GAJRA BEVEL GEARS LIMITED

37th Annual Report 201 1-2012

Board of Directors Mr. Surendra Singh : Chairman & Managing Director Mr. Ranveer Singh ; Director Mr. P.S.Raghuvanshi : Director Mr. D.P.Soni Director

r

Auditors f

O.T.Gandhi & Co. Chartered Accountants 4th Floor, Surya Sadhna BuiIdlng Malvlya Nagar Square, A. B. Road, lndore

Registrar and Transfer Agent Link Intime India Ltd. C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (W) Mumbai 400078 Phone: 022 25963838 . . . . Email: v i s a k h a . s u ~ a v ~ n t ~ m e . c o . i n

Bankers lDBl Bank Ltd.

Registered Offlce and Plant Industrial Area, k . ~ . ~ o a d Dewas (M.P.) 455001 Phone : 07272 258493,256494 Fax: 07272 258001 Email; ssg@gajrabevel.com Webwte: www.gajrabeve~.com

Corporate Offlee 311, Race Course Road, lndore 452003 Phone: 0731 2434327,2433011 Fax: 0731 2432909 Email: ssg@ga]rabevel.com

Gojra Bevel Gem Limifed

NOTICE TO THE SHAREHOLDERS NOTE: -i

NOTICE is hereby given that the 37m 1. A MEMBER ENTITLED TO ATTEND AND Annual General Meeting of the Memben VOTE AT THE MEETING IS ENTITLED of GAJRA BEVEL GEARS LIMITED will TO APPOl NT A PROXY TO ATTEND AND be held at the Registered OPfice of the VOTE INSTEAD OF HIMSELF AND THE Company at 3-7, lndustrlal Area, A.B. PROXY NEED NOT BE A MEMBER. Road. Dewas, (M.P.) 455001, on Monday PROXY IN ORDER TO BE EFFECTIVE the 3VU Day of December, 2012 at 11.30 MUST BE RECEIVED BY THE A.M. to transact the foflowing businesses: COMPANY NOT LESS THAN 48 HOURS

I.BRDINARY BUSINESSES: BEFORE THE MEETING

1. To receive, consider and adopt the 2. The Company's of Register of Members

Audited Balance Sheet as at 30th and Share Transfer Books shall remains September 201 2 and the Statement of closed from 30m Dec., 2012 to 3IR Dec.,

Profit and Loss for the year ended 30th 2012 (both days inclusive). September 2012 and reports of the Directors and Auditors thereon. 3. Members holding shares in electronic

form may note that bank particulars 2. To appoint a director in place of Shrl

Dwarika Prasad Soni, who retires by registered against their respective

rotation and being eligible, offers himself depository accounts will be used by the

for re-appointment. Company for payment of dividend, the

3. To re-appoint MIS. O.T. Gandhi & Co., Company w its Registrar and Transfer

Chartered Accountants (Firm Registration Agent cannot act on any request received

No. 001120C) as the Auditors of the directly from the members holding shares Company until the conclusion of next in electronic form for any change of bank Annual General Meeting of the Company particulars or bank mandates, such and authorize the Board to fix their changes are to be advised only to the remuneration.

depository participant of the members.

4. Members .are requested to notify immediately any change of address;

BY ORDERS OF THE BOARD a. to their Depository Participants (DPs) in respect of their electronic shark

SURENDRA SlNGH accounts; and CHARMAN & MANAGING

DIRECTOR b, to the Company and to its Share Place: lndore Transfer Agents in respect of their Dated: Z"d Dee., 2012 physical share folios, if any.

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

Gajra Bevel Gears Limited

(b) Non-resident Indian Shareholders are requested to inform Share Transfer Agents immediately:

I

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

i i ) The particulars of NRE Account with a Bank in India, ~f not furnished earlier.

5. All documents referred to in the accompanying notice are open for inspection at the Registered office of the Company on all working days, except Saturdays between 11.00 A.M. to 1 .OO P.M.

6. Members who are holding shares in identical order of names in more than one folio are requested to send to the Share TransferAgent of the Company the details of such folios together with the share certificates for qsolidating their holdings in one folio. Tha share certificates will be returned to the members afler making requisite changes thereon.

7. Members desirous of obtaining any information concerning Accounts and Operations of the Company are requested to address their questions in writing to the Company at least 7 days before the date of the Meeting so lhat the information required may be made available at the Meeting.

8. The Company has connectively from the CDSt & NSDL and equity shares of the Company may be held in the Electronic form with any Depository Participant (DP) with whom the memberslinvestors having their Demat account. The lSlN No, for the Equity Shares of the Company is INE282DOlQ10. In case of any queryldifficulty in any matter relating

thereto may be addressed to the Share ' Transfer Agents Link lntime lndia Pvt. Ltd., C-13. Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (W) Mumbai 400078.

9. As per the provisions of the Companies Act, 1956, facility for making nominations is now available to INDIVIDUALS holding shares in the Company. The Nomination Form-2B as prescribed by the Central Government may be obteined from the Share Transfer Agent or may be down load from the website of the Ministry of Corporate Affairs.

10. Pursuant to the provisions of section 205A{5) and 205C of the Companies Act, 1956, the Company is not having unpaidlunclaimed dividend upto the Financial Year 201 1-201 2. Further that there is no instances which require to transfer of undelivered shares to the separate escrow account as required under the Listing Agreement.

1 I. the SEW has mandated the submission of PAN by every participant in security market, members holding shares in electronic form are therefore, requested to submit the PAN to their depository participant with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Company's Share Transfer Agent, Link lntime lndia Pvt. Ltd.. C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (W) Mumbai 400078.

12. Pursuant to the Clause No. 49 of the Listing Agreement, profile of the Direclors proposed for re-appointment being given in a statement containing details of the concerned Directors is attached hereto.

Cajru Revel Gears Limited

-

GREEN INITIATIVE: The Ministry of STATEMENT REGARDING Corporate Affairs ("MCA"), Government of DIRECTORS PROPOSED FOR RE- India, through its Circular NO. 171201 l APPOINTMENT dated 21* Aprll. 2011 and Circular No. 1812011 dated 29th April, 2011, has allowed companies to send Annual Report comprising of Balance Sheet, Profit & Loss Account, Directors' Report, Auditors Raport and Explanatory Statement etc., through electronic mode to the registered s-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 register4 address. By opting to .receive comrnunicalion througtl electronic mode you have the benefit of receiving the communications promptly and avoldl~g 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-mall id) to the Registrar and Transfer Agent of the wmpany. Members who hold shares in electronic form aw requested to gel their details updated with the respective Depositories. The annual report and other comrnunicationsl documents sent electronically would also be displayed on the Company's website. As a member of the Company, you will be furnished, free of cost, a printed copy of the Ann~lal Report of the Company, upon receipt of a requisition from you. We request you to support this initiative and opt for the electronic mode of cwnmunieation by submitting your e-mail address to your DP or to the Company's Registrar, in the interest of the environment.

SHRl DWAR1KA PRASAD SON1

Shsi Dwarika Prasad Soni, the Director of the Company aged about 38 years is having wide experience in the field of buslness and industry and he has contributed significantly towards the management or the company.

He is also the director of Gajara Investment Pvt. Ltd., Garha Holdings Pvt. Ltd., Garha Gears Ltd. Garha Computers Pvt Ltd., Garha Resort and Sports Pvt Ltd. and Garha Ultibrocce Tools Ltd. Looking inlo the immense contribution towards the management of the Company by Shrl Dwarika Prasad Soni, he is proposed for re-appointment.

Gajra Bevel Gears Limited

F DIRECTORS' REPORT

AND MANAGEMENT DISCUSSION AND ANALYSIS

To The Membrs, Gar& Bevel Gears Ltd. Your Directors presents their 37th Annual Report on the business and operation of the company together with the Audited Balance Sheet & P d t and toss Amounts for the p a r ended 30" Sept 2012.

I FINAMCIA1 RESULTS: , (Amount lnsFhti\ Partlculara

30.09.2012 As on

30.09.2011

Other Income Total lneorne TOM Expenses Operating ProfiU(loss)(PBlOT)

Earning per share- Basic 1 0.88) Diluted 0.88) -

I glen and -I 0 0

Interest Depreciation

ProfiV(Loss) before tax - - Provisions for Taxes:

DIVIDEND: Looking inlo the losses incurred by the company during the year under review and huge accumulated lossea of the prevlws financial years, it is not possible for the Board to recommend any dividend for the year under rwiew.

