2021
2021
2021
SUB: Corrigendum to the 28" Annual Report for the Financial Year 2020-2021.
Sir,
noticed
With reference to the captioned subject, we hereby inform you that certain inadvertent errors were
the Financial
in the Annual CSR Report, forming part of the Directors Report in the Annual Report for
rs through electronic mode on 27"
Year 2020-2021, after the same was sent to the Members / shareholde
August, 2021. The Compay has issued corrigendum to rectify these errors. The Corrigendum is attached
with the
for your reference, record and information. This corrigendum should be read in conjuction
Annual report 2020-2021.
Standard
Further, the said Corrigendum has also been published in the newspapers Viz. Business
submitted
(English) and Rozana Spokesman (Punjabi) today and the cuttings of the newspapers shall be
also be
to the Exchange. The corrigendum will also be placed on the website of the Company and shall
shall
atinexed to the Annual report of the Company for the Financial Year 2020-2021 and Annual Report
also be placed on the website of the Company.
ion to
We request you to kindly take the same on record and post the same on your website for disseminat
the Investors and Public at large.
Thanking You
Youge‘hruly
FE, fA AXLES LIMITED
urav Jain
Company Secretary
Encls : As Above.
Corrigendum to Annexure - 2, (Annual report on CSR Activities, pursuant to Rule & of CSR Policy Rules, 2014 of the
Companies Act, 2013), of the Directors Report of the Company, forming part of the Annual Report for the financial year
2020-21.
Dear Shareholders, .
We draw your kind attention to the Annual Report on CSR Activites of the Company annexed as annexure - 2 to the Directors
Report, of the Annual report for the year 2020-2021, circulated to the shareholders on 27th August, 2021 through electronic mode.
The members should take note of the following typographical correction In the Annual Report of the Company:
Under Point No 8{b) of the Annual Report on CSR Activities, on page number 465 of the Annual report, the details of CSR
amount spent against Ongoing Projects for the financial year should be read as 80,00 Lacs Instead of NIL as per the
following detalls:-
(4) | (2) (3) (4) (5) (6) (7) (8) (a) (10) {11}
SL | Name ltemfrom | Local} Locatlonofthe | Project | Amount | Amount Amount Mode of Mode of
No. | ofthe thelistof | Area Project Duratlon j allocated | spentin | transferred | Implemen- Implementation -
project activities | (Yes/ forthe | the current | toUnspent | tation Through Implementing
in No) project {| Financial CSR Direct Agency
Schedule State | District (ind Year (in%) | Account | (Yes/No) | Name CSR
Vilto the for the Registration
Act. project as Number
per Sectlon
135(6} ©
{in®)
1 Bib] Clause (i) Yes Punjab} Ammitsar, | Syears | 149.34 | 80.00Lacs | 69.34Lacs No Bib} | CSROOD0B149
Kaulan Jalandhar, Lacs Kaulan
Jl Bhatai Kapurthala Ji Bhalal
kender kender
Trust Trust
- Under Point No 8(c) of the Annual Report on CSR Activities on page 46 of the Annuai Report, the details of CSR amount spent
against other than Ongoing Projects for the financial
year should be read as 46,35 Lacs instead of 126.36 Lacs and details
given In Row No 2 of the table below point 8 (c) should not be regarded as part of the sald point.
- Point Number 11 of the CSR Report on page 47 of the Annual Report’should be read as “The CompanyIs spending the
allocated CSR amount In a phased manner and due to this ithas not spent the full CSR Budget in the financial year”,
GNA AXLES LIMITED
Regd. Office: GNA HOUSE, I-C, CHHOT] BARADART - PART-I!
GARHA ROAD, JALANDHAR- 144001
Phones. + 0181-4630477
Fax 0181-4630477
E-mail ! info@gnagroup.com
Websile — : www.gnagroup.com
SUB: Corrigendum to the 28" Annual Report for the Financial Year 2020-2021.
Sir,
noticed
With reference to the captioned subject, we hereby inform you that certain inadvertent errors were
the Financial
in the Annual CSR Report, forming part of the Directors Report in the Annual Report for
rs through electronic mode on 27"
Year 2020-2021, after the same was sent to the Members / shareholde
August, 2021. The Compay has issued corrigendum to rectify these errors. The Corrigendum is attached
with the
for your reference, record and information. This corrigendum should be read in conjuction
Annual report 2020-2021.
Standard
Further, the said Corrigendum has also been published in the newspapers Viz. Business
submitted
(English) and Rozana Spokesman (Punjabi) today and the cuttings of the newspapers shall be
also be
to the Exchange. The corrigendum will also be placed on the website of the Company and shall
shall
atinexed to the Annual report of the Company for the Financial Year 2020-2021 and Annual Report
also be placed on the website of the Company.
ion to
We request you to kindly take the same on record and post the same on your website for disseminat
the Investors and Public at large.
Thanking You
Youge‘hruly
FE, fA AXLES LIMITED
urav Jain
Company Secretary
Encls : As Above.
Corrigendum to Annexure - 2, (Annual report on CSR Activities, pursuant to Rule & of CSR Policy Rules, 2014 of the
Companies Act, 2013), of the Directors Report of the Company, forming part of the Annual Report for the financial year
2020-21.
Dear Shareholders, .
We draw your kind attention to the Annual Report on CSR Activites of the Company annexed as annexure - 2 to the Directors
Report, of the Annual report for the year 2020-2021, circulated to the shareholders on 27th August, 2021 through electronic mode.
The members should take note of the following typographical correction In the Annual Report of the Company:
Under Point No 8{b) of the Annual Report on CSR Activities, on page number 465 of the Annual report, the details of CSR
amount spent against Ongoing Projects for the financial year should be read as 80,00 Lacs Instead of NIL as per the
following detalls:-
(4) | (2) (3) (4) (5) (6) (7) (8) (a) (10) {11}
SL | Name ltemfrom | Local} Locatlonofthe | Project | Amount | Amount Amount Mode of Mode of
No. | ofthe thelistof | Area Project Duratlon j allocated | spentin | transferred | Implemen- Implementation -
project activities | (Yes/ forthe | the current | toUnspent | tation Through Implementing
in No) project {| Financial CSR Direct Agency
Schedule State | District (ind Year (in%) | Account | (Yes/No) | Name CSR
Vilto the for the Registration
Act. project as Number
per Sectlon
135(6} ©
{in®)
1 Bib] Clause (i) Yes Punjab} Ammitsar, | Syears | 149.34 | 80.00Lacs | 69.34Lacs No Bib} | CSROOD0B149
Kaulan Jalandhar, Lacs Kaulan
Jl Bhatai Kapurthala Ji Bhalal
kender kender
Trust Trust
- Under Point No 8(c) of the Annual Report on CSR Activities on page 46 of the Annuai Report, the details of CSR amount spent
against other than Ongoing Projects for the financial
year should be read as 46,35 Lacs instead of 126.36 Lacs and details
given In Row No 2 of the table below point 8 (c) should not be regarded as part of the sald point.
- Point Number 11 of the CSR Report on page 47 of the Annual Report’should be read as “The CompanyIs spending the
allocated CSR amount In a phased manner and due to this ithas not spent the full CSR Budget in the financial year”,
GNA Axles Limited | 28th Annual Report 2020-21
If Undelivered please return to:
Registered Office
GNA Axles Limited, GNA House, 1-C, Chhoti Baradari-II
Building a
better future
Garha Road, Jalandhar City-144001, Punjab, India
Corporate Office
GNA Axles Limited, Mehtiana-146001
Dist. Hoshiarpur, Punjab, India
1-16
Corporate Overview
A Future-ready Auto-Ancillary Company 2
Foundation to Building a Better Future 4
Growing Today for Building a Better Future 6
Our Track Record 8
Financial Performance 10
Managing Director’s Message 12
Building Capabilities for a Better Future 14
Board of Directors 16
17-67
Statutory Reports
Investor information
Notice 17 CIN
Management Discussion and Analysis Report 31 L29130PB1993PLC013684
Director’s Report 39
BSE Code
Corporate Governance Report 59 540124
NSE Symbol
68-120 GNA
Scan to download
Disclaimer: This document contains statements about expected future events and financials of GNA Axles
Limited, which are forward-looking. By their nature, forward-looking statements require the Company to make Capacity
51.00
assumptions and are subject to inherent risks and uncertainties. There is a significant risk that the assumptions,
predictions, and other forward-looking statements may not prove to be accurate. Readers are cautioned not to
place undue reliance on forward-looking statements as several factors could cause assumptions, actual future
results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this
document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk
Lac
factors referred to in the Management Discussion and Analysis section of this Annual Report. Units
’Better Future’ is nothing but optimism. It is the belief and
supportive actions to step up and scale up for turning a
vision into reality. The automotive landscape is witnessing
a dynamic transformation. With volatile political,
socio-economic and sustainability events clouding the
spectrum, there are many challenges. However, with every
challenge, awaits a great opportunity at the horizon. And,
as the market dynamics change, Companies will need
to employ innovative strategies for success. Successful
implementation of these strategies requires constant re-
evaluation and enhancement of processes.
We have aligned our future goals
while mapping the current events
and have taken decision for building
a better future.
27.71 Lac
Units of Rear Axle Shafts
3.15 Lac
Units of Other Shafts
4.69
Units of Spindles
Lac
A future-ready auto-ancillary
Company emerging stronger and better
GNA Axles Limited (‘GNA’ or ‘The Company’ or ‘We’) is one of the world’s leading manufacturers of automotive
transmission components. Renowned as a niche player of the auto ancillary segment, we cater to light & heavy commercial
and off-highway vehicles. With our dominant position, strong brand presence, and robust clientele, we are now entering
newer avenues of growth, exploring opportunities for building a better future.
Established in 1993, we have grown from 0.3 million components when we started to the production level of more than 5.1
million components in 2021. Over the years, we have evolved as a leading manufacturer and supplier of a diverse range of
rear axle shafts, other shafts and spindles for light commercial vehicles (‘LCVs’) medium commercial vehicles (‘MCVs’) &
heavy commercial vehicles (‘HCVs’) and other transport vehicles such as buses.
Headquartered in Mehtiana, Punjab, we have one of the largest integrated plants in the Asian sub-continent. Our state-
of-the-art manufacturing facilities are in Punjab at Mehtiana (Hoshiarpur) and Gulabgarh Jattan (Kapurthala). Overall, we
have a total annual capacity of 3.6 million rear axle shafts, 0.7 million other shafts and 0.8 million spindles.
`
Lacs
88,959.26 14,534.48 16.34`
Lacs
%
Employees as on
PAT in 2020-21 PAT Margin in 2020-21 31st March, 2019
`
Lacs
7,065.31 7.94 % 1,344
27.71 70,826
of the Company’s FY21 sales and 13.18% of components
manufactured in FY21. We manufacture spindles for both on-
` highway and off-highway vehicles.
Lacs Units Lacs
Contribution to the
Axle shafts capacity Sold in 2020-21 Total Revenue
3.6
MPPA
4.69
Lacs Units
`
Lacs
10,161
Spindles capacity
*Units in piece
*MPPA: Million pieces per annum
0.80
MPPA
3.15
The Company manufactures various other shafts,
including Drive Shafts, Power Take-off Shafts,
Hydraulic Lift Shafts, and Transmission Shafts.
These shafts form part of the transmission Lacs Units
assembly for any automobile. Other Shafts Contribution to the
Other shafts capacity Total Revenue
contributed 8.85% of the Company’s FY21
0.70 4,499
revenues and 5.26% of FY21 components
manufactured.
`
MPPA Lacs
Indian
Claas India Private Limited
USA
TAFE
International Tractors Ltd
Escorts Limited
Axles India Ltd
Automotive Axles Limited
Mahindra & Mahindra Limited
Mexico
27.72
Europe
Brazil
49.60
North America
15.91
South America
6.77
Others
Global presence
Sweden
UK
Germany
Turkey Japan
Spain Italy
China
India
Australia
This map is a generalised illustration only for the ease of the reader to understand
the locations, and it is not intended to be used for reference purposes. The
representation of political boundaries and the names of geographical features/
states do not necessarily reflect the actual position. The Company or any of its
directors, officers or employees, cannot be held responsible for any misuse or
misinterpretation of any information or design thereof. The Company does not
warrant or represent any kind in connection to its accuracy or completeness.
2019
Started setting up
the SUV plant
2017 2018
Started commissioning Commissioned New
new forging shop and machine shop for off-
machining line for LV highway Axle shafts
Axle Shop
2015 2016
Commissioned 66kVA Launched Initial Public
dedicated electricity Offering and got listed on
supply line for Unit II NSE and BSE
2012 2013
Commissioned Unit Commissioned Lasco
II with facility for extrusion press supported
commercial vehicle axle by robots and electric heat
shafts and spindles treatment furnace at Unit II
machining Commissioned direct drive
screw press for heavy axle
shaft forgings supported by
robots at Unit I
2008 2009
Invested in forging Started exporting
technology for rear axle spindles
shafts with direct drive
screw press supported by
robots
2004 2007
Installed 13” Upsetter with Commissioned 66 kVA
new heart treatment shop dedicated electricity
supply line for Unit I
1995 2002-2003
Started supplying fully- Started exports to
finished and ready-to- USA and Europe
assemble mechanised axle
shafts to OEMs such as
Mahindra & Mahindra Ltd
1993 1994
GNA Axles Ltd. Awarded certificate
was incorporated for commencement of
business
PAT
2017-18 50.88 2017-18 653.95
Net Sales
2018-19 65.86 2018-19 928.28
(` Cr)
(` Cr)
5-year CAGR
5-year CAGR
YOY Growth
YOY Growth
-2.14 %
19.25 %
33.93 %
11.62 %
Financial Performance
(`)
(` Cr)
5-year CAGR
5-year CAGR
YOY Growth
YOY Growth
19.00 %
33.89 %
11.76 %
16.74 %
1 Corporate Overview 2 Statutory Reports 3 Financial Statements
0.42
0.43
0.43
0.38
44.06
Domestic
55.94
Exports
2016-17
2017-18
2018-19
2019-20
2020-21
Dear Shareholders,
It gives me great pleasure to present to you the fiscal year We are well placed to consistently meet the changing
2020-21 Annual Report. Though a slew of challenges had customer requirements thanks to the deployment
engulfed the entire world during the year, people across of cutting-edge technologies, robust manufacturing
the globe unitedly accomplished impossible feats in such capabilities, and deep domain expertise. We are known
unprecedented times. From scientific breakthroughs in the industry for producing best-in-class automotive
to new ways of learning, living, and working, people components of unrivalled quality and dependability.
embraced and also mastered transformation in just one We are also well-positioned to navigate any changing
year. business landscape, thanks to strong fundamentals and a
The spread of Covid-19 pandemic brought global comfortable liquidity position.
economic activities to a halt in the first half of FY 2020- Amid all the ups and downs of the year, our people
21. However, the global economy is estimated to grow remained resilient and posed a tough competitiveness
at 6% Y-o-Y, driven by policy support and improved in the industry. Our success has always depended
consumer sentiment. The Indian economy, too, saw 23% on our talent pool’s knowledge, innovation skills, and
lower output, consumption, and a deeply impacted GDP commitment. Throughout the year, we implemented
in the first quarter. But it recorded a V-shaped recovery several initiatives to better prepare our workforce to
and showed promising signs of revival around the third compete in the markets in which we operate. We take pride
quarter. Though the Government’s aggressive vaccination in being a responsible organisation dedicated to improving
drives increased economic confidence, the second wave the quality of life in the communities in which we live and
of Covid-19 in the later part of the fiscal, forced the work.
Government to impose lockdowns again in major states We shall remain committed towards improving our
and cities. This stifled the financial momentum and led manufacturing and execution capabilities to deliver
to a repeat economic slowdown by the end of the fourth innovative products. We are looking forward to the
quarter. coming year with optimism, as we see ourselves reaping
The Company recorded an revenue of ₹` 890 Cr, EBITDA of the benefits of new customer segments, while also
` 145 Cr, and Profit after Tax of ` 71 Cr. capitalising on emerging opportunities.
The demand for CVs is influenced by both headwinds and Finally, I would like to thank our valued stakeholders for
tailwinds. While tailwinds are enabling improved demand their continued support and encouragement. I’d like to
in the tipper and haulage segments, particularly in the express my gratitude to our vendors and partners for their
M&HCV segment, the increase in tyre and fuel prices is unwavering trust and cooperation. With our valuable Board
putting tremendous pressure on the segment. We are of Directors and synergy with our stakeholders, we have
optimistic about the turnaround of the CV industry in embarked on a journey to a better future.
2021-22 despite the challenging circumstances. After Best wishes,
two-wheelers and tractors, commercial vehicle sales
Gursaran Singh
are also improving, and manufacturers are preparing
to accelerate shipments with new plans, as more
geographies open up after the Covid-19 restrictions are
relaxed. Export of tractors have been consistent in recent
months, despite the disruptions caused by the pandemic
on domestic demand.
As you are well aware that your Company is a supplier We are known in
to the tractor and CV manufacturers, both in India and
abroad, we were able to achieve the reported performance
the industry for
inspite of the COVID - 19 pressures and disruptions producing best-in-
caused by the pandemic due to the demand from the
domestic tractor industry and this industry experienced
class automotive
robust demand for the tractors from the rural India and components of
posted better sales numbers as compared to the financial
year 19-20. The demand from the tractor segment helped
unrivalled quality
GNA to make good the loss the revenue that it faced from and dependability.
the export markets due to the lockdowns and slowdown
posed by the pandemic.
Partner of Choice
To find new growth avenues and drivers for future, GNA has started making
inroads into the SUV and LCV axle shaft segment with initial capacity of 5,00,000
units, which could be increased depending on the market demand. GNA is targeting
clients from North America, Europe and India in that order. This will help de-risk our
dependence on the MHCV and tractor segments, thereby enabling us to become
partner of choice for a larger customer base.
Proximity to Customers
The Company has strategically located its manufacturing facilities where
the Company has a large client base. This allows it to benefit from the lower
transportation and logistics costs as well as reach the customer in the best
possible time.
Integrated Setup
From forging to finished goods, the Company has fully integrated manufacturing
capabilities and capacities. As a result, it has the ability to manufacture customised
products to meet various customer needs. This provides greater economies of scale.
Full-Service Capabilities
The Company has full-fledged equipment such as tooling, machining and forging
systems, which provide all types of engineering solutions under one roof.
Notice
Sr.
NO. REMUNERATION DETAILS
I. Salary 5,00,000-50,000-6,00,000
II. Perquisites The perquisites shall be allowed in addition to salary. However, such perquisites
shall be restricted to an amount equal to one year’s salary during each year as per
details given below :-
a) Housing House Rent Allowance equal to 40% of basic salary. If the Company’s
accommodation is provided HRA is not applicable
b) Medical Reimbursement Mediclaim policy for self. Reimbursement of medical expenses incurred by the
appointee (including medi-claim insurance premium) on self subject to a ceiling of
one month’s salary in a year.
c) Leave Travel To and fro air Fare, Boarding, lodging expenses with in India or Abroad for self and
Concession family once in a year incurred in accordance with the rules of the Company.
d) Club Fees Fees of the clubs subject to maximum held by the beneficiary prior to appointment
as Executive Chairman of the Company. Admission fee, life membership fee will
not be a part of the above.
f) Car & Telephone Provision for car for use of Company’s business and telephone at residence will not
be considered as a perquisite.
RESOLVED FURTHER THAT Mr. Gursaran Singh Executive Chairman will be entitled to a commission of 1 %, every year, on the
before tax profits of the Company.
RESOLVED FURTHER THAT the above remuneration is payable to Mr. Gursaran Singh notwithstanding that the Annual
Aggregate Remuneration payable to all the Executive Directors of the Company exceeds 5% of the net profit of the Company
as calculated under section 198 of the Act in any year.
RESOLVED FURTHER THAT in case of inadequacy of Profits or loss, Mr. Gursaran Singh be paid remuneration as per the
provisions Contained in Schedule V and rules made thereunder of the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Gurdeep Singh Director or Mr. Gourav Jain – Company Secretary be and are hereby severally
authorized to comply with all legal and procedural formalities to give effect to the Appointment of Mr. Gursaran Singh as
Executive Chairman of the Company.”
9. To consider and if thought fit to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to section 196, 197, 198, and 203 read with Schedule V and other applicable provisions, if
any, of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 (including any statutory modifications or re-enactments thereof, the relevant clauses of Articles of Association of the
Company and applicable provisions of SEBI (LODR) Regulations, 2015 approval of the members be and is hereby given for the
appointment of Mr. Jasvinder Singh (DIN 01831572) as Executive Vice Chairman of the Company at a monthly remuneration
in the scale of ` 7,00,000-50,000-9,00,000 plus such perks and Allowances as given below for the period beginning from
July 26, 2021 to March 31, 2026.
Notice (Contd.)
Sr.
NO. REMUNERATION DETAILS
I. Salary 7,00,000-50,000-9,00,000
II. Perquisites The perquisites shall be allowed in addition to salary. However, such perquisites shall
be restricted to an amount equal to one year’s salary during each year as per details
given below :-
a) Housing House Rent Allowance equal to 40% of basic salary. If the Company’s accommodation
is provided HRA is not applicable
b) Medical Reimbursement Mediclaim policy for self and family. Reimbursement of medical expenses incurred
by the appointee (including medi-claim insurance premium) on self and her family,
subject to a ceiling of one month’s salary in a year.
c) Leave Travel To and fro air Fare, Boarding, lodging expenses with in India or Abroad for self and
Concession family once in a year incurred in accordance with the rules of the Company.
d) Club Fees Fees of the clubs subject to maximum held by the beneficiary prior to appointment
as Executive Vice Chairman of the Company. Admission fee, life membership fee will
not be a part of the above.
e) Personal Accident Insurance Premium not to exceed ` 10,000/- per annum.
f) Provident Fund & other funds Contribution to provident fund, superannuation fund or annuity fund and this will
not be included in the computation of the ceiling on perquisites to the extent these
either singly or put together are not taxable under the Income-Tax Act, 1961 .The said
contribution will also be subject to the rules framed by the Company in this respect.
g) Gratuity Gratuity payable shall not exceed half a month’s salary for each completed year of
service and this shall not be included in the computation of ceiling on perquisites.
This will, however, be subject to the ceiling prescribed by the Central Government
from time to time.
h) Car & Telephone Provision for car for use of Company’s business and telephone at residence will not
be considered as a perquisite.
Explanation : “Family” means the spouse, the dependent children and dependent parents of the appointee.
RESOLVED FURTHER THAT Mr. Jasvinder Singh Executive Vice Chairman will be entitled to a commission of 1 %, every year,
on the before tax profits of the Company.
RESOLVED FURTHER THAT the above remuneration is payable to Mr. Jasvinder Singh notwithstanding that the Annual
Aggregate Remuneration payable to all the Executive Directors of the Company exceeds 5% of the net profit of the Company
as calculated under section 198 of the Act in any year.
