GAJRA BEVEL GEARS LIMITED

38th Annual Report 2012-201 3

Gajra Bevel Gears Limited

f \ Board of Directors Mr. Suiendra Singh : Chairman & Managing Director

Mr. Ranveer Singh : Director Mr. P.S.Raghuvanshi : ~ i 6 c t o r Mr. D.P.Soni : Director

. Auditors 0.T.Gandh1 & Co.

Chartered Accountants 4th Floor, Surya Sadhna Building Malviya Nagar Square, A.B. Road, lndore

Reglstrar and Link lntime India Pvt. Ltd. Transfer Agent C-13. Pannalal Silk Mills Compound.

L.B.S.Marg. Bhandup (Wj Mumbai 400078 Phone: 022 25963838 Email: sarita.mote@link~ntime.co.in

Bankers lDBl Bank Ltd.

Registered Office Industrial Area, A.B.Road and Plant Dewas (M.P.) 455001

Phone : 07272 258493,258494 Fax' 07272 258001 Email: ssg@gajrabevel.com Website: w.gajrabevel.com

Corporate Office 311, Race Course Road, lndore 452003 Phone: 0731 2434327.2433011 Fax: 0731 2432909 Email: ssg@gajrabevel.com

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Gajra Bevel Gears Limited

I

NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the 38th ~ n i u a l General Meeting of the Members of GAJRA BEVEL GEARS LIMITED will be held at the Registered Ofice of the Company at 3-7, Industrial Area, A.B. Road, Dewas. (M.P.) 455001, onTuesday the 31st Day of December, 2013 at 11.30 A.M. to transact the following businesses: .

I. ORDINARYBUSINESSES: '

1. To receive, consider and adopt the Audited Balance Sheet as at 30th June 2013 and the Statement of Profit and Loss and Cash Flow statement for !he year enoea (9 months from 1st O n . 2012 to 30th J ~ n e 2013, on that date ana reportsof the Directorsand Auditors thereon.

2. To aoooint a director in place of Shri Parmal singh'~aghuwanshi. whoietires by rotation and being eligible, offershimselffor re-appointment.

3. To re-appoint MIS. O T Gandhi 8 Co., Chartered Acwuntants(Firm Registration No. 001120C)as the Auditors of the Company until the conclusion of next Annual General Meeting of the Company and authorize the Board to fix their remuneration.

BY ORDERS OFTHE BOARD

Place :Indore SURENDRA SlNGH Dated: 29" August, 2013

CHAIRMAN 8 MANAGING DIRECTOR

NOTE:

for any change ofoan* panlcJ a n or Dan< manaates. s-ch changes are to be aavlsea on y to tne oepos#lor{ pan,ctpantofthe memoen

4. Members are m quested to notify immediately any change ofaddress;

a. to their Depository Participants (DPs) in resped oftheirelectronicshareaccounts; and

b, to the Company and to its Share Transfer Agents in respect oftheirphysicalshare folios. ifany.

a. In case the mailing address on this Annual Report is without the PINCODE, members are requested to kindly inform their PINCODE immediately.

o hon-res.oen1 lno an Snareholaers arereq-esteo to nform ShareTraisferAgents mmea ate y

i) Change in the residential status on return to lndia for permanent settlement.

ii) The particulars of NRE Account with a Bank in lndia. if notfurnishedearlier.

5. Aildocuments referred to in the accompanying notice are open for inspection at the Registered ofice ofthe Company on all wohing days, except Saturdays between ll.OOA.M. to 1.00 P.M.

6. Members who are holding,shares in identical order of namesin more than onefolioarereauested tosend to the Snare Transfer Agent of tne company the aeta s of s-cn lo os logether w In the snare cen6cates far consol aal.nq tnelr nola nqs in one lo lo The snare certificates k i l l be returned to the members after making requisitechanges thereon.

7. Members desirous of obtainlna anv information

I 1 AMEMBEREhTTLEDTOArrEhDAhDVOTE cancerrang Acco~nts ano ~perat lons oithe Company ATTHE MEETING IS ENTITLEDTOAPPOlhTA are reqdestea to aaaress 1he.r qdestlons in wrltlng to PROXY TOATTEhDAND VOTE IhSTEAD OF lne Comoanv at least 7 oars oefore the oate of me I HIMSELF AND THE PROXY NEED NOT BE A Meeting 'so ihat the inforrhation required may be MEMBER. PROXY IN ORDER TO BE made availableat the Meeting. EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS. 8. The Company has connectively from the CDSL 8

BEFORETHE MEETING. NSDLandequity shares ofthecompany may be held in the Electronic form with anv Deoositorv Particioant , .

2 Tne Company's of Reg ster of Members ana (DP) wltn wnom ine members ndestors'hav~n~ he., Share Transfer Boo<s sha I rema ns close0 from Dematacw,nt The IS N No for tne Eq,.ty Snares01 30tn 3ecemoer. 2013 to 3151 Decemoer. 2013 the Company 1s lhE282D01010 .n case of anv (both days inclusive). query/di~culiy in any matter relating thereto may be

3. Members holding shares in electronic form may addressed to the Share Transfer Agents Link lntime

note that bank particulars registered against lndia Pvt. Lld., C-13, Pannalal Silk Mills Compound,

their respective depository accounts will be used L.B.S Marg, Bhandup (W) Mumbai400078.

by the Company for payment of dividend, the 9. As per the provisions of the Companies Act, 1956, Comoanv or its Reaistrar and Transfer Aaent facilitv for makina nom inations is now available to

I cannot a h on any re;-est rece vea olrenly corn ~ D I V DLALS hoa ng shares in the Company Tne tne members ho dtng shares in elenron~c form hom~nat~on Form-2B as prescr~bea by t i e Central I

Gajra Bevel Gears Limited ~

I I /'

Government may be obtained from the Share would also be displayed on the Company's website. ' Transfer Agent or may be down load from the As a member of the Company, you will be furnished. website ofthe Ministry of Corporate Affairr. free ofcost, a primed copy oftheAnnual Reportofthe

10. Pursuant to the provisions of section 205A(5) Company, upon receipt of a requisition from you. We

and 205C of the Companies Act, 1956, the request you to support this initiative and opt for the

Company is not having unpaidlunclaimed electronicmode ofcommunication by submitting your

dividend upto the Fipancial Year 2012-2013 e-mail address to your DP or to the Company's

which require to transfer of unde!ivered shares to Registrar, in the interest ofthe environment.

theseparate escrowaccount as required under STATEMENT REGARDING THE DIRECTORS the Listing Agreement. PROPOSEDFOR RE-APPOINTMENT

H, the SEBl has mandated the submission of PAN SHRl PARMALSINGH RAGHUWANSHI byevery participantinsecurity market, membem Shn Singh Raghuwanshi, the Director of the holding shares in electronic form are therefore. Company aged about 64 years having wide experience requested to lhe PAN to their depository in the field ofbusiness and industry and he hascontributed participant with whom they are maintaining their significantly towards the management company. Demat accounts. Members holding shares in physical form can submit their PAN details to the He is also director of Gajara Investment Pvt. Ltd.. Garha Company's Share Transfer Agent. Link lntime Holdings Pvt. Ltd.. Garha Gears Ltd.. Garha Resort and India Pvt. Ltd , C-13, Pannalal Silk Mills Sports Pvt Ltd, and Garha Ultibrocce Tools Ltd. Looking Compound, L.B.S. Marg, Bhandup (W) Mumbai intotheimmense contribution towardsthemanagement of 400078. the Company by Shri Parmal Singh Raghuwanshi, he is

12. Pursuant to the Clause No. 49 of the Listing prOposedforre-appointment'

Agreement. profile of the Directors proposed for re-appointment being given in a statement containing details of the concerned Directors is attached hereto.

13. GREEN INITIATIVE: The Ministry of Corporate AffairrrMCA"), Governmentoflndia, through its Circular No. t712011 dated ZlstApril, 2011 and CircularNo. 1812011 dated 29thApril. 2011, has allowed companies to send Annual Report comprising of Balance Sheet, Profit 8 Loss Account. Directors' Report, Auditors Report and Explanatory Statement etc., through electronic mode to the registered e-mail address of the members. Keeping in view the underlying theme and the circulars issued by MCA, we propose to send future communications in electronic mode to the e-mail address provided by you to the depositories and made available by them being the registered address. By opting to receive communication through electronic mode you h a v e the b e n e f i t o f r e c e i v i n g t h e communications promptly and avoiding loss in postal transit. Members who hold shares in physical form and desire to receive the documents in electronic mode are requested to please promptly provide their details (name, folio no., e-mail id) to the Registrar and Transfer Agent of the company. Members who hold shares in electronic form are requested to get their details updated with the respective Depositories. The annual report and other communic ations1 documents sent electronically

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C Gajra Bevel Gears Limited

DIRE'CTORS' REPORT AND

MANAGEMENT DISCUSSION AND ANALYSIS

To The Members,

Your Directors presents their 38th Annual Report on the business and operation of the company together with the Audited Balance Sheet B Statement of Profit and Loss for the year ended 30th June, 2013(9monthsfrom1stOct., 2012 to30th June, 2013).

FINANCIAL RESULTS: (Amountin Us.)

Particulars

Sales and income from operation 0 0

Other Income 10800 1456176

Total Income 10800 1456176

Total Expenses 694454 1353091

Operating ProfiV(loss)(PBiDT) (683654) 103085

interest 0 4423212

Depreciatio~. 1798541 2477754

ProfiU(L0ss) before tax (24821 95) (6797881)

ProvisionsforTaxes: 0 0

Net Profiff(Loss)afterlnterest, Depreciation B Tax (24821 95) (6797881)

Accumulated Losses carried t o Balance Sheet (405616618) (403134423)

Reserves 21684362 21684362

Earning per share- Basic (0.26) (0.72)

Diluted (0.26) (0.72)

DIVIDEND: financial institutions and has lo put their efforts to protect the interest and assets of the Company at the various Looking into the containing losses being incurred by courts, tribunal and in the of various cases

lhe and huge accumulated losses Of the reg~stered against the Company. In spite ofthat there were previous financial years. it is not possible for the several workersand staff agitations, availability Board to recommend any dividend forthe year under working capital required to carry on business activities, review (Previous year Nil). was not possible at ail for the management to restart the OVERALL REVIEW AND FUTURE PROSPECTS: manufacturing and businessactivities.