14501 76 14581 76 1353091

103085 I

OVEK&LL REVIEW AND FUTURE PROSPECTS: There was no manufacturingbuslnes~ activity during the year ended on 30.09.2012. The management of the company has to face the recovery proceedings of initiated by statulory bodied authorities, Banks and financial institutions and has to put their efforts to protect the interest and assets of the Company at the various courts, tribumf and forums in the matter of various cases registered against the Company. In spite of that there were several workers and titaw agitations, non availability of the working capital required to

25200 25200

3193142

(1 1 WU2)

Met Prdt/(Loss) M e r Intorest, Dapreclatlon & Tax (6797881 ) a Accumulated Loss- carded to Balance Sheet A (396336542)

442321 2 2477754

ceny an business activities, it was not possible at all for the management. to restart the manuracturing and business activities.

442321 2 2674576

The company has made efforts to reduce its all the administrative and other expenses la avoid further losses, even thougtr it has to suffer losses of Rs.67.97 tacs durlng the year 2011-201 2 (Previous year losses Rs 82.66 lacs). resulting the accumulated losses has been increased to Rs.4031.34 lacs as at 30th Sept., 2012. The members are aware that the Company's entire not worth has already been eroded and the Company is wntlnuing having shtus of SICK Company.

J - 0

The Board af directors of the company is continuing making their best elforts to explore the possibilities for arrangement of working capltal to commence manufactudng activities at the plant

Cojru BB PBI Gears Limited

/and K $ V ~ V ~ the Company. The Cmpany ir also in the prucess to nagotiata the terms and conditions for flnanua( arrangements as well as settle the over dues of the Banks and financial institutions. Durinp the year the Company has seltrad, by way of OTS tho loan dues of Stake Bank of India and also made a substanllal payment to MPSIDC towards Ihs OTS of t M r dues by Me funds made a d a b l e by Abhimanyu Agm Pvt. Ltd. a74 Rani A Q ~ O Pvt. Ltd.

FINANCJAL REVIEW AND STATUS OF SICHHESS UNDER 131FR: Your directors report thet based on the Financial Statements as at 30th Sepl., 2008 a reference uls 15(1) ot SICA (SP) Act, 7985 has been 61d by the Company wlth ths BlFR and the same has been ceylstemd as Case PO- 2712009 on 13th July, 2009. The 61FR vids its order of hwring held on 61ith Jan., 2010 declared the company as a Sick Industrial Company it1 terms of section 3(t No) of SlCA (SP) Act, q985 and appointed lDBl as the Operating Agency.

Since thdte was n0 manutacturirlglbusin~ss activity, the management has taken a decision 'NO WORK N O PAY' and therefore no provision for wnployeos remunerations wwe made in the books of acoounts for the year e n d d 30.09.2012 as per previous year 201 0-1 I.

In view of the aenlemenl processlliligations pending at coartg and forums no provision has been made fw the interest on lnstitutionahank txmwvings far the year under review as p t policy Faflowed in prewous yean.

The Company has provlded interest on 18% redeemable debentures for the year 2011-1 2, however, it could not pay lhe same to the debenture holders.

DIRECTORS: The Board consists of executive and non-executiva direor8 includjng independent directors who have wide and varied exptrrinnct in different discip\bnes of wrpomte functioning.

In terms of Artides of Asmiation of the Company Shri D. P. Soni is liable to retire by totation and

being eligible and offers himself for re- appolntmeot. Your directors propose to pass necessaw resulutlons as set out in the notice oithe Annual General meeting.

AUOlTdRS A H THEIR REPORT M;s O.T. Gandhi & Co., Chattered Accounhitnts. (Flrm Reg~stratbon Mo. 001120C) the Statutory Auditors ret~res at the close of this Annual General Mealing and js eligible for re-apeohtment. The Company has received information from the Auditors Inat their re+tppoirrtment, if made, will be In accordance with iRe provisions of section 224(10) of the Companies Act, 1956. The Audit Committee of the Board has recommended their re-appointment. The necessary rcsolutim is bang pfaced belore the sherehoklers fm approvafi

Management ciarificatlon on the Comments of the Auditors in thelr report: 1. In the matfer of Para Nn.G.(a) of the Auditors

Ksporl regarding Expenditure of revenue nature Incurred on research and developrent, we submit lhat as pet policy of the rompany the R & 0 ExpsndRure of revenue nature incurred on resear~h and develnpment ~f products, which are expected to be technicellyl wmmercial~y viable, w written off wera period of five years, slarting with the year of wmencerrrent of cornfnercia( production-

Para No. 6.b) Regarding non-disclosure of the iniormatim relating to the Smail Scale [ndustrial Undertaking, we submit thei the Company does not possess information as to which of its suppliers a m ancillary indushial undcrrlakingslsmall scaie industrial undemtski~s hdding permanent registtallon certiflcate issued by the Dlrectorats of Industries of a State ur Union territory. Consequently, the liabiliv, if any, of interest whlch would be payable under 'The Lntere$t on Delayed Payments to Small Scale and Ancillary Industrial Undertakings Acl- 1992, cannot be ascertained. However, the Company bas not received any cjaims in respect of interest. As stated above, the Company does not possess information as to which of suppriers are Small Sca!e Industrial Undedakings. Accwdinyly, tho information

r regarding total outstanding dues to Small Scale Industrial Undertakings as at the year end and that regarding the names of Small Scale Industrial undertakings to whom the Company owes more than Rs. 1.00 lakh and outstanding for more than 30 days has not been m p i l e d and hence not disclosed by the Company.

Para No. 6.c) Regarding current year losses along with accumulated losses has eroded entire net worth of the Company and has made the company financially sick. A reference uls.15(1) of SIC(SP) Act., 1985 before he BlFR has already been filed by the company and the same has been registered as case No. 2712009 on 13th July, 2000. We submit that due lo Ihe financial sickness, there is no production1 business activity in the company after 31st Oct., 2006. In view of no manufacturing1 business activity In the company through out the year ended on 30.09.2008 to 30.09.2012, the management of the company is of the opinion "NO WORK NO PAY* and accordingly no provision has been made in the accounts in respect of Salaries, Wages, Allowances and benefits to the employees of the Company. which otherwise works out to as follows:

(Amt in Rs.) S.Plo. Partlculan 2011-12 2010-11 (1) Salaria and Wages 79,22.551 79,22,551 (2) Dearness Allowances 1.34.14,928 1,34,14,928 (3 ) OtherAllowanms $4,63,326 54,63,326 (4) Contribution to P.F. 30,14.321 30,14,327

(5) Contribution to ESlC 15.5[).381 15.6P.3B1

DEPOSITS: Your Company has not accepted any public deposit withln Ihe moaning of provisions of section 58A and 5 8 M of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and there is no outstanding deposit due for re-payment.

COST COMPLIANCE REPORT: The Company is covered under the requirement for the filing of the Cost Camptiance Report to the Central Government, but since there is no

businesslmanufacturiny activities during the year under review, hence no cost records has been maihtained by the msnagernent. However, the Company is in process to file the Compliance certificate to the Central Government as may be applicable.

DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of S~ction of 217(2AA) of the Companies Act, 1956, your directors state that:

In the preparation of accounts, the applicable a m n t i n g standards have been followed.

4 Accounting policies selected were applied consistentty. Reasonabte and prudent judgments and estimates were made so as lo give a true and fair view of the state of affairs of the company as at 30!h Septembr 2012 and the Loss of the company for the year ended on that date.

4 Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordanoe with the provisions of Companies Act, 1956 for safeguarding the assets of the company and far and detecting frauds and other irregularities.

t The annual accounts of the company have been prepared on a golng concern basis.

CORPQRATE GOVERNANCE: .

The corporate governance 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 end all the others applicable laws. The Company's Corporate Governance policies and the practices are also in accordance with the amended Clause 49 d the listing agreement. A report on the Corporata Governance along with the Auditors Certificate forming part of the Directoh report, being annexed herewith.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIOH, PARTICULAR OF EMPLOYEES AND FOREIGN HCHANGE: Information as r e q u i d under section 217(1)(e) d the Companies Act, 1956 read with the Companies (Disclosure of particulars In the Report of the

Board of Directors) Rules 1988 ere not applicable to the Company as It has no manufacturing activities and none of the employee were drawing the remuneration in exmss the limit presaibed under !he Rules,

I MANAGEMENT DISCUSSION AND ANALY3 W REPORT

A. Financial Arrangements: fhe company is facing sever financial uunch, in view of the heavy financial losses suffered by the Compny, it Is faclng liquldily crmch and h e working of the compny has been badly e#ected and the manufacturing operations were Claed d w n due to non aveilabili d the adaquato worlrIng capita!, moreww. seizure of the plant by the PF and other aulborities Is continuing, The Company is a sick Induslriat m p n y under the provisions of SICA. The BlFU vide hearing helo on 6th Jan.. 2010 has appointed fU8( as the Owraring Agency to work out a rehabilitation scheme f o ~ the Compsly for iits revival

With the help of the Operating Agency and under the directkm of the BlFR as may be issued, the management of the company is hopeful for its revival.

