gammon india ltd share price Directors report

To

The Members of

Gajra Bevel Gears Ltd.

The Directors presenting their 44^th Annual Report together with the Audited Standalone Financial Statements of Gajra Bevel Gears Ltd.("the Company" or "GBGL") for the year ended 31^st March, 2019.

HIGHLIGHTS OF PERFORMANCE

• Total revenue for the year was Rs.0.41 Lakhs as compared to Rs. 0.40 Lakhs in the previous year hence, declined by 1.50%;

• Net sales for the year were Nil as compared to Nil in the previous year, no change;

• Profit/(Loss) before tax for the year was Rs.(14.31) Lakhs as compared to Rs. (14.63) Lakhs in the previous year;

• Profit/(Loss) after tax for the year was Rs.(14.31) Lakhs as compared to Rs. (14.63) Lakhs in the previous year.

FINANCIAL RESULTS

The Summarized financial results are as under:

(Rs. In Lakhs)

Particulars	Year ended
	31.03.2019	31.03.2018
Revenue from operation	0.00	0.00
Other Income	0.41	0.40
Total Income	0.41	0.40
Total Expenses	14.72	15.04
Profit/Loss before Interest, Depreciation & Tax (EBIDTA)	(14.31)	(12.46)
Less: Interest	-	-
Less: Depreciation and amortization expenses	-	2.17
Profit /Loss before Tax	(14.31)	(14.63)
Less: (a) Current Tax	0.00	0.00
(b) Deferred Tax	0.00	0.00
(c) Earlier year (Income Tax and Commercial Tax)	0.00	0.00
Net Profit/Loss for the year	(14.31)	(14.63)
Losses Carried to Balance Sheet	(14.31)	(14.63)
Paid up Equity Share Capital	940.075	940.075
Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.)	(0.15)	(0.16)

DIVIDEND

Due to losses during the year as well as huge accumulated losses of the previous financial years your directors are not able to recommend any dividend for the year 2018-19. (Previous year 2017-18 -Nil)

SHARE CAPITAL & LISTING

The paid-up Equity Share Capital as on 31^st March, 2019 was Rs. 940.075 Lakhs divided into 94,00,750 equity shares of Rs. 10/- each. During the year under review, it has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31^st March, 2019, none of the Directors of the Company hold convertible instruments of the Company. The Company s 79,95,400 shares are listed by the BSE and the Company is making efforts to get listing of the remaining shares which were issued long back on preferential basis on restructuring of loans and otherwise. The Company s shares are listed with the BSE and the trading was restricted during the year under surveillance measure. The Company has made payment of the listing fee for the year 2019-20 to BSE.

TRANSFER TO RESERVE

During the year, your company has not transferred any amount to the General Reserves or any other reserves during the year. (Previous year-Nil).

FINANCE

Cash and cash equivalent as at 31^st March,2019 was Rs.0.64 Lakhs as compared to Rs.0.71 Lakhs in previous year.

DEPOSITS

The details relating to deposits, covered under Chapter V of the Act

(a) Accepted during the year	: Nil
(b) Remained unpaid or unclaimed as at the end of the year	: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

Details of deposits which are not in compliance with the requirements of Chapter V of the Act:

The Company has not accepted any deposits which are not in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your company has not provided any loans, advances given nor provided any guarantee or securities to any other persons or body corporate during the financial year under review, pursuant to the section 186 of the Companies Act, 2013. However, your company has made investments which are as under: (Rs. in Lakhs)

Name of the company	Nature of Transactions	Investment made/ Guarantee/ Loans Provided	Opening Balance as on 01/04/18	Transactions made during the year	Closing Balance as on 31/03/19
Equity Shares of IDBI	Non-Current	Investment	5.85	0.00	5.85

OVERALL REVIEW AND FUTURE PROSPECTS

The Company has no manufacturing/business activity during the year ended on 31^stMarch, 2019. The management of the Company is making continuous efforts for rehabilitation of the Company and in course of that, so far, succeeded in the settlement of dues of SBI, IFCI, IDBI and MPSIDC with the financial support of the strategic investors M/s Abhimanyu Agro Pvt. Ltd. and M/s Rani Agro Pvt. Ltd. The settlement of the dues of M.P. Financial Corporation is still pending for which suitable efforts are being made. The management of the Company is making best of their efforts to restore the manufacturing activity of the Company as early as possible.

FINANCIAL REVIEW AND STATUS OF SICKNESS

To reconcile the dues of MPFC, towards earlier years, on account of interest, penal interest and legal charges on the loan account has to be settled and the process are in progress.

