Dear Members,
The Directors of your Company have pleasure in presenting their 31st Annual Report on
the affairs of the Company together with the Audited Accounts of the Company for the year
ended March 31, 2024.
Financial Performance
The Financial results for the year are as under:-
Particulars Year ended on March 31, 2024 Year ended on March 31, 2023
Net operating Revenue 1,50,626.18 1,58,293.37
Other Income 240.39 142.58
Profit Before Depreciation, Interest and Tax 19,972.41 23,411.80
Financial Costs 1,154.34 1,096.38
Profit before Depreciation and Tax 18,818.07 22,315.42
Depreciation 5,333.71 4,851.25
Profit before Tax 13,484.36 17,464.17
Tax Expense 3,482.27 4,441.06
Profit after tax 10,002.09 13,023.11
Earnings Per Share
- Basic 23.30 60.67
- Diluted 23.30 60.67
Financial analysis and review of operations:
Revenue from operations decreased by 7,667.19 Lacs to
1,50,626.18 Lacs for the Fiscal 2024 from 1,58,293.37 Lacs for the Fiscal 2023,
showing a decrease of 4.84%. Export sales decreased by 6,271.22 Lacs to 77,620.15 Lacs
for the Fiscal 2024 from 83,891.37 Lacs for the Fiscal 2023 due to the correction in the
steel prices. Domestic sales decreased by 632.21 Lacs to 71,433.73 Lacs in the Fiscal
2024 from 72,065.94 Lacs in the Fiscal 2024 thereby showing a decrease of 0.88 %.
The Company earned Profit before Tax of 13,484.36 Lacs during the year under review
against 17,464.17 Lacs for the Fiscal 2023 showing a decrease of 22.79%. Profit after
tax decreased by 3,021.02 Lacs to 10,002.09 Lacs for the Fiscal 2024 from 13,023.11
Lacs for the Fiscal 2023 thereby showing a decrease of 23.20 %.
There has been no material changes and commitments which can have an effect on the
position of the Company which have occurred between the end of the financial year under
review and the date of this report.
Transfer to reserves
Your Directors do not propose to transfer any amount to Reserves.
Deposits from Public
The Company has not accepted any deposits from the public as such no amount on account
of principal or interest on deposits from public was outstanding as on March 31, 2024.
Resource Utilisation: Property Plant & Equipment
The property, plant & Equipment (including capital work in progress) as at March
31, 2024 were 35,254.12 Lacs as against previous year's value of 31,738.30 Lacs.
Current Assets
The net current assets as on March 31, 2024 were 44,980.14 Lacs as against
39,420.84 Lacs in the previous year.
Dividend:
The Board of Directors in its meeting held on May 24, 2024 had recommended a dividend @
20.00 % i.e of 2.00/- per Equity Share of 10/- each (Previous year 6.00/- per Equity
Share) to the shareholders of the Company for their consideration and approval at the
ensuing Annual General Meeting of the Company. The dividend @ 20.00 %, if approved at the
forthcoming Annual General Meeting, will result in the outflow of 858.62 Lacs. The
Dividend, if approved at the ensuing Annual General Meeting, will be paid within the
stipulated time under the Companies Act, 2013 (subject to deduction of Tax at source).
Share Capital
The paid up Equity share Capital of the Company as on March 31, 2024 was
42,93,08,000/- divided into 4,29,30,800 Equity shares of 10/- each. During the Year
under review the Company alloted bonus equity shares in the ratio of 1:1 to the
shareholders of the Company and the share capital of the Company increased from
21,46,54,000 to 42,93,08,000.
Bonus Shares
During the financial year 2023-24, the Company issued and allotted 2,14,65,400 Bonus
Equity Share of Rs. 10 each in proportion of 1 (one) Bonus Equity Share for every 1 (one)
Equity Share (fully paid-up). The said shares rank pari-passu in all respects with the
existing fully paid-up equity shares of the Company. Post bonus share, the issued and
paid-up share capital of the Company increased to 42,93,08,000
Subsidiaries, Joint Ventures and Associate Companies
The Company has one subsidiary namely GNA Axles Inc. incorporated in Michhigan USA. The
subsidiary is yet to start its business operations. A statement pursuant to section 129(3)
in form AOC – 1 is enclosed as an Annexure 1 to this Report.
