gna axles ltd share price Directors report


Dear Members,

The Directors of your Company have pleasure in presenting their 30th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended March 31,2023.

FINANCIAL PERFORMANCE

The Financial results for the year are as under:-

Amount (Rs in Lacs)

Particulars Year ended on March 31, 2023 Year ended on March 31, 2022
Net operating Revenue 158293.37 127047.36
Other Income 141.47 55.56
Profit Before Depreciation, Interest and Tax 23411.80 18096.95
Financial Costs 1096.38 1122.72
Profit before Depreciation and Tax 22315.42 17,029.81
Depreciation 4851.24 4970.89
Profit before Tax 17464.17 12058.92
Tax Expense 4441.06 3179.95
Profit after tax 13023.11 8878.97
Earnings Per Share
- Basic 60.67 41.36
- Diluted 60.67 41.36

FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

Revenue from operations Increased by Rs 31246.01 Lacs to Rs 158293.37 Lacs for the Fiscal 2023 from Rs 127047.36 Lacs for the Fiscal 2022, showing an increase of 24.59%. Export sales increased by Rs 839.59 Lacs to Rs 83891.37 Lacs for the Fiscal 2023 from Rs 76051.78 Lacs for the Fiscal 2022 due to the improved demand from the customers. Domestic sales increased by Rs 23839.06 Lacs to Rs 72065.94 Lacs in the Fiscal 2023 from 48226.88 Lacs in the Fiscal 2022 thereby showing an increase of 49.43 % owing to better demand of the Companys products in the domestic auto industry.

The company earned Profit before Tax of Rs 17464.17 Lacs during the year under review against Rs 12058.93 Lacs for the Fiscal 2022 showing an increase of 44.82%. Profit after tax increased by Rs 1828.05 Lacs to Rs 13023.11 Lacs for the Fiscal 2023 from Rs 8878.97 Lacs for the Fiscal 2022 thereby showing an increase of 46.67 %.

There has been no material changes and commitments which can have an effect on the position of the Company which have occurred between the end of the financial year under review and the date of this report.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to Reserves.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public as such no amount on account of principal or interest on deposits from public was outstanding as on March 31,2023.

RESOURCE UTILISATION:

Property Plant & Equipment

The property, plant & Equipment (including capital work in progress) as at March 31, 2023 were Rs 31738.30 Lacs as against previous years value of Rs 29061.39 Lacs.

Current Assets

The net current assets as on March 31,2023 were Rs 39420.83 Lacs as against Rs 31530.52 Lacs in the previous year.

DIVIDEND:

The Board of Directors in its meeting held on May 1, 2023 had recommended a dividend @ 60.00 % i.e of Rs 6.00/- per Equity Share of Rs 10/- each, on 2,14,65,400 Equity Shares, (Previous year Rs 5.00/- per Equity Share) to the shareholders of the Company for their consideration and approval at the ensuing Annual General Meeting of the Company. The dividend @ 60.00 %, if approved at the forthcoming Annual General Meeting, will result in the outflow of Rs 1287.92 Lacs. The Dividend, if approved at the ensuing Annual general Meeting, will be paid within the stipulated time under the Companies Act, 2013 (subject to deduction of Tax at source).

SHARE CAPITAL

The paid up Equity share Capital of the Company as on March 31,2023 was Rs 21,46,54,000/- divided into 2,14,65,400 Equity shares of Rs 10/- each. There was no change in the share capital during the year.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one subsidiary namely GNA Axles Inc. incorporated in Michhigan USA. The subsidiary is yet to start its business operations. A statement pursuant to section 129(3) in form AOC - 1 is enclosed as an Annexure 1 to this Report. The Company does not have any associate or joint venture Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared after consolidating the accounts of the Subsidiary Company M/s GNA Axles Inc in the form and manner prescribed under the Companies Act, 2013 and shall be laid before the forthcoming 30th Annual General Meeting. The Consolidated Financial Statements are provided in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company has formulated its Corporate Social Responsibility required under section 135 of the Companies Act, 2013. The Company has identified following thrust areas for CSR:

1. To promote and help in providing healthcare and preventive healthcare facilities to the people.

2. To promote Education and help in delivering quality education to the society and students.

3. To promote the rural sports, nationally recognised sports and Olympic sports.

4. To take initiative in eradication of hunger, malnutrition, sanitation.

5. To promote women empowerment

6. Any other project / programme pertaining to activities listed in Schedule VII of the Companies (Corporate Social Responsibility) Rules, 2014 and amendments thereto.

The disclosures under Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules2014

i.e. Annual Report on CSR activities for Financial Year 2022- 23 is attached herewith as Annexure - 2.