8, lndusvy structure and developments: Your company was having slatus a9 a major player in heavy~mediumAighi commercial vehicle sagment, tractor segment and ut~rily vehicle segment. Slncs, it has cbsed down the production actlvitbs. its most of tha existing marketing network has been tutally Q a t u M and it has to take eff&e steps to Whet establish its produetg h the market when it wwid be able to resume he prduction activities.

C. Rbk and Concerns: Your company was catedng the needs of atmast all s e w of Indudry. As tho Company's plants is closed down due to non avaUability of ofworking capital, seizure of the same by the vanous authorities r#rd presently the Cornparry Is having target to come out with the situauon with the help d the BlFR and operating agoncy IDBI. In the p m m t xenarb it Is very dlfRcult as well as risw fw the m n a g m m t of the company to r~stablish

, and compete with the existing players In the .market. Moreover, in the changing deaign and

I

Gajm Bevel Gears Limited

--. technology in the automobile sedara. the mrnpany may needs to modarnlze Its plant with the huge Investment. Further that apart from the normal nslc, demand-supply m d i n s , raw material priws. changes in government reg~hallons. tax regimes. ecommlc devalopmsnta W i n the ownhy and globally may b v e dirwi or indrecl impact on the operations d the Campany.

D. Caullonary statemmntr Statement made in the management discussion I and analysis report as regards the expectations w predictions are fwward lookim stalernents wilhin I the meaning of a p p b b l e ~ a w i and Regulations.

ACKNOWLEDCIEMENTS: Your drectors would like to express their grateful appreciatron lor assistance and maperation recelwd f r m the BlFR and (081, Opetethg Agency appointed by the BlFR, and Members d the Company fw theu i r f idence and support to the managment of the cmpany in the adverse financial canditlons and hope that with thdr continulng and active suppwt. Re Company may rerive and shall be able to perform in m l n g years.

For 8 On Behalf of fhe Board

SURENlWlA SlNGH CHAIRMAN & MANAGNG OHEC'COR

Place: lndore Dated; 2"6 Dec., 2012

Gajra Bevel G e m h i d e d

/ REPORT ON CORPORATE GOVERNANCE \ (Under Clause 49 of the Listing Agreement)

I. COMPANY'S PHlLOSOPHY ON CODE OF GOVERNANCE: Our corporate governance policies mcogniss the accountability of the Board and the importance of Its decisions to all out constituents, Including customers, investors and the regulatov authorities and to demonstrate that the shareholders are the cause of and ultimate beneficiaries of our economic activities, She functions of the Board and the Executive Management are well defined and are distinct from one another. We have taken a series of steps induding the setting up of sub-committees of the Board to oversee the functions of Executive Manayment. Those sub-committees of the Board, which mainly mnslsts of Non-Executive Directws, meet regularly to discharge Wir objectives.

2. BOARD OF DIRECTORS AND THEIR MEETINGS: The Bwrd consists of execulive and m+wecutire directors induding independent directors wl lo 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 his duties under the superintendence and control of the Board af direciors from Lime to time.

During the financial year 2011-12 the Board of directors met 6 tlmes on 14* November, 2011; Pd Oecembar 2011; 14* February 201 2; 11" March 2QiZ; 14* May, 2 W Z ; and 74" August, 2072. The wrnposltion of the Board of Diracton and their attendance at the meetings during the year were as follows;

Name

Shri Surendra Singh

Shri P. S. Ragh~lvanshi

E hfi Ranvesr Sing h

Shri D P Soni

3. AVAllABlLlTY OF INFORMATION TO THE MEMBERS OF THE BOARD : Tt~e Board has u~~fettered and cornplebs a~ces* to any i~lformation wiJ~ir~ ll@ Curnl:a1ly and Iron1 any of cdr employees. At n~eetings of the Board,.it welcomes tt,e prese?ca of mncern6d jdunpldyess \rlllo can provide additimal irlsights into the items LJng discussed.

The information regularly supplied to the Board includes: ? Minutes of meetings of audlt oolnmittee of Ihe Company along with BUL J rr~ir i~tfr~. 4 General notices of interesl. + Materially Important lirigatlans show cause, demand, ac~d paosec~tio,~ and pendlty ~ioticas.

Maturially relevant default in financial obligations by t b Company. r Nonamplianca of any regulalory, statutory or listing requirements as w d as sharb~whkr servioes such

as non-papent of dividend and delays in share transfer.

\ -

Catego, y

Prornoterl ED

INDINED

INOMED

INDINED

No. of directonhlpl Ghalr man ~,~erqber of r;on.mittee

i r ~ other Co.

5 Director

3 Diroctor

Desl- gnatlon

CMD

Director

Director

Director

No. of meuUngs Held during the financial Year

6

6

6

6

No. of i Atttm,ia~~m Meetir~gs of '

Attellde J dlrectcr' :rl tho last AGM

- 8

6

6

Yes

- Yes

Yes

6 . yes 4 1 6 Diredor

Gajra Bevel Gaars Limikd

/ \ The Board also periri~dically reviews compliance reporls of all laws applicable to the Company, prepered by !he designhted employees as well as steps taken to rectih instances of non-compliance.

4. CODE OF CONDUCT The Board of directors of the Company has laid a 'code of conduct for directors and !he senior management. All directors and designated personnel in the senlor management have affirmed compliance with the code for the year under review.

5. AUDIT COMMLnEE: 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 fulfillin$ the Board's cverall responsibilities, an Audlr Cornn~ittee is functioning consisting of only independent directors. The Audit Commi;tee inter-alia has the following mandate in terms of the Clause 49 of the List~ng Agreement: 1. Oversight of company's flnencial report~ng process and the disclosure of the financial information in

the annual accounts. 2. To review and discuss with management, internal audit team and external auditors regarding any

significant find~ng of material nature. 3. To consider and review the adequacy of management control system and internat audit function and

frequency of internal audit process. 4. To review with Management the quarterly and annual flnanclal statements before submicsion to the

Board focusing primarily on any change in amunting policies and compliance with accounting standards, requirements of stock exchanges and other legal compiiance.

5. To review Balance Sheet 8 Profit and Loss Accounts tu be placed before the Board. 6. To coo~ider and review the financial and risk management policy of the Company. 7. To c&&r and review the defaults, in payment to th creditors, Bank. iinancial institu5ons,

debenture hdden, PF authorilies and other deparlrner~ts and reasona theroof. 8. To consider the dlrecfors responsibiliiy statement to be given by ihe Board In ths Directors Report. 9 . To consider the matter relating to the remmmendation for appointment of the external auditors and

fixation of their audit fee and also spproval lor payment of any other services.

a) Composltlon of the Audlt Comrnlttee: The Audit Committee of the company conlprises of the following indopendent directors: . Shri Ranveer Singh : Chairman Shri P S Raghuvanshi : Member Shri D.P.Soni : Member

b) Meetlngs of the Audlt Committee: Durlng the accounting year 2010-2011 the Audit Committee meet 5 (Flve) times on 14* Nov., 2Dl l ; 2" Oeeernber 2011; 14'" February 2012; 14m May, 2012; and Idm August, 2012. The Committee considered and reviewed financial and risk management policy d the Company and defaults, it any in payment to the creditors, Bank, Financial Institutions interest to the Debenture holders and other slilutory dues and reasons thereof.

6, SHAREHOLDERS GRlEVANCE COMMITTEE: The shareholders Grievances Committee facilitate prompt and effective redressal of the complaints or the shareholders and reporting the same to the Board periodically. The Shareholders Grievance Committee o f the m p a n y was constituted wmprislng of the following independent dir~ctors:

Shrl Ranvaer Singh : Chairman Shri P S Raghu~nsh i : M e m k Shri O.P.Soni : Member

Gajra Bevel Gears Limited

As.there no reference was given to the Committee no meeting of the committee was rsquired to be held during the year 2011-$2.

7. REMUNERATION COMMITTEE: a) Cornpooltlon of the Remuneration Committee:

Composition or the Remuneration Cwnrnittes is as under: Shrl Ranveer Slngh : Chakman Shri P S Raghuvanshi : Member Shri O.P.Soni : Member

I b) Meeting and recommendation of the rernuneratlon committee durlng the year: No meeting of the remuneration committee was held durlng the year 201 1-1 2.

c) Payment of non+xecutive directors and composltlon of the Commlttee: In view of the financial sickness the Company is not paying any remuneration to the menaging director as well as sitting fees to non-executive directors for atlending the various meetings.

The Resolutions were passed by show of hands with requisite majority. The venue of the AGM of the company has been chosen for Its central location, prominence and. capacity. Chairman of the Audit Committee and Remuneration Committee has also attended the Annual General Meetings.

8. WHISTLE BLOWER POLICY: We have established a policy for all the employees to report concerns about unethical behavior, actual or suspected fraud. or violation of our code of conduct or ethics policy. The mechanism under the said policy also provides for adequate safeguards against victimization of employees wfio avail of the mechanlsm and also provide for direct access to the Chairman of the Audit Committee In exceptional cases. We further affirm that during the financial year 2011-12, no employee has been denled access to the audit committee.