There was no manufacturinghusiness activity during The company has made efforts to reduce its all the the vear ended on 3006.2013 (9 months from 1st administrative and other exDenses to avoid further losses. . ~ ~ ~~~

OA 2012 to 3019 J ~ n e 20131 i h e management of even tnough thasto s~fferossesof RS 24 82 acsodr ng tne company nasro lace the recovery proceed ngsof tne year 2012-2013 ,Pre~ ous year osses Rs67 97 acs) lnlt ate0 by statJtory oooles! author I es, Eanks an0 resu I ng tne accdmd ate0 .osses nas been lncreasea to

Gajra Revel Gears Limited

Rs.4056.17lacsasat30th June, 2013The members are aware that the Company's entire net worth has already been eroded and the Company is continuing havingstatusofSlCKCompany.

The Board of directors of lhe company is continue in making their best efforts to-explore the possibilities for arrangement of working capital to commence manufacturing activities at the plant'and revive the Company. The Company is also in the process to negotiate the terms and conditions for financial arrangements as well as settle the dues of the Banks and financial institutions. Last year, the Company had setlled the duesof SBI by way of OTS. During the year the Company has settled, by way of OTS the loan dues of IDBI, MPAVN and MPSIDC and has made a substantial payment to the respective institutions by the funds made available by AbhimanyuAgro PI?. Ltd. and RaniAgro Pvt. Ltd.

CHANGE INTHE ACCOUNTING YEAR:

Looking into the requirements under the proposed new Companies Act, 21313, Board of directors has change the accounting year from 1st Od, 2012 to 30th June, 2013 in the first step and it will again have another accounting year for the next year from 1st July. 2013 to 31sl March, 2014 thereafler the accounting year would be as per requirement of the Companies Act.

FINANCIAL REVIEW AND STATUS OF SICKNESS UNDER BIFR:

Y O L ~ a rectors report that oased on the Flnancla Statements as at 30th Sept 2008 a reference LIS 15,1, of SlCA (SP) Act, 1985 has been f eo of tne Company with the BlFR and the same has been reaistered as Case no 2712009 on 13th Julv. 2009. ~ h k BlFR v oe 11s oraer of hearlng ie ld on 6th Jan . 2010 dec.arad t l a company as a S~cn nd~straa Company in terms ofsection3(1)(o)ofSlCA(SP)Act, 1985and appointed IDBl as the OperatingAgency.

Since there was no manufacturinglbusiness activity. the management has taken a decision 'NO WORK NO PAY' and therefore no provision for employees remunerations were made in the books of accounts for the year ended 30.062013 (9 months from 1st Oct.. 2012t030th June.2013)

In view of the settlement orocess/litiaations oendina a1 co~r ts and fonms nc p;ov.s,on has oeen made f& ( the nterest on trst1tut13nallbanfl corrowngs b r the year under review as per policy followed in previous years.

DIRECTORS:

The Board consists of executive and non-executive

d rectors lncl~dlng ,ndependent a rectors who nave w de ana var~eo expertenceln odferent dtsctp nes of corporate I functioning.

In terms of Articles of Association of the Company Shri Parmal S~ngh Raghuwanshi is liable to retire by rotation and beina eliaible and offers hlmself for re-aooointment. - - . . Your d rectors propose to pass recessdry resolut.ons 3s set OJI n lhe no! ce oftheAnnLal Genera meehng I AUDITORS AND THEIR REPORT:

Mls O.T. Gandhi 8 Co , Charlered Accountants, (Firm Registration No. 001120C)theStatutoryAuditors retiresat theclose of this Annual General Meeting and is eligible for re-a~oointment. The Company has received inrormation f romlhe~~d~torsthal thelr re-appolntrrent .fmade, wll. oe n accordance w.th the pro\ sons of section 224[1B)of the Conpan,esAn 1953 Tne Aud.! Committee of the Boara I has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval. I Management clarification on the Comments of the Auditors i n their report: I 1. In the matter of Para No6.(a) of the Auditors Reporl

regarding Expenditure of revenue nature incurred on research and development, we submit that as per oolicv of the mmoanv the R 8 D Exoenditure of ;eveiue nature' incurred on research and development of products, whtch are expected to be technically/ commercially viable, is written off over a perlod of five years, starting with the year of commencement of commercial production.

Para No. 6.(bl Reaardina non-disclosure of the ~- ~ - ~ - - ~ ~ ~

nfcrmat.on riiat ng to the Smal Scale 1iddstr.u Unaenafl.ng, we sJcmtt that the Comlany aoes not possess information as to which of its suppliers are ancillarv industrial undertakinas/small scale industrial ~ n d e r l i * ~ n ~ s ho c ng pe;mancnl reg strallon cenlf.cate .ssLea oy the D rectorate of lnd~str es of a State or Un on territory Conseauent~y the i~ab .IW, 11 I anv. of interest which would be ~avable under ' ihe 1 lnterest 3n Delayea Paymenls io Sma I Scale ano Ancillary InoLstr al Unde~afilngsAct-1992, cannotoe I ascertained. However, the Company has not received anv claims in resoect of interest. As stated aoove tne company ooei not possess 1n1orrnat.on as to wll~ch of suppl~crs arc Srna.. Scale lnddstra Underta<.ngs Accora8ngly tne mformatnon regarctnq total outstandina due; i o Small Scale ~ndustriai Unaenamngs a;at tne year erd anc that regaralng the names of Smal, Sca.e Ind-stnal ~ndera6.ngs to whom the Cornpant owes more thai Rs 1 00 laflh and oulstanding foFmore than 30 days has not been compiled and hence notdisclosed by the Company. I

Gajra Bevel Gears Limited

f \ Para No. 6(c) Regarding current year losies + Accounting policies selected were applied along with accumulated losses has ercded cons~stently. Reasonable and prudentjudgmenk and entire net worth of the Company and has made estimates weremade so as to give a true and fair view the wmpany financially sick. A reference of the state of affairs of the company as at 30th June u/s.15(1) of SIC(SP)Act.1985 before the BlFR 2013 (9 months itom 1st Oct., 2012 to 30th June, has already been filed by the wmpany and the 2013)and the Loslofthecompanyforthe yearended same has been registered as case No. 2712009 on that date. On 13th July. 2009' We lhat due lhe + Proper and suffident care has been taken for the financial sickness, there is, no production/ business activity in the company after 31st Oct.. maintenance of edequale accounting records in

2006. In view of no manufacturing1 business accordance with the provisions of Companies Act.

activity in the company through out the year 1956 for safeguarding the assets of the company and

ended on 3009.2008 to 30.06.2013, the for preventing and detecting frauds and other

management of the company is of the opinion irregularities.

"NO WORK NO PAY" and accordingly no + The annual accounts of the company have been provision has been made in the acmunts in prepared on a going concern basis. respect of Salaries. Wages. Allowances and CORPORATE GOVERNANCE^ benefits to the employees of the Company, which otherwise worksout to as follows: The corporate govemlnoe practices and the disclosures

are need based, complied with the statutory and the regulatory requirements of the Companies Act. 1956. together with all the relevant Clauses of the Listing Agreement and all the others applicable laws. The Company's Corporate Governance policies and the practices are also in accordancehith the amended Clause 49 of the listing agreement. A report on the Corporate Governanoe along with the Auditors Cedificate forming part of the Director's report, being annexed herewith.

OF ENERGY, ABSORPTION, PARTICULAR OF EMPLOYEES AND

DEPOSITS: FOREIGNEXCHANGE:

Your Company has not accepted any publicdeposit Information as required under Section 217(l)(e) of the within the meaning of provisions OT section 5~ and Companies Act. 1956 read with the Companies 5~ of the companies AC~, 1956 read with the (Disclosure of padiculan in me Report of the Board of companies ( ~ ~ ~ ~ t ~ ~ ~ of publi it) ~ ~ l ~ ~ , 1975 Directors) Rules 1988 are not applicable to the Company and there is no outstanding deposit due for re- as it has no manufacturing activities and none of the payment. employee were drawing the remuneration in excess the

limit prescribed underthe Rules. COSTCOMPLIANCE REPORT:

MANAGEMENT DISCUSSION AND ANALYSIS The Company is covered under the requirement for REPORT: the filing of the Cost Compliance Report to the Central Government, but since there is no A. F1nanclalArrangaments: businesslmanufacturing activities during the year The company is facing severe financial crunch, in under review, hence no cost records has been view of the heavy financial losses suffered by the maintained by the management. Company. it is facing liquidity crunch and the working DIRECTORS RESPONSIBILITY STATEMENT: of the company has been badly effected and the

manufacturing operations were closed down due to In accordance with the provisions of Section of non availability of the adequate working capital, 217(2AA)ofthe CompaniesAct. 1956. yourdirecton moreover, seizure of the plant by the PF and other statethat: authorities is wntinuing. The Company is a sick + In the preparation of accounts, the applicable industrial company underthe provisions of SICA. The

accounting standards have been followed. BlFR vide hearing held on 6th Jan.. 2010 has appointed lDBl asthe Operating Agency towork out a

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Gajra Bevel Gears Limited

f \ rehabilitation scheme for the Company for its ACKNOWLEDGEMENTS: revival. Your directom would like to express their grateful Your directom are pleased to report that the appreciation for assistance and cooperation received from Company has obtained unsecured loans of Rs. the BIFR and IDBI, Operating Agency appointed by the 2531.04 Lakhs from the associate companies of BIFR, and Membem of the Company for thelr confidence the promoters and frdm that funds it has settled and support to the management of the cwnpany in the the secured loan liabilities of the State Bank of adverse financial conditions and hope that with their India, IDBI, etc. Your directon place on record continuing snd active support, the Company may revive their sincere thanks to the new lenders for their and shall beableto performincoming yeam. confidence in the management of the company.