RISK MANAGEMENT

The Board of Directors of the Company had formulated and approved the Risk Management Policy of the Company under the provisions of the Companies Act 2013 and SEBI (LODR), Regulations, 2015. The objective of Risk Management at GNA Axles Limited is to create and protect shareholder value by minimising threats or losses, and identifying and maximising opportunities. An enterprise-wide risk management framework is applied so that effective management of risks is an integral part of every employees job.

The Risk Management Policy of the Company may be accessed on the Companys Website at the link: http:// gnagroup.com/wp-content/uploads/2015/09/Risk- Management-Policy.pdf

VIGIL MECHANISM AND WHISTLE BLOWER POLICY.

Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Vigil Mechanism Policy which also incorporates the Whistle Blower Policy in terms of rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Policy on Vigil Mechanism as approved by the Board of Directors can be accessed on the Companys website at the link: http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-MECHANISM-POLICY.pdf

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company in their meeting held on April 23, 2021 had adopted and approved the Dividend Distribution policy of the Company and the same is annexed as Annexure - 5 to this Directors Report and is available on the website of the Company at www.gnaaxles.in/pdf/unpaid-dividend/Dividend-Distribution-Policy-23.04.21.pdf.

REMUNERATION POLICY

The Board of Directors of the Company had formulated and approved the Nomination and Remuneration Policy of the Company which includes the criteria determining the qualifications and other matters as provided under section 178(3) of the Companies Act 2013.

The Nomination and Remuneration Policy of the Company is annexed hereto and forms part of this report as Annexure - 3.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control systems of the Company with reference to financial statements are well placed and are commensurate with the size and nature of operations of the Company. The Statutory Auditors report on the internal financial controls, as required under section 143 of the Companies Act 2013 forms part of the Independent Auditors Report as Annexure B.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties during the period under review except payment of remuneration and payment of Dividend to the Related parties and the details the same are included in the Notes on accounts forming part of the Annual Accounts (both consolidated and standalone) form part of this Annual Report .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan, provided any guarantee, provided any security or made any investments u/s 186 of the Companies Act during the financial year 2022-2023.

DIRECTORS

In accordance with provisions of the Articles of Association of the Company, Mr. Gursaran Singh, Mr. Jasvinder Singh and Mr. Kulwin Seehra Directors of your Company, retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The tenure of Lt. General Praveen Bakshi (retd.) Non Executive Independent Director of the Company is going to end on October 22, 2023. The Board of Directors of the Company in its meeting held on July 21, 2023, upon the recommendations of the Nomination and Remuneration Committee of the Board, had reappointed Lt. Gen Bakshi (retd.) as Non Executive Independent Director of the Company for a second tenure of 5 years w.e.f October 23, 2023 subject to the approval of the shareholders of the Company. The Board of Directors recommends their reappointment as Directors at the forthcoming Annual General Meeting.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company has designated below mentioned persons as KMPs :-

Whole Time Key Managerial Personnel of the Company Designation
Gursaran Singh Executive Chairman
Jasvinder Singh Executive Vice Chairman
Ranbir Singh Managing Director & Chief Executive Office
Rakesh Kumar Chief Financial Officer (CFO)
Gourav Jain Company Secretary (CS)

There has been no change in the Key Managerial Personnel of the Company during the year under review.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and read with the relevant rules. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Familiarisation programmes for Board Members:

The Board members are from time to time provided with necessary documents/policies/internal procedures to get them familiar with the practices of the Company. The business strategies, performance, global developments, legal& other updates, compliance reports and other relevant information/reports etc. are being periodically provided to the Board of Directors.

Board Evaluation:

The Company has put in place the policy for performance evaluation of the Individual Directors of the Company and the Board as a whole including the Chairman of the Company. The meeting of the Independent Directors of the Company for the year 2022-2023 was held on January 31, 2023 to evaluate the performance of the Non Independent Directors of the Company, the Chairman of the Company and Board as a whole. The evaluation was done by discussing the performance of the Individual Directors and the Board as a whole.

AUDITORS AND AUDITORS REPORT:

a. Statutory Auditors:

The shareholders of the Company in their 26th Annual General Meeting had appointed M/s Harish & Co. Chartered Accountants Jalandhar as Statutory Auditors of the Company for a period of 5 years upto the conclusion of 31st Annual General Meeting of the Company. The Company has paid a sum of Rs 7.50 lacs (plus GST) to M/s Harish & Co, Chartered Accountants as audit fees during the Financial Year ended March 31, 2023. The Auditors Report does not have any qualification, reservation, adverse remark or disclaimer by the Statutory Auditors.

b. Secretarial Auditor:

M/s H.K & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditor for the year 2022-23. The Report of the Secretarial Auditor in form no MR-3 is annexed to this Report. The Secretarial Audit Report is self explanatory and do not call for any comments. The Secretarial Audit Report forms part of this report as Annexure - 4.