RESOLVED FURTHER THAT in case of inadequacy of Profits or loss, Mr. Jasvinder Singh be paid remuneration as per the
provisions Contained in Schedule V and rules made thereunder of the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Gurdeep Singh Director or Mr. Gourav Jain – Company Secretary be and are hereby severally
authorized to comply with all legal and procedural formalities to give effect to the reappointment of Mr. Jasvinder Singh as
Executive Vice Chairman of the Company.”
10. To consider and if thought fit to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to section 196, 197, 198, and 203 read with Schedule V and other applicable provisions, if
any, of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 (including any statutory modifications or re-enactments thereof, the relevant clauses of Articles of Association of the
Company and applicable provisions of SEBI (LODR) Regulations, 2015 approval of the members be and is hereby given for the
appointment of Mr. Ranbir Singh (DIN 01572748) as Managing Director and CEO of the Company at a monthly remuneration
in the scale of ` 7,00,000-50,000-9,00,000 plus such perks and Allowances as given below for the period beginning from
July 26, 2021 to March 31, 2026.
Sr.
NO. REMUNERATION DETAILS
I. Salary 7,00,000-50,000-9,00,000
II. Perquisites The perquisites shall be allowed in addition to salary. However, such perquisites
shall be restricted to an amount equal to one year’s salary during each year as per
details given below :-
a) Housing House Rent Allowance equal to 40% of basic salary. If the Company’s
accommodation is provided HRA is not applicable
b) Medical Reimbursement Mediclaim policy for self and family. Reimbursement of medical expenses incurred
by the appointee (including medi-claim insurance premium) on self and her family,
subject to a ceiling of one month’s salary in a year.
c) Leave Travel To and fro air Fare, Boarding, lodging expenses with in India or Abroad for self and
Concession family once in a year incurred in accordance with the rules of the Company.
d) Club Fees Fees of the clubs subject to maximum held by the beneficiary prior to appointment
as Managing Director & CEO of the Company. Admission fee, life membership fee
will not be a part of the above.
e) Personal Accident Insurance Premium not to exceed ` 10,000/- per annum.
f) Provident Fund & other funds Contribution to provident fund, superannuation fund or annuity fund and this will
not be included in the computation of the ceiling on perquisites to the extent these
either singly or put together are not taxable under the Income-Tax Act, 1961 .The
said contribution will also be subject to the rules framed by the Company in this
respect.
g) Gratuity Gratuity payable shall not exceed half a month’s salary for each completed year of
service and this shall not be included in the computation of ceiling on perquisites.
This will, however, be subject to the ceiling prescribed by the Central Government
from time to time.
h) Car & Telephone Provision for car for use of Company’s business and telephone at residence will not
be considered as a perquisite.
Explanation : “Family” means the spouse, the dependent children and dependent parents of the appointee.
RESOLVED FURTHER THAT Mr. Ranbir Singh Managing Director and CEO will be entitled to a commission of 1 %, every year,
on the before tax profits of the Company.
RESOLVED FURTHER THAT the above remuneration is payable to Mr. Ranbir Singh notwithstanding that the Annual
Aggregate Remuneration payable to all the Executive Directors of the Company exceeds 5% of the net profit of the Company
as calculated under section 198 of the Act in any year.
RESOLVED FURTHER THAT in case of inadequacy of Profits or loss, Mr. Ranbir Singh be paid remuneration as per the
provisions Contained in Schedule V and rules made thereunder of the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Gurdeep Singh Director or Mr. Gourav Jain – Company Secretary be and are hereby severally
authorized to comply with all legal and procedural formalities to give effect to the reappointment of Mr. Ranbir Singh as
Managing Director and CEO of the Company.”
11. To consider and if thought fit to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to section 196, 197, 198, and 203 read with Schedule V and other applicable provisions, if
any, of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 (including any statutory modifications or re-enactments thereof, the relevant clauses of Articles of Association of the
Company and applicable provisions of SEBI (LODR) Regulations, 2015 approval of the members be and is hereby given for the
appointment of Mr. Maninder Singh Seehra (DIN 01610746) as Executive Director of the Company at a monthly remuneration
in the scale of ` 3,60,000-50,000-5,60,000 plus such perks and Allowances as given below for the period beginning from
August 1, 2021 to March 31, 2026.
Notice (Contd.)
S.
NO. REMUNERATION DETAILS
I. Salary 3,60,000-50,000-5,60,000
II. Perquisites The perquisites shall be allowed in addition to salary. However, such
perquisites shall be restricted to an amount equal to one year’s salary during
each year as per details given below :-
a) Housing House Rent Allowance equal to 40% of basic salary. If the Company’s
accommodation is provided HRA is not applicable
b) Medical Reimbursement Mediclaim policy for self and family. Reimbursement of medical expenses
incurred by the appointee (including medi-claim insurance premium) on self
and her family, subject to a ceiling of one month’s salary in a year.
c) Leave Travel To and fro air Fare, Boarding, lodging expenses with in India or Abroad for
Concession self and family once in a year incurred in accordance with the rules of the
Company.
d) Club Fees Fees of the clubs subject to maximum held by the beneficiary prior to
appointment as Executive Director of the Company. Admission fee, life
membership fee will not be a part of the above.
e) Personal Accident Insurance Premium not to exceed ` 10,000/- per annum.
f) Provident Fund & other funds Contribution to provident fund, superannuation fund or annuity fund and this
will not be included in the computation of the ceiling on perquisites to the
extent these either singly or put together are not taxable under the Income-
Tax Act, 1961 .The said contribution will also be subject to the rules framed by
the Company in this respect.
g) Gratuity Gratuity payable shall not exceed half a month’s salary for each completed
year of service and this shall not be included in the computation of ceiling
on perquisites. This will, however, be subject to the ceiling prescribed by the
Central Government from time to time.
h) Car & Telephone Provision for car for use of Company’s business and telephone at residence
will not be considered as a perquisite.
Explanation : “Family” means the spouse, the dependent children and dependent parents of the appointee.
RESOLVED FURTHER THAT the above remuneration is payable to Mr. Maninder Singh Seehra notwithstanding that the
Annual Aggregate Remuneration payable to all the Executive Directors of the Company exceeds 5% of the net profit of the
Company as calculated under section 198 of the Act in any year.
RESOLVED FURTHER THAT in case of inadequacy of Profits or loss, Mr. Maninder Singh Seehra be paid remuneration as per
the provisions Contained in Schedule V and rules made thereunder of the Companies Act, 2013.
RESOLVED FURTHER THAT Mr. Gurdeep Singh Director or Mr. Gourav Jain – Company Secretary be and are hereby severally
authorized to comply with all legal and procedural formalities to give effect to the reappointment of Mr. Maninder Singh
Seehra as Executive Director of the Company.”`
NOTES: (i) Kindly log in to the website of our RTA, Link Intime
India Private Ltd., www.linkintime.co.in under
1) In view of the continuing Covid-19 pandemic, the Ministry
Investor Services > Email/Bank detail Registration-
of Corporate Affairs (“MCA”) has vide its Circular No. 20
fill in the details and upload the required documents
dated May 5, 2020 read with Circular No. 14 dated April 8,
and submit. OR
2020 and Circular No. 17 dated April 13, 2020 (hereinafter
collectively referred to as “MCA Circulars”) permitted the (ii) In the case of Shares held in Demat mode:
holding of Annual General Meeting through VC or OAVM
The shareholder may please contact the
without the physical presence of Members at a common Depository Participant (“DP”) and register the email
venue. In compliance with these MCA Circulars and the address and bank account details in the demat
relevant provisions of the Companies Act, 2013 and the account as per the process followed and advised
SEBI (Listing Obligations and Disclosure Requirements) by the DP.
Regulations, 2015, the Annual General Meeting of the 5) The Notice of the Annual General Meeting along with
Members of the Company is being held through VC/ the Annual Report for the financial year 2020-21 is being
OAVM. The Company has availed the services of M/s sent only by electronic mode to those Members whose
Linkintime India Private Limited to facilitate the the AGM email addresses are registered with the Company/
though Audio Visual Means. Depositories in accordance with the aforesaid MCA
2) Pursuant to the provisions of the Companies Act, 2013, Circulars and circular issued by SEBI dated May 12,
a Member entitled to attend and vote at the Annual 2020. Members may note that the Notice of Annual
General Meeting is entitled to appoint a proxy to attend General Meeting and Annual Report for the financial
and vote on his/her behalf and the proxy need not be year 2020-21 will also be available on the Company’s
a Member of the Company. Since this AGM is being website www.gnagroup.com websites of the Stock
held pursuant to the MCA Circulars through VC/OAVM, Exchanges i.e. National Stock Exchange of India Ltd
physical attendance of Members has been dispensed and BSE Limited at nseindia.com and bseindia.com
with. Accordingly, the facility for appointment of proxies respectively. Members can attend and participate in the
by the Members will not be available for the Annual Annual General Meeting through VC/OAVM facility only.
General Meeting and hence the Proxy Form and 6)
Members attending the meeting through VC/OAVM
Attendance Slip are not annexed to the Notice. shall be counted for the purposes of reckoning the
3)
Institutional/Corporate Shareholders (i.e. other quorum under Section 103 of the Companies Act, 2013.
than individuals/HUF, NRI, etc) are required to send 7) Pursuant to the provisions of Section 91 of the Companies
a scanned copy (PDF/JPEG Format) of its Board Act, 2013 the Company has fixed September 13, 2021
Resolution or governing body Resolution/Authorisation as record date for payment of dividend and Annual
etc., authorising its representative to attend the Annual General Meeting.
General Meeting through VC/OAVM on its behalf and
8)
The respective explanatory statements, pursuant to
to vote through remote e-voting. The said Resolution/
section 102 of the companies Act 2013 in respective of
Authorisation shall be sent to the Scrutinizer by email
items of Special Business are attached as Annexure to
through their registered email address to simran.cs@
this notice.
gmail.com with copies marked to the Company at
9) A statement containing details of the Directors seeking
gjain@gnagroup.com.
appointment/reappointment at the forthcoming Annual
4) Registration of email ID and Bank Account details:
General Meeting as required under Regulation 36 of
In case the shareholder’s email ID is already registered the SEBI (LODR) Regulations, 2015 is annexed. The
with the Company/its Registrar & Share Transfer Agent Directors have furnished the requisite declarations for
“RTA”/Depositories, log in details for e-voting are being their appointment / reappointment.
sent on the registered email address.
10 Members desiring any information, as regards Accounts,
In case the shareholder has not registered his/her/their are requested to write to the Company at its Registered
email address with the Company/its RTA/Depositories Office at least 10 days before the Annual General
and or not updated the Bank Account mandate for receipt Meeting so as to enable the management to keep the
of dividend, the following instructions to be followed: information ready.
Notice (Contd.)
Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders
holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:
Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants
only post June 9, 2021.
Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:
Notice (Contd.)
Institutional shareholders:
It is strongly recommended not to share your
Institutional shareholders (i.e. other than Individuals, HUF, password with any other person and take utmost
NRI etc.) and Custodians are required to log on the e-voting care to keep your password confidential.
system of LIIPL at https://instavote.linkintime.co.in and register
For shareholders/ members holding shares in
themselves as ‘Custodian / Mutual Fund / Corporate physical form, the details can be used only for
Body’. They are also required to upload a scanned certified voting on the resolutions contained in this Notice.
true copy of the board resolution /authority letter/power of During the voting period, shareholders/ members
attorney etc. together with attested specimen signature of can login any number of time till they have voted
the duly authorised representative(s) in PDF format in the on the resolution(s) for a particular “Event”.
‘Custodian / Mutual Fund / Corporate Body’ login for the
Helpdesk for Individual Shareholders holding securities
Scrutinizer to verify the same.
in demat mode:
Individual Shareholders holding securities in Physical
In case shareholders/ members holding securities in demat
mode & evoting service Provider is LINKINTIME, have
mode have any technical issues related to login through
forgotten the password:
Depository i.e. NSDL/ CDSL, they may contact the respective
o Click on ‘Login’ under ‘SHARE HOLDER’ tab and helpdesk given below:
further Click ‘forgot password?’
Login type Helpdesk details
o Enter User ID, select Mode and Enter Image Verification
(CAPTCHA) Code and Click on ‘Submit’. Individual Members facing any technical issue
Shareholders holding in login can contact NSDL helpdesk
• In case shareholders/ members is having valid
securities in demat by sending a request at evoting@
email address, Password will be sent to his / her
mode with NSDL nsdl.co.in or call at toll free no.: 1800
registered e-mail address.
1020 990 and 1800 22 44 30
• Shareholders/ members can set the password
Individual Members facing any technical issue
of his/her choice by providing the information
Shareholders holding in login can contact CDSL helpdesk
about the particulars of the Security Question and
securities in demat by sending a request at helpdesk.
Answer, PAN, DOB/DOI, Bank Account Number
mode with CDSL evoting@cdslindia.com or contact at
(last four digits) etc. as mentioned above.
022- 23058738 or 22-23058542-43.
• The password should contain minimum 8
characters, at least one special character (@!#$&*), Helpdesk for Individual Shareholders holding securities
at least one numeral, at least one alphabet and at in physical mode/ Institutional shareholders & evoting
least one capital letter. service Provider is LINKINTIME.
Individual Shareholders holding securities in demat In case shareholders/ members holding securities in physical
mode with NSDL/ CDSL have forgotten the password: mode/ Institutional shareholders have any queries regarding
e-voting, they may refer the Frequently Asked Questions
• Shareholders/ members who are unable to retrieve User
(‘FAQs’) and InstaVote e-Voting manual available at
ID/ Password are advised to use Forget User ID and
https://instavote.linkintime.co.in, under Help section or
Forget Password option available at abovementioned
send an email to enotices@linkintime.co.in or contact on: -
depository/ depository participants website.
Tel: 022 –4918 6000.
Process and manner for attending the Annual General Meeting through InstaMeet:
1. Open the internet browser and launch the URL: https://instameet.linkintime.co.in
Select the “Company” and ‘Event Date’ and register with your following details: -
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
• Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
•
Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed
by 8 Digit Client ID
•
Shareholders/ members holding shares in physical form shall provide Folio Number registered with the
Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the
Depository Participant (DP)/
Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.
Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).
Please refer the instructions (annexure)for the software have not exercised their vote through the remote e-voting can
requirements and kindly ensure to install the same on the cast the vote as under:
device which would be used to attend the meeting. Please 1. On the Shareholders VC page, click on the link for
read the instructions carefully and participate in the meeting. e-Voting “Cast your vote”
You may also call upon the InstaMeet Support Desk for any 2.
Enter your 16 digit Demat Account No. / Folio No.
support on the dedicated number provided to you in the and OTP (received on the registered mobile number/
instruction/ InstaMEET website. registered email Id) received during registration for
Instructions for Shareholders/ Members to Speak InstaMEET and click on ‘Submit’.
during the Annual General Meeting through InstaMeet: 3.
After successful login, you will see “Resolution
1.
Shareholders who would like to speak during the Description” and against the same the option “Favour/
meeting must register their request 3 days in advance Against” for voting.
with the Company on the gjain@gnagroup.com. 4.
Cast your vote by selecting appropriate option i.e.
2. Shareholders will get confirmation on first cum first basis “Favour/Against” as desired. Enter the number of shares
depending upon the provision made by the client. (which represents no. of votes) as on the cut-off date
3. Shareholders will receive “speaking serial number” once under ‘Favour/Against’.
they mark attendance for the meeting. 5. After selecting the appropriate option i.e. Favour/Against
as desired and you have decided to vote, click on
4. Other shareholder may ask questions to the panellist, via
“Save”. A confirmation box will be displayed. If you wish
active chat-board during the meeting.
to confirm your vote, click on “Confirm”, else to change
5. Please remember speaking serial number and start your
your vote, click on “Back” and accordingly modify your
conversation with panellist by switching on video mode
vote.
and audio of your device.
6.
Once you confirm your vote on the resolution, you
Shareholders are requested to speak only when moderator of
will not be allowed to modify or change your vote
the meeting/ management will announce the name and serial subsequently.
number for speaking.
Note: Shareholders/ Members, who will be present in the
Instructions for Shareholders/ Members to Vote during Annual General Meeting through InstaMeet facility and have
the Annual General Meeting through InstaMeet: not casted their vote on the Resolutions through remote
Once the electronic voting is activated by the scrutinizer/ e-Voting and are otherwise not barred from doing so, shall be
moderator during the meeting, shareholders/ members who eligible to vote through e-Voting facility during the meeting.
Notice (Contd.)
Shareholders/ Members who have voted through Remote ITEM NO 8 OF SPECIAL BUSINESS
e-Voting prior to the Annual General Meeting will be eligible Mr. Gursaran Singh was reappointed as Managing Director of
to attend/ participate in the Annual General Meeting through the Company pursuant to the approval of shareholders in their
InstaMeet. However, they will not be eligible to vote again meeting held on September 15, 2020 for period of 3 years
during the meeting. w.e.f April 1, 2020 to March 31, 2023. The Board of Directors
Shareholders/ Members are encouraged to join the Meeting of the Company in its meeting held on July 24, 2021, upon
through Tablets/ Laptops connected through broadband for the recommendations of Nomination and Remuneration
better experience. Committee, had appointed Mr. Gursaran Singh as Executive
Shareholders/ Members are required to use Internet with a Chairman of the Company, after the demise of S. Rachhpall
good speed (preferably 2 MBPS download stream) to avoid Singh Chairman of the Company on July 15, 2021, subject
any disturbance during the meeting. to the approval of the shareholders in the ensuing Annual
General Meeting of the Company on such remuneration as
Please note that Shareholders/Members connecting from
provided in the resolution appointing Mr. Gursaran Singh as
Mobile Devices or Tablets or through Laptops connecting
Executive Chairman of the Company from July 26, 2021 to
via Mobile Hotspot may experience Audio/Visual loss due to
March 31, 2024. Consequent to his appointment as Executive
fluctuation in their network. It is therefore recommended to
Chairman, Mr. Gursaran Singh resigned from the post of
use stable Wi-FI or LAN connection to mitigate any kind of
Managing Director of the Company on July 24, 2021. Mr.
aforesaid glitches.
Gursaran Singh is the doyen of the Indian Auto Components
In case shareholders/ members have any queries regarding
Industry and has an experience of more than 60 years. He has
login/ e-voting, they may send an email to instameet@
been on the Board of the Company since inception of the
linkintime.co.in or contact on: - Tel: 022-49186175.
Company and has been instrumental in making the Company
a renowned name, in the manufacture of Axle shafts, around
STATEMENT PURSUANT TO SECTION 102 OF THE
the world. The Company intends to gain from his experience
COMPANIES ACT 2013.
in the Industry in future also. As Mr Gursaran Singh is more
ITEM NO 7 OF SPECIAL BUSINESS than 75 years of Age and in terms of the Regultion 17(6)(e) of
Mr. Maninder Singh was appointed as an Additional Director the SEBI (Listing Obligations and Disclosure Requirements)
of the Company by the Board of Directors of the Company, (Amendment) regulation, 2018 issued on May 9, 2018
upon the recommendations of the Nomination and (“Amended Listing Regulations”), the remuneration payable
Remuneration Committee of the Board, in its meeting held on to the Executive Directors who are promoters or are the
24th July, 2021 to fill the casual vacancy created by the death members of the Promoter Group, shall be subject to the
of Mr. Rachhpall Singh erstwhile Chairman of the Company approval of the shareholders by way of a Special Resolution
subject to the approval of the shareholders at the 28th Annual in General Meeting, if, the aggregate remuneration payable to
General Meeting. Mr. Maninder Singh is having an experience such directors exceeds 5% of the net profits of the Company,
of more than 35 years in the auto components industry. as calculated under section 198 of the Companies Act, 2013
The details of Mr. Maninder Singh Seehra, as required to be where there is more than one such Director, hence the special
given pursuant to Listing Regulations, Secretarial Standards resolution for his appointment is proposed.
are attached to the notice. The details of Mr. Gursaran Singh, as required to be given
The Board recommends the Ordinary Resolution as set out at pursuant to Listing Regulations, Secretarial Standards are
Item No 7 of the Notice for the approval by the shareholders. attached to the notice.
This statement may also be regarded as a disclosure under The Board recommends the Special Resolution as set out at
the SEBI (LODR), Regulations, 2015. Item No 8 of the Notice for the approval by the shareholders
This statement may also be regarded as a disclosure under
MEMORANDUM OF INTEREST
the SEBI (LODR), Regulations, 2015.
Except Mr. Maninder Singh the appointee himself, and
Mr. Jasvinder Singh being the appointee’s relatives, none of MEMORANDUM OF INTEREST
the Directors / Key Managerial Personnel of the Company Except Mr. Gursaran Singh the appointee himself, Mr.
/ their relatives is concerned or interested, financially or Ranbir Singh and Mr. Gurdeep Singh being the appointee’s
otherwise, in the resolution set out at item no 7. relatives, none of the Directors / Key Managerial Personnel
of the Company / their relatives is concerned or interested, interested, financially or otherwise, in the resolution set out at
financially or otherwise, in the resolution set out at item no 8. item no 9
Except Mr. Jasvinder Singh the appointee himself, Mr. The Board recommends the Special Resolution as set out at
Maninder Singh and Mr. Harwinder Singh being the Item No 10 of the Notice for the approval by the shareholders
appointee’s relatives, none of the Directors / Key Managerial This statement may also be regarded as a disclosure under
Personnel of the Company / their relatives is concerned or the SEBI (LODR), Regulations, 2015.
Notice (Contd.)
Details of the Directors Seeking appointment / Reappointment at the forthcoming Annual General Meeting (in Pursuance of
Regulation 36(3) of the SEBI (LODR), Regulations, 2015 as at 31st March, 2021.
COVID-19 UPDATE 7,85,059 to 9,88,028 this year when compared with the year
The unprecedented COVID-19 outbreak has significantly 2019-20. This incredible growth resulted in total domestic
impacted economies across the globe and India is no sales of 8,99,407 tractors and export of 88,621 tractors which
exception. With the strict lockdown imposed at the beginning resulted in an overall sales growth of 25.85 % during 2020-21,
of the Financial Year 2020-21, demand and supply were surpassing all expectations and projections, when contrasted
disrupted in India. However, the impact of the lockdown with 2019-20. The Domestic tractor sales went up to 8,99,407
and economic disruption was different in different sectors. tractors thus showing growth of 27.57%. This growth looks
Agriculture and allied services, the sector in which your commendable when we also consider the fact that the
Company operates, was classified under essential goods and country was under strict lockdown during the first 2 months
services and operations were allowed during the lockdown. of the financial year 2020-2021.