With the help of the Operating Agency and under the directions of the BIFR as may be issued, the

For 8 On Behalf o f the Board

management of the company is hopeful for its revival. Place: lndore SURENDRASINGH

B. lndustrystructureand developments: Dated: 29th August. 2013 CHAIRMAN 8 MANAGING OIRECTOR Your company was having status as a major player in heavy/medium/light commercial vehicle segment, tractor segment and utility vehicle segment. Since, it has closed down the production activitres, its most of the existing marketing network has been totally disturbed and it has to take effective steps to further establish its products in themarketwhen itwould be ableto resumethe production activities.

C. Riskand Concerns:

Your company was catering the needs of almost allsector of Industry. As thecompany's plants is closed down due to non availability of working capital, seizure of the same by the various authorities and presently the Company is having target tocome out with thesituation with the help of the BIFR and operating agency IDBI. In the present scenario it is very difficult as well as risky for the management of the company to re- establish and compete with the existing players in the market. Moreover, in the changing design and technology in the automobile sectors, the company may needs to modernize its plant with the hugeinvestment. Further that apart from the normal risk, demand-supply conditions, raw material prices, changes in government regulations, tax reglmes, and economic developments within the country and globally may have direct or indirect impact on the operations ofthe Company.

D. Cautionarystatement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable Laws and Regulations.

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Gajra Bevel Gears Limited

f 3 REPORT ONCORPORATE GOVERNANCE (Under Clause49 of the Listing Agreement)

1. COMPANY'S PHILOSOPHY ON CODEOF GOVERNANCE: . Our coroorate aovernance ~olicies recoanise the accountabititv of the Board and the importance of its

I decis~ons to a l i o ~ r constit"enls, .ncludhg customers, ,nvest&s and the regulatory authorilles and to demonstrate that the snareholders are the cause of and u,t~male bene6uar.e~ of our cconomic activ~ties I The functions of the Board and the Executive Management are well defined and are distinct from one another. We have taken a series of steps including the setting up of sub-commitlees of the Board to oversee the functions of Execlnive Management. These sub-committees of the Board, which mainly wnsistsof Non-Executive Directors, meet regularly todischarge their objectives.

2. BOARD OF DIRECTORSANDTHEIR MEETINGS: The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shri Surendra Singh, the Managing Director is overall in charge for the affairs of the Company who exercise his powers and discharge hisduties under the superintendenceand control of the Board of direcfors from time to time.

1 Durina thefinancialvear2012-13 (9 monthsfrom 1st Oct..2012to30th June.2013) theBoard of directors I ( rnet4ilmeson 12th ~ovemoer, 2012.02rld December. 2012.13th Februa~y 2013and 15th May 2013

The composlt~on of tne Board of D~rectors and the11 aneldance at the meet~nas dur~nq the year were as I I follows; -.

Name Category Designation No. of No. of Attendance No. of meetings Meetings of director directorship held Attended director in Chairman1 during the last member of the AGM committee financial In other Year Co.

Shri Surendar Promoter1 . CMD 4 4 Yes 1 Singh ED Shri P. S. INDINED - Director 4 4 Yes 5 -- Raghuvanshi - Shri Ranveer INDINED Director 4 4 Yes 3 Singh Shri D P Soni INDINED Director 4 4 Yes 6

3. AVAllABlLlTYOFlNFORMATlONTOTHE MEMBERSOFTHE BOARD The Board has ~nfenerec and completes access to an) ~nformation wlhin the Company and from any of our employees At meetings of the Board, it welcomes the presence ul concerned employees who can provide additional insights intotheitems being discussed.

The information regularly supplied to the Board includes:

I Minutesof meetings01 audit committee ofthe Company along with Board minutes. General noticesof interest.'

I . Materiallv important litiaations show cause. demand. and rose cut ion and oenaltv notices

I . ~ ~ ~ . - - , - - - -

t~aterially relevant defiull infinanclal oo~,~at~ons ny ihe ̂ ompany Non-compl;ance of any regulatory. statutory or list na reauirements as well as sharenolder serv~ces such

( as nowpayment ofdivibend and delays in share tran;fer.

Gajra Bevel Gears Limited

Tne Board a,so per~od~cally revlews compl~anze repons of a.1 laws appllcab.eto tne Company prepared by tne deslgnatedemployees as *e,l as steps taken :o rectify nstances of non-compliance

4. CODEOFCONDUCT The Board of directors of the Comoanv has laid a code of conduct for directors and the senior management. All directors and designited personnel in the senior management have affirmed compliance w~th the codeforthdyearunderreview.

5. AUDITCOMMITTEE: As a measure of good Corporate Governance and to provide assistance to the Board of directors and to meet the requirement of section 292A of the Companies Act, 1956 and the Clause 49 of the Listing Agreement and in fulfllllng the Board's overall responsibilities, an Audit Committee is functioning consisting of only independent directors. The Audit Committee inter-alia has the following mandate in terms ofthe Clause49ofthe LisIingAgreement:

1. Oversight of company's financial reporting process and the disclosure of the financial information in the annual accounts.

2. To review and discuss with manaaement. internal audit team and external auditors reaardina anv - - . s~gndcant findlng of maler~al nature

3 To cons der and rev~ew tne adequacy of management control system and Internal aud~t f~nct lon ano frequency of iniernal audit process. .

4. To review with Management the quarterly and annual financial statements before submission to the Board focusina orimarilv on anv chanae in accountina oolides and compliance with accountina standards. req~ir'ement~ofslocrkxcnafiges and other legal compliance

5 To rcv~ew Balance Sheet 8 Profit an0 LossAmt.nts to be D aced before tne Boara

1 6 Tocons~der and reu~ewtnefinanc~aland rlsk managementpollcy ofthe Company 7 To cons~der and reu~ew thedefaults, n payment to tne cred~tors. Bank, financ~a. lnst tutlons debenture 1

~olders PF a ~ t h o r ~ t ~ e s ana other departments and reasons thereof 8 Tocons~oerthe dlreclors rasponslb I ty statement to beglven by the Board In the 0 rectors Repon 9 To cons~aer tne matter rehtlny to tne recommendallon for appointment of tne external a~dltors and

fixatson of lnelr aud~t fee a m also approval forpayment of any otler servlces

a) Composition oftheAudilComminee: The Audit Cornminee of thecompany comprises ofthe following independent directors: Shri RanveerSingh : Chairman Shri P S Raghuvanshi : Member Shri 0.P.Soni : Member

b) Meetings of theAudit Committee: During the accounting year 2012-2013 (9 months from 1st Oct.. 2012 to 30th June. 2013) the Audit Committeemet 3timeson 12th November, 2012; 13thFebruary2013and 15th May 2013. The Committee considered and reviewed financial and risk management policy of the Company and defaults, if any in payment to the creditors, Bank. Financial Institutions interest to the Debenture holders and otherstatutorydues and reasons thereof.

6. SHAREHOLDERSGRIEVANCECOMMITTEE: The shareholders Grievances Committee facilitate promot and effective redressal ofthe comolaints of the shareho~ders and reportong tne same to the Board per l ia~cal l~ Tbe Sharenolders ~r levancb Cornthee 1 of tnecompany was const~tutedcompr s.ng oftne fol,owlng independent dlreclors 1

Shri Ranveer Singh : chairman Shri PS Raghuvanshi : Member Shri D P.Soni : Member

C Gajra Bevel Gears Limited

As there no reference was given to the Committee no meeting of the committee was required to be held during theyear 2012-13. 7. REMUNERATIONCOMMITTEE:

a) Composltlonof the RemunerationCommittee: Compos [Ion ofthe Remunerat.on Committee 1s as Lnoer Shri k a n v e e r ~ i n ~ h : Chairman ShriP SRaghuvanshi : Member Shri D.PSoni : Member

b) Meeting and recommendation ofthe remunerationcommittee duringthe year: No meeting of the remuneration committee was held during the year 2012-13 (9 months from 1st Oct., 2012to30th June. 2013).

c) Payrnentof non-executive director6 and composition of the Committee: In view of the financial sickness the Company is not paying any remuneration to the managing . . director as welt assitting fees tonon-executi~ed~rectors f~rattendin~ the various meetings.

8. WHISTLE BLOWER POLICY: ~

We have established a policv for all the em~iovees to report concerns about unethical behavior, actual or s~spected f ra~d . or v~olation'of o ~ r code of ior io~ct oreih4cs policy The mechanism ~ n o e r the sata po, cy also provlaes for adeq~ate safeq~a~ds aqa ns! v ct.mtzat on of employees who ava.1 of the mecnan sm and also provide for direct access to thechairman of the Audit committee in exceptional cases. We further affirm that during the financial year 2012-13, no employee has been denied access to the audit committee. 9,VENUEANDTlMEOFTHE LASTTHREEANNUALGENERALMEETINGS:

Date of Date of Venue Time No. of resolution No. of resolution AGM Adjourned Resolutions passed passed by Postal

AGM other than ordinary Ballot.

Business 31.12.2012 N.A. Registered 11.30A.M Nil

Office at 3-7, Industrial Area,

A.B.Road.

Nil

D E a s (MP) 31.122011 N.A. Do 11.30A.M Nil Nil 31.12.2010 N.A Do 11.30A.M Nil Nil

Tne ~ e s o t ~ t ~ o n s w r e passeo cy show of nanos wltn req, s te ma,or.ty The venJe of me AGM oftne company has been cnosen for 11s central locaton, prom.nb4cc and wpacfty Cha~rman of the Adult Comm Itae and Remuneration Committee hasalso attendedthe Annual General ~ e - e t i n ~ s . 10. DISCLOSURES ONMATERIALLY SIGNIFICANTRELATED PARTY TRANSACTIONS:

1 F ~ l l 01sclos.re of .elated party transacl.ons as per Acco~nt ng Standard-18 ~ s s ~ e d ay the lnst tLle of Chartered Accountants of lndiaare given under Note No. l(xiv) of Notes on AnnualAccounts

2. There has not been any non-compliance by the company aild no penalties or strictures imposedon the company by the Stock Exchange or SEBl or any statutory authority, on any matter related to capital markets, during thelastthree ears

3. There are no materially siqnilcant ;elated party transactions i.e. transactions, material in nature, with its promoters, the directors or the management, or relatives, etc. having potential conflict with the interest ofthe company at large.