The Company does not have any associate or joint venture Company.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared after consolidating
the accounts of the Subsidiary Company M/s GNA Axles Inc in the form and manner prescribed
under the Companies Act, 2013 and shall be laid before the forthcoming 31st Annual General
Meeting. The Consolidated Financial Statements are provided in this Annual Report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is presented in a separate section
forming part of this Annual report.
Corporate Social Responsibility (CSR) Initiatives:
Your company has formulated its Corporate Social Responsibility required under section
135 of the Companies
Act, 2013. The Company has identified following thrust areas for CSR:
1. To promote and help in providing healthcare and preventive healthcare facilities to
the people.
2. To promote Education and help in delivering quality education to the society and
students.
3. To promote the rural sports, nationally recognised sports and Olympic sports.
4. To take initiative in eradication of hunger, malnutrition, sanitation.
5. To promote women empowerment
6. Any other project / programme pertaining to activities listed in Schedule VII of the
Companies(Corporate Social Responsibility) Rules, 2014 and amendments thereto.
The disclosures under Section 134(3) of the Companies Act, 2013 read with Rule 9 of
Companies (Accounts) Rules2014 i.e. Annual Report on CSR activities for Financial Year
2023-24 is attached herewith as Annexure 2.
Risk Management
The Board of Directors of the Company had formulated and approved the Risk Management
Policy of the Company under the provisions of the Companies Act 2013 and SEBI (LODR),
Regulations, 2015. The objective of Risk Management at GNA Axles Limited is to create and
protect shareholder value by minimising threats or losses, and identifying and maximising
opportunities. An enterprise-wide risk management framework is applied so that effective
management of risks is an integral part of every employee's job.
The Risk Management Policy of the Company may be accessed on the Company's Website at
the link: http://gnagroup.com/wp-content/uploads/2015/09/Risk-Management-Policy.pdf
Vigil Mechanism and Whistle Blower Policy.
Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has
established a "Vigil Mechanism" incorporating Vigil Mechanism Policy which also
incorporates the Whistle Blower Policy in terms of rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 for employees and Directors of the Company, for
expressing the genuine concerns of unethical behavior, frauds or violation of the codes of
conduct. The Company has also provided adequate safeguards against victimisation of
employees and Directors who express their concerns. The Policy on Vigil Mechanism as
approved by the Board of Directors can be accessed on the Company's website at the link:
http://gnagroup.com/wp-content/uploads/2015/09/VIGIL-MECHANISM-POLICY.pdf
Dividend Distribution Policy
The Board of Directors of the Company in their meeting held on April 23, 2021 had
adopted and approved the Dividend
Distribution policy of the Company and the same is annexed as Annexure 5 to this
Directors Report and is available on the website of the Company at www.gnaaxles.in/pdf/
unpaid-dividend/Dividend-Distribution-Policy-23.04.21.pdf.
Remuneration Policy
The Board of Directors of the Company had formulated and approved the Nomination and
Remuneration Policy of the Company which includes the criteria determining the
qualifications and other matters as provided under section
178(3) of the Companies Act 2013.
The Nomination and Remuneration Policy of the Company is annexed hereto and forms part
of this report as Annexure 3.
Internal Financial Control:
The Internal Financial Control systems of the Company with reference to financial
statements are well placed and are commensurate with the size and nature of operations of
the Company. The Statutory Auditors report on the internal financial controls, as required
under section 143 of the
Companies Act 2013 forms part of the Independent Auditors Report as Annexure B.
Particulars of Contracts or Arrangements made with Related Parties:
The Company has not entered into any contract or arrangement with related parties
during the period under review except payment of remuneration and payment of Dividend to
the Related parties and the details the same are included in the Notes on accounts forming
part of the Annual Accounts (both consolidated and standalone) form part of this Annual
Report.
Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies
Act, 2013
The Company has not given any loan, provided any guarantee, provided any security or
made any investments u/s 186 of the Companies Act during the financial year 2023-2024.