Therefore, the manufacturing plants of your Company were Domestic tractor sales in last Five fiscal years:
functional from April 2020, after obtaining the necessary
Fiscal year Total domestic sales % change
approvals from the relevant Government authorities. FY 17 582,884 18
FY18 711,478 22
OVERVIEW FY19 786,381 10.5
The Company manufactures and markets Rear Axle Shafts, FY20 705,018 - 11.54
Spindles and Drive Shafts for Tractors and Commercial FY21 899,407 27.57
Vehicles. The Business of the Company is predominantly The growth in the demand of Tractors during the year helped
dependent on the prospects of the Tractor and Commercial your Company to increase its domestic sales as compared
Vehicle Industry, both in India and abroad. The year under to the previous year. Healthy farm cash flows across regions,
review was the toughest and started with an extreme stable crop prices, supported by government’s focus on
negative outlook. The plants of the Company remained procurement, and healthy reservoir levels and government
closed for most part of April of last year and were opened in support programmes (including direct benefit transfers)
a gradual manner from last week of April onwards complying supported the industry demand. All these factors helped the
the prescribed guidelines. In the last 10 days, just before the industry record a growth in volumes of 25-26 per cent in FY21
closing of the year, the business has again witnessed tough and touch an all-time high
situation as Covid – 19 second wave started affecting the Commercial Vehicles
general public with alarming speed. During the year, the
The Commercial Vehicle sector was already going through a
prices of the primary Raw Material i.e steel continued to rise
slowdown when the COVID-19 pandemic struck. A stringent
throughout the year and this increase in prices was steepest.
nationwide lockdown from March last year to curb the
However, the Company was able to come out of these two
spread of coronavirus infections led to auto companies not
extreme adverse situations with unparalleled performance
selling a single vehicle in April last year. Hit by the COVID-19
where the profit of the Company was highest in its 28 years of
pandemic, commercial vehicle (CV) sales in India fell nearly
operations. The business of the Company starting from June
21 per cent in fiscal year 2020-21, while sales of passenger
2020 remained positive both in domestic as well as export
vehicles declined 2 per cent. Total CV sales declined 20.77
markets. Your Company was able to successfully navigate
per cent to 5,68,559 units in FY21 as against 7,17,593 units
the challenges of growing the business during the pandemic
in 2019-20, as per the data released by the Society of Indian
while improving profitability significantly during the year. In
Automobile Manufacturers (SIAM). The First half of the year
spite of Covid-19 second wave, the Company is optimistic
was very much lean and slow with regard to the demand of
about further growth prospects. We are quite hopeful that the
the Commercial Vehicles in aftermath of the lockdown while
Company will be able to tide over these turbulent times and
we witnessed a recovery in Q3 and Q4 of 2020-21. The bus
will be able to achieve new heights in future.
segment was down 78% last year as the public preferred to
avoid public transport means and preferring their own mode
INDUSTRY OVERVIEW
of transport in wake of the pandemic and school and colleges
Tractors also remained closed for most part of the year. During the last
Your Company is a premier supplier of Rear Axle Shafts for the financial year the CV the demand from the CV Industry both
tractors and the year 2020-21 has been a very strong year for in Europe and North America was slow, which are the key
the tractor industry as the overall tractor sales went up from markets for your Company. The demand however, gradually
picked up in the later half of the year and the pandemic slowed down and the demand for transport vehicles revived in these
geographies.
BUSINESS OVERVIEW
The Brief Summary of the operational and financial performance of the Company is given below:-
Geography-wise Revenue
In Cr.
2020-21 2019-20
Exports 493.57 564.40
Domestic 388.77 308.14
Total 882.34 872.54
Amount (` in Cr)
Financial Highlights 2020-21 2019-20
Total operating Revenue 889.59 909.02
Profit Before Depreciation, Interest and Tax 145.34 125.79
Financial Costs 8.54 13.59
Depreciation 40.72 42.36
Profit before Tax 96.08 69.84
Tax Expense
- Current 25.50 19.84
- Deferred (0.07) (2.75)
Profit after tax 70.65 52.75
Earnings Per Share
- Basic 32.91 24.58
- Diluted 32.91 24.58
Future Outlook
The International Monetary Fund (IMF) has sharply scaled down India’s economic growth projection by 300 basis points to 9.5 per
cent for the current financial year from 12.5 per cent estimated earlier in April. IMF said the downward revision is owing to “lack of
access to vaccines” and possibility of renewed waves of coronavirus. IMF’s projections for India in the current fiscal are similar to
the Reserve Bank of India’s (RBI’s), but moderately optimistic manufacturing. Adapting to the required changes to grab the
than those of World Bank. The World Bank projected India’s new opportunities, the Company will be in a strategic position
economy to grow at 8.3 per cent in 2021 and 7.5 per cent to reap the benefits of globalisation and sourcing of auto
in 2022, even as its recovery is being hampered by an components from India by the global OEM’s.
unprecedented second wave of the COVID-19. The Auto Component Industry continues to face business
Tractor demand is expected to marginally improve at 4-6% risks related to the higher input costs, supply chain and
in FY22 on account of healthy reservoir level, higher rabi changing customer preferences. Any delay in the economic
realisation and expected pick up in commercial demand recovery coupled with increase in the commodity prices and
especially for eastern states. Industry representatives and forex volatility are some of the major risks and headwinds
experts see tractor sales momentum continuing in FY22 which are being confronted.
too. Tractor demand is expected to remain strong as rabi
Human Resource
harvesting is progressing well along with the onset of
sowing of summer crops in select markets. We also expect The Company believes that human resources is the strong
the Commercial Vehicle demand to see an uptick from the foundation for creating many possibilities for its business. We
second half of the current fiscal. The Export markets are also know that our Company has best-in-class talent — right
doing well and we hope that the momentum will continue from the shop floor level to the senior managers With the robust
over there. The increase in demand of both tractors and mix of experience and young talent Company emphasis
commercial vehicles will increase the demand for the on continuous enrichment of knowledge of employees.
products of the Company by the OEM’s and the Company We nurture our people by investing in their empowerment
will be able to achieve higher sales and profitability in through learning and development, wellness and safety
the present year also. Soon, with our unified resolve and besides providing contemporary workplace facilities.
commitment to win over this pandemic, we will fight back Continuous emphasis is laid on training and development
and will convert challenges into opportunities. of all the employees. The skill levels of the workforce have
been honed continuously by conducting in-house training
While we de-grew last year, we believe that the Indian
programmes. The skills, experience and passion of our people
economy will come back stronger this year. A strong growth
facilitate deeper customer understanding and engaging
in GDP bodes well for a strong performance in the CV
industry. CRISIL has estimated that the CV industry will grow relationships and strengthen our brand value as a preferred
at a healthy rate of 34 – 36%, on account of low base, for employer. We continue to step up efforts to accelerate our
the year 2021-22. This was based on the continued focus value-based growth strategy and the overall development of
improved demand from Q3 2020-21 which should provide Quality, Efficiency & Delivery
a strong base for growth in 2021-22. The Indian government
During the year under review, we undertook various measures
has planned to invest 35% more in infrastructure versus FY
to reflect our strong endeavor towards quality commitment,
2020-21 in the budget announced in February. This bodes
efficiency and deliveries.
well for the CV industry, especially the medium and heavy
-
In-house execution of manufacturing processes to
commercial vehicle segment. The government is also
monitor product quality, control production costs and
pushing state government transport undertakings to move
maintain delivery schedules
to the PPP model to efficiently operate buses across India.
The scrapping policy may also have a minor positive impact - Trained and certified several employees with Six Sigma
on the prospects of the CV industry this year. We hope that Certified Black Belts (Level I).
all the factors above will help the CV Industry to grow and -
Improving forging efficiency to increase capacity
which will help our Company to expand its business. utilisation
Opportunities and Threats - Better relations with vendors for achieving quality, costs
It is expected that India will grow faster and ahead of the other and delivery objectives with the help of regular vendor
economies of the World in the current decade which will give Audits.
rise to new and manifold opportunities. The Auto component - Centralised approach towards sourcing and vendor
Industry is going to be a big beneficiary of India being management ensuring economies of scale in raw
made a global hub of Automobile and Auto Component material procurement, especially steel
-
Special focus on products packaging to meet of an Internal Financial Control framework that supports
customers’ requirements. Due consideration given to compliance with requirements of the Act in relation to the
the mode of transportation and destination, ensuring Directors’ Responsibility Statement.
timely deliveries. The Internal Audit plan as approved by the Audit Committee
Technology and Automation of the Board and then the same it implemented at various
levels in the organisation. The Internal Audit function of the
Technology define one’s competitive edge in the market.
Company reviews the Compliance of the established designs
The Company realises that and has been investing in
of Internal Control and the shortfalls and discrepancies, if any,
technological upgradation and also fine-tuning the systems
are looked upon into and tracked for closure. The summary
and processes to ensure that those are in sync with the
of the Internal Audit findings and status of implementation
technology platforms. Thus, helping us provide a variety of
of action plans for risk mitigation, are submitted to the Audit
customer specifications. The forging facilities are supported
Committee every quarter for review, and concerns around
by robots. We intend to invest in automation for most stages
residual risks if any, are presented to the Board.
of production process. This will help ensure optimal use of
resources, reduction of industrial risk to human workers, Cautionary Statement
economies of scale and significantly higher accuracy in the Statements in this Management Discussion and Analysis
overall manufacturing and design of products. describing the Company’s objectives, projections, estimates
Internal Control Systems and expectations may be ‘forward looking’ within the
meaning of applicable laws and regulations. Actual results
The Company has devised and designed proper and
may differ from those expressed or implied. Important
adequate Internal Control Systems which are commensurate
factors that could make a difference to the Company’s
with its size and nature of operations to ensure that:
operations include global economy, political stability, stock
a. All the Accounting Standards and other applicable laws
performance on stock markets, changes in Government
and statutes, policies of the Company are followed.
regulations, tax regimes, economic developments and
b.
The Transactions that are recorded are authorised, other incidental factors. Except as required by law, the
accurate and complete in all respects; Company does not undertake to update any forward
c. All the available resources of the Company are put to looking statements to reflect future events or circumstances.
most effective use while safeguarding all the assets of Investors are advised to exercise due care and caution while
the Company. interpreting these statements. The assessments, strategies
The Company has complied with the specific requirements as and prospects presented by your Company in this report
laid out under Section 134(5)(e) of the Companies Act, 2013, are to be read in the context of the changing business
(“Act”) which calls for establishment and implementation environment.
PART D : BR INFORMATION
1 Details of Directors (s) responsible for BR
a) Details of the Director/Directors responsible for
implementation of the BR policy/ policies
DIN Number 01572708
Name Mr. Ranbir Singh
Designation CEO & Wholetime Director
b) Details of the BR Head:
DIN Number 03522812
Designation Wholetime Director
Telephone Number 01882-262273
Email ID kulwin@gnagroup.com
PREFACE
Securities and Exchange Board of India has mandated that top 1000 listed entities based on market Capitalisation are required to
submit Business Responsibility Report (BRR) along with their Annual Report for the year 2020-2021. This report has to be in line
with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business, as released by Ministry of
Corporate Affairs in 2011.
GNA Axles Limited (GNA) hereby present its BRR which add value to the lives of numerous people linked, directly or
provides information on key business responsibility initiatives indirectly, with the organisation is a core strength of GNA. The
undertaken by the Company. The BR report is a part of the Company provides and maintains a clean, safe, and healthy
Annual report and is placed on the website of the Company. work environment for employees, customers, investors
The requisite policies have been developed based on the and other stakeholders. The Company has its dedicated
best practices and as per the regulatory requirements. The Development section which works tirelessly to reduce the
Board of Directors of the Company assesses the business cost for the products of the Company and ensures that the
responsibility of the Company annually. products of the Company are safe and have sustainable
product life. As the Company is a preferred OEM supplier and
PRINCIPLE 1 supplies its products to renowned OEM customers both in
Business should conduct and govern themselves with India and in overseas markets, the company has to adhere to
ethics, transparency and accountability: best manufacturing practices so as to ensure the best quality
for its products as the products of the company are safety items
The Business at GNA is driven by the certain professional ethics
in their respective use. As result of ongoing improvements
like trust, transparency integrity and credibility. The Company is
the company has been absorbing and localising the latest
transparent and compliant with the laws of the land and do not
technology in production and process with the help of
compromise on professional ethics and follows zero tolerance
importing of latest machinery & allied equipments.
for bribery and corruption. The company has formulated
The company gives preference to local vendors wherever
the Code of Conduct which is applicable to the Company
possible and procures the material from those vendors
as a whole. This Code of Conduct covers the exhaustive list
who are close to its plants. The main raw material, i.e Steel,
of topics like anti-bribery, anti-corruption, the prevention of
is sourced by the Company from the vendors which are
sexual harassment at the work place, and other similar laws
approved by its customers and which are adhering to certain
of the land. This CoC is applicable to all the employees of
quality standards like ISO, TS etc so as to maintain the
the Company at all levels. This Code of Conduct is reviewed
continuity of supplies.
periodically and required changes are made in it as per
the requirements. Failure to comply with the code leads to The Company always strives to meet the highest standards of
disciplinary action. The Company adheres to all the applicable precision and customer satisfaction by improving the existing
Statutory and regulatory rules and ensures its compliance to processes and by setting up the world class manufacturing
the law of the land and breach of the same is viewed seriously facilities with best available machining set up. Owing to
by the Management and appropriate action is taken. these, the Company has been able to derive benefits like
improvement of the product quality, eliminating wastages,
The company has also formulated the whistle blower policy to
reducing the consumption of the Raw Material and reducing
enable its employees to raise their concerns in a responsible
the overall cost of production. Further Quality Council is
and effective manner. During the year no compliant was
looking after other process improvement activities. For
received with respect to the above mentioned policy.
sustainable development and business growth, our focus and
GNA has also formulated a Code of Conduct for its Board of
objectives are towards a clean environment at the work place
Directors and other Senior Management to ensure the highest
and the surroundings. Attempts are made to reduce, reuse,
ethical standards to manage the affairs of the Company.
and recycle, for elimination of waste resulting in efficient
The the Directors and senior management personnel
use of available resources. The Company has rationalised
have affirmed compliance with the said code. The Annual
consumption of electricity and usage of natural resources to
Report contains declaration to the said effect signed by the save energy
Managing Director of the Company.
We have Effluent Treatment Plant (ETP) which utilise
Businesses should support inclusive growth and Customer centric is one of the core values of the Company.
equitable development. We always try to offer best quality to our customers
and match the required standards with prime focus on
GNA has always believed in inclusive growth and equitable
development. The CSR activities undertaken by the Company developing memorable customer experience. The Company
mirror the philosophy of the founder of GNA Group Late S. has been constantly investing in upgrading technology
Amar Singh ji which always advocated the inclusive growth of and in acquiring new technology so as to meet customer
all the people, promoting health and family welfare, imparting expectations. We consistently work to improve customer
quality education, taking care of the elderly and those satisfaction and deliver value proactively by anticipating
who need most. The Company has partnered with various changes in customer’s needs.
Charitable organisations and NGO’s for implementing its CSR No customer compliant was pending at the end of the financial
objectives like Bibi Kaulan ji Bhalai Kender Trust, Shri Guru year. The Company displays the relevant information on the
Gobind Singh Charitable Trust, People for Animals, Welfare product labels as per customer’s drawing specifications. No
Association HBC Bindraban, Mehtiana Football club, Govt. stakeholder of the Company has filed any case pertaining to
School Ahirana, Helpage India NGO at Phagwara. unfair trade practices.
The following major programmes have been implemented: The Company engages with its customers to continuously
- The Company has worked for and donated amount for improve the customer satisfaction levels. The Company
construction of school for the poor and needy children engages with its customers and carries consumer surveys
by Guru Gobind Singh Charitable Trust. for different products every year to know the customer
- The Company has donated amount for the construction satisfaction level so that necessary steps may be taken to
of old age home by Helpage India at Phagwara. enhance the same.
Director’s Report
Dear Members,
The Directors of your Company have pleasure in presenting their 28th Annual Report on the affairs of the Company together with
the Audited Accounts of the Company for the year ended March 31, 2021.
FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS: in progress) as at March 31, 2021 were ` 29476.70 Lacs as
against previous year’s value of ` 30549.43 Lacs.
SALES
Current Assets
Revenue from operations decreased by ` 1942.32 Lacs to
The net current assets as on March 31, 2021 were ` 27922.57
` 88,959.26 Lacs for the Fiscal 2021 from ` 90,901.58 Lacs
Lacs as against ` 22747.63 Lacs in the previous year.
for the Fiscal 2020, or a decrease of 2.14%. Export sales
decreased by ` 4,155.63 Lacs to ` 52,284.70 Lacs for the DIVIDEND
Fiscal 2021 from ` 56,440.33 Lacs for the Fiscal 2020 due The Board of Directors in its meeting held on April 23, 2021
to the slowdown in the overseas market. Domestic sales had recommended a dividend @ 50.00% i.e of ` 5.00/- per
increased by ` 3,662.78 Lacs to ` 3,4476.94 Lacs in the Equity Share of ` 10/- each (Previous year NIL per Equity
Fiscal 2021 from ` 30,814.16 Lacs in the Fiscal 2020 thereby Share) comprising of 25.00% as normal dividend for the
showing an increase of 11.89% owing to better demand of financial year 2020-2021 and 25.00% as One time Special
the Company’s products in the domestic auto industry. Dividend to the shareholders of the Company for their
consideration and approval at the ensuing Annual General
PROFITABILITY
Meeting of the Company. The dividend @ 50.00%, if approved
The Company earned Profit before Tax of ` 9608.12 Lacs at the forthcoming Annual General Meeting, will result in the
during the year under review against ` 6984.11 Lacs for the outflow of ` 1073.27 Lacs.
Fiscal 2020 showing an increase of 37.57%.
SHARE CAPITAL
Profit after tax increased by ` 1789.83 Lacs to ` 7065.31 Lacs
The paid up Equity Share Capital of the Company as on March
for the Fiscal 2021 from ` 5275.47 Lacs for the Fiscal 2020
31, 2021 stood at ` 2146.54 Lacs. During the year under review
thereby showing an increase of 33.93%.
the Company has not issued shares or convertible securities
RESOURCE UTILISATION or shares with differential voting rights nor has granted any
stock options or sweat equity shares or warrants. None of the
Property Plant & Equipment
Directors of the Company hold instruments convertible into
The property, plant & Equipment (including capital work Equity Shares of the Company as on March 31, 2021.
3. To promote the rural sports, nationally recognized sports provided any security or made any investments u/s 186 of the
and Olympic sports. Companies Act during the financial year 2020-2021.
of the Nomination and Remuneration Committee of the Board. Declaration under Section 149(6):
had appointed Mr. Gursaran Singh as Executive Chairman of The Independent Directors have submitted their disclosures
the Board, Mr. Jasvinder Singh as Executive Vice Chairman to the Board that they fulfill all the requirements as stipulated
and Mr. Ranbir Singh Managing Director of the Company w.e.f in Section 149(6) of the Companies Act, 2013 so as to qualify
July 26, 2021 subject to the approval of the shareholders at themselves to be appointed as Independent Directors under
the ensuing Annual General Meeting. Consequent upon their the provisions of the Companies Act, 2013 and read with the
appointments / elevations Mr. Gursaran Singh, Mr. Jasvinder relevant rules.
Singh and Mr. Ranbir Singh resigned from their earlier posts
Company’s Policy relating to the Directors appointment,
of Managing Director, Jt. Managing Director and Wholetime
Payment of remuneration and other matters related
Director of the Company respectively after the close of
thereto.
business hours on July 24, 2021.
The Board of Directors of the Company had formulated
The Board of Directors in the same meeting, upon the
and approved the Nomination and Remuneration Policy of
recommendations of the Nomination and Remuneration
the Company which includes the criteria determining the
Committee of the Board, had appointed Mr. Maninder Singh
qualifications and other matters as provided under section
Seehra as Additional Director on the Board, w.e.f July 24,
178(3) of the Companies Act 2013.
2021, to fill the casual vacancy created by the passing way
The Nomination and Remuneration Policy of the Company is
of Mr. Rachhpall Singh. Further the Board of Directors also
annexed hereto and forms part of this report as Annexure 3.
appointed Mr. Maninder Singh Seehra as Executive Director
w.e.f August 1, 2021 to March 31, 2026, subject to the Familiarisation programmes for Board Members:
approval of the shareholders in the ensuing Annual General The Board members are from time to time provided with
Meeting. necessary documents/policies/internal procedures to get
The Board recommends the above appointments, to the them familiar with the practices of the Company. The business
shareholders at the ensuing Annual General Meeting. strategies, performance, global developments, legal& other
Pursuant to provisions of Section 203 of the Companies updates, compliance reports and other relevant information/
Act, 2013, the Company has designated below mentioned reports etc. are being periodically provided to the Board of
persons as KMP’s :- Directors.
held on July 24, 2021.) evaluate the performance of the Non Independent Directors
of the Company, the Chairman of the Company and Board
Jasvinder Singh Jt. Managing Director (Appointed
as a whole. The evaluation was done by discussing the
as Executive Vice Chairman w.e.f
performance of the Individual Directors and the Board as a
July 26, 2021 by the Board in its
whole.
meeting held on July 24, 2021.)
AUDITORS AND AUDITORS’ REPORT:
Ranbir Singh Wholetime Director & CEO
(Appointed as Managing Director a. Statutory Auditors:
& Chief Executive Office w.e.f M/s Harish & Co., Chartered Accountants, the retiring
July 26, 2021 by the Board in its auditors of the Company have confirmed their eligibility
meeting held on July 24, 2021.) to be re-appointed as Statutory Auditors of the Company
Rakesh Kumar Chief Financial Officer (CFO) at the ensuing Annual General Meeting. The Board of
Directors recommend the re-appointment of M/s Harish
Gourav Jain Company Secretary (CS)
& Co, Chartered Accountants as Statutory Auditors of
There has been no change in the Key Managerial Personnel the Company hold office from the conclusion of this
of the Company during the year under review. Annual General Meeting till the conclusion of the next
Annual General Meeting. The Company has paid a sum on April 23, 2021 had adopted and approved the Dividend
of ` 7.50 lacs (plus GST) to M/s Harish & Co, Chartered Distribution policy of the Company and the same is annexed
Accountants as audit fees during the Financial Year as Annexure – 5 to this Report.
ended March 31, 2021.
CORPORATE GOVERNANCE
The Auditor’s Report does not have any qualification,
A Separate section on Corporate Governance forms an
reservation, adverse remark or disclaimer by the
integral part of this Annual Report of the Company. The
Statutory Auditors.