4. No penalties or strictures imposed on the company by the Stock Exchange or SEBl or any statutory authority ofthe wpital market on any matterrelatedioiapital markets,duringthelast three years.

11. MEANS OF COMMUNICATION: The UnauditedIAudited Financial Results are published in Free press Journal (English) and in (Hindi), the vernacular newspaper.

Gajra Bevel Gears Limited

12. GENERAL INFORMATION TO SHAREHOLDERS8 INVESTORS (i) Date.TimeandVenueofAnnual

General Meeting : 31.12.2013 At 11.30A.M. atpegd.Off. at 3-7, Industrial Area.Agra-Bombay Road. Dewas(M.P)

(ii) Datesof Book Closure : From30.12.2013to 31.12.2013

(iii) Board meeting for consideration : ZgthAugust, 2013 OfAnnualAccounts

(iv) Posting ofAnnual Reporl : 4th Dec..2013

(v) Last date for receipt of Proxy : 2912.2013

(vi) Listing on Stock Exchanges : The BSE, Mumbai. MPSE The Company is regular in payment of annual listing feeto BSE.

(vii) Scrip Code : 505711 (viii) Demat lSlN No. for CDSL 8 NSDL : INE282D01010

(i) Stock Market Data : Stock Exchange, Mumbai: High and low during each month in the accounting year 2012-13 (9 months from 1st Oct.. 2012 1030th June, 2013).

Month Highest (Rs.) Lowest (Rs.) Total volume ofshares

October. 2012 3.02 2.37 15838

November, 2012

December,2012

January,2013

February. 2013

March. 2013

April, 2013

May,2013

June, 2013

(x) Share Transfer System: Shareholders/lnvestors' Grievance Committee also approves share transfers and meets at frequent intervals. The Company's Share Transfers Agent, Link In-time India Pvt. Ltd. 'process these transfers. Share transfers are registered and returned within a period of 15 days from the date of receipt. if the documents are clear inal l respects In cases where sharesare transierred after sending notiie to the fransferors. In compliance of appl~cable provisions, the perod of transfer is reckoned from the date of expiry of the notice

Gajra Bevel Gears Limited

F ', (xi) Detailsofthepromoter'sshares : 2905271 equity sharesabout 30.9% held by thepromoters,

Under pledge. And out which 306055 shares about 3.25% of the tolal paid up capital has been pledged.

(xii) betails of sharescredited inthe :Therewere no instance for returning the undeliveredshares Suspense account therefore, noshareswerecredited in the escrow aCc0Unt

. as per Clause 5(a) of the Listing Agreement.

(xiii) Status ofthe investorslshareholders complaints (i) Numberof complaints receivedduringtheyear : 7 (ii) Number of complaints solved during the year : 7 (iii) Number of complaints pending at the end of the year : 0

(xiv) DematerialisationlRematerialisation:

The Company's Equity Shares are traded in electronic (demat) form. As on 30th June, 2013, the Company's 66.22.878 shares are held by shareowners in dematerialised form, aggregating 70.45% ofthe Equity Sharecapital. No. ofshares in physical. NSDLand CDSLas on 30th June, 2013areas under:

(a) In physical Form : 2777872

(b) In CDSL : 1059393

(c) In NSDL : 5563485

(xv)Distibutionof Shareowningas on 30th June. 2013:

Shareholding of No. of % of S hare No. o f Share Amount Nominalvalueof Rs Owners holders Shares held (Rs) % to Total

-- ~ .

1-500 6271 83.3910 1030899 10.9660

501-1000 616 8.1910 538837 5.7320

1001 -2000 300 3.9890 479473 5.1000

2001 -3000 105 1.3960 272216 2.8960

3001 -4000 50 0.6650 174779 1.8590

4001 -5000 45 0.5980 213594 2.2720

5001 -10000 72 0.9570 523639 5.5700

10001-Above 6 1 0.8110 6167313 65.6040

Total 7520 100.00 9400750 100.00

\ /

Gajra Bevel Gears Limited

f \ (xvi) Shareholders patternason 30th June,2013:

Sr. Category No. of Holding . No.of %of the Shares % ofshare Shares Shares Held pledged pledged

A PromoterHolding 1 Promoters

Indian Promoters ' (a) Individuals1 HUF ' 2205360 23.46 3,03,805 13.78 (b) Any Other 480255 5.11 2.205 0.47 (c) Body Corporate 219656 2.34 0.00 0.00

Foreign Promoters 2 Persons Acting in Concert

Sub Total 2905271 30.90 306055 10.53 B Non Promoters Holding 3. lntuitionalinvestors (a) Mutual Funds and UTI 550 0.01 0 0 (b) Financial lnstitutions/Banks 2307604 24.55 0 0 (c) Centralistate Government(s) 2200 0.02 0 0

Sub Total 2310354 24.58 0 0 4 Non -Institutions (a) Bodies Corporate 281 593 3.00 0 0 (b) Individuals holding share capital 3034948 32.28 O 0

upto Rs 1 lac (c) Individuals holding share capital 822425 8.75 0 0

in excess of Rs 1 lac 5 Others

(a) Clearing Members 26554 0.28 0 0 (b) Non Resident Indians 19605 0.21 0 0

Sub Total 4185125 44.52 0 0 6 Shares held by custodians -

TOTAL 9400750 100.00 306055 10.53

(xvii) AddressforCommunication : Shareholders should address their correspondence to The Company's Share Transfer A ent Linkintime India Pvt. Ltd. and ma also contact at 8-13 Pannalal Silk Mills Compound, L ~ S Road Bhandup (W) humbai 400078 or at the registered office ofthe Company.

(xviii) Name and Designation of : ShriRanveerSingh,CornplianceOfficer the Compliance Officer

(xix) Plant Location, Head Office8 : IndustrialArea. A.B.Road, Address for correspondence Dewas (M.P.) 455001

PhoneNo.9302103427 Email:gbglindr@rnantrafreenet.com

For 8 On Behalf of the Board

Place: lndore SURENDRASINGH Date:291hAugust, 2013 CHAIRMAN 8 MANAGING DIRECTOR

\ 1

Gajra Bevel Gears Limited

MANAGEMENT RESPONSIBILITY STATEMENT

The Management of Company accepts responsibility for the integrity and objectivity of these financial statements, as well as, for estimates and judgments relating to matters not concluded by the year-end. The management believes that the financial statements reflect fairly the form and substance of transactions and reasonably presents the company's financial condition, and results of operations. To ensure this, the company has installed a Eystem of internal controls, which is reviewed, evaluated and updated on an ongoing basis. Internal auditors have 'conducted periodic audits to provide reasonable assurance those company's established policies and procedures have been followed. However, there are inherent limitations that should be recognised in weighing theassurances provided by any system of internalcontrols.

These financial statements have been audited by MIS 0.T.Gandhi 8 Co., Chartered Accountants, the Statutory Auditors ofthecompany.

Dated: 29th August, 2013 SURENDRASINGH GARHA RANVEERSINGH Place: lndore CHAIRMAN 8 DIRECTOR DIRECTOR8 COMPLIANCE OFFICER

DECLARATION

This is to confirm that all the members of the Board of Directors and the Senior Manaaement oersonnel have affirmed compllance wlth tne Code of Conduct, appl~cable to tnem as l a~d down by ti;e Board of Directors in termsof clause49(1 )(D1(11) of the Llst~na Aareement entered Into wlth tne Stock Exchanaes. for the vear ended 30th June, 2013.

For Gajra Bevel Gears Limited

Place: INDORE Date: 29thAugust. 2013

SURENDRASINGH CHAIRMAN 8 MANAGING DIRECTOR

Gajra Bevel Gears Limited

f \ CERTIFICATE OF STATUTORY AUDITORS

ON CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES

To The Board ofDirectors GajraBevelGears Limited . We have examined the complianceof conditions of Corporate Governance procedures as stipulated in Clause 49 of Listing Agreement entered into by the company with the Stock Exchanges, for the financial year beginning 1st Oct, 2012 and ending on 30th June, 2013.

The Compliance of conditions of Corporate Goverrrance is the responsibility of the management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensurlng the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion onthe financial statements ofthe Company.

We have conducted our review on the basis of the relevant records and documents maintained by the company and furnished lo us for review and the information and explanations given to us by the company. Based on such review, in our opinion, the Corporate Governance Report of the company, referred to above, reflects on a fair basis the status of compliance by the company with the Clause 49 of the Listing Agreement of the Stock Exchanges, relating to Corporale Governance, for the FY 2012-13, no investors grievances were pending fora period exceeding one months against the Company as per the records mentioned by the Share DepartmentlSi-areTransferAgent ofthe Company.

We further slate that such compliance is neither an assurance or as to the future viability of the Company nor theefficiency or effectiveness with which the management hasconducted theaffairs ofthe Company.

For, 0.T.GANDHI 8 Co. CHARTERED ACCOUNTANTS

SAMEEP GANDHI PARTNER

Place: lndore M.No.411107 Date: 29thAugust, 2013 F.R.No.OOll20C

', 1

Gajra Bevel Gears Limited

f \ 0.T.Gandhi 8 Company control relevant to the Company's preparation and fair Chartered Accountants presentation of the financial statements in order to 4th Floor SuiyaSadhna Malviya Nagar design audit procedures that are appropriate in the Square,A.B. Road, lndore (M.P.) circumstances. An audit also includes evaluating the Ph.No: 0731-4020888, Mob: 98934-44444 appropriateness of accounting policies used and the Email: otgindial585@gmail.com reasonableness of the accounting estimates made by . management, as well as evaluating the overall

Independent Aud i to rs Report presentation ofthe financial statements.