The members are well aware of the facts that the Companys entire networth had already been eroded long back and based on Audited Balance Sheet as on 30th Sept., 2008, the Hon ble BIFR had declared the Company as a SICK INDUSTRIAL COMPANY in terms of section 3(1) (o) of Sick Industrial Companies (Special Provisions) Act 1985 and appointed the IDBI as the Operation Agency.

By notification No. 58 388 (E) dated 25/11/2016, the SICA Repeal Act, 2003 has been notified w.e.f., 01/12/2016 and as per section 252 read with schedule VIII of the Insolvency & Bankruptcy Code, 2016. The reference filed with BIFR/ABFIR is abated.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ( Act ) and Rules made there under, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under:

Category	No. of complaints pending at the beginning of F.Y.2018-19	No. of complaints filed during the F.Y. 2018-19	No. of complaints pending as at the end of F.Y. 2018-19
Sexual Harassment	Nil	Nil	Nil

Since, there is no complaint received during the year which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the

Board. The Board of directors of the Company has constituted Risk Management Committee to identify area of risk and remedy for the same.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Presently the Company is facing risk for revival of the manufacturing facilities due to its financial sickness further that once it started manufacturing activities, the Company shall have great challenges of upgradation of the plant and machineries, make new contracts with the buyers, competition with the existing players in the market etc.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy posted on the website of the Company(Link-http://www.gajrabevel.com/public_ html/Investors.html/) and annexed as "Annexure-1".

SUBSIDIARY, ASSOCIATE, JOINT VENTURE OF THE COMPANY

The Company does not have any subsidiary, associate or joint venture company at the beginning or any time during the year 2018-19, therefore the financial statement is prepared on the standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable. Further that the Company is also not an associate or holding or subsidiary company of any other company during the year 2018-19.

PROVISION OF VOTING BY ELECTRONIC MEANS

Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

BOARD OF DIRECTORS, KMP s & BOARD MEETINGS

Composition of the Board of directors:

The Company is having total 5 (Five) directors which includes One (1) Managing Director and Four (4) Independent Directors including one (1) Women Director and the Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Chairman of the Board is Non-Promoter and Executive Director.

Independent Directors:

The company has appointed Shri Ramesh Chandra Gujarati and Smt. Namita Shah as the Additional Director in the Category of Independent Director in the Board on the recommendation of Nomination and Remuneration Committee and approved by the Board w.e.f., 8^th August, 2019 and further approval of the Members is accorded by way of passing necessary resolution in the ensuing Annual General Meeting. The company has received declaration from all the directors along with the Non Disqualification in Form DIR-8 and consent to act as the Director. The Company had also received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013, confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Changes in the Directors and KMP s

During the period, the following changes took place in the Board and KMP s

1) Shri Surendra Singh, Chairman and Non-Executive Director and Smt. Rani Singh, Non-Executive Director has resigned from the Board w.e.f. 13^th Feb., 2019;

2) Shri Ranveer Singh was appointed as an Additional Director and further as the Managing Director of the company w.e.f. 13^th Feb., 2019;

3) Shri Ranveer Singh has resigned from the post of CEO & KMP w.e.f 13^thFeb., 2019;

4) Shri Ramesh Chandra Gujarati and Smt. Namita Shah, was appointed as an Additonal Directors in the category of the Independent Directors of the company w.e.f. 8^th Aug., 2019.

Directors seeking re-appointment/confirmation in the AGM

Your Board of Directors are proposing for re-appointment/confirmation of the following Directors for their appointment in the ensuing Annual General Meeting and proposed to pass necessary resolution as set out in the Notice of the Annual General Meeting which are as follows:-

1) Confirmation for appointment of Shri Ranveer Singh (DIN: 013566340) as an Additional Director and further as the Managing Director w.e.f. 13^thFeb., 2019;

2) Confirmation for appointment of Shri Ramesh Chandra Gujarati (DIN: 08413196) and Smt. Namita Shah (DIN: 08413194) as the Independent Director not liable to retire by rotation for a period of 5 Consecutive year.

Directors liable to retire by rotation:

During the year under review, none of the Directors are liable to be retire by rotation.

Key Managerial Personnel:

The company is having Shri Ranveer Singh as the Managing Director, Shri Parag Mittal as Company Secretary and Shri Tarun Joshi as CFO, designated as the Key Managerial Persons of the Company.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board s approval is taken by passing Board resolutions.

The notice of Board meeting is given well in advance to all the Directors and other Invitees. All the meetings of the Board are held at the Corporate Office of the Company. The Agenda of the Board meetings is circulated at least 7(seven) days prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met 4 (Four) times in financial year 2018-19 viz., on 30^th May, 2018, 8^th August, 2018, 14^th November, 2018 and 13^th February, 2019. The maximum interval between any two meetings did not exceed 120 days.