Directors
In accordance with provisions of the Articles of Association of the Company, Mr. Ranbir
Singh, Mr. Gurdeep Singh and Mr. Maninder Singh Directors of your Company, retire by
rotation at the conclusion of the forthcoming Annual General Meeting and being eligible,
offers themselves for re-appointment. The Board of Directors recommends their
reappointment as Directors at the forthcoming Annual General Meeting. Mr. Saravjit Singh
Hothi, Non Executive Independent Director of the Company was appointed on June 09, 2022
for a period of 5 years. He is attaining the Age of 75 years on October 23, 2024. In terms
of Regulation 17A of SEBI (LODR) regulations, 2015 his appointment is to be ratified by
the shareholder by way of Special Resolution for continuation of his Directorship. Your
Directors recommend the continuation of his Directorship at the forthcoming Annual General
Meeting.
Pursuant to provisions of Section 203 of the Companies Act, 2013, the Company has
designated below mentioned persons as KMP's :-
WholeTime Key Managerial Personnel of the Company Designation
Gursaran Singh Executive Chairman
Jasvinder Singh Executive Vice Chairman
Ranbir Singh Managing Director & Chief Executive Office
Rakesh Kumar Chief Financial Officer (CFO)
Gourav Jain Company Secretary (CS)
There has been no change in the Key Managerial Personnel of the Company during the year
under review.
Declaration under Section 149(6):
The Independent Directors have submitted their disclosures to the Board that they
fulfillall the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and read with the relevant rules. The Board is of the opinion that
the Independent Directors of the Company possess requisite qualifications, experience and
expertise and they hold highest standards of integrity.
Familiarisation programmes for Board Members:
The Board members are from time to time provided with necessary
documents/policies/internal procedures to get them familiar with the practices of the
Company. The business strategies, performance, global developments, legal& other
updates, compliance reports and other relevant information/reports etc. are being
periodically provided to the Board of Directors.
Board Evaluation:
The Company has put in place the policy for performance evaluation of the Individual
Directors of the Company and the Board as a whole including the Chairman of the Company.
The meeting of the Independent Directors of the Company for the year 2023-2024 was held on
February 09, 2024 to evaluate the performance of the Non Independent Directors of the
Company, the Chairman of the Company and Board as a whole. The evaluation was done by
discussing the performance of the Individual Directors and the Board as a whole.
Auditors and Auditors' Report:
a. Statutory Auditors:
The tenure of Statutory Auditors M/s Harish & Co.,
Chartered Accountants is going to end at the ensuing Annual General Meeting and the
Board of Directors in their meeting held on July 11, 2024 had appointed M/s
G S Syal & Co., Chartered Accountants Jalandhar as
Statutory Auditors of the Company for a period of 5 years, i.e to do the Audit of the
Books of Accounts of the Company till March 31, 2029, subject to the approval of the
shareholders in the ensuing Annual General Meeting.
M/s G S Syal & Co., Chartered Accounts have confirmed their eligibility to be
appointed as Statutory Auditors of the Company at the ensuing Annual General Meeting. The
Board of Directors recommend the appointment of M/s G
S Syal & Co, Chartered Accountants as Statutory Auditors of the Company hold office
from the conclusion of this
Annual General Meeting till the conclusion of the Annual General Meeting to be held in
the year 2029. The Company intends to pay a a sum of 7.50 Lacs (Plus Applicable
Taxes) to M/s G S Syal & Co, Chartered Accountants as
Statutory Audit Fees for the each Financial Year of their tenure. During the year under
review, the Company has paid a sum of 7.50 Lacs as Statutory Audit Fees to M/s
Harish & Co., the Statutory Auditors.
The Auditor's Report does not have any qualification, reservation, adverse remark or
disclaimer by the Statutory Auditors.
b. Secretarial Auditor:
M/s H.K & Associates, Practicing Company Secretaries, were appointed as Secretarial
Auditor for the year 2023-24. The Report of the Secretarial Auditor in form no MR-3 is
annexed to this Report. The Secretarial Audit Report is self explanatory and do not call
for any comments. The Secretarial Audit Report forms part of this report as Annexure 4.
Board Meetings:
During the Financial Year 2023-24, the Board met 4 times on May 01, 2023, July 21,
2023, October 27, 2023 and February 09, 2024.
Board Committees A. Audit Committee
The Audit Committee comprises of the following Directors.
1. Air Vice Marshal Sarvjit Singh Hothi – Chairman, Independent Director
2. Mr. Jasminder Singh Johal – Independent Director
3. Mr. Ajit Singh - Independent Director
4. Mr. Ranbir Singh – Non Independent Director
5. Mr. Rajan Wadhera - Independent Director
B. Nomination and Remuneration Committee
The Nomination and remuneration Committee comprises of the following Directors.