THE MEMBERS OF GAJRA BEVEL We believe thatthe audit evidencewe haveobtained is GEARS LIMITED

Report on the Financial Statement. sufficient and appropriate to provide a basis for our

We have audited the accompanying financial statements of MIS Gajra Bevel Gears Limited which comprise the Balance Sheet as at June Opinion 30,2013, and the statement of profit 8 L~~~ In our opinion and to the best of our information and cast, ~l~~ statement for the period ended, a according to the explanations given to us, the financial summary of significant accounting policies Statements give the information required by the Act in other explanatory information. the manner so required and give a true and fare view in p,qanagemenvs ~ ~ ~ ~ ~ ~ ~ i b i i i ~ ~ for the Financial conformity with the accounting principles generally

accepted in lndia: Statement

Management is;esponsibie for the preparation of (a) 1" the case of the Balance Sheet, of the state of these financial statements that give a true and fair affairsofthecompany asatJune30,2013 view of the financial financial (b) In the case of Profit B Loss Account, of the loss of performance and cash flows of the Company in the Company for the Period ended on that date; accordance with the Accounting Standards and referred toin sub-section (3C) ofsection211 ofthe (c) In the Case of the Cash Flow Statement, of the Companies Act. 1956. This responsibility includes cash flowsforthe Period ended on thatdate. the design, implementation and maintenance of internal control relevant to the preparation and ReportonOtherLegalandregulatory Requirement presentation of the financial statements that give a 1. As required by required by the Companies true and fair view and are flee from material (Auditor's Report) Order.2003 ("the Ordef) issued misstatement, whether due to fraud or error. by Central Government of India in terms of sub-

section (4A) of section 227 of the Act, we give in Auditor's Responsibility theAnnexure a statement on the matters specified Our responsibility is to express an opinion on in paragraph4 and5 ofthe Order. these financial statements based on our audit. We conducted our audit in accordance with the 2. As required by section 227(3) of the Act. we report standards on Auditing issued by the Institute of that: Chartered Accountants of India. Those Standards (a) We have obtained all the information and require that we comply with ethical requirements explanations which to the best of our and plan and perform the audit to obtain knowledge and belief were necessary for the reasonable assurance about whether the financial purpose of ourAudit; statements are free from material misstatement. (b) In our opinion, proper books of account as

required by law have been kept by the An audit involves performing procedures to obtain Company so far as appears from our audit evidence about the amountsand disclosures examination of those books; in the financial statements. The procedures (c) The Balance Sheet, Statement of Profit and selected depend on the auditor's judgment, Loss Account and Cash Flow Statement dealt including the assessment of the risks of material with by this report are in agreement with the misstatement of financial statements, whether booksof Accounts; due to fraud or error. In making those risk (d) In our opinion. Balance Sheet. Statement of assessments, the auditor considers internal Profit and Loss Account and Cash Flow

\ 1

Gajra Bevel Gears Limited

/ \ Statement comply with the accounting MPSIDC and negotiations are in process with standards referred to in Sub-section the other secured creditors for OTS. The 3(C) of sec-211 of CompaniesAct.1956; Company has paid in full of OTS amount to and SBI and hasalso made substantial paymentto

(0) On the basis of written representation lDBl ,MPAVN and MPSlDCtowardstheOTS. received from the directors as on June 30. 2013and taken on record by by the Subject to above, in our opinion and to the Board,of Director:, none of the directors best of information and according to the is disqualified as on June 30.2013 from explanation given to us, the said accounts being appointed as the dirdctors in t e n s read with the notes there on, give the of se~274(1) (g) of the Companies Act. information required by the Companies Act, 1956; 1956, in the manner so required and give a

true and fair view in conformity with the Attention is invited to the following: accounting principles generally accepted in

a. As stated in Note No.1 (iii), expenditure India. of revenue nature incurred on Research and Development and Technical know- I. In the case of the Balance Sheet, of the how fees/expenses on exhibition of state of affairs of the company as at 30th proto-type of products which are. June 201 3 according to the company, expected to be technically /commercially viable, is II In the case of the Profit 8 Loss Account, of written off over a period of five years. This the Loss for the Period ended on that is generally accepted accounting method date. and necessarily involves technicall c o m m e r c i a l e s t i m a t e s by t h e management pertaining to future period. on which we have relied upon.

b. Note NP. 1 (xv) regarding non-disclosure O.T. Gandhi B Co. Chartered Accountants of the information relating to Small Scale Firm Registration Number: 001120C Industrial Undertaking. By the hand o f

c. As stated in Note No. 1 (xviii) accumulated losses have eroded entire net worth ofthe Company and have made the company financially sick. Based on the Audited Balance Sheet as on Sameep Gandhi (Partner)

30.09.2008 a reference u/s15 (1) of SIC M.No.411107 (SP)Act. 1985 has been filed by company Place - lndore with the BlFR and the same has been Date:- 29th August 2013 registered as case no. 27/2009 on 30.07.2009. the BlFR vide its order of hearing held on 06.01.2010 declared the company a S ICK INDUSTRIAL COMPANY in terms of section 3(1) (0) of Sick Industrial Companies (Special Provisions)Act. 1985 and appointed lDBl as the operating agency (OA). As informed by the management, there is no manufacturingIbusiness activity in the company after 31.10.2006. The management of the company is making positive efforts for rehabilitation of the company and in course of that, has already done the OTS of loan accountsof State Bank of India .IDBI.MPAVN and

\ 1

Gajra Bevel Gears Limited

f \ 0.T.Gandhi B Company Rs.2531.04 Lacs and the year-end balance Chartered Accountants of loans taken from such parties was 4th Floor Surya Sadhna Malviya Nagar Rs.2531.W LacsSubject to note no. (xx) of Square,A.B. Road, lndore (M.P.) note -1. In our opinion, the terms and Ph.No: 0731-4020888. Mob: 9893444444 conditions on which loans have been taken Email: otgindial585@gmail.com from the companies are not, prima facie.

prejudicial to theinterest ofthe company. ANNEXURE TO THE AUDITOR'S REPORT 4. There is no manufacturing and business activity . In the Company after 31st OdobeV 2006 and

(Referred to in paragraph 1 wder 'Report on Other also due to the seizer of factory premises of the Legal and Regulatory Requirements' section of our Company by the Provident Fund Authorities report of even date) there was no need to commensurate any 1. (a) The company has maintained 'proper internal control procedure for the purchase of

records showing full particulars including inventory and fixed assets and for the sale of quantitative details and situation of fixed goods. During the course of audit, we have assets. observed that there has not been any purchase

(b) Due to seizer of the premises by the of inventory and fixed assets and sale of goods Provident Fund Authorities, fixed assets of during the year. the Company could not be physically 5 (a) In our opinion and according to the verified by the management of the information and explanations given to us, Company duringthe yearand therefore, we transactions that need to be entered into a are unable to express our opinion in this register in pursuance of section 301 of the regard. Companies Act. 1956 have been so

c) As reparted by the management . no entered substantial part of fixed assets has (b) In our opinion and according to the been disposed off during the period. information and explanations given to us,

2. (a) The inventories in resped of the stocks held these transactions have been made at could not be physically verified by the prices, which are reasonable having regard management during the period due to the to prevailing market price at the relevant seizer of the factory premises by the time. Provident Fund Authorities. 6. In our opinion and according to information and

(b) The records of inventory maintained by the explanation given to us the company has not Company up to the date of seizer of factory accepted any deposit from the public within the premises by the Provident Fund Authorities meaning of section 58A and 5 8 M of the remained unchanged during the period and CompaniesAct, 1956 during the period. management of the Company is of the 7. The company has system of internal audit opinion that no discrepancies have took commensurate with size and the nature of the place between the physical stock and book business. records. In this respect we have relied upon 8. We have broadly reviewed the books of account the undertaking given by the management maintained by the company pursuant to the ofthecompany. Rules made by the Central Govt. for the

3. (a) The company has not granted any loan. maintenance of cost records under section secured or unsecured to companies, firms 209(1) (d) of the Act. We are of the opinion that or parties covered in the register prima faciethe prescribed accountsand records maintained under section 301 of the are not required10 be maintained. CompaniesAct. 1956. 9. (a) Owing to the financial sickness, the

(b) The company had taken loan from 2 Company has been irregular in depositing companies covered in the register with the appropriate authorities even the maintained under section 301 of the undisputed statutory dues like EPF Companies Act. 1956. The maximum contr ibut ion, ES lC contr ibut ion, amount involved during the year was Commercial Tax, Income Tax, Professional

Tax. Excise Duty elc.

\ J

Gaku Bevel Gears Limited

fNatureof Dues Amount (Rs. In Lacs) t Provident Fund Contribution 167.02

I (Netof Payment) As per Demand note dated E.S.I.C Contribution 62.50 Commercial1 SalesTaxl Central Tax 84.86 SalesTad Entry ProfessionalTaq 12.36 Income Tax Demand1 FBThDS reconciliation)(Subject to 192 51 Excise Duty 48.51

(b) According to the information and explanation given to us, the undisputed

I amounts, which have already been provided in the accounts payable in respect of Income-tax, commercial tax, provident fund. ESlC etc. were in arrears, at the last due of financial year concerned for a period of more than 6 month from the date they became payable.

1 (c) ~ssesseb demands of commercial tax, against which no appeals I revisions have

I been preferred by the company so far and have also not been accounted for as liab I tv areas under: / -which it Assessed Demand Dateof Order-

relates [hs. In Lacs) 2003-04 80.63 10.12.2010 2004-05 68.09 10.12.2010

(d Demands on account of ex-parte assessment orders passed by Commercial- tax Authorities of branches have not been acknowledged by the company due to Closer of its branches and also not ascertainable as the same has not been Communicated to the management.