Company s Policy on Directors Appointment and Remuneration

The Board has on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at www.gajrabevel.com.

Annual Evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. Member of the Board has not participated in the discussion of his/her evaluation.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board has the following 6 (Six) Committees as follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace

a) Audit Committee

Independent directors and Non-Executive Directors of the Company are members to the Audit Committee viz, Shri Parmal Singh Raghuwanshi, as the Chairman and Shri Dwarika Prasad Soni, and Shri Surendra Singh as the members. On resignation of Shri Surendra Singh from the Board, Shri Ranveer Singh was appointed as the member of the committee on 13^th Feb., 2019.

Further, composition of Committee was changed and Shri Ranveer Singh was replaced with Shri Ramesh Chandra Gujarati as the member of the Committee w.e.f. 8^th Aug., 2019. During the period under reporting 4 (Four) meetings of the Audit Committee were held on 30^th May, 2018, 8^th August, 2018, 14^th Nov., 2018 and 13^th Feb., 2019 which were attended by all the committee members and Statutory Auditors.

The Company Secretary functions as the Compliance Officer and the Secretary to the Committee. The Statutory Auditor and Internal Auditors are permanent invitee to the Audit Committee Meetings. The Internal Auditor reports directly to the Audit Committee.

During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters relating to their areas of audit.

b) Nomination and Remuneration Committee

All the Independent Director of the Company are members to the Committee viz Shri Parmal Singh Raghuwanshi, as the Chairman and Shri Dwarika Prasad Soni and Shri Surendra Singh as the members of the committee.

Further, composition of Committee was changed on account of resignation of Shri Surendra Singh on 13^th Feb., 2019 and new member Shri Ramesh Chandra Gujarati was inserted in the committee on 8^th Aug., 2019 within the time period as specified under the Companies Act, 2013 and SEBI Regulations. During the reporting period 2 (Two) meeting was held on 8^th August, 2018 & 13^th Feb., 2019 which was attended by all the committee members.

c) Stakeholders Relationship Committee

The members to the Committee viz. Shri Parmal Singh Raghuwanshi, as the Chairman and Shri Dwarika Prasad Soni, and Shri Surendra Singh as the members. On resignation of Shri Surendra Singh from the board, Shri Ranveer Singh was appointed as the member of the committee.

Further, composition of Committee was changed, and Shri Ranveer Singh was replaced with Shri Ramesh Chandra Gujarati as the member of the Committee w.e.f. 8^thAug., 2019. During the reporting period 1 (One) meeting was held on 13^thFeb., 2019 which was attended by all the committee members.

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) that in the preparation of the annual financial statements for the year ended 31^st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned is annexed to financial statements as Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31^st 2019 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

No related party transactions were entered during the financial year. Therefore, the disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 and Form AOC-2 is not applicable to the Company. The Company has developed a Related Party Transactions Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the company s website (Link:http://www.gajrabevel.com/public_html/Docs/Policy%20for%20Related%20Party%20transations.pdf/).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

However, due to mismatch in the database for Distinctive Number (DN) of Shares of the company the SEBI has as per the SEBI vide Circular SEBI/HO/MRD/DOP2DSA2/CIR/P/2019/87 dated August 1, 2019 freeze all the securities held by the promoters and directors of the company that are not in compliance with the provisions of SEBI circular no. CIR/MRD/DP/10/2015 dated June 05,2015.

The Company is taking effective steps in consultation with the Share Transfer Agent for updation of the DN Data base as well listing of the share pending for listing.

AUDITORS, THEIR COMMENTS AND MANAGEMENT REPRESENTATION A. Statutory Auditors Appointment:

In terms of the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s D.N. Jhamb & Co., Chartered Accountants, (Firm Registration No. 019675C) was appointed as the statutory auditors of the Company to hold office for one term of 5 years commencing from conclusion of the 43^rd Annual General Meeting upto the conclusion of the Annual General Meeting of the Company to be held in calendar year 2022.

The Auditors Report and the Notes on financial statement for the year 2018-19 referred to in the Auditor s Report are self-explanatory and does not contain any qualification, reservation or adverse remark, therefore, do not call for any further comments.

B. Cost Audit and Records:

Pursuant to the Orders of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2018-19. As per opinion obtained being there is no manufacturing activities in the Company, the Company is not required to maintain the cost accounting records, hence no cost records have been maintained by the management.

C. Secretarial Audit:

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 CS Naveen Kumar Jain, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2018-19 in Form MR-3 is annexed herewith as "Annexure-2".

