shareholders who continue to hold shares in physical
form even after April 01, 2019, will not be able to lodge the shares with company / its
RTA for further transfer. Such shareholders have to mandatorily convert their physical
shares to demat form in order to give effect of any transfer. Only the requests for
transmission and transposition of securities in physical form will be accepted by the
Company / RTAs.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES
The Company does not have any Subsidiary Company or Joint Venture Company or Associate
Company during the year under review. Henceforth, the Company is not required to furnish
the details of Section 129(3).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Directorate
During the reporting year, Mr. Navinchandra Mohanlal Patel (DIN: 00016860) retired by
rotation at the 32nd Annual General Meeting and Mr. Pradeep Kumar Chunilal
Khetani (DIN: 01786030) stepped down as Independent Director of the Company and member of
Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility
Committee with effect from October 18, 2022.
The Board places on record its appreciation for the leadership and invaluable
contribution made by Mr. Navinchandra Mohanlal Patel (DIN: 00016860) and Mr. Pradeep Kumar
Chunilal Khetani (DIN: 01786030) during their tenures.
Retirement by rotation and subsequent re-appointment
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Devang
Maheshchandra Gor (DIN: 08437363), Non-Executive-Non-Independent Director of the Company,
who is longest in the office of a director, is retiring by rotation at the ensuing annual
general meeting and being eligible have offered his candidature for re-appointment.
As per the provisions of the Act, the Independent Directors are not liable to retire by
rotation.
Brief resume, nature of expertise, disclosure of relationship between directors
inter-se, details of directorships and committee membership held in other companies of the
Director proposed to be re-appointed, along with his shareholding in the Company, as
stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is
appended as an Annexure to the Notice of the ensuing AGM.
Change in Key Managerial Personnel
During the year, Ms. Urvashi Gandhi, Company Secretary and Compliance Officer resigned
from the said position with effect from July 08, 2022. To fill the said vacancy, the Board
of Directors at its meeting held on August 13, 2022, based on the recommendation of the
Nomination and Remuneration Committee of the Company appointed Ms. Jeel Poshiya as the
Company Secretary and Compliance Officer of the company with effect from August 13, 2022.
INDEPENDENT DIRECTORS
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
they meet the criteria of independence as prescribed under the provisions of the
Act, read with the Rules made thereunder and Listing Regulations. There has been no change
in the circumstances affecting their status as Independent Directors of the Company;
they have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act; and
they have registered themselves with the Independent Director's Database
maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, all Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity required to
discharge their duties with an objective independent judgment and without any external
influence. List of key skills, expertise and core competencies of the Board, including the
Independent Directors, forms a part of the Corporate Governance Report of this Integrated
Annual Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the
Board of Directors has undertaken an annual evaluation of its own performance, performance
of its various Committees and individual Directors. 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act, 2013,
your Directors confirm that:
a) In preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable Accounting Standards have been followed along with proper explanation
relating to material departures, if any;
b) They 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 and of the profit
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 the Companies Act, 2013, for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
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.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the Financial Year
2022-23 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following statutory Committees constituted by
the Board function according to their respective Roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders Relationship Committee
The details of the Committees of the Board along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo stipulated as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is
annexed herewith as 'Annexure - 1'.
PARTICULARS OF EMPLOYEES
The particulars of employees in accordance with the provisions of Section 197 of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, is annexed herewith as
'Annexure - 2'.
There were no employee(s) in receipt of remuneration of Rs. 1.02 Crores or more per
annum or in receipt of remuneration of Rs. 8.50 Lakhs per month, under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The
particulars of employees falling under the purview of Section 197 read with Rule 5(2) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the afore-mentioned annexure of the Board Report.
COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company is in compliance of applicable secretarial standards issued by the
Institute of Company Secretaries of India from time to time.
AUDITORS
> STATUTORY AUDITOR
In terms of provisions of Section 139 of the Act, M/s. J. T. Shah & Company,
Chartered Accountants (Firm Registration No.: 109616W) were re-appointed as Statutory
Auditors of the Company at the 32nd Annual General Meeting (AGM) to hold office
till the conclusion of 37th Annual General Meeting of the Company.
The Report given by the Statutory Auditors on the financial statements of the Company
is part of this Annual Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report. During the year under review,
the Auditors have not reported any fraud under Section 143(12) of the Act.