(e) Contingent Liabilities on account of ex- parte assessment orders which have been set aside by the revision orders and subject to re-assessments of which the ex-parte orders demands have been as under Yearto which it Set aside demand relates (Rs. In Lacs) 2005-06 267.81 2006-07 205.35

T h e net worth of the company has already been eroded during the year ended on 30.09.2005 and there were further cash losses incurred by the company during the years ended on 30.09.2006 lo 30.09.2012 and in the period covered by ouraudit. As per therecords of the company and based on

our audit procedures, during the year, the company has in most of the cases defaulted in payment of dues to Financial Institutions. Such defaults are of a period exceeding 180 days. Refer sub note No. xix of Note - 1 in respect of charge of interest for the period covered by our audii Since company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities, paragraph 4(xii) of the Order is not applicable. The wmpany is not carrying business of chit fund for Nidhil Mutual benefit fund i society. Therefore the provision of clause 4 (xiii) of the orders not appi~ca~le to the company The Compan ts notdeallngor tradtng m shares sec~r1t.e~ de 6 enturesandother ~ n v e s t m ~ n t s

~ . ~ ~

paragraph4 (xiv) of the Order is not applicao,e. Accord~ng to the lnformat~on and explanation gtven to JS, the company has not g.ven any guarantee for loans taren Dy otners from the banks and financial institutions. paraoraph 4(xv) . - ofthe Order is not applicable In our opinion. theierm Loantaken in past have been used for the purpose for which they were raised. According to the information and explanation given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, wereportthatfunds raised on short- term basis have not been used for long term investment. No lona-term funds have been used ~ - ~~- ~-~~

to finance short-te;m assets except permanent working capital. The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained undersection 301 ofthecompanies Act. 1956. Since the company has ' not issued any debentures during the year to raise the funds, paragraph 4(xix) ofthe Order is notapplicable. Since the company has not raised any fund by public Issue (s) during the year, paragraph4(u) ofthe Order is not applicable. Based on the audit procedure performed and the information and explanation given by the managementwe report that no fraud on or by the company has been noticed or reported during the course ofour audit.

O.T. Gandhi 8 Co. Chartered Accountants .~ ~ - - - ~-

~ i rm~egis t ra t ion Number: 001120C By the hand of

Sameep Gandhi (Partner) M.NO.411107

Place - lndore Date:. 29th August 2013

Gajra Bevel Gears Limited

T

Balance Sheet as at 30th June 2013

Notes Equity and Liabilities

Shareholders'funds - (a) Share capital (b) Reserves and surplus

Non-current liabilities (a) Secured Loans (b) Unsecured Loans (c) Long-term provisions

Current liabilities (a) Short-term provisions (b)Trade payable

TOTAL

Assets

Noncurrent assets (a) Fixed assek

(i)Tangible assets (ii) Intangible assets

(b) Investments (c) Capital Workin Progress and advance against

Capital expenditure

Current assets (a) Inventories (b) Trade receivables (c) Cash and cash equivalents (d) LoansandAdvances

TOTAL

Significantaccounting policies and notes toaccounts

As perourRepor!annexed O.T. Gandhi &Co.,CharteredAccountants By the handsof

SameepGandhi Partner M N0.411107 lndore

30 June 201 3 In f

30 September2012 In?

1-21

For and on behalf of Board of Directors

SURENDRASINGH

Gajra Bevel Gears Limited

/ Statement of profit and loss for the year ended 30th June, 2013 \

- Notes 30 Ju?e2013 30September2012

Particulars In? In ?

Income Revenue From Operations Other income . 16 10,800.00 1,456,176.00 Total Revenue(1) 10.800.00 1.456.176.00

Expenses Cost of material consumed 17 (Increase)lDecrease in Stock 18 Other expenses 19 694.453.74 1,353,091.15 Total (11) 694.453.f4 1.353.091.15

Earnings before interest, tax, depreciationand amortisation (EBITDA)(I)-(11) (683,653.74) 103,084.85 Finance Cost 4,423.212.00 Depreciation and Amortization expense 20 1,798,541.00 2,477,754.00 Profit before tax (2,482,194.74) (6,797,881 .Is)

Taxexpense (1) Currenttax (2) Deferred tax

Total Tax Expense

Profitforthe period j2.482.194.74) {6.797.88l.l5)

Earnings per equity share 21 (0.26) (0.72)

Significantaccounting policles and notes toaccounts 1-21

As perour Report annexed For and on behalfoiBoard of Directors O.T. Gandhi &Co.,Chartered Accountants By the handsof SURENDRASINGH

SameepGandhi RANVEERSINGH Partner M.No.411107 lndore

Dt.29August2013

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t Gajra Bevel Gears Limited

I

CASH FLOW STATEMENT FOR THE YEAD ENDED 30th June 2013 30.06.2013 30.09.20.12

(12 Months) (12 Months) CASH FLOW FROMOPERATING ACTIVITIES Profit(Loss) before tax and extraordinary items (2482194.74) (6797881.15) Adjustmentfor:

-Depreciation 1798541 .OO 2477754.00 -Interest Expenses 4423212.00 -Interest Waiver (1279738.00) -Interest Income H76438.001 .. -. .

-Dividend lncome Operating profit before working capital change Increasel(decrease) in Short Temr Provisions Increasel(decrease) in Trade Receivables. Increasel(decrease) in Trade Payables Cash generated from (used in) Operation : Direct Taxes Paid (net of Refund) Net Cash Flow from/(used in) Operating activity

Cash flow from investing activities lnterst lncome Dividend lncome NetCash Flow from /(used in) Investing activity CASH FROM FlYANClNGACTlVlTlES Proceedsfrom loan Repayment ofloan Finance Cost

NetCash Flowfrom/(used in) infinancingactivity NET (Increase)/ Decrease IN CASH ANDCASH EQUIVALANTS (A+ B+C) (904750.00) (1434337.00) Cash and cash equivalentat beginning of year 1003883600 11473173.00 Cash andcash equivalentatendofthe year Note: 1) INCLUDE JOURNALENTRIES OF THEIRSISTERCONCERN EITHER PAID ON BEHALF OR OTHERWISE 2) Previous year figure have been rearrangedlregrouped wherever necessary.

As per our report attached For and on behalf of Board of Directors 0.T.GANDHI B CO., Chartered Accountants GAJRA BEVEL GEARS LTD. By the hands of

SAMEEPGANDHI PARTNER M.NO.411107

INDORE Dated :29thAugust'2013

SURENDRASINGH

RANVEERSINGH

Gnjra Bevel Gears Limited

f \ Notesto financialstatements forthe period ended 30th June 2013

I. Significantof Accounting Polices: The financial statements are prepared under the historical cost convention, on the accrual basis of accounting and in accordance with the standards on accounting issukd by the Institute of Chartered Accountants of India and referred to in Section 211 (3C) of the Companies Act. 1956. The significant accounting policies are as follows:

(i) Estimates: The preparation offinancial statements in conformity with Indian GAAP requires the management to make judgment, estimates i n d assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assuinptions and estimates could result in the outcomes requiring a material adjustment tothe carrying amounts ofassetsor liabilities in future periods.

(ii) Tangible Fixed Assets: Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing cost if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

Depreciaiion on tangible fixed assets is calculated on straight-line basis using the rates arrived at based on the useful lives estimated by the management, orthose prescribed underthe scheduleXIV tothe CompaniesAct, 1956, whicheveris higher.

(iii) Intangible Fixed Assets: Intangible assets are amortized on a straight line basis over the estimated useful economic life. The company uses a rebuttable presumption that the useful life of an intangible asset will not exceed five years from the date when the asset is available for use. If the persuasive evidence existence to the affect that useful life of an intangible asset exceed five years, the company amortizes the intangible asset overthe best estimate of its useful life.

The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from the previous estimates, the amortization period is changed accordingly.

Research and Development: Amortization ofthe asset beginswhen development is completeand theasset is available for use. It is amortized on a straight-line basis over the period of expected future benefit from the related project, i.e.. the estimated useful life of five years. Amortization is reorganized in the statement of profit and loss. Expenditure of capital nature isadded to the fixed assets. Expenditure of deferred revenue nature incurred on Research and development of products which are expected to be technicallylcommercially viable are written off over a period of 5 years from the year of commencement of its commercial production. As certified by the company Rs 12870591- on account ofamortization of such expenditure have been charged to profit and loss account

\ 1

Gajra Bevel Gears Limited e

Technical Know-howlExhibition Expenses: Technical Know-how fees1 expenses on~xhibit ion of proto-type of a product under development which is expected to be technically1 commerciaily viable will be yritten off over a period of five years from theyear of commencemenlof itscommercial production.

I (iv) Investments: Investments, which are readily realizable and indented to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other I

I investments are classified aslong term investments. I

) (v) Inventories: lnventoriesare valuedat the lower of cost and net reieasablevaiue except in the case of tools in stores I

t

9

and spares whicharevaluedatcost and tools in tool cribwhich arevalued at the book value. Thecost of purchase materialisdetermined on theFlFOmethod.

On initial recognilion, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition chargesas brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued

I Work-in-progress and manufacturing goods are valued at lower of cost and net realizable value. Cost includes d~rect materials and labor and a proportion of manufacturlna overheads based on normal I operating capacity. Cost of finished goods includes excise duty.

-

The cost a: tools in tool crib is amortized over useful life of tools. Consumables are charged to the statement of profit and loss in the year of purchase. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costsof completion and estimated costs necessary to make the sale.

(vi) Revenue Recognition: There nasnot Deen any saleof gooasana serv cesdLr ng tne per oa Altho-gh re1enJe.s recogn~zed to tne extent that .s promo e that the econom.c benefilz w I flow to tne companv and tne revenJe can be reiiabiv measured. The foilowina specific recoanition criteria must also'be ;net before revenue is

Sale of Goods: .. .. - -

~ e v e n ~ e from sale of gooos IS reccgnlzea wner all tne s.gnlfcant r sks and rewaras o' 0wne.sh.p cf thegoods have been Fassea lo tne b~ye r . LsLa, y on ael veryof lrle yoodb Tne company collects me sales tax ana VAT on benalf of the government ana tnerefore, lnese are nor econ0m.c benefts flowing to the company. Hence, they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the period.

Income from Services: Redcn~es from maintenance contracts are recogn zea pro-rata over tne per~od of tne contract as and wnen selvlces are renderec Tne company co ecls serv.La lax on benalf of t i c government and. therefore 11 1s notan economlc benef.1 flow ng totne company rlence. lt 1s excl~ded from revenLe I Dividends: Dividend income is recognized when the company's right to receive dividend is established by the reporting date.