Statutory Auditors of the Company have given their certificate
b. Secretarial Auditor: regarding the compliance of the conditions of Corporate
M/s H.K & Associates, Practicing Company Secretaries, Governance as stipulated under the SEBI (LODR) Regulations,
were appointed as Secretarial Auditor for the year 2020- 2015 and the same is annexed to the report on Corporate
21. The Report of the Secretarial Auditor in form no MR-3 Governance.
is annexed to this Report. The Secretarial Audit Report ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
is self explanatory and do not call for any comments. AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The Secretarial Audit Report forms part of this report as
Conservation of energy has been a major area of emphasis
Annexure 4.
of your Company and every effort is made to achieve the
BOARD MEETINGS: optimum utilisation of energy in carrying out the manufacturing
During the Financial Year 2020-21, the Board met 4 times on processes. Particulars with respect to conservation of energy
May 19, 2020, July 17, 2020, October 12, 2020 and January and other areas as per section 134 (3)(m) of the Companies
11, 2021. Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are provided in Annexure 6.
AUDIT COMMITTEE DISCLOSURES:
ANNUAL RETURN
Composition of Audit Committee:
In terms of the provisions of section 92(3) of the Companies
The Audit Committee comprises of four directors i.e. Air
Act, 2013 read with Companies (Amendment) Act 2017 and
(Cmde.) Shailindra Singh Kaushik (Retd.) - Independent
the relevant rules made thereunder, a copy of the Annual
Director, Mr. Jasminder Singh Johal - Independent Director,
Return as prescribed under Section 92 of the Companies
Mr. Ajit Singh Walia – Independent Director and Mr. Ranbir
Act, 2013 as amended shall be made available at the website
Singh Wholetime Director & CEO. Air (Cmde.) Shailindra
of the Company www.gnagroup.com under the investor
Singh Kaushik (Retd.) is the Chairman of the committee and
relations tab on the website of the Company.
Mr. Gaurav Jain is Secretary of the Committee.
HUMAN RESOURCES/INDUSTRIAL RELATIONS:
Vigil Mechanism and Whistle Blower Policy
For your Company its Human Resources are its most
Pursuant to provisions of section 177 (9) of the Companies
important assets. It has been the endeavor of the Company
Act, 2013, the Company has established a “Vigil Mechanism”
to attract and retain talent. Performance management is the
incorporating Vigil Mechanism Policy which also incorporates
key word for the Company. The Industrial relations have been
the Whistle Blower Policy in terms of rule 7 of the Companies
peaceful and harmonious in both the plants of the Company
(Meetings of Board and its Powers) Rules, 2014 for employees
during the year under review. As on March 31, 2021, 1344
and Directors of the Company, for expressing the genuine
personnel were employed by the Company.
concerns of unethical behavior, frauds or violation of the
codes of conduct. The Company has also provided adequate PERSONNEL & RELATED INFORMATION:
safeguards against victimisation of employees and Directors The disclosures required under section 197(12) of the
who express their concerns. Companies Act 2013 and Rule 5(1) of the Companies
The Policy on Vigil Mechanism as approved by the Board (Appointment & Remuneration of Managerial Personnel)
of Directors can be accessed on the Company’s website at Rules, 2014 are annexed as Annexure 7 hereto and forms part
the link: http://gnagroup.com/wp-content/uploads/2015/09/ of this report.
VIGIL-MECHANISM-POLICY.pdf
DIRECTOR’S RESPONSIBILITY STATEMENT:
DIVIDEND DISTRIBUTION POLICY Pursuant to Section 134 (5) of the Companies Act, 2013, the
The Board of Directors of the Company in their meeting held Directors of the Company confirm that:
1. In the preparation of the annual accounts, the applicable 1. Details of joint venture or associate Company.
Accounting Standards have been followed; 2. Issue of equity shares with differential rights to dividend,
2. Appropriate accounting policies have been selected voting or otherwise.
and applied consistently, and have made judgments 3. Details relating to the deposits covered under Chapter V
and estimates that are reasonable and prudent so as of the Companies Act 2013.
to give a true and fair view of the state of affairs of the
4. No significant/material orders have been passed by any
Company at the end of the financial year and of the profit
Regulator/Court /Tribunal which could impact the going
or loss of the Company for that period;
concern status & future operations of the Company.
3.
Proper and sufficient care has been taken for the
5. No change in nature of Business of the Company.
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 21. ACKNOWLEDGEMENT:
2013 for safe guarding the assets of the Company and for Your Directors are pleased to place on record their
preventing and detecting fraud and other irregularities; appreciation to the Shareholders, Government Authorities,
4. The annual accounts have been prepared on a going Financial Institutions, Bankers and other Statutory Authorities
concern basis. for their continued and valuable support to the Company.
5. The Board of Director of the Company has laid down Your Directors express their deep gratitude and appreciation
internal financial controls to be followed by the Company to the employees at all levels for their continued and devoted
and such internal financial controls are adequate and services and sincere efforts. The Company feels confident of
were operating effectively. continued cooperation and efforts from them in future also.
FORM NO. AOC – 1 PURSUANT TO SECTION 129(3) OF THE COMPANIES ACT , 2013 RELATING TO SUBSIDIARY COMPANIES.
Part A
Amount in `
Annexure - 2
ANNUAL REPORT ON CSR ACTIVITIES PURSUANT TO RULE 8 OF COMPANIES
The Company has identified the following areas as the thrust areas under its CSR policy:-
i. Eradicating hunger and providing for healthcare.
ii. Empowerment of Women.
iii. Promoting Education
iv. Promotion of sports
v. Rural Development
vi. Any other project / programme pertaining to the activities listed in the Schedule VII of Companies Act, 2013 and
Companies (CSR) Rules, 2014.
Annexure - 2 (Contd.)
3. Provide the web-link where Composition of CSR Committee, CSR Policy or CSR projects approved by the Board
are disclosed on the website of the Company
CSR Committee – www.gnagroup.com
CSR Policy – www.gnagroup.com
CSR Programmes – www.gnagroup.com
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
Not applicable for financial year 2020-21.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any – NIL
Sl. Financial Year Amount available for set-off from Amount required to be set-off for
No. preceding financial years(in `) the financial year, if any (in `)
TOTAL
6. Average net Profit of the Company as per Section 135(5) – ` 82.81 Cr.
7. (a) Two percent of average net profit of the Company as per section 135(5) ` 165.63Lacs Cr.
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL
(c) Amount required to be set off for the financial year, if any : NIL
(d) Total CSR obligation for the financial year (7a+7b-7c) ` 165.63 Lacs
8. (a) CSR spent or unspent for the financial year:
Total Amount Spent for Amount Unspent (in ` Lacs)
the Financial Year Total Amount transferred to Amount transferred to any fund specified under
(in ` Lacs) Unspent CSR Account as per Schedule VII as per second provision to section
section 135(6) 135(5)
Amount Date of Name of the Amount Date of
Transfer fund Transfer
95.29 69.34 Lacs April 28, 2021 NA Nil NA
(b) Details of CSR amount spent against ongoing projects for the financial year: NIL
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from Local Location of Project Amount Amount Amount Mode of Mode of Implementation
No. of the the list of Area the Project Duration allocated spent in transferred to Implementation – Through Implementing
project activities (Yes/ for the the current Unspent CSR Direct (Yes/No) Agency
in No) project Financial Account for the
Schedule (in `) Year (in `) project as per
VII to the Section 135(6)
Act. State District (in `) Name CSR Registration
Number
TOTAL
(c) Details of CSR Amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Project Mode of Implementation –
Item from Location of the Project Amount Through Implementing Agency
the list of spent
activities in for the
Schedule Local Project Mode of CSR Regn
Sl. Name of the VII to the area (in ` Implementation No.,If already
No. Project Act. (Yes/No) State District Lacs) Direct (Yes/No) Name registered
1 Covid 19 Clause (1) Yes Punjab Kapurthala, 2.00 Yes - -
(Providing food jalandhar,
kits and relief Hoshiarpur
material)
2. Bibi Kaulan Ji Clause (i) Yes Punjab Amritsar, 80.00 No Bibi Kaulan Ji CSR00009149
Bhalai kender Jalandhar, Bhalai kender
Trust Kapurthala Trust
3 K L Saigal Clause (ii) Yes Punjab Jalandhar 15.00 No Bibi Kaulan Ji -
Memorial Trust Bhalai kender
Trust
4 Shri Guru Clause (II) No Maharashtra Nanded 10.00 No Shri Guru -
Gobind SinghJi Gobind SinghJi
Welfare Trust Welfare Trust
5 Doaba Football Clause (vii) Yes Punjab Hoshiarpur 1.35 Lacs No Doaba Football -
Club Club
6 Royal Clause (ii) Yes Punjab Hoshiarpur 1.00 No Royal -
Commonwealth Commonwealth
Society for the Society for the
Blind Blind
8 Shaheed Bhagat Clause (i) Yes Punjab Kapurthala 2.50 No Shaheed Bhagat -
Singh Sewa Dal Singh Sewa Dal
9 Mata Sobhi Ji Clause (i) Yes Punjab Kapurthala 0.50 No Mata Sobhi Ji -
Charitable trust Charitable trust
10 Welfare Clause (iii) Yes Himachal Kangra 6.00 No Welfare -
Association Pradesh Association
Housing Board Housing Board
Colony Colony
11 Helpage Clause (iii) Yes Punjab Kapurthala, 7.00 No Helpage -
International jalandhar International
Charitable Trust Charitable Trust
12 Hoshiarpur Clause (ii) Yes Punjab Hoshiarpur 1.00 No Hoshiarpur
Litreary Society Litreary Society
TOTAL AMOUNT SPENT = ` 126.35 Lacs
Annexure - 2 (Contd.)
9. (a) Details of unspent CSR amount for the preceding three financial year(s) :
Amount Amount transferred to any fund Amount
transferred to Amount specified under Schedule VII as remaining to
Unspent CSR spent in the per Section 135(6), if any be spent in
Account under reporting succeeding
Sl. Preceding section 135(6) Financial Year Name of Amount Date of financial years
No. Financial Year (in `) (in `) the fund (in `) transfer (in `)
1. 2019-2020 - 30.06 Lacs - - - NIL
2.
3.
TOTAL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired
through CSR spent in the financial year. NIL
11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section
135(5). - NA
Date : July 24, 2021 Air (Cmde.) Shailindra Singh Kaushik (Retd.)
Place : Mehtiana Chairman CSR Commitee
2.
Formulating of criteria for evaluation of the 12.
Whether to extend or continue the term of
independent directors and the Board; appointment of the independent director, on the
basis of the report of performance evaluation of
3. Devising a policy on Board diversity;
independent directors.
4.
Identifying persons who qualify to become
directors or who may be appointed in senior 3. MEMBERSHIP:
management in accordance with the criteria a)
The Committee shall consist of a minimum 3
laid down, recommending to the Board their nonexecutive directors, majority of them being
appointment and removal, and carrying out independent.
evaluations of every director’s performance; b)
Minimum two (2) members shall constitute a
5.
Analyzing, monitoring and reviewing various quorum for the Committee meeting.
human resource and compensation matters; c) Membership of the Committee shall be disclosed
6.
Determining the Company’s policy on specific in the Annual Report.
remuneration packages for executive directors d) Term of the Committee shall be continued unless
including pension rights and any compensation terminated by the Board of Directors.
payment, and determining remuneration packages
4. CHAIRMAN:
of such directors;
a)
Chairman of the Committee shall be an
7. Determining compensation levels payable to the
Independent Director.
senior management personnel and other staff
(as deemed necessary), which shall be market- b)
Chairman of the Company may be appointed
related, usually consisting of a fixed and variable as a member of the Committee but shall not be a
component; Chairman of the Committee.
8. Reviewing and approving compensation strategy c) In the absence of the Chairman, the members of
from time to time in the context of the current Indian the Committee present at the meeting shall choose
market in accordance with applicable laws; one amongst them to act as Chairman.
Annexure - 3 (Contd.)
Annexure - 4 (Contd.)
VI. The following laws as identified and confirmed by the sent at least seven days in advance and a system exists for
Management as specifically applicable to the Company: seeking and obtaining further information and clarification
a. Hazardous Wastes (Management, Handling and on the agenda items before the meeting and the meaningful
Trans-boundary Movement) Rules, 2008 participation at the meeting.
b. We further report that adequate systems are in Majority decisions are carried through while the dissenting
place to monitor and ensure compliance with members’ views, if any, are captured and recorded as part of
general laws like labour laws, competition law, the minutes. No dissenting views have been noticed during
environmental laws etc. the period covered under audit.
We have also examined compliances with the applicable We further report that there are adequate systems and
clauses of the following. processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance
a.
Secretarial Standards issued by the Institute of
with applicable laws, rules, regulations, and guidelines.
Companies Secretaries of India.
We further report that during the audit period there were
b.
Uniform Listing Agreements entered into by the
no events/actions, having major bearing on the Company’s
Company with BSE Limited and National Stock
affairs in pursuance of above referred laws, rules, regulation,
Exchange of India Limited.
guidelines, standards, etc.
During the Period under review, the Company has generally
complied with the provisions of the Act, rules, regulations,
guidelines’, standards etc. mentioned above. For H. K. & Associates
Company Secretaries
We further report that:
The Board of Directors of Company duly constituted with
the proper balance of Executive Directors, Non-Executive Harsimran Kaur
Directors, and Independent Directors. The changes in the Proprietor
composition of the Board of Directors that took place during Dated: July 24, 2021 M. No: FCS-8174, C.P No: 9252
the period under review were carried out in compliance with Place: Jalandhar UDIN: F008174C000680901
the provisions of the Companies Act, 2013 and the rules
made thereunder. NOTE: This report is to be read with our letter of even date
Adequate Notice is given to all Directors to schedule the which is annexed as an Annexure and forms an integral part
board meeting, agenda and detailed notes on agenda are of this report.
Annexure 5
The shareholders of the Company may not expect declaration, to those shareholders who are entitled
dividend under certain circumstances including the to receive the dividend on the record date/book
following, closure period, as per the applicable law.
• I n the event of inadequacy of profits or whenever In case of interim dividend:
the Company has incurred losses; i. Interim dividend, if any, shall be declared by the
• ignificant cash flow requirements towards higher
S Board.
working capital requirements / tax demands / or
ii. Before declaring interim dividend, the Board shall
others , adversely impacting free cash flows;
consider the financial position of the Company that
• n impending / ongoing capital expenditure
A allows the payment of such dividend.
program or any acquisitions or investment in joint
iii. The payment of dividends shall be made within
ventures requiring significant allocation of capital;
the statutorily prescribed period from the date
• Allocation of cash required for buy-back of securities; of declaration to the shareholders entitled to
• ny of the internal or external factors restraining the
A receive the dividend on the record date, as per the
Company from considering dividend. applicable laws.
C. UTILIZATION OF THE RETAINED EARNING iv. In case no final dividend is declared, interim dividend
The Board may retain its earnings in order to make better paid during the year, if any, will be regarded as final
use of the available funds and increase the value of the dividend in the Annual General Meeting.
stakeholders in the long run. The decision of utilisation F. PARAMETERS TO BE ADOPTED WITH REGARD TO
of the retained earnings of the Company shall be based VARIOUS CLASSES OF SHARES
on the following factors:
Since the Company has issued only one class of equity
1. Product expansion plan
shares with equal voting rights, all the members of the
2. Increase in production capacity Company are entitled to receive the same amount of
3. Increase in the market footprint dividend per share. Parameters for dividend payments
4. Modernisation plan in respect of any other class of shares will be as per the
respective terms of issue and in accordance with the
5. Diversification of business
applicable regulations and will be determined, if and
6. Replacement of capital assets
when the Company decides to issue any other classes
7. High Cost of Debt of shares.
D. RATE/ QUANTUM OF DIVIDEND:
4. CONFLICT IN POLICY
The Company will strive to distribute an optimal
In the event of any conflict between this Policy and the
and appropriate level of the profits earned by it in its
provisions contained in the regulations, the regulations
business, to the shareholders, in the form of dividend.
shall prevail.
The Company would maintain a dividend pay-out as
may be determined by the Board from time to time, 5. DISCLOSURES
considering the general business factors and other The Dividend Distribution Policy shall be disclosed in
significant parameters specified in this policy. the Annual Report and on the website of the Company
E. MANNER OF DIVIDEND PAYOUT i.e.www.gnagroup.com.
Annexure 6
INFORMATION PURSUANT TO SECTION 134(3)(m) OF and imported by the Company in the past have been
THE COMPANIES ACT – 2013 READ WITH RULE 8(3) OF absorbed by the Company.
THE COMPANIES (ACCOUNTS) RULES 2014 FORMING
ii) Benefits derived as a result of the above:
PART OF THE DIRECTORS REPORT FOR THE YEAR
Owing to these, the Company has been able to derive
ENDED MARCH 31, 2021.
benefits like improvement of the product quality,
CONSERVATION OF ENERGY eleminating wastages, reducing the consumption of the
The Company has been taking adequate measures for the Raw Material and reducing the overall cost of production.
conservation of energy by ensuring the optimum utilisation of Initiative planning and absorbing new technology has
energy and other resources at its disposal. The Company has been taken by the R & D team of the Company by visiting
been at the forefront to conserve energy and natural resources & participating in various trade shows & exhibitions in
by implementing various energy conservation measures not various parts of India & across the Globe. Further Quality
limited to using the energy and power efficient machinery Council is looking after other process improvement
which reduces the consumption of Power, Oil, Water and activities. For sustainable development and business
other energy resources while carrying on the production growth, our focus and objectives are towards a clean
processes and adhering to the following guidelines:- environment at the work place and the surroundings.
1. Implementing the latest technology to reduce energy Attempts are made to reduce, reuse, and recycle, for
losses. elimination of waste resulting in efficient use of available
resources.
2.
Minimizing idle running hours of machinery and
Equipments. iii) Expenditure on Research & Development
3. Innovation and Up-gradation of Technology. The development work is carried on a continuous
4. Regular auditing of Oil, & Power conservation. basis by the respective and concerned departments
in the organisation in the field of product design and
5. Minimal energy has been generated from the DG sets.
development, cost reduction and automation, reduction
6.
Energy Audits are done at continuous basis and
in the process time and environment protection and
corrective action is taken wherever necessary.
conservation of energy. Due to the benefits derived by
B.
TECHNOLOGY ABSORPTION, RESEARCH & the Company on account of the initiatives taken in the
DEVELOPMENT above fields the Company has been able to achieve
seamless production of world class auto components
i) Efforts made in Technology Absorption:
for its OEM customers in both domestic and overseas
As result of ongoing improvements the Company has
market. No separate records of the expenditure on
been absorbing and localizing the latest technology in
Research and Development are kept by the Company.
production and process with the help of importing of
latest machinery & allied equipments. The Company FOREIGN EXCHANGE EARNING AND OUTGO
always strives to meet the highest standards of • Continued efforts/ initiatives made with a focus on
precision and customer satisfaction by improving the development of new products as well as product
existing processes and by setting up the world class extension of the existing lines.
manufacturing facilities with best available machining • Mobilisation/ Gearing up of the existing as well
set up. The Company has not imported technologies as new markets keeping in view the ongoing
in the last five years. The efficient machineries acquired expansions.
( ` in Lacs)
Current Year Previous Year
Earnings in Foreign Exchange 52284.70 56440.33
Foreign Exchange Outgo 2240.29 5538.88
Gursaran Singh
Managing Director
Annexure - 7
INFORMATION PURSUANT TO SECTION 197(12) REAS WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONEL)RULES ,2014
Details of the Ratio of remuneration of each director to the median employees remuneration.
The Median Remuneration of employees for the Financial Year is ` 1.49 Lacs
I) The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the
financial year is as follows:-
SR. NAME & DESIGNATION OF DIRECTOR REMUNERATION (AMOUNT RATIO TO MEDIAN
NO RS. IN LACS) REMUNERATION
1. Mr. Rachhpall Singh – Executive Chairman 75.60 50.74
2. Mr. Gursaran Singh – Managing Director 75.60 50.74
3. Mr. Jasvinder Singh – Wholetime Director 214.36 143.87
4. Mr. Ranbir Singh – Wholetime Director 214.36 143.87
5. Mr. Gurdeep Singh – Director - -
6. Mr. Harwinder Singh – WholeTime Director 40.20 26.98
7. Mr. Kulwin Seehra – Wholetime Director 40.20 26.98
8. Mr. Jasminder Singh Johal – Independent Director - Not Applicable as only sitting
fees is paid during the year
9. Mr. Anish Kumar Dhingra – Independent Director - Not Applicable as only sitting
fees is paid during the year
10. Air (Cmde.) Shailindra Singh Kaushik (Retd.)– - Not Applicable as only sitting
Independent Director fees is paid during the year
11. Mr. Vikas Uppal – Independent Director - Not Applicable as only sitting
fees is paid during the year
12. Col. M S Atwal (Retd.)– Independent Director - Not Applicable as only sitting
fees is paid during the year
13. Mr. Ajit Singh – Independent Director - Not Applicable as only sitting
fees is paid during the year
14. Mrs. Geeta Khanna –Independent Director - Not Applicable as only sitting
fees is paid during the year
15. Lt. Gen. Praveen Bakshi (Retd.) - Not Applicable as only sitting
fees is paid during the year
II) The percentage increase in remuneration of each Director, CFO , CEO, CS or Manager if any in the financial year
2020-21 compared to 2019-20
SR. NAME & DESIGNATION OF DIRECTOR, CFO , CEO REMUNERATION FOR REMUNERATION FOR % CHANGE
NO AND CS THE YEAR ENDED THE YEAR ENDED
2020-21 (RS. IN LACS 2019-20 (RS. IN LACS)
1. Mr. Rachhpall Singh – Chairman & Wholetime Director 75.60 58.80 28.57
2. Mr. Gursaran Singh – Managing Director 75.60 58.80 28.57
3. Mr. Jasvinder Singh – Jt. Managing Director 214.36 186.96 14.66
4. Mr. Ranbir Singh – Wholetime Director & CEO 214.36 186.96 14.66
5. Mr. Gurdeep Singh – Director - - -
6. Mr. Harwinder Singh – WholeTime Director 40.20 34.43 16.76
7. Mr. Kulwin Seehra – Wholetime Director 40.20 34.43 16.76
8. Mr. Jasminder Singh Johal – Independent Director - - NA
9. Mr. Anish Kumar Dhingra – Independent Director - - NA
10. Air (Cmde.) Shailindra Singh Kaushik (Retd.) – - - NA
Independent Director
11. Mr. Vikas Uppal – Independent Director - - NA
12. Col. M S Atwal (Retd.)– Independent Director - - NA
13. Mr. Ajit Singh – Independent Director - - NA
14. Mrs. Geeta Khanna –Independent Director - - NA
15. Lt. Gen. Praveen Bakshi (Retd.) - - NA
16. Mr. Rakesh Gupta – CFO 13.30 13.20 0.76
17. Mr. Gourav Jain – CS 6.86 6.77 1.33
III) The median remuneration of the employees has increased by 5.67% In 2020-2021 as compared to 3.68% in 2019-2020.