9. VENUES AND TIME OF THE LAST THREE ANNUAL GENERAL MEETINGS:

10. DISCLOSURES ON MATERIALLY SlGNlFfCANT RELATED PARTY TRANSACTIONS: Full disclosure of related party transactions as per Accounting Standard-1 8 issued by the Institute of Chartered Accounbnts of lndla are given under Note No. I (xiv) of Notes on Annual Accwnts.

Date of AGM

31.12.2011

31.12.2010 31.32.2009

I There has not been any non-compliance by the company and no penalties or strictures imposed on the company by the Stock Exchange or SEBl or any statutory authority, on any matter related to capital markets, during the last three years. J

gate of Adjourned

AGM

N .A.

N .A. N .A

Venue

Registered Office at

Industrial Area, A.B.Road,

Dewas (M.R1 I ... do ... ... do ...

Time

11 30A.M

11 -30 A.M. 11.30 A.M..

No. of resolutiod Resolutlona passed other than ordlnary ,

buslness

Nil

Nil Two

No. of resolution pamred by Postal

8Jlot.

Nil

Nil '

Nil

Gajra Bevel Gears Linsaed

10. DISCLOSURES: There are no materially significant refaled party tansactions i-e. transactions, material In nature, wlth its promoters, the direUors or the management. or relatives, etc. having potential wnflict with the interest d the company at large. 1

I No penalties or strictures irnpowd on the compny by the Stock Exchang~ or SEBl or any statutory authority of me capital market on any m a k related to capital markets, during the last Wee years.

j1. MEANS OF COMMUNICATION: The UnauMAudited Financial Results aw published in Free press Jwmel (English) end in [Hindl), the vernacular newspeper.

12. GENERAL fNFQRMATMN TO SHAREHOLDERS 8 INVESTORS : (I) Date, T h e and Vonue of Annual

General Meeting : 31"Dec#mber,2012 At 91.30 A.M. at Regd.iM. at 3-7, Industrial Area, A 6 Road. Dewas (M.P)

(It) Vatos of Book Closure : From 30.12.2012 to 31.12.2012 (MI) Board mwef~rq for considerallon : Z* December, 2012

of Annual AccounN (Iv) Pwtlng of Annual Report : 4*Qec,2012 (v) b m t date for tecaipt of Proxy : 29.12.20t2 (vl) LlsUnu on Stock mchanget : Ths BSE, Mumba~, MPSE

The Company is regular in payment of annual listing fw and has also paid the same for the year 201 2-13 to BSE.

(vll) Serlp Code : 505711 (vlll) bmatlSIM No. for CDSL 4 NSOL INE282001010 (ix) Stock Market Date : Stock Exchanpe. Mumbai:

High and lowduring each m s h in the accounting year 2011-12.

March. 2012 I 4.34 I 3.27 1 87551

G i K October. 2011 ------ November, 2011 -- Deoember,ZOll

February, 2012 [ 3.39

Apd, 2012

May, 2012 --- June, 2012 15130

----

Hlghost (Rs.]

- 3.54

3.50

3.45

- 2.81

August, 2012

Sept.. 2012

Lowest (Ra.1

2.83 -. 2.75

2 -78

40852

28754 - " " 2.92 t-'"+- 2.35 32411

Total volume of oharea Traded

18416

49365

19482

Gqjra Bevel Gears Lirwiled

' [x) Sham Transfer Syobrn: Shareholderdlnvwstors' Grievance ComWee also approves sham transfers and meets at frequent intervals. The Cmpny's Share Transfers Agent, Link In-time India Pvt. Ltd. process these transfers. Share transfers are registered and returned within a perid of 15 days from the date of mceipt. if the documents are clear in all respects. In cases where shares are transferred after sending notioe to the transferors, in compliance d applicable provisions, me period af transfer is reckoned from the date of expiry of the notice.

ghereholding of No. d % of Sham Share Amount Sham Amount Nomlnal Value of Rs Owners hoiders [Rs) (Rs) 46 to Total

1 - 500 6341 83.4660 10384950 11.W70

501-1000 612 8.1 020 5352830 5.6040

1001 -2000 305 4.0380 4881 840 5.2040

ZOO1 -3000 103 1.3640 267 1 580 2.8420

3001 4000 51 0.6750 1 7721 60 1.8050

4001 -5000 42 0.5560 1887810 2.1150

5001 -10000 74 0.9800 5347570 5.6880

1U001- Above 62 0.821 0 61 598710 65.5250

Total 7590 100.00 8400T500 100.00

(xi) Details of the p m o t e h shares : 2905271 equity shares about 30.6% held by the promoten, And out Under pledge. which 306055 shares about 3.25% of the total paid up capital has

been pledged.

(miii) Detalls of shares credlted in the : There were no Instance for retumlng the undellvemd shares suspense amount therefore. no shares were credited in the e m awwnt

a8 per Clause 5(a) of the Listing Agreement.

(XI) Staturn of the In~estorslshareholdom complahts: (i) Number of complaints tecelved during the year : 17 (ii) Number of mplaints sdved during the year : 17 (iii) Number of wmplaintn pending at the end of the year : 0

(xll) DemderialI~ntlonlFlemabrlalIsatlon: The Company's Equity Shares am tradd in ekctronlc (demat) form. As on 30th September, 2012, the Company's 66.18.428 shares are held by shareowners in dematerlalised form. aggregebing 70.40% of

(a) In physical Form : 2782322 (b) In CDSL : 1039740 (c) in NSDL : 5578638

(xlil) DlstribuHon of Share owning as on 30th September, 2012:

I 13

Gajra Bevel Gears Limited

- A Prpmoter Holdlng 1 PrwnotPro

@) - Any G#w (c) 8061 Corporate-

3. lmtituitional invaslars

{a) Muiual Funds and UTl -

@) Wivlduels Wing share capital upto Rs 1 lac -

(c) - 5 (a) .. jb)

6

(xv) Address for Communic8Lion : Sha~hdders should address their correspondence to The Company's Share Transfer-! Linklntlme India Pvl. Ltd. and may also conteet at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup (W) Murnbai 400078 or at the registerd offica oi the Company.

(xvi) Name and Omlgnation of ; Shri Ranveer Singh, Compliance Offjwr t h Compliance Officer

(xvii) Plant Loeatim, Head m c a & : Industrial Area. A.B.Road, Address for mmspondsnce Dewas {M.P.) 455001

Phom M.9302103427 Email gbglindr@matrafrmot.mm

For & on Behalf d the Boord

INDORE BURENDRA SlHGH Date: F Dee, 2012 CHAIRMAN B MANAGING DIRECTOR

I

Indk)du&Is holdlng share capital In excess of Us t lac Others I

Ckafining Membars Noh Resldmt jngidna ,- - Sub Total

TOTAL -

740928 ( 7.88 0

0

'! - 0

306055

376 12 99366.

-.

0 - . , - -

. .-- -

3.26

0.40 - . 0.21

- 4785125 A.52 -

9400750 1 3 0D.00

GU~M Bevel Gears Limited

MANAGEMENT RESPONSIBILITY STATEMENT

The Management or Company accepts responsibility fw 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 companfs financial condition, and results of operations. To ensure his, the company has installed a system 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 the assurances provided by any system of internal controls.

These financial statements have been audited by MIS 0.T.Gandhi & Co.. Chartered Acwuntants, the Statutory Auditors of the Company.

Sdl- Sdl- Dated : 2"' Oec., 2012 SURENORA SlHQH GARHA RANVEER SINGH Place : lndom CHAIRMAN 8 MANAGING DIRECTOR DIRECTOR & COMPLlANCE OFFICER

D E C U RATION

This is to confim that all the members of the Board of Directon and the Senior Management personnel have affirmed compliance with the Code of Conduct, applicable to them as laid down by the Board of Directors in terms of clause 49(7XO)(ii) of the Listing Agreement entered into with the Stock Exchanges. for the year ended 30th Sept . , 2012.

For Gajra Bevel Gears Limited

Place: INDORE Dab: 2"P December 201 2

SURENDRA SlNGH CHAIRMAN 8 MANAGING DIRECTOR

Gajra Bevd Gears Limited

f CERTIFICATE OF STATUTORY AU DlTORS ON CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES

TO The Board of Plrectom . Gdrn Bwml Gears Llmibd

We have examined the compliance of conditions af Carporate Governan= pmcadures as stipulated in Clause 49 of Listing Agreement e n t e d ink by t h e co~npany'with the Stock Exchanges, Cor the financial year beginning Ist Oct, 2011 and ending on 30th Sept., 2012.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination ~las limited to a review of procedures and implementation thereof, ado~ted by the Cornpeny for ensuring the compliance d the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

We have conducted our review on the basis of the relevant records and documents maintained by the company and furnished to us for review and the information and explanations given to us by he wmpwry. Based on such reviww, in wr opinion, the Corporals Governance Reporf of the company, referred to ebove. reflects on a fair basis the status of compliance by the cornpaliy with the Clause 49 of the Listing Agreement of the Stock Exchanges, relating to Carpwate Governance, for the FY 2011-12, no investors grievanms were pending for a period exceeding one months against the Compeny as per the records mentioned by the Share Departn~enV Share Transfer Agent of the Company.