(vii) Retirement and other employee benefits: Retirement benefit in the form of provident fund is a defined contribution scheme. Thecontribution to the provided fund is charged to the statement of profit and loss forthe period when the contributions are due. Owing to the financial sickness, the Company has been irregular in depositing the provided contribution with the appropriate authorities

\

Gajra Bevel Gears Limited

/ \

The company operates gratuity ptan for the benefit of its employees. The cost of providing benefit under gratuity is determined on the basis of actuarial valuation at ea5h year end. Actuarial gains and lossesfor gratuity plan are recognized in full in the period in which they occur in the statement of profit and loss. Accumulated leave, which isexpected to be utilized within the next 12 months, is treated as short-term employee benefit. The company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. he company treats its accumulated leave expected to be carried forward beyond 12 months, as long term employee benefit for measurement purpose. Such long term compensated absences are providedfor based on the actuarial valuation using the projected unit credit method at the year end.

(viii) Earnings per share: Basic earnings per share are calculated by dividin the net profit or loss for the period attributable to equity shareholders (after deducting preference Wvidends and attributable taxes) by the weighted average no. of equity shares outstanding during the period. The weighted average no, of equity shares outstanding during the period is adjusted for events such as borus issue, bonus element in a right issue, share split, and reserve share split (consolidation of shares) that have changed the no, of equity shares outstanding, withouta corresponding change in resources.

For the purpose of calculating diluted EPS, the net profit or loss for the period attributable to equity shareholders and the weighted average no. of shares outstanding during the period are adjusted for theeffects of all dilutive potential equity shares.

Earning per Share Particular 30.06.2013 30.09.2012 Net profit available for equity shareholders (24821 95) (6797881) BasicanoDiluted EPSoffacevalueof Rs. 101-each (0.26) (0.72)

(ix) Provisions: A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date adjusted to reflect the current best estimates.

(x) ContingentLiability: A contingent Liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses itsexistence in the financial statements.

(Rs. in lacs) a) Claim6 againstthecompany not acknowledgedasdebt in respectof: 30.06.2013 30.08.2012

Assessed demand of CommercialTax 0fA.Y 2003-04 8 2004-05 148.72 148.72 Sel aside demand ofComrnercialTax ofA.Y.2005-068 2006-07 473.16 473.16 Assesseddernand oflnmmeTax(Sub~ecttoalready recovered by the Department) 151.67 151.67 Other 4.01 4.01 In respedofamountdlnterest liabililylpenaityondelayedl Amount Amount nonpayrnentlnonand latedeductionof statutorydues unascertainable unascertainable

\ 1

Gnjra Bevel Gears Limited

1 The Comoanv does not oossess information as to which of suooliers are Small Scale Industrial 1 I ~ndertakin~s:~ccordin~ly. the information regarding total outstaiding dues to Small Scale Industrial I

Undertakinas as at thevear end and that reaardina the namesof Small Scale Industrial undertakinas to w h o m t h e ~ o m ~ a n ~ owes more than ~ s . i . 0 0 iakh and ~uts tanain~formore than 30 days has &I been compiled and hence not disclosed by the Company.

(xvi) The writ petition filed by the Company and admitted by the Honorable High Court, Mumbai for the payment of minipum remuneration of Rs.1,27,307/- to the Late Managing Director for the period 01.04.1979 to 30.09.198! (being the date of expiry of the terms of appointment of the Managing Director) has not come up for hearing. The Company has applied forthe approval of the Department of Company Affairs, Ministry of Law, Justice and Company Affairs, for the re-appointment of the Managing Director for the period from 01.10.1981 to 30.09.1986, on the terms and conditions approved by the shareholders in the General Meeting of the Company. The total remuneration of Rs.6,05,207 forthe periodfrom01.04.1979 to 30.09.1986 has not been paid.

In view of financial sickness of the company, the provision for the managerial remuneration to managing director has not been made in the accounts for the year ended 30.09.2007 to 30.09.2012 and forthe period ended on 30.06.201 3 .Which otherwise works out toas follows:

(Amount in Rs.) Particular 30.06.2013 30.09.2012 30.09.2011 30.09.2010 30.09.2009 30.09.2008 30.09.2007 Salary 360000 480000 480000 480000 480000 480000 480000 Contribution to 47075 62766 62766 62766 62766 62766 62766 PF8 provision fol gratuity Perquisites 180000 240000 240000 240000 240000 240000 240000

(xvii) Loars and Advance includes amounts due from private limited company in which some of the Directors are members Rs.41252. Maximum amount due at any time during the yearfrom the said company is Rs.41252.

(xviii) The net worth of the Company has been eroded on account of the losses of year ended on 30.09.08. Based on the ABS as on 30.09.08 the comoanv has filed the reference Uls 15(1) of SIC (SP)Act 1985 before BIFR and thesame has been reg sierea ascase No 2712009on 13'0; 2009 The BIFR vlde .ssoraer of near na he a on 06 01 201 1 aec.ared tne Comoanv a SICK NDJSTRIAL C O M P A ~ Y in terms of sect on $1) (0) of s CK nd~slrial Compan es (spec A Prov sons) ~ c t 1985 an0 aooolnteo IDB as tne 0oerat.naAaencv (OAl Tne Ooerauna Aaencv is in orocess to form^ ate , . . - - , a rehab, ltat on scneme for revival oi lne Company ~ e a n t ~ m e tne promoters'of the Company are out1 na best of the r efforts for One Tme Setllement lOTSI of loans from the SecJred Lenders ana havesucceeded in OTS with SBI. IDBI,MPAVN and MPSIDC.

(xix) Being the company under BIFR, interest on the loans from financial institutions has not been providedfor in theaccounts for the years ended 30.09.2007 to 30.06.2013 which otherwise works out to asfollows:

IAmoont in R s I . . . . - - . , . . . . . . - . Nature of loan 30.06.2013 30.09.2012 30.09.2011 30.09.2010 30.09.2009 30.09.2008 30.09.2007 IDBI Loans* 5435713 7247618 7247618 724761 8 7247618 7247618 7247618 MPSIDC(ICD)Loan'2516749 3355665 3355665 3355665 3355665 3355665 3355665 MPFC Loan 8794920 11726560 11726560 11726560 11726560 11726560 11726560 Total 16747382 22329843 22329843 22329843 22329843 22329843 22329843

Gajra Bevel Gears Limited

'Considered dueto full 8 final payment ofOTSAmount is stlll pending. (xx) The unsecured loans are received from the companies of the promoten group to start theoperation 01

the company. 1 The interest rate on the said loans are not decided yet and hence no provisions for any interest payable. lf any, is made in theaccounts I

I (xxi)(ln view of no manufacturing I businessactivity in the company through out the years ended on 30.09.2009 to 30.06.2013. the management of the company is of the opinion "NO WORK NO PAY" and accordingly no orovision has been made in the accounts in resoect of Salaries. Wages. Allowances and benefits to the 1 'emp~o~eesofthe Company, whlch olhemise workioutto as

- follows

(Amount in Rs.1 ~~~~~~-~~ ~~~~

Partlculan 30.06.2013 30.09.2012 30.09.2011 30.09.2010 30.09.2009

Salariesand wages 5941913 7922551 7922551 7922551 7922551

Dearness allowances 10061196 13414928 13414928 13414928 13414928

Olher allowances 4097494 5463326 13414928 13414928 13414928

Contribution to PF 2260741 3014321 3014321 3014321 3014321

Contribution to ESlC 1162786 1550381 1550381 1550381 1550381

Tdal 235241 30 31365507 31365507 31365507 31365507

(xxii) Mwsurementof EBITDA: As permilled by the guidance note on the Revised ScheduleVi tothe CornpaniesAd. 1956, thecompany has eleded to present earnings before interest, tax, depreciation and amortization (EOITDA) as a separate line ilem on the face of the statement of the profit and loss. The company measures EBITDA on the basis of profitl(loss) from continuing operations. In its measurement, the compainy does not includedepreciation and amortization expenses, finance costs and tax expense. I

(xxiii) Previous year figures have been regroupedand rearranged wherever nzcessary. I l r r i v l Chanoe in Accountina Year I . ~ - . ~ ~ , - - -. . . . . -. . .. - -. .

Dur~ng tne year unoer revlew the Company has cnangea ts accounting yedr f:an! 12 il;antl,s lo L monlns as.ltlng the present account ng e for 9 rnontns only ccmmencing lrom 1st O d ' ?2 to 20th ?une'l3 an0 I thereforefgureofprevious yearare notcomparable. I

Ghjra Bevel Gears Limited

c

NOTES FORMING PART OF BALANCE SHEET

7

Note -2: Sharecapital

Share Capital 30 June 2013 30 September2012 Number In 7 Number In 7

Authorioed . 13000000 Equity Shares of Rs. 101- each 13.000.000 130,000.000.00 13,000,000 130.000.000.M)

!ssw! 9400750 Equity Shares of 101- each 9,400,750 ,94,007,500.00 9,400,750 94,007,500.00 Add: Forefeited ShareAmount 34,079.00 34,079.00

9.400.75Q 94.041.579.00 9.400.750 94,041.579.00

Subscribed 8 fullv Paid UP Equity Shares of 101- each 9,400,750 94,007,500.00 9,400,750 94.007.500.00 Add: Forefeited Share Amount 34,079.00 34.079.M)

Total 9,400.75L Q4.041.579.00 400 ,750 94.041.579.M)

Reconciliation otthe Shares outstanding at the beainnina and at the end of the reuortina oeriod

Eauitv Shares

Particulars 30 June 2013 3OSeptember2012 Number In 7 Number In t

Shares outstanding at the beginning of the year9.400,750 94,007,500.00 9.400.750 94,007,500.00 Shares Issued during the year Shares bought back during the year Shares outstanding at the end of the year 9.400.750 Q4.007,500.00 9,400,750 94.007.500.00

Details Of k&&Sbres held bv Shares holders holdina more than 5% of the Aaareaate Shares ofthe Com~any

Eauitv Shares

Name of Shareholder 30 June2013 30 September2012 No. of shares held % of Holdina No. of shares held% of Holding

Surendra Singh Garah lDBl Bank Ltd.