IV) Number of permanent employees on the rolls of the Company during Financial Year 2020-21 was 1344 .
V) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and is
there are any exceptional circumstances for increase in the managerial remuneration :- Average increase in the Employees
remuneration other than managerial remuneration is 5.67% while the managerial remuneration increased by 17.83%. The
increase in the managerial remuneration was on account of increased responsibilities.
VI) We affirm that the remuneration paid to the Directors, Key Managerial Personnel and employees is as per the remuneration
policy of the Company.
INFORMATION AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014.
I) Names of the Top ten employees of the Company in terms of remuneration drawn.
S. Name of Designation Remuneration Nature of Qualification Date of Age (in Last The Whether any
No Employee of the Received employment and experience commencement Years) Employment percentage such employee is
Employee (Amt. in Lacs) whether of employee of employment held before of equity a relative of any
contractual joining the shares held by Director of the
or otherwise Company employee of Company and if
the Company so name of the
Director.
1 Mr. Maninder Sr. Vice 24.64 Lacs Permanent Graduate, 37 01.02.2018 62 GNA Udyog 11.36% Relative of Mr.
Singh President years Limited Rachhpall Singh
(Planning) and Mr. Jasvinder
Singh
2 Mrs. Loveleen Sr. Vice 24.64 Lacs Permanent Graduate, 22 01.02.2018 58 - 0.032% Relative of Mr.
Kaur President years Ranbir Singh and
(Planning) Mr. Kulwin Seehra
3. Mr. Pradeep Sr. Vice 14.63 Lacs Permanent B.Com, 16.05.1994 58 Guru Nanak 0.00% Not Related
Sharma President – 37 Years Auto Enterprises
Marketing Limited
4. Mr. Satwinder Sr. Vice 14.20 Lacs Permanent Diploma in 01.03.2005 65 GNA Udyog 0.0003% Not Related
Singh President – Mechanical Limited
Projects Engineering,
39 Years
5. Mr. Surinder Sr. Vice 13.54 Lacs Permanent Diploma in 16.05.1994 64 Guru Nanak 0.00% Not Related
Singh President – Mechanical Auto Enterprises
Works Engineering Limited
42 Years
6 Mr. Rakesh CFO 13.30 Lacs Permanent B.Com, FCA 06.05.2006 52 GNA Gears 0.00% Not Related
Kumar 26 Years Limited
7 Mr. Manjit DGM - Exports 11.39 Lacs Permanent B.Com, 01.11.2006 43 Genpact 0.04% Not Related
Singh Rihal 16 Years
8 Mr. G S DGM – 10.63 Lacs Permanent B.Sc, LL.B 16.05.1994 55 Guru Nanak 0.00% Not Related
Cheema Personnel & 26 Years Auto Enterprises
HRD Limited
9 Dr. Jaswant GM - Forging 10.02 Lacs Permanent Ph.d in Metal 16.05.1994 52 Guru Nanak 0.00% Not Related
Singh Forming Auto Enterprises
26 Years Limited
10 Mr. Harish GM- PPC 8.59 Lacs Permanent Graduate 16.05.1994 56 Guru Nanak 0.00% Not Related
Kumar 35 Years Auto Enterprises
Limited
II) Name of the employees who were employed throughout the Financial Year 2020-21 and were paid remuneration not less
than ` 1.02 Cr per annum – NIL
III) Name of employees who were employees in part during the Financial Year 2020-21 and were paid remuneration not less than
rupees 8.50 Lacs per month – NIL.
IV) Name of employees who were employees throughout the Financial Year 2020-21 or part thereof and were paid remuneration
in excess of Managing Director or Wholetime Director or Manager and hold along with his spouse or dependent children not
less than 2% of the equity shares of the Company – NIL.
This Report on Corporate Governance forms part of the Company. As its primary role is fiduciary in nature, the
Annual Report. It assumes a great deal of importance in the Board provides leadership, guidance, objective and
business life of the Company. The Company’s goal is to find independent view to the Company’s Management
creative and productive ways of delighting its stakeholders while discharging its responsibilities thus ensuring that
i.e. investors, customers & associates, while fulfilling the role the Management adheres to ethics, disclosures and
of a responsible corporate representative committed to best transparency.
practices. This section besides being in compliance of the a)
Composition: As on March 31, 2021, the
provisions of Listing Agreement, gives an insight into the Company’s Board comprises of a Chairman,
process of functioning of the Company. Executive Directors, Non Executive Directors,
Managing Director and a Joint Managing Director.
1.
COMPANY’S PHILOSOPHY ON CODE OF
Out of the total strength of Fifteen (15) Directors,
GOVERNANCE
eight Directors are independent.
The Company is committed to maintain the highest
b)
Board Meetings: During the Financial Year
standards of transparency, accountability and equality
2020-21, the Board met Four (4) times on May 19,
in its working so that the underlying goal of increasing
2020, July 17, 2020, October 12, 2020 and January
overall shareholder value can be attained in a sustained
11, 2021.
way. Further the Company has also implemented several
The composition of Board of Directors and Directors
best Corporate Governance practices as prevalent
attendance at the Board Meetings and at last Annual General
globally
Meeting of the Company, as also the number of Directorship/
2. BOARD OF DIRECTORS: Chairmanships, Committee Memberships and Committee
The Board is entrusted with the ultimate responsibility Chairmanships held by them in other Public Limited
of the management, direction and performance of the Companies, as on March 31, 2021 are given below:-
Attendance
Number at Last Board Committee
of Board Annual Directorship Other Chairmanship Chairmanships
Meetings General in other Committee in other in other
Name of Director Designation & Category Attended Meeting Companies Membership Companies Companies
Mr. RACHHPALL SINGH EXECUTIVE CHAIRMAN 2 NO NIL 2 - -
Mr. GURSARAN SINGH MANAGING DIRECTOR 4 YES 2 - 2 -
Mr. JASVINDER SINGH JT. MANAGING DIRECTOR 4 NO 2 - - -
SEEHRA
Mr. RANBIR SINGH EXECUTIVE DIRECTOR AND 4 YES 4 - - 3
CEO
Mr. GURDEEP SINGH NON-INDEPENDENT AND NON 4 YES 5 - -
EXECUTIVE DIRECTOR
Mr. HARWINDER SINGH EXECUTIVE DIRECTOR 4 YES - - - -
SEEHRA
Mr. KULWIN SEEHRA EXECUTIVE DIRECTOR 4 YES 1 - - -
Mr. ANISH KUMAR DHINGRA INDEPENDENT DIRECTOR 4 NO 0 - - -
Mr. JASMINDER SINGH INDEPENDENT DIRECTOR 4 NO - - - -
JOHAL
Mr. VIKAS UPPAL INDEPENDENT DIRECTOR 3 NO 2 - - -
Ms. GEETA KHANNA INDEPENDENT DIRECTOR 4 NO - - - -
Air(Cmde.) SHAILINDRA INDEPENDENT DIRECTOR 4 YES - - - -
SINGH KAUSHIK(Retd.)
Mr. AJIT SINGH INDEPENDENT DIRECTOR 2 NO 1 - - -
Col. MANBHUPINDER SINGH INDEPENDENT DIRECTOR 4 NO - - - -
ATWAL (Retd.)
Lt. Gen. ADDITIONAL INDEPENDENT 4 NO 1 2 - -
PRAVEEN BAKSHI (Retd.) DIRECTOR
3. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (LODR),
Regulations, 2015 as well as Section 177 of the Companies Act, 2013. The terms of reference of the Audit Committee are as
set out in the SEBI (LODR), Regulations, 2015 and Section 177 of the Companies Act, 2013. The Audit Committee comprises
of four directors viz. Air (Cmde.) Shailindra Singh Kaushik (Retd.), Mr. Ranbir Singh, Mr. Jasminder Singh Johal and Mr. Ajit
Singh. Air (Cmde.) Shailindra Singh Kaushik (Retd.) is the Chairperson of the Committee. All members of the Audit Committee
are financially literate and have accounting or related financial management expertise. Statutory Auditors, Internal Auditors
and Chief Financial Officer are permanent invitees to the Committee.
The Company Secretary of the Company is the Secretary to this Committee.
During the Financial Year 2020-21, the Audit Committee met Four (4) times on May 19, 2020, July 17, 2020, October 12, 2020
and January 11, 2021:
The attendance of the members of the Committee for the Financial Year 2020-21 is as under:
No. of Audit Committee
Committee Members Category Meetings Attended
Air(Cmde.) Shailindra Singh Kaushik(Retd.) Independent Director 4
Mr. Ranbir Singh Executive Director 3
Mr. Jasminder Singh Johal Independent Director 4
Mr. Ajit Walia Independent Director 2
a) Executive Directors:
The Company paid an amount of ` 660.32 Lacs as remuneration to the Executive Director(s) during the Financial Year
2020-2021 as given below:-
` in Lacs
S. Other Gross
No Name Designation Salary Benefits Remuneration
1 Mr. Rachhpall Singh Chairman & Wholetime Director 75.60 - 75.60
2 Mr. Gursaran Singh Managing Director 75.60 - 75.60
3 Mr. Jasvinder Singh Jt. Managing Director 214.36 - 214.36
4 Mr. Ranbir Singh CEO & Wholetime Director 214.36 - 214.36
S. Other Gross
No Name Designation Salary Benefits Remuneration
5 Mr. Harwinder Singh Wholetime Director 40.20 - 40.20
6 Mr. Kulwin Seehra Wholetime Director 40.20 - 40.20
Total 660.32 - 660.32
The Employment of the Executive Directors is Contractual in nature and their tenure is as per the resolutions passed by
the share holders. They are not entitled to severance pay and their Notice period is 6 months.
b) Non-Executive Directors:
Non-Executive Directors have not been paid any remuneration except sitting fees for attending Board and Committee
Meetings.
The details of the sitting fees paid to the Directors during the Financial Year 2020-21 is given below:-
SR.
NO. NAME OF THE DIRECTOR SITTING FEE (`)
1. Mr. Anish Kumar Dhingra 52,000
2. Mr. Jasminder Singh Johal 82,000
3. Mr. Vikas Uppal 42,000
4. Mr. Geeta Khanna 52,000
5. Air (Cmde.) Shailindra Singh Kaushik (Retd.) 76,000
6. Mr. Ajit Singh 32,000
7. Col. Manbhupinder Singh Atwal (Retd.) 46,000
8. Lt. Gen Praveen Bakshi (Retd.) 46,000
(iii) Shareholding :
The Shareholding of the Directors in the equity share capital of the Company as at March 31, 2021 is given as follows:-
SR. NUMBER OF SR. NUMBER OF
NO. NAME OF DIRECTOR SHARES HELD NO. NAME OF DIRECTOR SHARES HELD
1. Mr. Rachhpall Singh 1,12,400 2 Mr. Gursaran Singh 17,39,339
3. Mr. Jasvinder Singh 32,83,600 4. Mr. Ranbir Singh 29,31,598
5. Mr. Gurdeep Singh 33,91,756 6. Mr. Harwinder Singh NIL
7. Air (Cmde.) Shailindra Singh 1,514 8. Mr. Kulwin Seehra 2,12,750
Kaushik(Retd.)
9. Mr. Anish Kumar Dhingra NIL 10. Mr. Manbhupinder Singh Atwal NIL
11. Mr. Vikas Uppal 400 12. Mr. Jasminder Singh Johal NIL
13. Mrs. Geeta Khanna NIL 14. Mr. Ajit Singh 10
15. Lt. Gen Praveen Bakshi (Retd.) NIL
(iv) Relationship inter se:
Except as provided below, none of our Director are related to each other:
1. Mr. Rachhpall Singh is father of Mr. Jasvinder Singh Seehra
2. Mr. Rachhpall Singh is brother of Mr. Gursaran Singh
3. Mr. Gursaran Singh is father of Mr. Ranbir Singh
4. Mr. Gursaran Singh is father of Mr. Gurdeep Singh
5. Mr. Jasvinder Singh Seehra is father of Mr. Harwinder Singh Seehra
6. Mr. Ranbir Singh is father of Mr. Kulwin Seehra
7. Mr. Ranbir Singh is brother of Mr. Gurdeep Singh
The Stakeholders Relationship Committee presently comprises of Mrs. Geeta Khanna, Mr. Ajit Singh Walia and Mr. Jasvinder
Singh Seehra. Smt. Geeta Khanna is the Chairperson of the said Committee. During the Financial Year 2020-2021, the
Committee met one time on January 11, 2021.
8. DISCLOSURES:
a. There was no materially significant related party transaction that may have any potential conflict with interest of the
Company at large.
b. There has not been any non-compliance by the Company in respect of which penalties or strictures were imposed by
the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other Statutory Authority during the last
three years.
c. The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal
or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are
free to report violations of applicable laws and regulations and the Code of Conduct. The policy on “Vigil mechanism and
Whistle Blower” may be accessed on the Company’s website at http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-
MECHANISM-POLICY.pdf During the year no claim was lodged and accessed by the Audit Committee.
9. MEANS OF COMMUNICATION:
The Company communicates with the shareholders at large through its Annual Reports, publication of financial results, press
releases in leading newspapers and by filing of various reports and returns with the Statutory Bodies like Stock Exchanges and
the Registrar of Companies. The quarterly results are published in prominent daily newspapers viz. The Business Standard
in English and Rozana Spokesman in Punjabi. The Results of the Company are also made available at the web-site of the
Company www.gnagroup.com
BSE LIMITED
% age Change over
Month High Price Low Price Close Price last month closing
Apr-20 213.05 132.00 179.15 27.92
May-20 207.85 164.35 195.80 9.29
Jun-20 206.50 175.10 190.30 -2.81
Jul-20 197.70 170.20 171.85 -9.70
Aug-20 256.00 174.80 219.75 27.87
Sep-20 254.50 202.90 223.90 1.89
Oct-20 269.40 222.20 229.00 2.28
Nov-20 263.10 225.75 255.05 11.38
Dec-20 280.00 229.00 272.75 6.94
Jan-21 423.15 266.50 363.55 33.29
Feb-21 429.55 346.00 385.50 6.04
Mar-21 413.50 339.40 340.25 -11.74
16000 450
14000 400
12000 350
300
10000
250
8000
200
6000
150
4000 100
2000 50
0 0
NIFTY GNA
16000 450
14000 400
12000 350
300
10000
250
8000
200
6000
150
4000 100
2000 50
0 0
NIFTY GNA
Dividend for Financial Year Date of Declaration Due Date for deposit in IEPF
2017-2018 September 15, 2018 September 14, 2025
2018-2019 August 23, 2019 August 23, 2026
xii) Dematerialisation:
As on March 31, 2021, 2,14,65,400 Equity Shares of the Company i.e. 100 % of the Equity Capital of the Company
Comprising of 2,14,65,400 Equity shares were held in dematerialized form.
xiii) Outstanding GDR/ADR/ Warrants or any other Convertible Instruments, conversion dates and likely impact
on the Equity.
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments during the year.
DECLARATION UNDER REGULATION 26 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS 2015.
All the members of the Board and Senior Management have affirmed Compliance to the code of Conduct for the Financial Year
2020-21.
In preparing the financial statements, management is audit evidence obtained, whether a material uncertainty exists
responsible for assessing the Company’s ability to continue related to events or conditions that may cast significant doubt
as a going concern, disclosing, as applicable, matters related on the Company’s ability to continue as a going concern.
to going concern and using the going concern basis of If we conclude that a material uncertainty exists, we are
accounting unless management either intends to liquidate required to draw attention in our auditor’s report to the related
the Company or to cease operations, or has no realistic disclosures in the financial statements or, if such disclosures
alternative but to do so. are inadequate, to modify our opinion. Our conclusions are
The board of directors are also responsible for overseeing the based on the audit evidence obtained up to the date of our
Company’s financial reporting process. auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE Evaluate the overall presentation, structure and content of the
FINANCIAL STATEMENTS standalone financial statements, including the disclosures,
Our objectives are to obtain reasonable assurance about and whether the financial statements represent the
whether the financial statements as a whole are free from underlying transactions and events in a manner that achieves
material misstatement, whether due to fraud or error, and to fair presentation.
issue an auditor’s report that includes our opinion. Reasonable We communicate with those charged with governance
assurance is a high level of assurance, but is not a guarantee regarding, among other matters, the planned scope and
that an audit conducted in accordance with SAs will always timing of the audit and significant audit findings, including
detect a material misstatement when it exists. Misstatements any significant deficiencies in internal control that we identify
can arise from fraud or error and are considered material if, during our audit.
individually or in the aggregate, they could reasonably be
We also provide those charged with governance with a
expected to influence the economic decisions of users taken
statement that we have complied with relevant ethical
on the basis of these financial statements.
requirements regarding independence, and to communicate
As part of an audit in accordance with SAs, we exercise with them all relationships and other matters that may
professional judgment and maintain professional skepticism reasonably be thought to bear on our independence, and
throughout the audit. We also: where applicable, related safeguard. From the matters
Identify and assess the risks of material misstatement of the communicated with those charged with governance, we
standalone financial statements, whether due to fraud or determine those matters that were of most significance in the
error, design and perform audit procedures responsive to audit of the financial statements of the current period and are
those risks, and obtain audit evidence that is sufficient and therefore the key audit matters. We describe these matters
appropriate to provide a basis for our opinion. The risk of in our auditor’s report unless law or regulation precludes
not detecting a material misstatement resulting from fraud is public disclosure about the matter or when, in extremely
higher than for one resulting from error, as fraud may involve rare circumstances, we determine that a matter should
collusion, forgery, intentional omissions, misrepresentations, not be communicated in our report because the adverse
or the override of internal control. consequences of doing so would reasonably be expected to
Obtain an understanding of internal control relevant to the outweigh the public interest benefits of such communication.
audit in order to design audit procedures that are appropriate in
REPORT ON OTHER LEGAL AND REGULATORY
the circumstances. Under section 143(3)(i) of the Companies
REQUIREMENTS
Act, 2013, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial 1. As required by the Companies (Auditor’s Report) Order,
controls system in place and the operating effectiveness of 2016 (“the Order”), as amended, issued by the Central
such controls. Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the “Annexure A” a
Evaluate the appropriateness of accounting policies used
statement on the matters specified in paragraphs 3 and
and the reasonableness of accounting estimates and related
4 of the Order.
disclosures made by management.
2. As required by section 143 (3) of the Act, we report that:
Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the a. we have sought and obtained all the information
and explanations which to the best of our g. With respect to the other matters to be included in
knowledge and belief were necessary for the the Auditor’s Report in accordance with Rule 11 of
purpose of our audit; the Companies (Audit and Auditors) Rules, 2014, in
b. In our opinion proper books of account as required our opinion and to the best of our information and
by law have been kept by the Company so far as it according to the explanations given to us:
appears from our examination of those books; i) The Company has disclosed the impact of
c. The Balance Sheet, Statement of Profit and loss pending litigations on its financial position in its
and the cash flow statements dealt with by this standalone Ind. AS financial statements-Refer
report are in agreement with the books of account. notes to financial statements point No. 29.
d. In our opinion, the aforesaid Standalone financial ii. The Company did not have any long-term
statements comply with the Accounting Standards contracts including derivative contracts for
specified under section 133 of the Act. which there were any material foreseeable
losses.
e. On the basis of the written representations received
from the directors as on March 31, 2021 taken iii. There were no amounts which were required
on record by the Board of Directors, none of the to be transferred to the Investor Education
directors is disqualified as on March 31, 2021 from and Protection Fund by the Company.
being appointed as a director in terms of Section
164 (2) of the Act.
For Harish & Co.
f. With respect to the adequacy of the internal Chartered Accountants (FRN: 017372N)
financial controls over financial reporting of the
(Vasu Aggarwal)
Company and the operating effectiveness of such
Partner
controls, refer to our separate report in “Annexure
M. No. 091343
B”. Our report expresses an unmodified opinion on UDIN: 21091343AAAAB5918
the adequacy and operating effectiveness of the
Place: Jalandhar
Company’s internal financial controls over financial
Date: April 23, 2021
reporting.
“Annexure “A”
to the Independent Auditors’
Referred to in paragraph 1 under the heading ‘Report on 5) The Company has not accepted any deposits from the
Other Legal & Regulatory Requirement’ of our report of even public and hence the directives issued by the Reserve
date to the Standalone Ind AS financial statements of the Bank of India and the provisions of Sections 73 to 76
Company for the year ended March 31, 2021. or any other relevant provisions of the Act and the
1) a) The Company has maintained proper records Companies (Acceptance of Deposit) Rules, 2015 with
showing full particulars, including quantitative regard to the deposits accepted from the public are not
details and situation of fixed assets; applicable.
(b) The Fixed Assets have been physically verified 6) As informed to us, the maintenance of Cost Records has
by the management at reasonable intervals in not been specified by the Central Government under
accordance with regular programme of verification. sub-section (1) of Section 148 of the Act, in respect of
According to the information and explanation the activities carried on by the Company.
given to us no material discrepancies were noticed 7) (a) According to information and explanations given
on such verification. to us and on the basis of our examination of the
(c) The title deeds of immovable properties are held in books of account, and records, the Company has
the name of the Company. been generally regular in depositing undisputed
statutory dues including Provident Fund,
2) (a) The management has conducted the physical
Employees State Insurance, Income-Tax, Goods
verification of inventory at reasonable intervals.
and Service Tax, Customs Duty, Cess and any other
(b) The discrepancies noticed on physical verification
statutory dues with the appropriate authorities.
of the inventory as compared to books records
According to the information and explanations
which has been properly dealt with in the books of
given to us, no undisputed amounts payable in
account were not material.
respect of the above were in arrears as at March 31,
3) The Company has not granted any loans, secured 2021 for a period of more than six months from the
or unsecured to companies, firms, Limited Liability date on when they become payable.
partnerships or other parties covered in the Register
(b) According to the information and explanation
maintained under section 189 of the Act. Accordingly,
given to us, there are no material dues of duty of
the provisions of clause 3 (iii) (a) to (C) of the Order
customs which have not been deposited with
are not applicable to the Company and hence not
the appropriate authorities on account of any
commented upon.
dispute. However, according to information and
4) In our opinion and according to the information and explanations given to us, the following dues of
explanations given to us, the Company has complied income tax, sales tax, excise duty, service tax and
with the provisions of section 185 and I86 of the value added tax have not been deposited by the
Companies Act, 2013 In respect of loans, investments, Company on account of disputes;
guarantees, and security.