We further state that such compliance is neither an assurance or as to the futum viability of the Company nor the emciency or effectiveness with which the rnatla~en,e,~t has cond~uted rhe affairs of the Company.

For 0.T.GANDHI & Co. CHARTERED ACCOUNTANTS

SAMEEP G.\NDHI PARTHER

MNJ. .1-11107 FHN OCtTMC

Gajra Bevel Gears Limited

r 0. b GANDHl& CO. CHARTERED ACCOUNTANrS 4TH FLOOR SURYA SADHIWI, A, 6. ROAD INOORE

Independent Auditors' Report to the members of M h Gajra Bevet Gears Limlted

1. We have audited the attached batance sheet of MIS Gajra Bevel Gears Limited., Dewas (M.P.) as at 30th September 2012 and the profit & loss account of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally ,accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance abut whether the financial statements are free of material misstatement. An audit includes examining, on a test bdsis, evidence supporting the amounts and disclosures in the Anancial statements. An audit - also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order 2003 (the order) issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we enclose in tho annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4.The financial Statements are prepared on a going concern basis even though the company has no manufacturing and business activity after 31' October 2006

and due to substantial losses, has eroded its net worth as explained in the note no. 6 c and 10 of annexure to this report.

5. Further to our comments in the Annexure referred In paragraph 3 above we report that:

a. We have obtained all the information 8. explanation, which to the best of our knowledge & belief were necessaty for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examinations of those books;

c. The Company's balance sheet and profit & loss account dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and the Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referr.ed to in Sub Section (3C) of Section 211 of the Companies Act, 19s.

e. On the basis of written representation received from Directors which were taken on records by the Board of Directors, we report that none of the

*directors of the company is disquatified as on 30th September 2012 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. Attention is invited to the following:

Gajra Bevel Gears Limited

F a. As stated in Note No.1 (iii), expenditure explanation given to us, the said accounts

of revenue nature incurred on Research read with the notes there on, give the and Development which is, according to information required by the Companies Act, the company, expected to be technically1 1956, in the manner so required and give a commercially viable, is written off over a true and fair view in conformity with the period of five years. Thls is generally accounting principles generally accepted in accepted accounting method and India. necessarily involves I. In the csse of the Balance Sheet, of the technicallcommercial estimates by the management pertaining to future period,

state of affairs of the company as at 30th

on which we have relied upon. September 201 2.

11. In the case of the Profit & Loss Account, b. Note No. 1 (XV) regarding non-dkclosure of the Loss for the year ended on that

of the information relating to Small Scale Industrial Undertaking.

date.

c. As stated in Note No. 1 (xviii] and (xx) accumulated losses have eroded entire

net lhe Company and have O.T. Gandhl8 Co. Chartered Accountants made the company sick. Arm Registration Number: OOllZOC Based on the Audited Balance Sheet as By the hand of on 30.09.2008 a reference ulsl5 (1) of SIC (SP) Ad, 1985 has been filed by company with the BlFR and the same Ms been registered as case no. 2712009 Samesp on 30.07.2009. the BlFR vide its order of M.No.4.,1107 hearing held on 06.03 -201 0 declared the Indore company a SICK INDUSTRIAL Dt. 02"d 2012 COMPANY in terms of section 3(1) (0) of Sick Industrial Companies (Special Provjsions) Act, 1985 and appointed IDBI as the operating agency (OA). As informed by the management, there is no manufacturinglbusiness activity in the company after 3 1.10.2006. The management of the company is making positive efforts for rehabilitetian of the company and in course of that, has already done the OTS of loan accounts of State Bank of India and negotiations are In process with the other secured creditors for OTS. The Company has also made substantial payment to MPSlOC towards the OTS of their dues.

Subject to above, in our opinion and to the best of information and according to the

\

18

Gajra Bevel Gears Limited

Gandhi & Co. Charlered Acwufltaitta

AHNEXURE TO THE AUDITOR'S REPORT

Annexure raferred to In peragraph 3 of our report of even

? . (a) The company ha6 rnalntained proper rewrds showing full particulars including quantitative datails and situation of fixed assets.

(b) Due to seirw of the premises by the Provident Fund Aulhonties, fixed assets of the Company could no1 be physically verified by the management of the Company durlng the yeur and therefwe, we are unable to express our oplnlon in this regard.

{c) As reported by the management, no substantial part of fixed asseta has been disposed off during Ihe year.

2. (a) The Invenlmqs in respmt of the siocks held could not be physically verified by the management during the year due to the ssizer d the factory premises by the Provldent Fund Authorities.

(b) The records of inventory rnair-tained by the Company up to the date of seizer of factory premises by the Provident Fund Aulbrltles remalned unchanged during the year and management of the Company is of the opinion that po discmpanclee have took place between the physical st& and bmk records. In thls

we have relied upon tha undertaking given by the management of the Company.

3. (a) The company has not granted any loan. secured or unsecured to companies, firms or partles covered in the ngisler maintained under s d m 301 of the Compan~es Act, 1956.

(b) The company had taken loan from 2 cornpantes covered in the reglster maintained under sactirm 301 of tha Companies Act. 1956. The maximum amount Involved during the yesr was Rs.2242.40Lacs and the year-end balance of loans taken Ifom such parties was Rs.2242.40Lacs. In our opinion, the rates ol interest and other terms and conditions on whlch loans have been taken from the companies are not, prima facle, prejudicial tn

date

5

the rnterest of the company. 4. There Is no m~nufacturing and h s i m s s activity In

the Company after 31st Odabef 2006 and alsr, due to tha ssizer of factmy prmises of the Company by the Prwident Fund Authonties (here was no need to m e n s u r a t e any internal oontrol prooedure fot the purchase of inventow and fixed wsets and for the sab of gooda. During the course 01 audit, we have observed that there has not been any purct,ase of Invsnlory and fixed assets and sale of

, g d s durlng Iha year.

(a) In our opinion and aowrding to the informaibn and explanalions given to us, transactions that need lo be entered into a register in pursuanm ot section 301 of the Compsnies Ad, 1956 have hewn so entered.

(b) In w r oplnlon and amrd lng to the i~formation and explanations glven to us, these transactions have been made at prices, whkh are reasonabls having regard to prevalllng market price RI !he relevant time.

In cur opinion and acwrding lo ~nformatlon and explanatbn given to us the company has not accepted any deposlt from the public wiihin the meaning of sw lon 58A and 58AA of the Cornpan~ss Act, 1956 during the per id.

The company has system of internal audit commensurate with slre end the nature of the buslneaa. However there hag not been brlsiness actlwlly In the company slnw 31' OGtober 2006 and therefore no such internal audit required to make effective.

We have broadly reviewed the book of account maintained by the company pumuant to the Rules made by the Central Gout. fw the rnalntenance of cost records under section 209(1) (d) of the Act. We are of t b opinion that prima facie thq prescribed accounts er,d records are not required la be maintained, but oinm there is no business activity during the year hen- cost records has noi been rnaintalned by the management whlch In our view Is justified.

(a) Owing to the financial sickness, tha Company has been Irregular in depositing with the apprpprlate authorities even the undisputed statulorj dues like EPF contribution. €SIC mntribution, Commercial Tax, Income Ter, Professional Tax, Excise Duly etc.

Neturo of Du- Amount [RI. ~n Lacs)

Provident Fund CwntrlLution 122.28 E.S.1.C ConWhtjon 82.50 Co,nmercI,U Sales Tak, Central Sales Tad Entry Tax 84.86 Professional Tax 12.36 Income Ta* Demand1 FBTl TDS [Sublect to manciliation\ 182.51

Excise Duty 48.51 #

Gajro Bevel Gears f W e d

r (b) According to tha inkrrndian and expl8flation

giren to us, the undisputed amounts, whlch have already beon prwided in the accounts payable in respect of Income-tax, commercial tax, pmv~dent fund, ESlC etc. where in arrears, at the lest due ot finxncid ye81 concerned for a period of more Lhan 6 month from the date thsy bemme myatis.

(c 1 Assessed demands 01 mmmrcialtax, against whkh no appeals / reviskms have been preferred by the cumpany so Cr wnd have alw not k e n accountea for as liability era as under:

(d) Demands on acmunl of ex-parle assessment orders passed by Commercial-!ax Auhoribes of brancnes have not been acknowledged by the company due to Closer of Its branches and ah0 not ascertainable as the same has not been Canmunicated to the management.