The observations made by the Secretarial Auditors and the management representation thereon are as under:

(1) For 17,81,200 shares and 2,53,000 shares allotted previously under the preferential issue on restructuring of debts liabilities and to the promoters for which listing application is being made. *As per BSE Records the Number of Listed shares are 79,95,400.

Management Comment/Explanations: The Company is regularly making efforts with the BSE authorities and application to BSE Ltd. for listing of the aforesaid securities allotted by way of preferential issue and reconciliation of the issued, subscribed and paid up capital and listed capital is in process.

(2) Secured loans from some of financial institution which were repaid/set off by modification, etc. long back, but still appearing on the portal of the MCA under the Index of Charges for which corrective measures has not been taken for deletion of such charges. Management Comment/Explanations: The Company is making efforts to search the Form 17 filed by the Company and removal of the Charge ID from the MCA.

(3) Owing to the Financial sickness, in the operative years, the company has been irregular in depositing with the appropriate authorities even the undisputed statutory dues like EPF contribution, ESIC contribution, Commercial tax, Income Tax and Excise duty. However, after the Grant of installment facility the Company has cleared the dues of Provident Fund.

Management Comment/Explanations: The company is making efforts to clear the matter and made the payment.

(4) By notification No. 50 388(E) dated 25-11-2016, the SICA Repeal Act, 2003 has been notified w. e. f. 01-12-2016 and as per section 252 read with schedule VIII of the insolvency and bankruptcy code, 2016. The reference filled with the BIFR/ABIFR is abated and the company may file a fresh reference before NCLT within 180 days from that date i.e. 31/05/2017 but company has still not filled any reference.

Management Comment/Explanations: The company is taking advise for further action in that matter and appropriate decision may be taken in due course.

(5) During the year, the company has not made any payment towards the dues of Madhya Pradesh Financial Corporation, the outstanding as on 31^st March 2019 is Rs. 890.88 Lakhs. Management Comment/Explanations: The matter is self-explanatory; there is no need to make further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

In terms of provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non-reportable frauds during the year 2018-19.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company s is trying to continue its business operations.

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, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-3".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments in the company which may affect the financial position of the company.

APPLICABILITY OF THE IND-AS

Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R. 111(E) on 16^thFeb., 2015, provides that if the company is a listed company or having a net worth of less than Rs. 500 Crore then Company is required to comply with the Indian Accounting Standards (IND AS) w.e.f. 1^stApril, 2017. Therefore, the company has complied the same w.e.f. 1^st April, 2017 and the Financial Results for the year have been prepared according to IND-AS after making necessary adjustments as prescribed under Section 133 of the Companies Act, 2013.

CORPORATE GOVERNANCE

In terms of the Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance of the Regulation 17 to 27 and 46(2)(b) to (i) and Para C, D, and E of Schedule V are not applicable to the Company. And the company has claimed exemption for the same and gave intimation of the same to BSE. However, your Company firmly believes and adopts the highest standard of practice under Corporate Governance and follows some of the requirement due to applicability under the Companies Act, 2013.

Since, the company has claim exemption in respect to submission of Corporate Governance because of this , the company is not annexing Auditors Certificate on Corporate Governance, Certificate from Practicing company Secretary regarding Non-Disqualification and a certificate from Managing Director and CFO related to true and fair view of Financial Statements as a part of this report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2018-19.

CEO & CFO CERTIFICATION

The company has obtained exemption from Regulation 15 in which compliance with reference to Regulation 17 are being exempted, hence the company has not obtained Certificate from Chief Executive Officer/Managing Director and Chief Financial Officer, pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 for the year ended 31^stMarch, 2019 is annexed herewith as "Annexure-4".

PARTICULARS OF REMUNERATION OF EMPLOYEES

During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakhs or more per annum or Rs. 8.50 Lakhs per month for part of the year. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

During the year under review, the Company is having only 2 employees on the Roll and the Particulars of such employee in respect of the remuneration drawn during the year 2018-19 are as under:

S. N o.	Name of Employee	Designation of the employee	Remuneration received	Nature of employment, whether contractual or otherwise	Qualifications and experience of the employee	Date of commencement of employment	The age of such employee	The last employment held by such employee before joining the company	Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	Remarks
1	CS Parag Mittal	Company Secretary	Rs.1,99,219	Employment	B.Com, LL.B,CS	13.06.2017	28	-	No	NA
2	Shri Tarun Joshi	Chief Financial Officer	Rs. 2,70,000	Employment	B.com	30.05.2017	62	-	No	Previously working as account officer

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Code has been posted on the Company s website www.gajrabevel.com .The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

CSR ACTIVITIES

The Company do not fall under any of the criteria prescribed under section 135 of the Companies Act, 2013, therefore the requirements relating to the Corporate Social Responsibility are not applicable during the year 2018-19.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 1992/2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires Trading Plan, pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry structure and developments.