Nature of the Statute Nature of the Dues Amount (`) Period to which Forum where dispute
the amount is pending
relates
Punjab Sales Tax Act Demand P-VAT 5467036 2009-2010 VAT Tribunal
Punjab Sales Tax Act Demand P-VAT 13906308 2008-2009 VAT Tribunal
Punjab Sales Tax Act Demand P-VAT (Crane 180000 2004-2005 VAT Tribunal
Excise & Service Tax Service Tax on others 216932 2017-18 Before Asistant
Commissioner
Income Tax Act Income Tax Regular 210650 2018-19 Before Commissioner of
Assessment 143(3) Income-tax (Appeals
Excise & Service Tax Excise Duty CENVAT 3813476 2017-18 Asstt. Commissioner
c) The Company management believes that the Financial Statements as required by the applicable
ultimate outcome of these contingent liabilities accounting standards.
will not have a material adverse effect on the 14 Based upon the audit procedures performed and the
Company’s financial position and its results of information and explanations given by the management,
operations. the Company has not made any preferential allotment or
8 In our opinion and according to the information and private placement of shares or fully or partly convertible
explanations given to us, the Company has not defaulted debentures during the year under review. Accordingly,
in the repayment of loans or borrowings from a financial the provisions of clause 3 (xiv of the Order are not
institutions, banks. applicable to the Company and hence not commented
9 Based upon the audit procedures performed and the upon.
information and explanations given by the management, 15 Based upon the audit procedures performed and the
the Company has not raised moneys by way of initial information and explanations given by the management,
public offer. the Company has not entered into any non-cash
10 Based upon the audit procedures performed and the transactions with directors or persons connected with
information and explanations given by the management, him and the provisions of section 192 of Companies Act,
we report that no fraud by the Company or on the 2013 have been complied with.
Company by its officers or employees has been noticed 16
In our opinion, the Company is not required to be
or reported during the year. registered under section 45 IA of the Reserve Bank of
11 Based upon the audit procedures performed and the India Act, 1934 and accordingly, the provisions of clause
information and explanations given by the management, 3 (xvi of the Order are not applicable to the Company
the managerial remuneration has been paid or provided and hence not commented upon.
in accordance with the requisite approvals mandated
by the provisions of section 197 read with Schedule V to
For Harish & Co.
the Companies Act; Chartered Accountants (FRN: 017372N)
12 In our opinion, the Company is not a Nidhi Company.
(Vasu Aggarwal)
Therefore, the provisions of clause 4 (xii of the Order are Partner
not applicable to the Company. M. No. 091343
13 In our opinion, all transactions with the related parties are UDIN: 21091343AAAAB5918
in compliance with section 177 and 188 of Companies Place: Jalandhar
Act, 2013 and the details have been disclosed in the Date: April 23, 2021
“Annexure B”
to the Independent Auditor’s
“Annexure B” to the Independent Auditor’s Report of We believe that the audit evidence we have obtained is
even date on the Standalone Financial Statements of sufficient and appropriate to provide a basis for our audit
GNA Axles Limited Report on the Internal Financial opinion on the Company’s internal financial controls system
Controls under Clause (i of Sub-section 3 of Section 143 over financial reporting.
of the Companies Act, 2013 (“the Act”
MEANING OF INTERNAL FINANCIAL CONTROLS OVER
We have audited the internal financial controls over financial FINANCIAL REPORTING
reporting of GNA Axles Limited (“the Company” as of March
31, 2021 in conjunction with our audit of the standalone Ind A Company’s internal financial control over financial reporting
is a process designed to provide reasonable assurance
AS financial statements of the Company for the year ended
regarding the reliability of financial reporting and the
on that date.
preparation of financial statements for external purposes in
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL accordance with generally accepted accounting principles.
FINANCIAL CONTROLS A Company’s internal financial control over financial reporting
includes those policies and procedures that (1 pertain to the
The Company’s management is responsible for establishing
maintenance of records that, in reasonable detail, accurately
and maintaining internal financial controls based on the
and fairly reflect the transactions and dispositions of the
internal control over financial reporting criteria established
assets of the Company; (2 provide reasonable assurance that
by the Company considering the essential components
transactions are recorded as necessary to permit preparation
of internal control stated in the Guidance Note on Audit of financial statements in accordance with generally accepted
of Internal Financial Controls Over Financial Reporting accounting principles, and that receipts and expenditures
issued by the Institute of Chartered Accountants of India. of the Company are being made only in accordance
These responsibilities include the design, implementation with authorisations of management and directors of the
and maintenance of adequate internal financial controls Company; and (3 provide reasonable assurance regarding
that were operating effectively for ensuring the orderly prevention or timely detection of unauthorized acquisition,
and efficient conduct of its business, including adherence use, or disposition of the Company’s assets that could have a
to Company’s policies, the safeguarding of its assets, the material effect on the financial statements.
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely INHERENT LIMITATIONS OF INTERNAL FINANCIAL
preparation of reliable financial information, as required under CONTROLS OVER FINANCIAL REPORTING
the Companies Act, 2013. Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility
AUDITORS’ RESPONSIBILITY of collusion or improper management override of controls,
Our responsibility is to express an opinion on the Company’s material misstatements due to error or fraud may occur and
internal financial controls over financial reporting based on not be detected. Also, projections of any evaluation of the
our audit. We conducted our audit in accordance with the internal financial controls over financial reporting to future
Guidance Note on Audit of Internal Financial Controls Over periods are subject to the risk that the internal financial control
Financial Reporting (the “Guidance Note” and the Standards over financial reporting may become inadequate because of
on Auditing, issued by ICAI and deemed to be prescribed changes in conditions, or that the degree of compliance with
under section 143(10 of the Companies Act, 2013, to the the policies or procedures may deteriorate.
extent applicable to an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls OPINION
and, both issued by the Institute of Chartered Accountants of In our opinion, the Company has, in all material respects, an
India. Those Standards and the Guidance Note require that adequate internal financial controls system over financial
we comply with ethical requirements and plan and perform reporting and such internal financial controls over financial
the audit to obtain reasonable assurance about whether reporting were operating effectively as at March 31, 2021,
adequate internal financial controls over financial reporting based on the Internal Control over financial reporting criteria
was established and maintained and if such controls operated established by the Company considering the essential
effectively in all material respects. components of the Internal Control stated in the Guidance Note
on audit of Internal financial controls over financial reporting
Our audit involves performing procedures to obtain audit
issued by the Institute of Chartered Accountants of India.
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
For Harish & Co.
effectiveness. Our audit of internal financial controls over
Chartered Accountants (FRN: 017372N)
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing (Vasu Aggarwal)
the risk that a material weakness exists, and testing and Partner
evaluating the design and operating effectiveness of internal M. No. 091343
control based on the assessed risk. The procedures selected
UDIN: 21091343AAAAB5918
depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial Place: Jalandhar
statements, whether due to fraud or error. Date: April 23, 2021
(Amount in ` Lacs)
Particulars Note March 31, 2021 March 31, 2020
No.
NON-CURRENT ASSETS
Property, Plant & Equipment 1 29,476.69 24,445.10
Capital Work in Progress 2 - 6,104.36
Investment Property
Intangible Assets
Intangible Assets under Development
Financial Assets
Investments 3 0.66 0.66
Loans
Other Financial Assets
Current Tax Assets (net)
Deferred Tax Assets
Other Non-Current Assets 4 2,065.11 1,993.71
31,542.46 32,543.83
CURRENT ASSETS
Inventories 5 15,264.51 14,504.59
Financial Asset
Investments
Trade Receivables 6 43,792.98 29,628.06
Cash & Cash Equivalents 7 34.58 23.89
Bank Balance Other than Cash and Cash Equivalents 8 1,915.11 2,086.99
Loans
Other Financial Assets
Other Current Assets 9 3,404.62 3,295.83
64,411.80 49,539.36
Total Assets 95,954.26 82,083.19
EQUITY AND LIABILITIES
Equity
Share Capital 10 2,146.54 2,146.54
Other Equity 11 49,627.01 42,547.88
Total Equity 51,773.55 44,694.42
LIABILITIES
NON-CURRENT LIABILITIES
Financial Liabilities
Borrowings 12 7,643.69 10,542.02
Other Financial Liabilities
Provisions
Deferred Tax Liabilities 47.80 54.99
Other Non-Current Liabilities
7,691.49 10,597.01
CURRENT LIABILITIES
Financial Liabilities
Borrowings 12 9,525.65 5,710.92
Trade Payable 13 22,757.57 16,585.32
Other Current Financial Liabilities 14 2,529.08 3,115.79
Other Current Liabilities 15 389.92 261.95
Current Provisions 16 791.67 973.65
Current Tax Liabilities (Net) 495.33 144.11
36,489.22 26,791.74
Total Liabilities 44,180.71 37,388.75
Total Equity & Liabilities 95,954.26 82,083.17
Notes forming Parts of Financial Statements 1 to 38
Notes on Accounting Policies I to II
(Amount in ` Lacs)
Particulars Notes March 31, 2021 March 31, 2020
No.
REVENUE FROM OPERATIONS
Revenue from Sale of Products 17 86,761.64 87,254.49
Other Operating income 18 2,197.63 3,647.10
88,959.27 90,901.59
Other Income 19 146.89 126.96
89,106.16 91,028.55
EXPENDITURE
Cost of Material consumed 20 52,999.77 58,699.09
Purchases of Stock-in-Trade
Changes in Inventories of Finished Goods, 21 2,581.11 415.48
Work-in-Process and Stock-in-Trade
Employee Benefits Expense 22 4,968.52 4,083.62
Financial Costs 23 854.44 1,359.43
Depreciation, Impairment and Amortisation Expenses 24 4,071.92 4,235.80
Other Expenses 25 14,022.27 15,251.01
79,498.03 84,044.43
Profit Before Exceptional items and Tax 9,608.13 6,984.12
Exceptional items - -
Profit Before Tax 9,608.13 6,984.12
Tax Expense
Current Tax 2,550.00 1,984.00
Deferred Tax Charge (Add/Less) 7.19 275.36
Profit for the year (A) 7,065.32 5,275.48
Other Comprehensive Income/Loss - -
(Items that will not be reclassified to Statement of Profit and Loss)
Other Comprehensive Income/(Loss) for the year (B) - -
Total Comprehensive Profit for the year (A+B) 7,065.32 5,275.48
Earnings Per Equity Share of face value of `10/- each
Basic 32.91 24.58
Diluted 32.91 24.58
Notes forming Parts of Financial Statements 1 to 38
Notes on Accounting Policies I to II
(Amount in ` Lacs)
Particulars For the For the
Year Ending Year Ending
March 31, 2021 March 31,2020
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax 9,608.12 6,984.12
Adjustments for : 0.00 0.00
Depreiciation 4,071.94 4,235.80
Interest income -146.89 -126.96
Interest paid 788.01 1,277.12
IPO Expenses W/off 130.41 130.41
Profit/Loss on sale of assets -4.18 -1.96
Operating profit before working capital changes 14,447.41 12,498.53
Adjustments for :
Inventories -759.91 1,592.15
Decrease/Increase in Trade Rec./Other Current/Non-Current Assets -14,441.26 2,580.64
Decrease/Increase in Trade Payable/Other Current Liabilities 6,434.81 -2,767.55
Income tax of earlier year 13.82 -43.53
Income Tax Paid -2,550.00 -1,984.00
Net cash from operating activities 3,144.87 11,876.24
B CASH FLOW FROM INVESTING ACTIVITIES :
Decrease/increase in fixed deposits 172.25 -2,086.32
Purchase of Fixed assets -3,012.91 -10,332.91
Sale of Fixed Assets 17.89 4.35
Interest received 146.89 126.96
Net cash used in Investing activities -2,675.88 -12,287.92
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long term Borrowings - 6,343.84
Repayment of long term borrowings -3,485.02 -1,799.28
Dividend Paid - -711.64
Increase/Decrease in cash credits & Packing credits 3,814.73 -2,156.61
Interest Paid -788.01 -1,277.12
Net cash flow from financing activities -458.30 399.19
Net increase/ (decrease ) in cash & cash equivalents (A+B+C) 10.68 -12.50
Cash & Cash equivalents at the beginning of the year (see Note 2) 23.89 36.40
Cash & Cash equivalents at the end of the year (see Note 2) 34.57 23.89
10.68 -12.50
1. Notes :
The Cash flow is based on and derived from the accounts of Company for the year ended March 31, 2021 and March 31,
2020
(Amount in ` Lacs)
Particulars For the For the
Year Ending Year Ending
March 31, 2021 March 31,2020
2. Cash & cash equivalents comprise of :
Cash in hand 28.91 16.10
With scheduled banks :
In current accounts 5.66 7.79
Cash and cash equivalents at the end of the year 34.57 23.89
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
in accordance with the income-tax Act, 1961 k) Cash and Cash Equivalents
enacted in India. Deferred Income tax assets and For the purpose of presentation in the statement of
liabilities are measured using tax rates and tax laws cash flown, cash & cash equivalents includes cash
that have been enacted or substantively enacted in hand, cash at bank and demand deposits with
by the Balance Sheet date and are expected to banks with an original maturity of three months or
apply to taxable income in the years in which less which are subject to an in significant risk of
those temporary differences are expected to be change in value.
recovered or settled. The effect of changes in tax
l)
Provisions, Contingent Liabilities and
rates on deferred income tax assets and liabilities
Contingent Assets
is recognized as income or expense in the period
Provisions are recognized when the Company
that includes the enactment or the substantive
has a present legal or constructive obligation
enactment date. A deferred income tax assets
as a result of past events, it is probable that an
is recognized to the extent that it is probable
outflow of resources will be required to settle the
that future taxable profit will be available against
obligation and the amount can reliably estimated.
which the deductible temporary differences and
Provisions are measured at the present value of
tax losses can be utilized. The Company offsets
management`s best estimate of the expenditure
current tax assets and current tax liabilities where
required to settle the present obligation at the end
it has a legally enforceable right to set-off the
of the reporting period.
recognized amounts and where it intends either
to settle on a net basis or to realize the assets and Liabilities which are material and whose future
settle the liability simultaneously. outcome cannot be ascertained with reasonable
certainty are treated as contingent. The Company
h) Earning per Share
does not recognize a contingent liability but
Basic earnings per share is calculated by dividing
discloses its existence in financial statements
the net profit for the year attributable to equity
m) Cash flow statement
shareholders by the weighted average number
of equity shares outstanding during the period. Cash flow are reported using the indirect method,
The weighted average number of equity shares whereby profit for the period is adjusted for the
outstanding during the period is adjusted for effects of transactions of a non-cash nature, any
events of bonus issue: bonus element in a rights deferrals or accruals of past or future operating
issue to existing shareholders: share split: and cash receipts or payments and item of income or
reverse share split (consolidation of shares). expenses associated with investing or financing
cash flows. The cash flow from operating investing
I) Impairment of assets
and financing activities of the Company are
At each balance sheet date an assessment is
segregated.
made whether any indication exists that an assets
n) Foreign Currency Transactions
has been impaired. If any such indication exists,
an impairment loss i.e the amount by which The functional currency of the Company is Indian
the carrying amount of an assets exceeds its Rupee. These financial statements are presented in
recoverable amount is provided in the books of Indian Rupee.
accounts. Transactions and Balances.
j) Borrowing Costs: The foreign current transactions are recorded,
Borrowing cost that is attributable to acquisition or on initial recognition in the functional currency,
construction of a qualifying asset is capitalized as by applying foreign current amount the spot
part of cost of such assets. Qualifying assets is one exchange rate between the functional currency
that necessarily takes substantial period of time to and the foreign current at the date of transaction.
get ready for its intended use. All other borrowing The foreign current monetary items are translated
cost is recognized as expenses in the period in using closing rate at the end of each reporting
which they are incurred. period. Non-monetary items that are measured in
terms of historical cost in a foreign currency shall they were translated on initial recognition during
be translated using the exchange rate at the date the period or in previous financial statements shall
of transaction. Exchange differences arising on be recognized in profit or loss in the period in which
the settlement of monetary items or on translating they arise.
monetary items at rates different from those at which
(Amount in ` Lacs)
Particulars Freehold Land Factory Plant & Computers Office Furniture & Vehicle Total
Building Machinery Equipments Fixtures
(A) Gross Block
Balance as at April, 1, 2020 1,078.60 7,198.83 40,718.00 678.62 639.47 502.85 1,320.18 52,136.55
Addition during the year 195.44 1,699.26 7,098.56 21.72 42.66 41.56 18.08 9,117.28
Discarded/Disposed off during the year 181.91 181.91
Balance as at March 31, 2021 1,274.04 8,898.09 47,816.56 700.34 682.13 544.41 1,156.35 61,071.92
(B) Accumulated Depreciation
Balance as at April 1, 2020 - 2,694.47 22,913.35 627.64 393.46 342.45 720.10 27,691.47
Depreciation for the year - 427.92 3,334.02 35.99 44.52 44.95 184.57 4,071.97
Accumulated depreciation on discarded/ - - - - - - 168.21 168.21
disposal
Balance as at March 31, 2021 - 3,122.39 26,247.37 663.63 437.98 387.40 736.46 31,595.23
(C) Net carrying Amount
1 Corporate Overview
Balance as at April 1, 2020 1,078.60 4,504.37 17,804.66 50.98 246.01 160.40 600.08 24,445.10
Balance as at March 31, 2021 1,274.04 5,775.70 21,569.19 36.71 244.15 157.01 419.89 29,476.69
2 Statutory Reports
(Amount in ` Lacs)
Particulars MACHINERY
Balance as at April 1, 2020 4,824.41
Addition -
4,824.41
Less: Capitalised 4,824.41
Balance as at March 31, 2021 -
(Amount in ` Lacs)
Particulars BUILDING
Balance as at April 1, 2020 1,279.95
Addition -
1,279.95
Less: Capitalised 1,279.95
Balance as at March 31, 2021 -
Total Capital - Work in Progress as at March 31,2021 -
3. NON-CURRENT INVESTMENT
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Investment in Shares of GNA Axles Inc 0.66 0.66
Michigan
0.66 0.66
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Advance for Fixed Assets 379.58 177.77
Security Deposits 1,685.53 1,685.53
Other Non-Current Assets - 130.41
2,065.11 1,993.71
5. INVENTORIES
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Raw Material
Raw Material Steel 6,077.45 2,629.41
Raw Material Non Steel 18.99 23.38
Work in Progress 7,334.16 9,077.18
Finished Goods 818.11 1,665.26
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
STORES, SPARES & LOOSE TOOLS
Stock of Operating Supply 717.98 793.64
Stock of Spare Parts 120.98 142.96
Stock of Diesel 34.33 11.40
Stock of Die Steel 17.12 14.14
Stock of Oil Lubricant 41.28 63.64
OTHERS
Stock of Scrap Material 27.24 18.20
Stock of Packing 56.87 65.38
15,264.51 14,504.59
6. TRADE RECEIVABLE
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
(Unsecured but considered good)
Debtors outstanding for the period 2,730.89 3,355.96
exceeding six months
Other 41,062.09 26,272.10
43,792.98 29,628.06
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Cash in hand 28.92 16.10
Balance with Banks
(In Current Account) 5.66 7.79
34.58 23.89
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
In Dividend Account 1.05 0.67
In Deposit Account 1,914.06 2,086.32
(Maturity above 3 months but less 12 months)
1,915.11 2,086.99
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Pre-paid Expenses 129.49 126.92
Advance to Vendor 472.55 237.55
Advance to Employee 17.64 16.34
Other Current Assets 2,784.94 2,915.02
3,404.62 3,295.83
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Nos. Amount Nos. Amount
SHARE CAPITAL
(1) Authorised Share Capital
Equity Share of ` 10/- each. 3,00,00,000 3,000 3,00,00,000 3,000
(Previous year Equity Share of ` 10/- each)
(2) Issued, Subscribed & Paid-up
Equity Shares of ` 10/- each 2,14,65,400 2,146.54 2,14,65,400 2,146.54
(Previous year Equity Share of ` 10/- each)
2,14,65,400 2,146.54 2,14,65,400 2,146.54
Reconciliation of number of shares outstanding at the beginning and at the end of the year
(Amount in ` Lacs)
Equity Shares March 31, 2021 March 31, 2020
Nos. Amount Nos. Amount
Shares outstanding at the beginning of the year 2,14,65,400 2,146.54 2,14,65,400 2,146.54
Shares issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 2,14,65,400 2,146.54 2,14,65,400 2,146.54
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
D. There are no securities (Previous year NIL) convertible into Equity shares
E. There are no calls un-paid (Previous year NIL) including calls un-paid by Directors and officers as on balance sheet
date.
(Amount in ` Lacs)
Particulars Security Retained Total
premium Earnings
Balance as at April 1, 2019 11,802.98 26,224.59 38,027.57
Profit for the year - 5,275.47 5,275.47
Other Comprehensive Income - - -
Loss on fair valuation of equity shares - - -
Total Comprehansive Income for the year 11,802.98 31,500.06 43,303.04
Dividend Paid - -711.64 -711.64
Prior period adjustment of taxes -43.53 -43.53
Balance as at March 31,2020 11,802.98 30,744.89 42,547.87
(Amount in ` Lacs)
Particulars Security Retained Total
premium Earnings
Balance as at April 1, 2020 11,802.98 30,744.90 42,547.88
Profit for the year - 7,065.32 7,065.32
Other Comprehensive Income - - -
Loss on fair valuation of equity shares - - -
Total Comprehansive Income for the year 11,802.98 37,810.22 49,613.20
Dividend Paid - - -
Prior period adjustment of taxes - 13.81 13.81
Balance as at March 31,2021 11,802.98 37,824.03 49,627.01
12. BORROWINGS
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
A) Non Current
Secured
From Banks
Term Loan 5,181.85 7,532.81
Less: Current Maturities 2,529.09 3,115.79
2,652.76 4,417.02
From Others
Bajaj Finance Ltd. 4,990.93 6,125.00
Unsecured
Others - -
7,643.69 10,542.02
B) Current
Secured
From Banks (Repayable on Demand) 9,525.65 5,710.92
Unsecured
Others - -
9,525.65 5,710.92
12.1 The above non-current borrowings are secured by mortgage created on the immovable assets of the company both present
and future and hypothecation of all moveable assets including movable machinery, tools and accessories and other
movables, both present and future subject to charges created in favour of the Bankers/NBFC”S for securing the working
capital limits and the personal guarantee of promoter directors.
12.2 Current Borrowings includes Cash Credit Limit, O/D Limit & PCFC from Consortium Banks which are secured by hypothecation
of entire present and future tangible current assets of the company as well as second charges on the entire present and future
fixed assets of company and personal guarantee of promoter directors.
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Micro, Small & Medium Enterprises 343.98 191.12
Others 22,413.59 16,394.20
22,757.57 16,585.32
13.1 The company has called for information from all the vendors regarding their status under MSME ACT.
Based on the information received regarding the status of the vendors the amount of ` 34398445/- is outstanding to the
vendors concerned under MSME ACT as on 31.03.2021.