(e) Contingent Liabilities on W n t of ex-parte asmssment ~rden w h i i have been set ssldt,

, by the revision otders and subject to re- awssrnents of whith tha ex-parte orders demand@ heve been ee under:

Y o u to whkh Set asids demand -0

ZMi-6 26781 mo6-07 - 205.35

10. The net worth of Ihe mmpny has alrasdy D8en awed during the year ended on 30.U9.2005 and t M e were further cash losses incusred by the cwnpany durtny \he yanrs endd on 30.09.2006 to 30.09.2011 and in the ye= covered by our audit.

11. A s ~ t h e r ~ s d h c a m p e n y a n d b d o n o u r audit procadurw. dulng tho yew, tha mmpany har in most oftha cams defaulted in payment of dues to Financial InsUlutiona. Such defaults are of a QWM ewoeeding 180 days. Refer sub W e ho. xmi d Note - ? in rmspecl d marge of interost for the ye;v covered by wr audil.

prod$ion of cleuse 4 (xui) ol the order Is not appllcable to tho mmpeny.

14. The Conlpany I s not deaIhg or lradlnu in shares. securities, debenlures and other investments. pragmph 4 (xiv) d tho Order is not appllcable

15. Aocordlng to ths information ard ewplane(ion given to us, the cwnpany ham not given any gwranRe for loans taken by uthers from tho banks and flnanclal irlstiMiow. paragraph 4(xv) of the Order is not applicable

16. h our opinlon, the Term Loan has been applied for the pupma for which they wem raised.

17. According b the inflomralbn md explanation given to us and on an overall examination of ttw Books of Acoounta and Balance Sheet of the company, we rspoit that funds raised an short-tern basis have not been used for brig tern, kwestmerrt. No b g - termfunds have bean used to Rnar~w short-term assets except permenen: working mpM.

18. The company has not made any p~lsle*fial alohent bf shams to the panles and wrnpeniea wvored In the Register maintained under sedion 301 of the Companies An, 1956.

19. Slnce the Eompany has not i~sued any debenturns during the year to mi# the funds, paragraph 4(xix) of the Order Is not applicable.

20. Since the cwnpany has not raisedany fund by puMlc Issue (a) dudng the year, paragraph 4 ( u ) of Ihe Order is not applicable. ,

21. Based m Iha audit procedure perlormed and the Informallon end oxplanation given by the management we report that no fraud on or by he compariy has bean n o l l c d or reputad during the CWB of ow audil.

O.T. Qandhl Co. C h a r t e d AcMuntantr Fjrm Reglstrstlon Number: 003120C

8 y the hend of

72. Since company has mi ganted loans end advanws on the basis of security by way d plsdgr d harem. Same* Garrdhl (Parlner) debenture and dher securities, paragraph qxli) of M.No.4lttO7 tke Order is not appllcabb. ~ n b h

Dt. 02- beeember 2012

I 73. Themwny is not carrying businass of d7It fund for Nidhil Mutual benalt fund I socidy. Therefore tha

Gqira Bevel Gears Limited

Gajra Bevel Gearn Llmlted Balance Sheet as at 30th September 2012

Notes 30 September SO12 30 Smptember 2 O l l Equrty and Liabilities In t In f

Shareholdem' funds (a) Share =pita1 (b) Reserves and surplus

Non-current Ilabiltties (a) Secured Loans (b) Unsecured Loans (c) Long-term prnwslons

Currenl llabilltles (a) Short-term pmvisions (b) Trade payable

TOTAL

Assets Non-current assets (a) Fi~ed assats

(i) Tangible ass& 9 3,346,269.00 4.107,!M5.00 ( I I ) Intangible assets 10 15,847,260.00 f 7,563,338.00

It) Investnlents 5d5.000.0~ Fit15.~10[1.00 ((:) Capital Work in Progress and advan& aggdnst

11 - - 4.5YxLtaa! Capiuf expun9tule 24,372, r 18.00 26,8&,l72.00

Current assets (a) Inventories f 2 38,083,C50.W1 38,Otl3,1150.W (b) Trade receivables 13 124.504,398.88 147,Z 18,032.38 (c) Cash and cesh equivalents 14 10.038.E36.00 1 t ,473.i73.00 (d) Loans and Advances 15 - 20. 491.868.67 70.- - - TOTAL m s -add- --- Significant acwunting pdicies and noles to accounts 1-21 As wr our Rep~l t annexed For a1 d on &half ul Buard of Oim~tot6 C.T. Gandhl B Co.,Chartered Accountants By the hands ~f

Samwp Gandhl Peltn~r M.No.471107 Irdore Dt.02.12.2012

Surendra Singh

Ranveer Singh

Gujra Bevel Gears Limited

Statement of proflt and loss for the year ended 30th September, 2012

Particulars Notes 30 Sf@ernbsr 2012 30 September 2094 In 1 In T

Income Revenue From Oprat~ons . - Other income 18 -As4&wx m T-1 Revenue {I) ++lAfiB3L89Q -Jsa&!B

Expenses Cost of material consumed (1ncnase)lOecrease in Stock Other expenses Tvtal (H)

Erm(ngs before Interest, tax, depmclatlm and monhatlon (EQYTDA) (IHII) 103,084.85 (1,168,%+2.00) Finance costs 20 4,423,212.00 4,423,212.00 Depreaatlon and Amortization expense - --2&%ma. Profit beion tax (6,797,atll.IS) (8,266.390.90)

Tax exwinre (1) Current tax (2) Dehrred tax totart- hpensr

Profit for the period

Earnings per esuity share

Signifcant accounting policies and W e s lo accounb 1-23 - -

As per our Repoft annexed For and IXI behalf d Board of D i r e a m O.T. Bandbl& Cc.,Chartered Accountants By ths hands of

Sameep Gandhl Partner M.N~.411107 Indore Dt02.12.2012

Surendra Singh

Ranveer Singh

- =el Gears Urnlbd

Cash Flow Statement for the year ended 30" September 2012 -- 30 Septarnbw 2012

In r Carh Flow Fmm Operating Activities Profit (Loss) before taw Extraodnary items (8,797,681 .I 5) Adjustments for .

-Depreciation & Amottlration 2,477.7s 00 -Interest b n s e 4,423.212 00 -Interest Waiver (1.279.738.00 -Interest l n m -Dividend Income

Operalr pruiil before Working capital chanpes (1,353,091 .I 5 13.420.0 d

22,713,633.50 lncreasel(Decrease) in Trade Payables (1 4,287,M 1 .OD)

Cash enerated frornl(used m] operaclans 7.0~8.027.35 Diectyaxa paid (Net of refunds) -

Met Carh flow M ( u d In) Op4mtlng adlvith~ (A) -

7-w -- Cash Flow From Investirbg Aclivities lnlenst Income 136,43!3.00

1,279,738.00 Dividend Income

NJ Caah flow froml(used In) Investing adlvltles (8) x t 7 6 , 0 p

Cash Flows Prom Fhrenclng Activities , Proceeds from loan ' 214,240,435.65

Repayment d Loan (219,793,758.00 , Finance cost (4.923.21 2.W{

I Net~cash mow frornl(uoad In) in ffnanclhg ~cffWles (C)

Gajm Ravel Gears Limited '

30 September 2011 Ln T

I Nut morsel d r e r e ~ ) in cash and cash equivalents (A+B+C) b Cash & Cas equivalents at b bnin ol the year W k ~m w~i~m~rnta I(%@ en i OT thm year

Note : 7) INCLUDE JOURNAL ENTRIES OF THEIR SISTER CONCERN EITHER PAID ON BEHALF OR OTHERWISE 2) Previwrm yew figures hsve been mnange~qrouped whemer necessary.

As per our Report annexed For and on behalf of Board of Directors 0.7. Qandhl& Co.,Chartertrd Accountants W U A BEVEL GEARS LTD. 8y the hands of

Smeap Gandhl Partner M.No.4~1IOT

Surendra Singh

Ranveer Singh

( Notes to fInancld StaRmnt. for the year nded 30th September 1 t 2 'I The financial stetemen& ate prepared under the historical mst convention. on the accrual basis of aocounung and in accwdance with the standards on aocaonting issued by the Institute of Chartend Accountanis of India end r e k m to in Seaon 211 (3C) of the Companies Act, 1950. The signWcant eccwrntig pclicies am as follows:

{ I ) Ertimat8s: The pteparation ~f finaxial statements in conformity with Lndiqn GAAP requires the mar~agsrnent to make Judgment, estimates and assumptions ihat affect the reported amounB of rawnue, expenses, 8998tp and liabilities and the dkclosura of contingent liabiliti~s, at the end of the reporling period. Aittiough these estimates are based on the management's best knowledge of current events and actions, unwrtalnty about thew assumptbns and estimates could result in the aukmines requiring a material acjustn~nt to the carrying arnowrts ot assets w liabilities In future periods.