> SECRETARIAL AUDITOR
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 had
appointed M/s. Jignesh Kotadiya & Co., Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the financial year 2022-23.
Secretarial Audit Report for the year ended March 31, 2023 as per Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure-3'. It does not contain any
qualification, reservation or adverse remark except for:
(i) 100% Promoters' holding of the Company is not in dematerialized mode. As per
Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, to have entire promoters' holding of the Company in dematerialized mode only.
MANAGMENTS' REPLY
The company has sent multiple reminders to promoters, urging them to convert their
shares to dematerialized mode. Despite these warnings, promoters have not taken action.
They were also informed that failure to comply may lead to difficulties in trading shares,
delayed corporate actions, and limited access to information.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website is available on the website of
Company at www.galaxybearings.com/investor.html.
NOMINATION AND REMUNERATION POLICY
The policy of the Company on Nomination and Remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and other employees under Sub section (3) of
Section 178 of the Companies Act, 2013, is annexed herewith as Annexure - 4'.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and
Employees to report about unethical behavior, actual or suspected fraud. The mechanism
provides for adequate safeguards against victimization of Directors and employees who
avail of the mechanism. In exceptional cases, Directors and employees have direct access
to the Chairman of the Audit Committee. The Whistle Blower Policy has been posted on the
website of the Company at www.galaxybearings.com/investor.html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In order to comply with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention, prohibition and redressal of
complaints related to sexual harassment of women at the workplace. All women employees are
covered under the above policy. The said policy has been uploaded on the internal portal
of the Company for information of all employees. During the year under review, no
complaints were reported to the Board.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on corporate governance practices followed by the Company, together with a
certificate from the Company's auditor confirming compliance forms an integral part of
this Report as Annexure-5'.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of
SEBI (LODR) Regulations, 2015 with the Stock Exchanges is presented in a separate section,
which forms a part of the Annual Report annexed as Annexure-6'.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
During the year under review, the company has not given any loans or guarantees or
provided security(ies) and has not made any investments as covered under the provisions of
section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions in accordance with
relevant provisions of the Companies Act, 2013, and SEBI guidelines, which can be accessed
on the Company's website at: www.galaxybearings.com/investor.html
Since all Related Party Transactions entered into by your Company were in the ordinary
course of business and also on an arm's length basis therefore details required to be
provided in Form AOC-2 is not applicable to the Company. Necessary disclosures required
under the Ind AS-24 have been made in the Notes to Financial Statements.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to the Company. The Company's future growth is linked with general economic
conditions prevailing in the market. Management has taken appropriate measures for
identification of risk elements related to the industry, in which the Company is engaged,
and is always trying to reduce the impact of such risks.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility" (CSR)
drive, the Company has undertaken projects in the areas of environment sustainability,
Agroforestry, Maintaining quality of soil and water. These projects are in accordance with
Schedule VII of the Act and the Company's CSR policy.
In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of
Directors of your Company has constituted a CSR Committee. The Annual Report on CSR
activities is annexed to this Report as 'Annexure- 7'. The CSR policy is available at the
Company's web link i.e. www.galaxybearings.com/investor.html. Further, the Company
promises to continue to support social projects that are consistent with the Policy.
MAINTENANCE OF COST RECORDS
The Directors of the Company to the best of their knowledge and belief state that
Company has maintained adequate cost records as required to be maintained by the Company
under the provisions of Section 148 of the Companies Act, 2013 read with the relevant
rules made framed thereunder.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate internal control system 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 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 listed with the BSE, i.e. The Bombay
Stock Exchange Limited. The Company has paid annual listing fees for the Financial Year
2023-24 to BSE.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant/material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its operations in
future.
ACKNOWLEDGEMENTS
The Directors thank the Company's employees, customers, vendors, investors and academic
partners for their continuous support. We place on record our appreciation for the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support. Your directors also wish to thank
its dealers, agents, suppliers, and bankers for their continued support and faith reposed
in the Company.
For and on behalf of the Board of Directors For Galaxy Bearings Limited
Date: August 10, 2023 |
Bharatkumar Ghodasara |
Jyotsna Vachhani |
Place: Ahmedabad |
Whole-time Director |
Director |
|
DIN:00032054 |
DIN: 00535817 |