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Current Maturity of Non-Current Borrowings 2,529.08 3,115.79
2,529.08 3,115.79
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Statutory Liabilities 388.87 261.28
Unpaid Dividend 1.05 0.67
389.92 261.95
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Outstanding Expenses Payable 601.64 850.45
Employee Dues 190.03 123.20
791.67 973.65
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
SALE OF PRODUCTS
Sale Domestic 34,476.94 30,814.16
Sale Export (Direct) 52,284.70 56,440.33
86,761.64 87,254.49
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
FPS Incentive 1,036.34 922.54
Duty Drawback 744.57 1,169.27
Exchange Difference 416.72 1,555.29
2,197.63 3,647.10
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Interest Income 146.89 126.96
146.89 126.96
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
CONSUMPTION OF RAW MATERIAL
Raw Material -Steel 45,536.84 48,937.31
Raw Material-Non-Steel 10.81 7.79
45,547.65 48,945.10
CONSUMPTION OF STORE & SPARES
Consumption of operating supply 3,728.75 5,304.69
Consumption of Die Steel 264.96 465.34
Consumption of oil & Lubricants 1,032.88 725.45
Consumption of Packing Materials 2,224.42 2,378.20
Consumption of Furnace Oil 201.11 880.31
7,452.12 9,753.99
52,999.77 58,699.09
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
At the begnning of Accounting period 10,760.63 11,176.12
At the end of the Accounting period 8,179.52 10,760.64
2,581.11 415.48
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Wages 1,663.34 1,248.60
Salary 1,958.22 1,589.93
Production Incentive Bonus 480.28 442.16
Contribution to Provident Fund 121.43 120.12
Family Pension 133.41 113.20
Administration charges 18.69 16.55
Group Gratuity Scheme 103.10 88.25
Group Insurance 2.27 0.12
Super Annuation Fund 31.69 31.69
Workers and Staff Welfare 136.96 171.53
Bonus 207.45 188.11
Leave with Wages 46.41 23.23
Medical Reimbursement 19.48 23.88
Employees State Insurance 45.79 26.25
4,968.52 4,083.62
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
a) Interest Expense
Interest on Term Loan 621.35 966.72
Interest on Cash Credit 161.39 306.91
Interest to Others 5.27 3.49
b) Other Borrowing Cost - -
Bank Commission 66.43 82.31
854.44 1,359.43
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
DEPRECIATION
Building 427.91 472.83
Plant & Machinery 3,334.01 3,457.03
Furniture & Fixture 44.94 44.68
Vehicle 184.57 149.62
Computers 35.98 67.47
Office Equipments 44.51 44.17
4,071.92 4,235.80
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Machining charges 1,037.77 1,645.43
Power & Fuel 5,543.56 5,606.39
Repair & Maintenance 257.93 416.31
Factory Expenses 55.37 72.90
Office Expenses 32.84 26.04
Donation / CSR 133.75 188.58
Subscription / Membership fees 9.78 8.49
Entertainment Expense 2.25 7.12
Fees & Taxes 33.77 45.74
Insurance 152.35 110.69
Legal & Professional Expenses 143.72 161.26
News Paper & Periodicals 0.37 1.27
PAYMENT TO AUDITORS
As Audit Fee 7.50 7.50
For Taxation purpose - -
For any other matters - -
Vehicle Petrol 77.06 85.54
Vehicle Repair 33.65 43.11
Repair of Building 22.98 53.79
Postage & Courier expenses 4.32 6.76
Printing & Stationery 26.59 76.60
Generator / General Repair & Maintenance 251.17 327.34
Profit on sale of asset -4.19 -1.96
Repair & Maintenance of Computer 18.33 34.20
Telephone Expenses 8.87 12.14
Directors sitting fees 4.28 3.84
Rounded-off 0.08 -
Travelling Expenses 94.40 155.75
Travelling Expenses Foreign 0.24 155.46
IPO Expenses W/off 130.41 130.41
Advertisement expenses 9.88 5.64
Club Fee 0.52 0.98
Freight & Cartage outward 841.03 700.97
Business Promotion Expenses 5.58 18.28
Export Packing & Forwarding expenses 5,085.63 5,088.86
Sale Tax Paid - 48.52
Unrecoverable Amount Written Off 0.56 7.06
14,022.35 15,251.01
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
(Amount in `)
Particulars March 31, 2021 March 31, 2020
Basic and Diluted Earnings Per Share
Net Profit attributable to Equity Shareholders 70,65,30,592 52,75,47,403
Weighted Average number of Equity Shares
outstanding during the year 2,14,65,400 2,14,65,400
Face Value 10 10
Basic Earnings Per Share 32.91 24.58
Diluted Earnings Per Share 32.91 24.58
29.
The following are the contingent liabilities during the year.
(Amount in `)
Particulars 2020-21 2019-20
(A) CONTINGENT LIABILITIES
1. Bank Guarantees 2,00,000 2,00,000
2. Excise Duty and Service Tax demand against which the company has 40,30,408 56,07,652
preferred appeals.
3. Income Tax Demands against which the company has preferred appeals. 2,10,650 1,39,835
4. Value Added Tax Liabilities 1,95,53,344 1,95,53,344
(B) COMMITMENTS
Capital Commitments 0 0
The Company management believes that ultimate outcome of these contingent liabilities will not have a material adverse effect on
the Company’s financial position & results of operations.
Notes
Forming part of standalone financial statements for the year ended March 31, 2021 (Contd.)
(Amount in `)
(Amount in `)
34. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the value stated if
realised in the ordinary course of business. The Provision for all known liabilities is adequate and not in excess of amount
reasonably necessary.
35. The Company has called for information from the vendors regarding there status under the micro, small and medium
enterprises. Based on the information received regarding the status of vendors under MSME ACT the amount of ` 3,43,98,444/-
has been derived as due to vendors under MSME ACT as on March 31, 2021.
(Amount in `)
37. Dividend: Final dividend is accounted for in books when approved by shareholders and interim dividend, if any, will be
accounted for on declaration.
38. Previous Years Figures have been re-grouped/ re-arranged wherever consider necessary
In our opinion and to the best of our information and In connection with our audit of the consolidated financial
according to the explanations given to us, and based on statements, our responsibility is to read the other information
the consideration of reports of other auditors on separate and, in doing so, consider whether the other information
audited financial statements of the subsidiary, the aforesaid is materially inconsistent with the consolidated financial
consolidated annual financial results: statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.
a) Include the annual financial results of the subsidiary
(GNA Axles Inc Michigan) If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
b) Are presented in accordance with the requirements of
are required to report that fact. We have nothing to report in
Regulation 33 of the Listing Regulations in this regard;
this regard.
and
c) Give a true and fair view in conformity with the recognition MANAGEMENT’S RESPONSIBILITY FOR THE
and measurement principles laid down in the applicable CONSOLIDATED FINANCIAL STATEMENTS
Indian Accounting Standards, and other accounting
The Holding Company’s Board of Directors is responsible for
principles generally accepted in India, of consolidated
the preparation of these consolidated financial statements in
net profit and other comprehensive income and other
terms of the requirements of the Companies Act, 2013 (“the
financial information of the Group for the year ended
Act”) that give a true and fair view of the consolidated financial
March 31, 2021.
position, consolidated financial performance (including other
comprehensive income) , consolidated cash flows of the
BASIS FOR OPINION
Company and consolidated changes in equity of the group
We conducted our audit of the consolidated financial
in accordance with the accounting principles generally
statements in accordance with the standards on auditing
accepted in India, including the Indian Accounting Standards
specified under section 143(10) of the Companies Act,
(Ind AS) specified under Section 133 of the Companies Act,
2013. Our responsibilities under those Standards are further
2013 (hereinafter referred to as “the Act”) read with Rule
described in the auditor’s responsibilities for the audit of
7 of the Companies (Accounts) Rules, 2014. The holding
the consolidated financial statements section of our report.
companies Board of Directors and the respective Board
We are independent of the Company in accordance with
of Directors of the Companies included in the group are
the code of ethics issued by the institute of Chartered
responsible for maintenance of adequate accounting records
Accountants of India together with the ethical requirements
in accordance with the provisions of the Act for safeguarding
that are relevant to our audit of the financial statements under
of the assets of the Group and for preventing and detecting
the provisions of the Act and the rules there under, and we
frauds and other irregularities; the selection and application
of appropriate accounting policies; making judgments Obtain an understanding of internal control relevant to the
and estimates that are reasonable and prudent; and the audit in order to design audit procedures that are appropriate in
design, implementation and maintenance of adequate the circumstances. Under section 143(3)(i) of the Companies
internal financial controls, that were operating effectively for Act, 2013, we are also responsible for expressing our opinion
ensuring the accuracy and completeness of the accounting on whether the Company has adequate internal financial
records, relevant to the preparation and presentation of the controls system in place and the operating effectiveness of
consolidated financial statements that give a true and fair such controls.
view and are free from material misstatement, whether due Evaluate the appropriateness of accounting policies used
to fraud or error, which have been used for the purpose of and the reasonableness of accounting estimates and related
preparation of the consolidated financial statements by the disclosures in the consolidated financial statements made by
Directors of the Holding Company, as aforesaid. management and Board of Directors.
In preparing the consolidated statements, management is Conclude on the appropriateness of management’s use of
responsible for assessing the Company’s ability to continue the going concern basis of accounting and, based on the
as a going concern, disclosing, as applicable, matters related audit evidence obtained, whether a material uncertainty
to going concern and using the going concern basis of exists related to events or conditions that may cast significant
accounting unless management either intends to liquidate doubt on the Company’s ability to continue as a going
the Company or to cease operations, or has no realistic concern. If we conclude that a material uncertainty exists, we
alternative but to do so. are required to draw attention in our auditor’s report to the
The respective board of directors of the Company’s including related disclosures in the consolidated financial statements
in the group is responsible for overseeing the Company’s or, if such disclosures are inadequate, to modify our opinion.
financial reporting process of each Company. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE or conditions may cause the Group to cease to continue as a
CONSOLIDATED FINANCIAL STATEMENTS going concern.
Our objectives are to obtain reasonable assurance about Evaluate the overall presentation, structure and content of the
whether the consolidated financial statements as a whole Consolidated financial statements, including the disclosures,
are free from material misstatement, whether due to fraud and whether the Consolidated financial statements represent
or error, and to issue an auditor’s report that includes our the underlying transactions and events in a manner that
opinion. Reasonable assurance is a high level of assurance, achieves fair presentation.
but is not a guarantee that an audit conducted in accordance
We communicate with those charged with governance
with SAs will always detect a material misstatement when it
of holding Company and such other entities included in
exists. Misstatements can arise from fraud or error and are
consolidated annual financial statements of which we are
considered material if, individually or in the aggregate, they
independent auditors regarding, among other matters, the
could reasonably be expected to influence the economic
planned scope and timing of the audit and significant audit
decisions of users taken on the basis of these consolidated
findings, including any significant deficiencies in internal
financial statements.
control that we identify during our audit.
As part of an audit in accordance with SAs, we exercise
We also provide those charged with governance with a
professional judgment and maintain professional skepticism
statement that we have complied with relevant ethical
throughout the audit. We also:
requirements regarding independence, and to communicate
Identify and assess the risks of material misstatement of the with them all relationships and other matters that may
consolidated financial statements, whether due to fraud or reasonably be thought to bear on our independence, and
error, design and perform audit procedures responsive to where applicable, related safeguard. From the matters
those risks, and obtain audit evidence that is sufficient and communicated with those charged with governance, we
appropriate to provide a basis for our opinion. The risk of determine those matters that were of most significance in the
not detecting a material misstatement resulting from fraud is audit of the financial statements of the current period and are
higher than for one resulting from error, as fraud may involve therefore the key audit matters. We describe these matters
collusion, forgery, intentional omissions, misrepresentations, in our auditor’s report unless law or regulation precludes
or the override of internal control. public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should Directors of the Holding Company and the report
not be communicated in our report because the adverse of the statutory auditors of its subsidiary companies
consequences of doing so would reasonably be expected to incorporated outside India, none of the Directors of
outweigh the public interest benefits of such communication. the Group companies incorporated outside India
is disqualified as on March 31, 2020 from being
OTHERS MATTERS appointed as a Director of that Company in terms
We did not audit the financial statements of GNA Axles Inc. of Section 164(2) of the Act.
Michigan and placed reliance on the accounts reviewed by f.
With respect to the adequacy of the internal
certified public Accountant Alina Rits of RITS Accounting PC financial controls over financial reporting of the
Birmingham Michigan which shows the net operating loss Group and the operating effectiveness of such
USD 4990.83 controls, refer to our separate Report in “Annexure
A”; and
REPORT ON OTHER LEGAL AND REGULATORY
g. With respect to the other matters to be included in
REQUIREMENTS
the Auditor’s Report in accordance with Rule 11 of
1. As required by Section 143(3) of the Act, we report, to
the Companies (Audit and Auditors) Rules, 2014, in
the extent applicable, that:
our opinion and to the best of our information and
a. We have sought and obtained all the information according to the explanations given to us:
and explanations which to the best of our
h. i)
The consolidated financial statements
knowledge and belief were necessary for the
disclose the impact of pending litigations
purposes of our audit of the aforesaid consolidated
on the consolidated financial position of the
financial statements.
Group. Refer Note (28) to the consolidated
b. In our opinion, proper books of account as required financial statements;
by law relating to preparation of the aforesaid
ii) The holding Company and its subsidiaries did
consolidated financial statements have been kept
not have any long term contracts including
so far as it appears from our examination of those
derivative contracts for which there were any
books.
material foreseeable losses.; and
c. The consolidated balance sheet, the consolidated
iii) There were no amounts which were required
statement of profit and loss (including other
to be transferred to investor education
comprehensive income) , the consolidated cash
and protection fund by the holding and its
flow , and statement of changes in equity dealt with
subsidiaries.
by this Report are in agreement with the relevant
books of account maintained for the purpose
For Harish & Co.
of preparation of the consolidated financial
Chartered Accountants (FRN 017372N)
statements.
d. In our opinion, the aforesaid consolidated financial
(Vasu Aggarwal)
statements comply with the Accounting Standards
Partner
specified under Section 133 of the Act, read with
M.No. 091343
Rule 7 of the Companies (Accounts) Rules, 2014.
UDIN: 21091343AAAAB01830
e. On the basis of the written representations received
from the directors of the Holding Company as on Place: Jalandhar
March 31, 2021 taken on record by the Board of Dated: April 23, 2021
Annexure - A to the Independent Auditors’ Report of financial reporting was established and maintained and if
even date on the Consolidated Financial Statements such controls operated effectively in all material respects.
of GNA Axles Limited Report on the Internal Financial Our audit involves performing procedures to obtain audit
Controls under Clause (i) of Sub-section 3 of Section evidence about the adequacy of the internal financial
143 of the Companies Act, 2013 (“the Act”) controls system over financial reporting and their operating
In conjunction with our audit of the consolidated financial effectiveness. Our audit of internal financial controls over
statements of the Company as of and for the year ended financial reporting included obtaining an understanding of
March 31, 2021, we have audited the internal financial internal financial controls over financial reporting, assessing
controls over financial reporting of GNA Axles Limited (“the the risk that a material weakness exists, and testing and
Holding Company”) and its subsidiary companies which are evaluating the design and operating effectiveness of internal
companies incorporated outside India as of that date. control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL of the risks of material misstatement of the financial
FINANCIAL CONTROLS statements, whether due to fraud or error.
The respective Board of Directors of the Holding Company We believe that the audit evidence we have obtained is
and its subsidiary companies, which are companies sufficient and appropriate to provide a basis for our audit
incorporated outside India, are responsible for establishing opinion on the Company’s internal financial controls system
and maintaining internal financial controls based on the over financial reporting.
internal control over financial reporting criteria established
by the Company considering the essential components MEANING OF INTERNAL FINANCIAL CONTROLS OVER
of internal control stated in the Guidance Note on Audit of FINANCIAL REPORTING
Internal Financial Controls over Financial Reporting issued A Company’s internal financial control over financial reporting
by the Institute of Chartered Accountants of India (‘ICAI’). is a process designed to provide reasonable assurance
These responsibilities include the design, implementation regarding the reliability of financial reporting and the
and maintenance of adequate internal financial controls preparation of financial statements for external purposes in
that were operating effectively for ensuring the orderly accordance with generally accepted accounting principles.
and efficient conduct of its business, including adherence A Company’s internal financial control over financial reporting
to Company’s policies, the safeguarding of its assets, the includes those policies and procedures that (1) pertain to the
prevention and detection of frauds and errors, the accuracy maintenance of records that, in reasonable detail, accurately
and completeness of the accounting records, and the timely and fairly reflect the transactions and dispositions of the
preparation of reliable financial information, as required under assets of the Company; (2) provide reasonable assurance that
the Companies Act, 2013. transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted
AUDITORS’ RESPONSIBILITY
accounting principles, and that receipts and expenditures
Our responsibility is to express an opinion on the Company’s of the Company are being made only in accordance
internal financial controls over financial reporting based on with authorisations of management and directors of the
our audit. We conducted our audit in accordance with the Company; and (3) provide reasonable assurance regarding
Guidance Note on Audit of Internal Financial Controls over prevention or timely detection of unauthorised acquisition,
Financial Reporting (the “Guidance Note”) issued by the ICAI use, or disposition of the Company’s assets that could have a
and the Standards on Auditing, issued by ICAI and deemed material effect on the financial statements.
to be prescribed under Section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal INHERENT LIMITATIONS OF INTERNAL FINANCIAL
financial controls, both issued by the Institute of Chartered CONTROLS OVER FINANCIAL REPORTING
Accountants of India. Those Standards and the Guidance Because of the inherent limitations of internal financial
Note require that we comply with ethical requirements and controls over financial reporting, including the possibility
plan and perform the audit to obtain reasonable assurance of collusion or improper management override of controls,
about whether adequate internal financial controls over material misstatements due to error or fraud may occur and
“Annexure “A”
to the Independent Auditors’ (Contd.)
(Amount in ` Lacs)
Particulars Note March 31, 2021 March 31, 2020
No.
NON-CURRENT ASSETS
Property, Plant & Equipment 1 29,476.69 24,445.07
Capital Work in Progress 2 - 6,104.36
Investment Property
Intangible Assets
Intangible Assets under Development
Financial Assets
Investments
Loans
Other Financial Assets
Current Tax Assets (net)
Deferred Tax Assets
Other Non-Current Assets 3 2,065.11 1,993.72
31,541.80 32,543.15
CURRENT ASSETS
Inventories 4 15,264.53 14,504.60
Financial Asset
Investments
Trade Receivables 5 43,792.98 29,628.05
Cash & Cash Equivalents 6 35.55 25.27
Bank Balance Other than Cash and Cash Equivalents 7 1,915.11 2,086.99
Loans
Other Financial Assets
Other Current Assets 8 3,404.60 3,295.83
64,412.77 49,540.74
Total Assets 95,954.57 82,083.89
EQUITY AND LIABILITIES
Equity
Share Capital 9 2,146.54 2,146.54
Other Equity 10 49,610.24 42,534.13
Total Equity 51,756.78 44,680.67
LIABILITIES
NON-CURRENT LIABILITIES
Financial Liabilities
Borrowings 11 7,643.69 10,542.02
Other Financial Liabilities
Provisions
Deferred Tax Liabilities 47.80 54.99
Other Non-Current Liabilities
7,691.49 10,597.01
CURRENT LIABILITIES
Financial Liabilities
Borrowings 11 9,525.66 5,710.92
Trade Payable 12 22,774.66 16,599.79
Other Current Financial Liabilities 13 2,529.09 3,115.79
Other Current Liabilities 14 389.91 261.95
Current Provisions 15 791.65 973.65
Current Tax Liabilities (Net) 495.33 144.11
36,506.30 26,806.21
Total Liabilities 44,197.79 37,403.22
Total Equity & Liabilities 95,954.57 82,083.89
Notes forming Parts of Financial Statements 1 to 37
Notes on Accounting Policies I to II
(Amount in ` Lacs)
Particulars Notes March 31, 2021 March 31, 2020
No.
REVENUE FROM OPERATIONS
Revenue from Sale of Products 16 86,761.64 87,254.49
Other Operating income 17 2,197.63 3,647.10
88,959.27 90,901.59
Other Income 18 146.89 126.96
89,106.16 91,028.55
EXPENDITURE
Cost of Material consumed 19 52,999.77 58,699.09
Purchases of Stock-in-Trade
Changes in Inventories of Finished Goods, 20 2,581.12 415.48
Work-in-Process and Stock-in-Trade
Employee Benefits Expense 21 4,968.57 4,083.62
Financial Costs 22 854.80 1,359.81
Depreciation, Impairment and Amortisation Expenses 23 4,071.92 4,235.80
Other Expenses 24 14,024.87 15,253.39
79,501.05 84,047.19
Profit Before Exceptional items and Tax 9,605.11 6,981.36
Exceptional items - -
Profit Before Tax 9,605.11 6,981.36
Tax Expense
Current Tax 2,550.00 1,984.00
Deferred Tax Charge (Add/Less) 7.19 275.36
Profit for the year (A) 7,062.30 5,272.72
Other Comprehensive Income/Loss - -
(Items that will not be reclassified to Statement of Profit and Loss)
Other Comprehensive Income/(Loss) for the year (B) - -
Total Comprehensive Profit for the year (A+B) 7,062.30 5,272.72
Earnings Per Equity Share of face value of ` 10/- each
Basic 32.90 24.56
Diluted 32.90 24.56
Notes forming Parts of Financial Statements 1 to 37
Notes on Accounting Policies I to II
(Amount in ` Lacs)
Particulars For the For the
Year Ending Year Ending
March 31, 2021 March 31,2020
A CASH FLOW FROM OPERATING ACTIVITIES
Net profit before tax 9,605.11 6,981.35
Adjustments for : - -
Depreiciation 4,071.94 4,235.80
Interest income -146.89 -126.96
Interest paid 788.01 1,277.12
IPO Expenses W/off 130.41 130.41
Profit/Loss on sale of assets -4.19 -1.96
Operating profit before working capital changes 14,444.39 12,495.76
Adjustments for :
Inventories -759.91 1,592.15
Decrease/Increase in Trade Rec./Other Current/Non-Current Assets -14,441.26 2,580.64
Decrease/Increase in Trade payable/Other Current Liabilities 6,437.42 -2,763.66
Income tax of earlier year 13.82 -43.53
Income Tax Paid -2,550.00 -1,984.00
Net cash from operating activities 3,144.46 11,877.36
B CASH FLOW FROM INVESTING ACTIVITIES :
Decrease/Increase in Fixed Deposit 172.25 -2,086.32
Purchase of Fixed assets -3,012.91 -10,332.91
Sale of fixed assets 17.89 4.35
Interest received 146.89 126.96
Net cash used in Investing activities -2,675.88 -12,287.92
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long term Borrowings - 6,343.84
Repayment of long term borrowings -3,485.02 -1,799.28
Dividend Paid - -711.64
Increase/ ( Decrease ) in cash credits & Packing credits 3,814.73 -2,156.61
Interest Paid -788.01 -1,277.13
Net cash flow from financing activities -458.30 399.18
Net increase/ (decrease ) in cash & cash equivalents (A+B+C) 10.28 -11.38
Cash & Cash equivalents at the beginning of the year (see note 2) 25.27 36.65
Cash & Cash equivalents at the end of the year(see note 2) 35.55 25.27
10.28 -11.38
1. Notes :
The Cash flow is based on and derived from the accounts of company for the year ended March 31, 2021 and March 31,2020
(Amount in ` Lacs)
Particulars For the For the
Year Ending Year Ending
March 31, 2021 March 31, 2020
2. Cash & cash equivalents comprise of :
Cash in hand 28.91 16.10
With scheduled banks :
On current accounts 6.64 9.17
Cash and cash equivalents at the end of the year 35.55 25.27
I. GROUP INFORMATION
GNA Axles Ltd. (“the Company”) is a Company established in 1993. The Company manufactures auto components for
the four-wheeler industry, primary product being Rear Axles, Shafts, Spindles & other Automobiles Components for sale in
domestic and foreign market. The Company has manufacturing location in the state of Punjab Unit –I at Mehtiana & Unit-II at
VPO Gulabgarh Jattan (Phagwara-Hoshiarpur Road).