The Company was primarily engaged in one segment i.e., manufacturing of Differential Gears and other activities revolving around the same.

Owing to the Financial Sickness there is no manufacturing and business activity in the Company after 31^st October 2006.

Further, since the Company has closed down the production activities, its most of the existing marketing network has been totally disturbed and it has to take effective steps to further establish its products in the market when it would be able to resume the production activities.

(b) Opportunities and Threats.

As India readies an electric vehicle (EV) rush, its top components manufacturers are changing gears to capture a shares of the EV pie both in India and abroad. EV is the next big opportunity, even if it causes component obsolescence in the short term.

Component makers understand that investing in EV component technology and capacity is a matter of survival. Once the shift happens, huge numbers of current components will become obsolete. The major threats on the company can be Outdated operating models Balancing the demand of technology and Govt.

(c) Segment wise or product-wise performance

Company has only one segment i.e. manufacturing of Differential Gears and other activities revolving around the same and the financial performance of the product is being incorporated in the Director s Report section.

(d) Outlook

Companies in the global Automotive Gears market are enhancing the intensity of the competition. They are also pursuing adoptions of the latest technology, effective manufacturing techniques, research activities, product developments, and innovation in order to set substantial challenges in the Automotive Gears industry and deliver upgraded products to their customers. They also perform mergers, ventures, partnerships, amalgamations as well as promotional activities and brand developments to expand their business area.

(e) Risks and concerns.

As the Company s plants is closed down due to non-availability of working capital, and presently the Company is having target to come out with the situation. In the present scenario, it is very difficult as well as risky for the management of the company to re-establish and compete with the existing players in the market. Moreover, in the changing design and technology in the automobile sectors, the company may need to modernize its plant with the huge investment. Further that apart from the normal risk, demand-supply conditions, raw material prices, changes in government regulations, tax regimes, and economic developments within the country and globally may have direct or indirect impact on the operations of the Company.

(f) Discussion on financial performance with respect to operational performance.

The company is facing severe financial crunch, in view of the heavy financial losses suffered by the Company in previous years, it is facing liquidity crunch and the working of the company has been badly affected and the manufacturing operations were closed down due to non-availability of the adequate working capital. Your Company has obtained unsecured loans of Rs. 2870.17 Lakhs from the strategic investors, and from these funds it has settled the secured loan liabilities of the State Bank of India, IDBI, MPSISC, etc. Your directors place on record their sincere thanks to the lenders for their confidence in the management of the company. The Company is obliged to repay the loans and/or issue equity shares to the strategic investors.

(g) Material developments in Human Resources / Industrial Relations front, including number of people employed.

Since the Company is not having manufacturing activities and it is a sick company, the Company has no staff as such except the officers as required to comply with the provisions of the Companies Act, 2013 as well as SEBI (LODR), Regulations 2015, like Company Secretary, Chief Financial Officer, and CEO/MD, etc.

(h) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations there for, including:

Key Ratio	2018-19	2017-18	Variance	Comments for Variation in ratio above 25%
Debtors Turnover Ratio	0	0	0	-
Inventory Turnover Ratio	0	0	0	-
Interest Coverage Ratio	0	0	0	-
Current Ratio	1.60	1.62	-1.23	-
Debt Equity Ratio	-1.02	-1.03	0.97%	-
Operating Profit Margin (%)	0	-5.31	100%	Since, the company is not having any Operating Profit due to which the ratio becomes zero
Net Profit Margin (%)	0	0	0	-
Return on networth (Any Change)	(0.39%)	(0.40%)	(0.01%)	Since, the company is not having any manufacturing activity due to which the return on networth is on negative side.

Note: In calculations of the aforesaid ratios, the adjustments for accounting treatments given to comply with the requirements for IND-AS have not be considered.

CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" which seek to describe the Companys objectives, projections, estimates, expectations or predictions may be considered to be "forward looking statements" within the meaning of applicable securities laws or regulations.

Part C,D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not applicable since the company was having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five Crore, as on the last day of the previous financial year and the company has obtained exemption for the same by filing necessary disclosure on BSE.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and cooperation received from Members of the Company for their confidence and support to the management in the adverse financial conditions and hope with their continuing and active support.

	For and on behalf of the Board
	Ranveer Singh
Place: Dewas	Chairman & Managing Director
Date: 8th August, 2019	DIN: 01356634