Qi) tangible Fi%ed Asads: Fked assets are stated at mst, net of ac~urnulattrd depreciation and accumulated Impairment losses, If any. The cost comprises purChase prlce, borrbwiw cost if capitalization criterra are met and direcuy attributable cost of bri-lng the asset lo its wwkhg cmdition for the interlded use. Any fraCIe d[scoun!s and rebates are deducted In arriving at the purchase price.

Exwnditure related to an itern d fixed ass& is added to its book value only if it increases the future ; benelb born the Bxlsllng asset bsyond ib pclevitmsly assessed 8t~ndard d performance. mer

e m w s wt existkg f i x 4 assets, including day-to-day repair and maintename egentikure snd cost d replacing p a h , am charged to tha statment of profrt and loss for the period during wMch such expensas are incurred.

Depreciation on tangible fixed aswb is calculded on 9kaight-line basis using tho rates arrived at h d on the u#hl lives =Urnatad by the management, Or those prescribed under the schedule XlV ta the Compnies Act, 1956. whichever is hi&er.

!

The m?atization period and the mTWtiZ8non rnethd are wiewed at least at each Rnancid year end. If the expected useful life of the w e t Is signikantly different fm the previous eslrnutes, the amortization pried is changed accordmgly.

t (fit] hrtallglbre PAed Aoomts:

R ~ e a r c h and Development: Amortization a l the asset begins when devebpment is complete and the e w t is avallabk for "se. Lt is amortized wl a sWaiph1-line basis over the pnod of expeded future benefit irwm the related project, i.e,, Iha estimated useful life of five years. Arnorlizatwrr is reofganhed in the statement of profit and loss. Expendituw of capital nature is added to the fixed assets.

lntangibta assets am armrtized an a stralghl line basis wer the esllrnated useful economic We. The cwnpeny uses a rebuttabte presumptbn Vlet h e useful rile of an iritawibie asset WIII not exceed five y e a r s from tha date Men the asset is avaiiabfe for use. If the persuasive evidence ellstence

Expenditure of deferwd ramrue nalum hcurr8d wr Research and aev~\opment of products rvhlck ere expeded to be t~h~ica\lylcommercial~y viable are written off over e perid of 5 years from the year of commmoement d Its mmrnercial production. As certified by the mmpany Us 171807W- m acaSuht of ambittzalion ol such expenditure have been C m e d to p r d t and loss amount

i

.

to the affecl lhat useful life of an hlangible asset e x c d five years, the company ami t i es the krtangible BSW wer t b begt estimale of its useful life. I

Gqirg Bevel , Gears &&ed

Technicat Know-howlExhlbltlon Expenses: Technical Know-how feed axpensss on exnlbltlon d proto-type of a produd under development which is expectd to be technically/ mmeccially viable will be wtltlen off oveta period of f i e years from the year of comrnenctment of its cornmarrial praduction.

(Iv) Invostmadtr: investments, which are reaaly realizable ond indented to be held for not more than one year from the date on which such investments are made, are classified as current investments. MI other investments are dassified as long term investments.

On initial recognition, all investments are measured at cost. The cost canprises purchase price and dlrectly attrlbutabltr acquisition charges as brokerage, fees and duties. If an investment is acquired, w &y acquired, by he Iswe of &re$ or other s~~urities, the acquisition cost Is the fair value of the securitims Issued

(v) Inventorins: Inventories are valued st the h e r d cost and net realisable velue except in the wse of tools in stwes and spares whlch are valued at cost and twls in rod crlb which are veked a1 the book value.

The cost d purchaae material Is determined on the FIFO method. Work-in-progress and m a n ~ f a c l ~ n g goods are valued ar bw of cast and nut realizable value. Cost includes direct materials and lsb~r and a prapwtion of manufacturing overheads based on normal mrating capacity. Cost of finished g d s includes smim duv. The cost of loois in tool crib is amortized wer useful life d ?ads. Cmsumebles are Eherged to the statement of prom and loss in the year of purchase. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of compleliPn and estimated costs necessary to make the sak.

(vl) Rbvenue Recognition: There has not been any sale of goods and services during the year. Although revenue is remgnized b the.extmt ttret I9 probable that the BCmmlc benefits wll! Row lo the wrnpany and tho revenue can be reliably measured. The following specific recqnition criteria must also be met before revenue is reoognized:

S P ~ of Gmdr; Revenue from sale of gods is leCogn[Zed When dl the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The company cdleccs !he saks tax and VAT on behalf of the government and. therefore, these are not economic benefits f lwlng to the company. Hence, they are excluded from revenue. Excise duty deUucted from mvenue (gross) is the amount that is included in the revme {gross) and not the entire arnwrnl of liability arising during the year.

income from Gurvlco~: Revenues from meintenance contracts are remgnized pro-?a$ over Me period of the cantract as and when services are rendered. Ttie crrrnpany collects service tax on behalf of the government and, therefore, it is not an eoonomlc benefit flowing to the company. Henm. It is excluded from revenue.

Dlvihnds: Dividend income is recognized when the companvs right to receive dividend is establ~shed by the reporting date.

(vlt) R*tlnment and other employee bonefib: Retirement benefit In the form of provident fund is a defined contribution scheme. The contrbutlon to the provided fund is charged to the statement d p d t and loss br the p 8 r when me contributions ere due. Owing to the financial sickness, the Company has been irregular in depos~ting the provided contribution with tk appropriate authorllles

Gajru Bevel Gears Limited

The company operates gratuity plan for the benefit of its employees. The cost of provaing benefit under gratuity is determlned on the basis of actuarial valuation at each year end. Actuarial gains and losses for gratuity plan are recognized In full in the period in which they occur m the statement of profit and loss.

1 Accumulated leave, which is expected to be utilized within the next -12 months, is tteabsd as short- term employee benefit. The company measures the expected cost of such absences as the

1 additional amount that it expects to pay as a result of the unused entitlement mat has accumulalwd at the reporting date. The company lreats its acwmulated leave expect& to be carried forward beyond 12 months, as long Crm employee benefit for measurement purpose. Such long term comperisated absencea are prwided for based on the actuarial valuation using me projected unit credit method at the year end.

(vtll) Earnings per share: Basic earnings per share are calculated by dividlng the net pruiit or loss for the period attributable to qulty shareholders (after deductlng preference dividends and attributable laxas) by the weighted average no, of equity shares outstanding during the period. The weighted average no. of eqully shares outstanding during the period is adjusted for events such as bonus issue. bonus element in a right issue, share sptlt, and reserve share split (consolldaIion of shares) that have changed the no. of equity shares outstanding, without a corresponding change in resources.

I Earning ~ e r Share I

I For the purpose of calculating diluted EPS, the not profit or bss for the pAriod attributable to equity

I shareholders and the weighted average no. of shares outstanding during the period are adjusted for the effects ol all dilutive potential equity shares.

- . ----- Parllcular 30.09.20i2 Net profit avai!able for equity shareholders - (6797887 - (8266330

: Basic and Diluted EPS of face value of Rs. 101- each (0.72) (0.88)

'

(ix) Provisions: A provision is recogntzed when the corllpany 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 estimats 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 !be obligation al the repwijng date, These estimates are reviewed at each repwting date acyuaed to reflect the curent best estimates.

(x) Contingent Llabltlty: A contingent lability Is a possible obligation that arises from past events whose existence will be c o n f i by the occurrence w non-DCcurence of me or more uncarlain fuivre 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 requird t~ settle the obligation. A mntingent liability also arises in extremely rare cases where there Is a liability that cannot be recognized because it cannot IM measured reliably. The company does not rewgnire a contingent liability but dlsclo~es its existence in the financial statements.

(Rs, in lacs)

a) Clalma against the company not ackngwledged as debt In respect of : 30.09.2012 30.09.2011 Assessed demand of Commerchl Tax of A.Y 200304 & 2004-05 Set aside demand of Commeraal Tax ofkY.2005-06 L 200607 Assessed demand of Income Tax 151 $7 ---- -

In resped of amount ot Interest liabilitylpenalty on delayed! Amount Amount nonpayment' non and late deduction of statutow dues ---- unascertainable unascertaitmble

Gajra Bevel Gears Linited

f' 2 and claims lodged by the ex-employees- amounts are unascertaiiable.

(11) The financial liabilities on the account oi legal cases pendrng against the company amounts are unascertainable.

c) Estimated amount of the contract remaining to be executed on capital account and not provided for Rs. 459358W-

(xi) Cash and Cash Equivalents: Cash and Cash Equlvalents lor the purpose of cash flow statement comprise cash at bank and in hand and short term investments (if any) with an original maturity of three months or less.