BOARD MEETINGS:

During the Financial Year 2022-23, the Board met 5 times on April 29, 2022, June 6, 2022, August 13, 2022, October 21, 2022 and January 31,2023.

BOARD COMMITTEES

A. Audit Committee

The Audit Committee comprises of the following Directors.

1. Air Cmde Shailindra Singh Kaushik - Chairman (Upto 09.06.2022)

2. Air Vice Marshal Sarvjit Singh Hothi - Chairman (w.e.f 10.06.2022)

3. Mr. Jasminder Singh Johal - Independent Director

4. Mr. Ajit Singh - Independent Director

5. Mr. Ranbir Singh - Non Independent Director

6. Mr. Rajan Wadhera - Independent Director (w.e.f 13.08.2022)

B. Nomination and Remuneration Committee

The Nomination and remuneration Committee comprises of the following Directors.

1. Mr. Vikas Uppal - Chairman (upto 09.06.2022)

2. Mr. Ashwani Kumar Malhotra - Chairman (w.e.f 10.09.2022)

3. Mr. Jasminder Singh Johal - Independent Director

4. Mr. Gurdeep Singh - Non Independent Director

C. Stakeholders Relationship Committee

The Stakeholder Relationship Committee comprises of the following Directors.

1. Mr. Ajit Singh - Chairman

2. Mr. Jasvinder Singh - Non Independent Director

3. Mrs. Pooja Uppal - Independent Director

4. Mrs. Geeta Khanna - Chairperson (upto 09.06.2022)

D. Corporate Social Responsibility Committee

The Corporate Social responsibility Committee comprises of the following Directors

1. Air Cmde Shailindra Singh Kaushik - Chairman (Upto 09.06.2022)

2. Air Vice Marshal Sarvjit Singh Hothi - Chairman (w.e.f 10.06.2022)

3. Mr. Ashwani Kumar Malhotra - Independent Director

4. Mr. Ranbir Singh - Non Independent Director

E. Risk Management Committee

The Corporate Social responsibility Committee comprises of the following Directors

1. Mr. Ranbir Singh - Chairman

2. Mr. Gurdeep Singh

3. Mr. Kulwin Seehra

4. Mr. Jasminder Singh Johal

CORPORATE GOVERNANCE

A Separate section on Corporate Governance forms an integral part of this Annual Report of the Company. The Statutory Auditors of the Company have given their certificate regarding the compliance of the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 and the same is annexed to the report on Corporate Governance.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In Compliance of regulation 34 of SEBI Listing regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Conservation of energy has been a major area of emphasis of your Company and every effort is made to achieve the optimum utilisation of energy in carrying out the manufacturing processes. Particulars with respect to conservation of energy and other areas as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure - 6.

ANNUAL RETURN

In terms of the provisions of section 92(3) of the Companies Act, 2013 read with Companies (Amendment) Act 2017 and the relevant rules made thereunder, a copy of the Annual Return as prescribed under Section 92 of the Companies Act, 2013 as amended shall be made available at the website of the Company www.gnagroup.com under the investor relations tab on the website of the Company.

HUMAN RESOURCES/INDUSTRIAL RELATIONS:

For your Company its Human Resources are its most important assets. It has been the endeavor of the Company to attract and retain talent. Performance management is the key word for the Company. The Industrial relations have been peaceful and harmonious in both the plants of the Company during the year under review. As on March 31, 2023, 1421 personnel were employed by the Company.

PERSONNEL & RELATED INFORMATION:

The disclosures required under section 197(12) of the Companies Act 2013 and Rule 5(1) of the Companies

(Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure - 7 hereto and forms part of this report.

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

The Company has in place a Prevention of Sexual Harassment policy (POSH) in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint about sexual harassment during the year 2022-23.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors of the Company confirm that:

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed;

2. Appropriate accounting policies have been selected and applied consistently, and have 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 or loss of the Company for that period;

3. 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 safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

5. The Board of Director of the Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

6. Devised proper systems to ensure compliance with the provisions of all applicable laws and those systems were adequate and operating effectively.

GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details of joint venture or associate company.

2. Issue of equity shares with differential rights to dividend, voting or otherwise.

3. Details relating to the deposits covered under Chapter V of the Companies Act 2013.

4. No significant/material orders have been passed by any Regulator/Court /Tribunal which could impact the going concern status & future operations of the Company.

5. No change in nature of Business of the Company.

ACKNOWLEDGEMENT:

Your Directors express their appreciation for the sincere co- operation and assistance of the Central and state Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their appreciation for the Committed employees of the Company. They also acknowledge with gratitude, the encouragement and support extended by our valued shareholders.

For And on Behalf of the Board
Date: July 21, 2023 Gursaran Singh
Place: Mehtiana Executive Chairman