Gajra Bevel Gears Limited

I NOTES FORMING PART OF BALANCE SHEET Note - 3 : Reserve &surplus

I Reserves & Surpl-

Total

Note-4 :Secured Loans

Secured Loans

IDBI -EFTUWCTUFITL

1 I I

3

- -

I lFCl -TUFITL I Interest free sales tax loan from-MPAVN Ltd I MPFC-WCTUF1TL I MPSIDC(ICD)

A) Share Premium @Profit 8 Loss account . As per last Balanre Sheet Additionduringthe year , C) Capital Reserve D) Capitalsubsidy E) Debenture Redemption Reserve

Debentures Total

30 June2013 In?

4.758.450.00

30 September 2012 In? Ti75m50m

a) Deoenrures are secured by way of hypothewtlon of the company s all movable propertles botn present and future These oebentures are also secdred by way of firsf charge on the present and f u t~ re ~mmovable propertles of the company by a lo nt equ~table mortaqaged oy oeposlt of f~tle deeds In vlew of IheOTS wdh IDBI, there ~ s a poss Dlllly of wa~ver of interest on lDBl -0ansand therefore, no Interest has been provided for the nerimd under consideration ondebenture issued to IDBI.

I b) IDBI-EFTLNYCTUFI~L~~~ IFCI-TUFITLabove are secured by a joint equitable mortgaged by deposit of I title deedsof immovable properties of the Companv and also bv wav ol hvpothecation of all movableasset I of company(sa~e and exciptbook debts) both pre;ent and fd l~ ie . firthe;' lem 3(c) above isalso Secdred I Dy excl~sive hypothecat~on of whole plant and mach nary acqd~red by this loan.

C) IDB has w e n mnsert for OTS of their ,oans at an amount of Rs. 345 Lacs \ide teller dated 05 02.2013 gNlng t h e wai~er of Interest ~ ~ b l e d to f u l and final payment 01 0 T S amount as I and final pafrnent of OTS amo~nt is still peno~ng and therefore no entry has been passedforlhe ~a i ve r of I interest received under the OTS.

d) Interest free sales tax loan from-MPAVN Ltd 1s secured by way of secnnd charged on movable and immovable propertiesof the company.

e) MPFC-WCTUFITL and MPSIDC(ICD) are secured by way of hypothecation of all movable assets of the cumpanY(save and except book debt) bolh present and future.

I 9 Secured bans shown in above as IDBI-EFTL/WCTUFITL,IFCI-TUFITLJnterest free sales tax loan from- , MPAVN Ltd,MPFC-WCTUFITL, MPSIDC(ICD) and Debentures have been personaly guaranteed by the , promoterdirectorsofthe cumoanv.

g) Termloans are shown ~nclt,si~eoi~nterest accruedthereon upto the year ended on 33-09-2006. t h) Loans horn MPAKVY and MPSIDC have alx, been settled in Lok Adalat held on 19 11 2011 at Bhooal !n

I total at Rs. 198 Lacs against which the Company has already paid the agreed amount but due lo &me deviation in the decision of MPSIDC dispute regarding payment of Rs.lS.80 Lacs Is still pending and thereforeno entry has beenpassedforthe waiver received under theOTS.

~ a j r a Bevel Gears Limited

f \ Note- 5 : Unsecured Loans

Unsecured Loans 30 JuneP013 30September2012 In? In ?

Rani Agro Pvt. Ltd. 32,355,272.03 4,091.774.03

AbhimanyuAgroPvt. Ltd. 220.748.661.62 220,148.661.62 . Total 253.103.933.65 224.240.435.65

Note-6 Long-term provision

Gratuity payable 17,424,235.00 17,424,235.00

Leaveencashment payable 1.461.376.00 1,461,376.00 Total 18.885.611 .OO 18,885,611.00

Note-7Short-term provision

Audit fees payable account 25,000.00 25.000.00

Fringe benefiitaxSTDS 92.423.00 92.423.00

DlC Lease payable 1,500.00

TDS on security charges 7,059.00 7,196.00

Professional tax payble 5.000.00 2.500.00

Rent payable 12,420.00 12.420.00

TDS on Professional Fees 15,000.00

Total 156.902.00 141.039.00

Note-8 Trade payable Trade payable

Sundry creditor 76,209,888.00 80,870,932.00

Total 76,209,888.00 80.870.932.00

', 1

GAJRA BEVEL GEARS LIMITED NOTES FORMING PART OF BALANCE SHEET

Canteen equlpmenb

Medical equlpmentr

Note- 9 : Fixed Assets (In t)

N O C ~ year tmng 9 months year e M i q .the Oepec8alon ir pralded m prorsta h t s la 9 mmthr perf&

S. v &ddi:,ona sale NO Panmlars CCXLAS m During Drpsat Dm-

0111m012 ~hevear mg-~ear

-

? Total Ason 33CW2013

15.228W

Upo olllOm12

5.972 00

N E ~ B L O C K Net Cary~ng ~mounfl\.

On 30a-2013

9,142 W

For lhslear

11400

Netcaq8ng m u n t f l r

on30a-2012

9.25500

~ d ~ u n ~ e m

-

~ p a 3 ~ 1 0 6 n 0 1 :

6,08500

Gajra Bevel Gears Limited

Note 10: IntangibleAsstets

Other Non-CurrentAssets 30 September 201 2 In r

12.267.316.00 Research and Development Expenses (net of recoveries) Less:Amollization . Technical Know-howIExhibition expenses

Total

Note 11: Investments

Investments

7200 equity sharesof IDBI. Rs 10 each(9uoted)

Total

Note 12: Inventories

Inventories Raw Material Work In Progress Finished Goods Packino Material indigenous toolsand spares imwlled loose tools and soares (AS ce t i i ed by themanagement)

Total

Notel3: Trade Receivable Trade Receivables

Unsecured and considered goods: More than six months Unsecuredandconsidered doubtful: More than sixmonths

Less: Provision fordoubtful debt

Total

Note 14: Cash and Cash Equivalent

CasKand cashequivalents

Balances with banks Current accounts lDBl NO-Lien account Cash on hand

Total

Note 15 :Loans &Advances Loans and Advances

Unsecured (ConsideredGood unless otherwisestated) I Advances Recovaiable in cash orin kind Considered doubtful CAPPARO FINANCIALSERVICES LTD.

Less: Provision for doubtful advances

Incometax payment less provision Security Depcsits

Total

"Note 16 : Otherlncome" Particulars

Dividend Income Fmrn lDBi Shares lnterest on bankdeposit Waiverof Interest on OTS of SBI Loans

Total

Note 17: Cost of Material Consumed Particulars

Opening stock ofraw matenal Add: Purchase durinq the year Closing stock of raw hateflal

Total

"Note 18 : Details of changes in Stock" Particulars

lncreaseldecrease in Stock Asat 3lslMarch 2012

Work in progress Finished goods

Asal31stMarch2011 Work in progress Finishedgoods

Asat 31slMarch2010 Work in progress Finished goods -

lncreaseldecrease

Gajra Bevel Gears Limited

30 June 2013 30 September 2012 In?

~ ; l j r a Bevel Gears Limited

f \ Note 19 :Other Expenses

Payments to theAuditor ' 30 June2013 30SeptemberZOlZ In t In?

Auditor's Fees 25.000.00 25.000.00

Total 25.000.00 15.000.OQ

Other Expenses Rent 113.280.00 150.900.00 Certification charges 9.500.00 12.000.00 Consultancy charges 200.000.00 Interest on TDS 34.00 Legalexpenses8fees 164,154.50 Office expenses 70.022.74 2,000.00 Printing & stationery 7,500.00 8,000.00 Professional fees 227,500.00 25.500.00 Professional tax 2.500.00 2,500.00 Security charges 226,996.00 645,055.00 Stock exchangecharges 91,519.00 Travelling expenses 6.460.00 14,900.00 Bank charges 695.00 11.528.65 Courier Charges 5.00000

Total 669.453.74 1,328.091.15

Note20 : Depreciation and Amortisation Expenses

Depreciation 511,482.00 761.676.00 Amortisation on Expenses 1.287.059.00 1.716.078.00

Tota 1,798,541 .OO 2.477.754.00

Note-21 : Earning PerShare

EPS

Profitattributable toequity shareholders (2,482,194.74) (6,797,881 .I 5) No. of shares 9,400,75000 9,400.750.00

Earning Pershare-basic& Diluted (0.26) 10.72)

As per our Report annexed Forand on behalfof Board of Directors O.T. Gandhi B Co.,CharteredAccountants By the hands of

SameepGandhi SURENDRASINGH Partner M.No.411107 RANVEERSINGH lndore

Dt.29August2013

\

/ \ FORM OF PROXY

GAJRA BEVEL GEARS LIMITED Regd. Office : Industrial Area, Agra Bombay Road, Dewas455 001 (M.P.)

....... .................. Regd. Folio No .. DP. ID ............................... .. ..........

........................................ Depository ................ No, of Equity Shares held

INVe ................................... Of

the rnemberlmembers of the ab .................. Of. .................. ..

............ .................................. in the district as mylour proxy lo vote for melus on behalf at the Adjourned

Annual General meeting ofthe Company to be heldonTuesday the 311"ecember, 2013 at 11.30 A.M. andat any adjournment thereof.

Signed this .................. Day of ..................... 2013.

Signature

(On revenue stamp)

Note:

The proxy and the power of attorney (if any) under which it is signed or a notarially certified copy ofthat power must be deposited at the Registered office of the Company not less than 48 hours before the commencement ofthe meeting.

............................... ....................... & A........... ........

ATTENDENCE SLIP GAJRA BEVEL GEARS LIMITED

Regd. Office : Industrial Area, Agra Bombay Road, Dewas455 001 (M.P.) (To be handed duly filled in the entrance of the meeting hall)

Regd. Folio No .................. ......

No. of Shares held .................... Name of the attending MemberlProxy' (in Block Letters

Member's Folio N

No of Shares he1

I hereby record my presence at Annual General Meeting held 31'' December, 2013

Signature One Rs. Revenue Stamp ,

\

BOOK POST .

PRINTED MATTER

To.

If undelivered please return to

Gajra Bevel Gears Limited Industrial Area. Agra Bombay Road, DEWAS - 455 001 (M.P.) INDIA