The Company & its subsidiary (Jointly referred to as the “Group) herein considered in these consolidated financial statements
are:
A) SUBSDIARIES:
Name of the Company Country of Incorporation % voting power held as at % voting power held as at
March 31, 2021 March 31, 2020
GNA Axles Inc. Michigan 100% 100%
II. SIGNIFICANT ACCOUNTING POLICIES: the books values of like items of assets, liabilities
This note provides a list of the significant accounting income and expenses, after fully eliminating intra-
policies adopted in the preparation of these Group balance and intra group transactions and
Consolidated financial statements. These policies have resulting unrealised profits/unrealised losses
been consistently applied to all the periods presented, resulting from intra-group transactions are
unless otherwise stated. eliminated unless cost cannot be recovered.
The financial statements of the subsidiary used
II.1 Basis of Preparation:
for the purpose of consolidation are drawn
(i) Compliance with Ind AS upto the same reporting date as of the group.
These Consolidated financial statements of The consolidated financial statement have
group comply in all material aspects with Indian been prepared using uniform account policies
Accounting Standards (Ind AS ) notified under for like transactions and other events in similar
Section 133 of the Companies Act, 2013 (the Act) circumstances and are presented to the extent
Companies (Indian Accounting Standard) Rules. possible in the same manner as the companies
2015 and other reliant provision of the Act. separate financial statements. On consolidation
the assets and liabilities have been translated into
(ii) Historical Cost Convention
INR at the closing rate at the reporting date.
The Consolidated financial statements have
been prepared on an accrual basis and under the II.2 Summary of significant Accounting Policies:
historical cost convention. a) Property, plant and Equipment:
(iii) Classification of asset and liabilities Freehold land is carried at historical cost. All
The classification of assets and liabilities into current other items of Property, plant and equipment are
and non-current, wherever applicable, are based shown at cost, less accumulated depreciation
on normal operating cycles of business activities of and impairment, if any. The cost of an item of
the Company, which is twelve months. property, plant and equipment comprises its cost
of acquisition inclusive of inward freight, import
(iv) Principles of Consolidation
duties, and other non refundable taxes or levies
The consolidated financial statements relate to and any cost directly attributable to the acquisition/
GNA Axles Ltd. And its Subsidiary. Subsidiary is an construction of those items: any trade discounts
entity over which GNA Axles Ltd. Exercise control. and rebates are deducted in arriving at the cost of
The Consolidated financial statements have been acquisition.
prepared on the following basis:
Subsequent costs are included in the asset`s
The financial Statements of the Group have been carrying amount or recognised as a separate asset,
combined on a line by line basis by adding together as appropriate, only when it is probable that future
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
economic benefits associated with the item will by the Balance Sheet date and are expected to
flow to the entity and the cost of the item can be apply to taxable income in the years in which
measure reliably. All other repairs and maintenance those temporary differences are expected to be
are charged to statements of profit or loss during recovered or settled. The effect of changes in tax
the reporting period in which they are incurred. rates on deferred income tax assets and liabilities
is recognised as income or expense in the period
b) Capital Work in Progress
that includes the enactment or the substantive
Property, plant and equipment under construction
enactment date. A deferred income tax assets
/under installation are disclosed as capital work in
is recognised to the extent that it is probable
progress.
that future taxable profit will be available against
c) Depreciation on tangible fixed assets. which the deductible temporary differences and
Depreciation on tangible fixed assets is provided tax losses can be utilised. The Company offsets
using the Written down value Method as per rate current tax assets and current tax liabilities where
prescribed by Companies Act. it has a legally enforceable right to set-off the
recognised amounts and where it intends either
d) Revenue Recognition:
to settle on a net basis or to realise the assets and
Revenue is measured at the fair value of the settle the liability simultaneously.
consideration received or receivable. Gross Sales
h) Earning per Share
are Net of returns, Claims, and Discount. The
Company recognises Revenue when amount Basic earnings per share is calculated by dividing
of revenue can be measured reliably and it is the net profit for the year attributable to equity
probable that the economic benefits associated shareholders by the weighted average number
with transaction will flow to the entity. of equity shares outstanding during the period.
The weighted average number of equity shares
Interest Income is accounted on accrual basis
outstanding during the period is adjusted for
and Fixed deposit interest is accounted as per
events of bonus issue: bonus element in a rights
statement/documents issued by bank.
issue to existing shareholders: share split: and
e) Inventories reverse share split (consolidation of shares).
Inventories are valued as follows: i) Impairment of assets
a) Stock of Raw : At Purchase price plus At each balance sheet date an assessment is
Material & Stores Direct Expenses made whether any indication exists that an assets
b) Stock of work in : At estimated cost price has been impaired. If any such indication exists,
Progress an impairment loss i.e the amount by which
c) Stock of Finished : At cost or net realizable the carrying amount of an assets exceeds its
Goods value whichever is less recoverable amount is provided in the books of
f) Insurance and other claims accounts.
in hand, cash at bank and demand deposits with expenses associated with investing or financing
banks with an original maturity of three months or cash flows. The cash flow from operating investing
less which are subject to an in significant risk of and financing activities of the Company are
change in value. segregated.
l)
Provisions, Contingent Liabilities and n) Foreign Currency Transactions
Contingent Assets The functional currency of the Company is Indian
Provisions are recognised when the Company Rupee. These financial statements are presented in
has a present legal or constructive obligation Indian Rupee.
as a result of past events, it is probable that an Transactions and Balances.
outflow of resources will be required to settle the
The foreign current transactions are recorded,
obligation and the amount can reliably estimated.
on initial recognition in the functional currency,
Provisions are measured at the present value of
by applying foreign current amount the spot
management`s best estimate of the expenditure
exchange rate between the functional currency
required to settle the present obligation at the end
and the foreign current at the date of transaction.
of the reporting period.
The foreign current monetary items are translated
Liabilities which are material and whose future
using closing rate at the end of each reporting
outcome cannot be ascertained with reasonable
period. Non-monetary items that are measured in
certainty are treated as contingent. The Company
terms of historical cost in a foreign currency shall
does not recognise a contingent liability but
be translated using the exchange rate at the date
discloses its existence in financial statements
of transaction. Exchange differences arising on
m) Cash flow statement the settlement of monetary items or on translating
Cash flow are reported using the indirect method, monetary items at rates different from those at
whereby profit for the period is adjusted for the which they were translated on initial recognition
effects of transactions of a non-cash nature, any during the period or in previous financial statements
deferrals or accruals of past or future operating shall be recognised in profit or loss in the period in
cash receipts or payments and item of income or which they arise.
(Amount in ` Lacs)
Particulars Freehold Land Factory Plant & Computers Office Furniture & Vehicle Total
Building Machinery Equipments Fixtures
(A) Gross Block
Balance as at April 1, 2020 1,078.59 7,198.83 40,718.00 678.61 639.46 502.84 1,320.17 52,136.50
Addition during the year 195.44 1,699.26 7,098.56 21.72 42.66 41.56 18.08 9,117.28
Discarded/Disposed off during the year - - - - - - 181.91 181.91
Balance as at March 31, 2021 1,274.03 8,898.09 47,816.56 700.33 682.12 544.40 1,156.34 61,071.87
(B) Accumulated Depreciation
Balance as at April 1, 2020 - 2,694.47 22,913.35 627.64 393.46 342.44 720.10 27,691.46
Depreciation for the year - 427.91 3,334.01 35.98 44.51 44.94 184.57 4,071.92
Accumulated depreciation on discarded/ - - - - - - 168.20 168.20
disposal
Balance as at March 31, 2021 - 3,122.38 26,247.36 663.62 437.97 387.38 736.47 31,595.18
(C) Net carrying Amount
Balance as at April 1, 2020 1,078.59 4,504.36 17,804.65 50.98 246.01 160.40 600.08 24,445.07
1 Corporate Overview
Balance as at March 31, 2021 1,274.03 5,775.71 21,569.20 36.71 244.15 157.02 419.87 29,476.69
2 Statutory Reports
(Amount in ` Lacs)
Particulars MACHINERY
Balance as at April 1, 2020 4,824.41
Addition -
4,824.41
Less: Capitalised 4,824.41
Balance as at March 31, 2021 0.00
(Amount in ` Lacs)
Particulars BUILDING
Balance as at April 1, 2020 1,279.95
Addition -
1,279.95
Less: Capitalised 1,279.95
Balance as at March 31, 2021 -
Total Capital - Work in Progress
as at March 31, 2021 -
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Advance for Fixed Assets 379.58 177.78
Security Deposits 1,685.53 1,685.53
Other Non-Current Assets - 130.41
2,065.11 1,993.72
4. INVENTORIES
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Raw Material
Raw Material Steel 6,077.45 2,629.41
Raw Material Non Steel 18.99 23.38
Work in Progress 7,334.17 9,077.18
Finished Goods 818.11 1,665.26
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
STORES, SPARES & LOOSE TOOLS
Stock of Operating Supply 717.98 793.65
Stock of Spare Parts 120.98 142.96
Stock of Diesel 34.33 11.40
Stock of Die Steel 17.12 14.14
Stock of Oil Lubricant 41.28 63.64
OTHERS
Stock of Scrap Material 27.25 18.20
Stock of Packing 56.87 65.38
15,264.53 14,504.60
5. TRADE RECEIVABLE
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
(Unsecured but considered good)
Debtors outstanding for the period 2,730.89 3,355.96
exceeding six months
Other 41,062.09 26,272.09
43,792.98 29,628.05
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Cash in hand 28.91 16.10
Balance with Banks
(In Current Account 6.64 9.17
35.55 25.27
(Amount in ` Lacs)
Particulars March 31, 2020 March 31, 2019
In Dividend Account 1.05 0.67
In Deposit Account 1,914.06 2,086.32
(Maturity above 3 months but less 12 months)
1,915.11 2,086.99
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Pre-paid Expenses 129.49 126.92
Advance to Vendor 472.55 237.55
Advance to Employee 17.64 16.34
Other Current Assets 2,784.92 2,915.02
3,404.60 3,295.83
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Nos. Amount Nos. Amount
SHARE CAPITAL
(1) Authorised Share Capital
Equity Share of ` 10/- each. 3,00,00,000 3,000 3,00,00,000 3,000
(Previous year Equity Share of ` 10/- each)
(2) Issued, Subscribed & Paid-up
Equity Shares of ` 10/- each 2,14,65,400 2,146.54 2,14,65,400 2,146.54
(Previous year Equity Share of ` 10/- each)
2,14,65,400 2,146.54 2,14,65,400 2,146.54
Reconciliation of number of shares outstanding at the beginning and at the end of the year
(Amount in ` Lacs)
Equity Shares March 31, 2021 March 31, 2020
Nos. Amount Nos. Amount
Shares outstanding at the beginning of the year 2,14,65,400 2,146.54 2,14,65,400 2,146.54
Shares issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 2,14,65,400 2,146.54 2,14,65,400 2,146.54
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
D. There are no securities (Previous year NIL) convertible into Equity shares
E. There are no calls un-paid (Previous year NIL) including calls un-paid by Directors and officers as on balance sheet
date.
(Amount in ` Lacs)
Particulars Security Retained Total
premium Earnings
Balance as at April 1, 2019 11,802.98 26,213.60 38,016.58
Profit for the year - 5,272.72 5,272.72
Other Comprehensive Income - - -
Loss on fair valuation of equity shares - - -
Total Comprehansive Income for the year 11,802.98 31,486.32 43,289.30
Dividend Paid - -711.64 -711.64
Prior period adjustment of taxes - -43.53 -43.53
Balance as at March 31, 2020 11,802.98 30,731.15 42,534.13
(Amount in ` Lacs)
Particulars Security Retained Total
premium Earnings
Balance as at April 1, 2020 11,802.98 30,731.14 42,534.12
Profit for the year - 7,062.30 7,062.30
Other Comprehensive Income - - -
Loss on fair valuation of equity shares - - -
Total Comprehansive Income for the year 11,802.98 37,793.44 49,596.42
Dividend Paid - - -
Prior period adjustment of taxes - 13.82 13.82
Balance as at March 31,2021 11,802.98 37,807.26 49,610.24
11. BORROWINGS
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
A) Non Current
Secured
From Banks
Term Loan 5,181.84 7,532.81
Less: Current Maturities 2,529.09 3,115.79
2,652.75 4,417.02
From Others
Bajaj Finance Ltd. 4,990.94 6,125.00
Unsecured
Others - -
7,643.69 10,542.02
B) Current
Secured
From Banks (Repayable on Demand) 9,525.66 5,710.92
Unsecured
Others - -
9,525.66 5,710.92
11.1 The above non-current borrowings are secured by mortgage created on the immovable assets of the company both present
and future and hypothecation of all moveable assets including movable machinery, tools and accessories and other movables,
both present and future subject to charges created in favour of the Bankers/NBFC”S for securing the working capital limits
and the personal guarantee of promoter directors.
11.2 Current Borrowings includes Cash Credit Limit, O/D Limit & PCFC from Consortium Banks which are secured by hypothecation
of entire present and future tangible current assets of the company as well as second charges on the entire present and future
fixed assets of company and personal guarantee of promoter directors.
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Micro, Small & Medium Enterprises 343.98 191.12
Others 22,430.68 16,408.67
22,774.66 16,599.79
12.1 The company has called for information from all the vendors regarding their status under MSME ACT.
Based on the information received regarding the status of the vendors the amount of ` 34398445/- is outstanding to the
vendors concerned under MSME ACT as on March 31, 2021
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Current Maturity of Non-Current Borrowings 2,529.09 3,115.79
2,529.09 3,115.79
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Statutory Liabilities 388.86 261.28
Unpaid Dividend 1.05 0.67
389.91 261.95
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Outstanding Expenses Payable 601.63 850.45
Employee Dues 190.02 123.20
791.65 973.65
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
SALE OF PRODUCTS
Sale Domestic 34,476.94 30,814.16
Sale Export (Direct) 52,284.70 56,440.33
86,761.64 87,254.49
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
FPS Incentive 1,036.34 922.54
Duty Drawback 744.57 1,169.27
Exchange Difference 416.72 1,555.29
2,197.63 3,647.10
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Interest Income 146.89 126.96
146.89 126.96
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
CONSUMPTION OF RAW MATERIAL
Raw Material -Steel 45,536.85 48,937.31
Raw Material-Non-Steel 10.81 7.79
45,547.66 48,945.10
CONSUMPTION OF STORE & SPARES
Consumption of operating supply 3,728.75 5,304.69
Consumption of Die Steel 264.95 465.34
Consumption of oil & Lubricants 1,032.88 725.45
Consumption of Packing Materials 2,224.42 2,378.20
Consumption of Furnace Oil 201.11 880.31
7,452.11 9,753.99
52,999.77 58,699.09
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
At the beginning of Accounting period 10,760.64 11,176.12
At the end of the Accounting period 8,179.52 10,760.64
2,581.12 415.48
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Wages 1,663.35 1,248.60
Salary 1,958.23 1,589.93
Production Incentive Bonus 480.29 442.16
Contribution to Provident Fund 121.44 120.12
Family Pension 133.41 113.20
Administration charges 18.69 16.55
Group Gratuity Scheme 103.11 88.25
Group Insurance 2.27 0.12
Super Annuation Fund 31.68 31.69
Workers and Staff Welfare 136.96 171.53
Bonus 207.45 188.11
Leave with Wages 46.41 23.23
Medical Reimbursement 19.48 23.88
Employees State Insurance 45.80 26.25
4,968.57 4,083.62
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
a) Interest Expense
Interest on Term Loan 621.35 966.72
Interest on Cash Credit 161.39 306.91
Interest to Others 5.27 3.49
b) Other Borrowing Cost - -
Bank Commission 66.79 82.69
854.80 1,359.81
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
DEPRECIATION
Building 427.91 472.83
Plant & Machinery 3,334.01 3,457.03
Furniture & Fixture 44.94 44.68
Vehicle 184.57 149.62
Computers 35.98 67.47
Office Equipments 44.51 44.17
4,071.92 4,235.80
(Amount in ` Lacs)
Particulars March 31, 2021 March 31, 2020
Machining charges 1,037.76 1,645.43
Power & Fuel 5,543.55 5,606.39
Repair & Maintenance 257.93 416.31
Factory Expenses 55.37 72.90
Office Expenses 32.83 26.04
Donation / CSR 133.75 188.58
Subscription / Membership fees 9.78 8.49
Entertainment Expense 2.25 7.12
Fees & Taxes 33.77 45.74
Insurance 152.35 110.69
Legal & Professional Expenses 146.29 163.94
News Paper & Periodicals 0.37 1.27
PAYMENT TO AUDITORS - -
As Audit Fee 7.50 7.50
For Taxation purpose - -
For any other matters - -
Vehicle Petrol 77.05 85.54
Vehicle Repair 33.64 43.11
Repair of Building 22.97 53.79
Postage & Courier expenses 4.31 6.76
Printing & Stationery 26.59 76.60
Generator / General Repair & Maintenance 251.18 327.34
Profit on sale of assets -4.19 -1.96
Repair & Maintenance of Computer 18.33 34.20
Telephone Expenses 8.86 12.14
Directors sitting fees 4.28 3.84
Rounded-off 0.08 -
Travelling Expenses 94.40 155.75
Travelling Expenses Foreign 0.24 155.46
IPO Expenses 130.41 130.41
Advertisement expenses 9.87 5.64
Exchange Diff. [consolidation] 0.07 -0.30
Club Fee 0.52 0.98
Freight & Cartage outward 841.02 700.97
Business Promotion Expenses 5.57 18.28
Export Packing & Forwarding expenses 5,085.62 5,088.86
Sale Tax Paid - 48.52
Unrecoverable Amount Written Off 0.55 7.06
14,024.87 15,253.39
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
(Amount in `)
Particulars March 31, 2021 March 31, 2020
Basic and Diluted Earnings Per Share
Net Profit attributable to Equity Shareholders 70,62,30,061 52,72,71,397
Weighted Average number of Equity Shares
outstanding during the year 2,14,65,400 2,14,65,400
Face Value 10 10
Basic Earnings Per Share 32.90 24.56
Diluted Earnings Per Share 32.90 24.56
28. As per the provisions of amended companies Act 2013 the companies having profit of 5CR or more has to spent 2% of their
27. average profits of last 3 years upon specific activity falling within CSR. The CSR Budget for the year 2020-21 of the Company
was ` 1,95,69,090/- (including 3006182/- of previous year). The Company has spent `1,26,35,000/- on CSR activities during
the Financial Year 2020-21 with the approval of CSR Committee of the Board. The total unspent amount as on March 31,
2021 was ` 69,34,090/-.
(Amount in `)
Particulars 2020-21 2019-20
(A) CONTINGENT LIABILITIES
1. Bank Guarantees 2,00,000 2,00,000
2. Excise Duty and Service Tax demand against which the company has 40,30,408 01,56,07,652
preferred appeals.
3. Income Tax Demands against which the company has preferred appeals. 2,10,650 1,39,835
4. Value Added Tax Liabilities 1,95,53,344 1,95,53,344
(B) COMMITMENTS
Capital Commitments 0 0
The Company management believes that ultimate outcome of these contingent liabilities will not have a material adverse effect on
the Company’s financial position & results of operations.
(Amount in `)
Nature of Transaction 2020-21 2019-20
(a) Security Deposit with-
GNA Udyog Limited 4,88.95,603 4,88,95,603
GNA Sons 5,65,21,030 5,65,21,030
Seehra Overseas 10,00,000 10,00,000
(b) Remuneration
S. Rachhpall Singh 75,60,000 58,80,000
S. Gursaran Singh 75,60,000 58,80,000
S. Ranbir Singh 2,14,36,395 1,86,95,811
S. Jasvinder Singh 2,14,36,395 1,86,95,811
Notes
Forming part of consolidated financial statements for the year ended March 31, 2021 (Contd.)
(Amount in `)
Nature of Transaction 2020-21 2019-20
S. Kulwin Seehra 40,20,390 34,42,644
S. Harwinder Seehra 40,20,390 34,42,644
(c) Remuneration Paid to Key Managerial Personnel
Mr. Rakesh Gupta 13,30,286 13,20,343
Mr. Gaurav Jain 6,85,891 6.76.770
(d) Remuneration paid to Director’s relatives
S. Maninder Singh 24,63,676 26,34,209
Mrs. Loveleen Kaur 24,63,676 26,34,209
(e) Professional Charges paid to Director
S. Jasminder Singh Johal - Nil 1,00,000
(Amount in `)
Particulars 2020-21 2019-20
Salary 6,60,33,570 6,39,46,014
33. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the value stated if
realised in the ordinary course of business. The Provision for all known liabilities is adequate and not in excess of amount
reasonably necessary.
34. The Company has called for information from the vendors regarding there status under the micro, small and medium
enterprises. Based on the information received regarding the status of vendors under MSME ACT the amount of ` 3,43,98,444/-
has been derived as due to vendors under MSME ACT as on March 31, 2021.
(Amount in `)
Sr. Particulars Current year Previous year
No.
1. Audit Fee 7,50,000 7,50,000
36. Dividend: Final dividend is accounted for in books when approved by shareholders and interim dividend, if any, will be
accounted for on declaration.
37. Previous Years Figures have been re-grouped/ re-arranged wherever consider necessary
Registered Office
GNA Axles Limited, GNA House, 1-C, Chhoti Baradari-II
Building a
better future
Garha Road, Jalandhar City-144001, Punjab, India
Corporate Office
GNA Axles Limited, Mehtiana-146001
Dist. Hoshiarpur, Punjab, India