1. Mr. Ashwani Kumar Malhotra – Chairman, Independent Director
2. Mr. Jasminder Singh Johal – Independent Director
3. Mr. Gurdeep Singh – Non Independent Director
C. Stakeholders' Relationship Committee
The Stakeholder Relationship Committee comprises of the following Directors.
1. Mr. Ajit Singh – Chairman, Independent Director
2. Mr. Jasvinder Singh – Non Independent Director
3. Mrs. Pooja Uppal – Independent Director
D. Corporate Social Responsibility Committee
The Corporate Social responsibility Committee comprises of the following Directors
1. Air Vice Marshal Sarvjit Singh Hothi – Chairman, Independent Director
2. Mr. Ashwani Kumar Malhotra – Independent Director
3. Mr. Ranbir Singh – Non Independent Director
E. Risk Management Committee
The Corporate Social responsibility Committee comprises of the following Directors
1. Mr. Ranbir Singh – Non Independent Director
2. Mr. Gurdeep Singh – Non Independent Director
3. Mr. Kulwin Seehra – Non Independent Director
4. Mr. Jasminder Singh Johal – Independent Director
Corporate Governance
A Separate section on Corporate Governance forms an integral part of this Annual Report
of the Company. The Statutory Auditors of the Company have given their certificate
regarding the compliance of the conditions of
Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 and the same
is annexed to the report on Corporate Governance.
Business Responsibility Sustainability Report
In Compliance of regulation 34 of SEBI Listing regulations, the Business Responsibility
Sustainability Report detailing the various initiatives taken by the Company on
environmental, social and governance front is forming part of this Annual Report.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo:
Conservation of energy has been a major area of emphasis of your Company and every
effort is made to achieve the optimumutilisationofenergyincarryingoutthemanufacturing
processes. Particulars with respect to conservation of energy and other areas as per
section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are provided in Annexure 6.
Annual return
In terms of the provisions of section 92(3) of the Companies Act, 2013 read with
Companies (Amendment) Act 2017 and the relevant rules made thereunder, a copy of the
Annual Return as prescribed under Section 92 of the Companies Act, 2013 as amended shall
be made available at the website of the Company www.gnaaxles.in under the investor
relations tab on the website of the Company.
Human Resources/Industrial Relations:
For your Company its Human Resources are its most important assets. It has been the
endeavor of the Company to attract and retain talent. Performance management is the key
word for the Company. The Industrial relations have been peaceful and harmonious in both
the plants of the Company during the year under review. As on March 31, 2024, 1489,
personnel were employed by the Company.
Personnel & Related Information:
The disclosures required under section 197(12) of the Companies Act 2013 and Rule 5(1)
of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure 7 hereto and forms part of this report.
Disclosure under Sexual Harrassement of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place a Prevention of Sexual Harassment policy (POSH) in line with
the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Internal Compliance Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary and trainees) are covered under this policy. The Company has not received any
complaint about sexual harassment during the year 2023-24.
Director's Responsibility Statement:
Pursuant to Section 134 (5) of the Companies Act, 2013, the
Directors of the Company confirm that:
1. In the preparation of the annual accounts, the applicable Accounting Standards have
been followed;
2. Appropriate accounting policies have been selected and applied consistently, and
have made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that period;
3. Proper and sufficientcare has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safe guarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
5. The Board of Director of the Company has laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and were
operating effectively.
6. Devised proper systems to ensure compliance with the provisions of all applicable
laws and those systems were adequate and operating effectively.
General Disclosures:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details of joint venture or associate company.
2. Issue of equity shares with differential rights to dividend, voting or otherwise.
3. Details relating to the deposits covered under Chapter V of the Companies Act 2013.
4. No significant/material orders have been passed by any Regulator/Court /Tribunal
which could impact the going concern status & future operations of the Company.
5. No change in nature of Business of the Company.
Acknowledgement:
Your Directors express their appreciation for the sincere co-operation and assistance
of the Central and state Government authorities, bankers, customers, suppliers and
business associates. Your Directors also wish to place on record their appreciation for
the Committed employees of the Company. They also acknowledge with gratitude, the
encouragement and support extended by our valued shareholders.
For and on Behalf of the Board
Date: July 11, 2024 Gursaran Singh
Place: Mehtiana Executive Chairman