(xil) Income Tax: a) Deferred Taxes: The Commny has carry forward losses and unabsorbed depreciation

available for set-off under the Income Tax Ad, 1961. Howevw, in view of present uncertainty regarding generation of sufficient future income, net deferred tax assets at the yearend induding related credit I chages for the year have not been recognized in these accounts on prudent basis.

b) Current Taxes: In view of carry ionvard losses and unabsorbed deprecation, the Company does not expect any current t;lx liabil~ty for tho Financial Yeers 2007-00 tu 20f 1-12 (Assessment Years 2008-09 to 2012-13) and hence no provision has been made for currer;t taxes for these years.

(xill) Trade Receivables: a) Trade Receivables includes Rs. 22848088 due from a concern of which a Director was the

proprietor till 06. I f .1999. Maxirriurn amourit due at any time dunng me period from the said concerns Is Rs.22M8088.

b) Trade Receivables include Rs.4824150 due from some of the ex-distributors/cusiomers of the company. The company is of the opinion that the amount is fully recoverable cn completion of final settlement which is in progress. The company is confident of recovering the amounts

(xfv) ~e la tkd Pattles: Associate of the Company and concern in which Key Management Personnel have significant influence are as follows: a) Mls. Garha Gears Ltd. b) Mls. Garha Utilbrmce Tools Ltd. c) Mls. S8H Gears Pvt. L f d . d) MIS. Garha Auto Distributors 8 MIS. Gajra Marketing f) Mls Kshipra Gears g) MIS. Garha Tours & Travels h) MIS Abhirnanyu Agro Pvt. Ltd. i) Mls. Rani Agro Pvt. Lld.

Key management personnel a) Shri Surondra Singh: Managing Director b) Shri Ranveer Singh: Director Amount due to related parties (Associate Concerns) on balance sheet date is Rs.224240435.

(xv) The Company does not possess information as to which of its suppliers are ancillary industrial undertakings/ small scale industrial undertakings holding permanent registration certificate issued by the Directorate of Industries of a State or Union territory, Consequently, the liabll~ty, if any, of interest which would be payable under The Interest on Ddayed Payments to Small Scale and Ancillary Industrial Undertakings Ad, 1992 cannot be ascertained. However, the Company has not received any claims in respect of interest.

\ /

Gnjra Bevel &ws h i t d

The Cun)pny dws not pOssess irtformtin as to which of soppliers are Smal Scale lnduslrial Undertakings. Accordingly. the information rsgarding total outstanding duas to Small Scab lndustrlal Undartakings as at the year end and that regarding the names of Smdt S a l e tndwt~a! undsrtaklngs lo whom ths Company owes more than Rs.1.00 Iakh and aukitending for more than 30 days has not becn compiled and henm not dimdosed by the Company.

(xvlj The writ pdmn fit& by the Company and admitted by the Honorable High Court, Murnbal for the payment d minimum remuneration of R$.1,27,307J- to tho Late Marwging Ulrector tot the p m d I 01.04.1979 lo 33.09.1 $9t {being the date d expiry of the terms of appointment of Ihe Managing I

bitedo*} has not comts up for hearing. The Company has appBed tor the approval of the Department of Company AMairs, M i n i m d Law, Justice end Company Ahits, for Re te- appdntment of the Managlrig Dimdor for the wrlod from 01.10.1981 to 30.09.3986, on the terns rn

and conditbns approved by the sha~ohcWhrs in tha General Meeting of the Company, me tolal remunoraiion of Rs.6,05,207 fw Ihe peilod from 01.04.1979 lo 330-09.1886 has not been paid.

m view of dnanci~l s i c h ~ s d tha company. the provision for ths m e n w i d remuneration to I managing director has not been made in tho amunts far the year ended 30.09.2007 lo 30.03.2012 1 which othewise works out to as fullow+:

(Amount in Rs.1 I ~ar lk i lar ~.oo .2012 309s3att ~U.ORZMO 38.09.20B 30.m.mo8 u.0y.m pu& to dscww 62786 *om 62766 4aoooo 62766 4E3e77 62766

PF B provision for .gratuity - . 7 jpwquisites 240030 - - - 24- - 24001,5-' ' " 240000 ' ' ' 240000 2400c0,

(xvllJLoans and Advance includes amounts due frwn ptlvale lmited company In which 6a-m of W Oireetats are mmbers Rs.49252. Maximum amount dua at arry time dudno the year frwn the said compeny is Rs.41252.

(xall)The not - 0 1 the Company has been eraded an account of the losses of year eded on 30+09.08. Based bn the ABS as on 30.09.08 the company has mad the referem U/s 15(1) of SIC (SP) Act, 1985 before BIFR, and the same has been registerd as case No. 271200% or 13.07.2009. The BIFR vide ib order uf heexring hek! #I 06.01.2011 dedsmd the Comperry a $la ~NDUSTRIAL COMPANY in terms of section 3II) (o) of Sicti tndusttial Companies (Specif Pmvrsions) A d 1085 and appointed (DBI as h e Operating Agency (OA).The Operating Ag%ncy: in process lo farmulate a rehabYitaUm scheme fur wlval of the Company. Meantime, tb promoters OI the Company are putling beg ol their efforts for One Tlma SeUlemsnt (OTS) d (on frm Ux Secured Lenders.

(Ax) Beinp the m p a n y under BFR, interest on the iv8ns frbm financial instltulims ha6 wf W provided fw in the acGounta Tor the years end& 30.09.2007 to 30.09.2012 which herwi wise d wt to as fottows:

(Amount in RI

atura rr loan 30.08.9012 3049.2011 30.09.2~f0 1 39.99.2099 3L09.7008 ' 36- 1~131 LMRS 7247618 - 7247618 7247618 72476'18 7247616 7241@

50557'4 . Fm5 505574 505574 , - a5574 , 335574 - 50551 MPStDC(ICOJ, Loan 335465 3355685 3355665 , _,3%665 335H MWC Coan . - , - 11726580- . - 73726560 1172m@ - 11726560 1172f-%0 117263 T-I a83541 T zzmw 7 na~utr 2zesssr.r 2283541 7 228351' --

\

Gajra Bevel Gears Limited

/

(xx) In view of no manufacturing / business activity in the company through out the years ended on 30.09.2009 to 30.09.2012, the management of the company is of the opinion "NO WORK NO PAY" and accordingly no provision has been made in the accounts in respect of Salaries, Wages, Allowances and benefits to the employees of the Company, which otherwise works out to as follows :

(Amount in Rs.)

Partlculam 30.09.2012 30.09.2011 30.09.2010 30.09.2009 Salaries and wages 7922551 7922551 7922551 7922551

1 ~eamess allowances I341 4928 13414928 1 3414928 13414928 1 Other allowances 5463326 13414928 - 13414928 Contribution to PF 3014321 3014321 3014321 301 4321 Contribution to ESlC 1550381 1550381 1550381

31 365507 31 365507 31 365507 31 365507

(xxi) Measurement of EBITDA: . As permitted by the guidance note on the Revised Schedule VI to the Companies Act,

1956, the company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item 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 company does not include depreciation and amortization expenses, finance costs and tax expense.

(xxli)Previous year figures have been regrouped and rearranged wherever necessary.

Gajta Bevel G e a r s Limited

NOTES FORMWG PART OF BALANCE SHEET & STATEMENT OF PROF17 AyD LOSS i Share Caprfal 30 September 2MZ 30 September 2011

Number - In?- - number In 7 onsed

13090030 Equlty Shares of Rs. 101, each 13,000.WlO.03 130,000,DOC.00 13,000,909.09 1 ~,090.000 00

w 9400750 Equity Shapes of 101- each 9,404,158 94,04<,573.00 9,4W,.158 M,041,579.00 I

I €quit) S h r o of IOC each 9,404,158 94,041,579.00 9,404,158 94,154 1,579.00 1 I

I

I Total

-

Particulars 30 September 2012 M September 2011 Number T n 7

Shares oublandirrg ek the beginning of the year 9,4W,158 94,W 1,57B.OG 8,404,758 94,W1,579.00 Shares Issuod during the war Shoras WgM back durng the year ---

1 7 . Shares outstanding at the end of the year 99.M 258 94 .a9 .5 9 00 9.4041a 94.Wl+Z9.QQ

A s b a r e s Name of Shamholder 30 Sepiembor 2M2 30 Seplembw 3011

No. of Shares held %of Ho!d& Nu-q

Surendra Singh Garah 2025980 21.55% 2025980 21.5516 1001 Bank ~ t d . 1zzn71 le.at% ~ 1 2 ~ s

3803251 40.46% 3807t8O 4 D . W

Gajra B e v ~ l Gears Limited

[NOTES FORMING PART OF BALANCE SWEET a STATEMENT OF PROFI

Note - 3 : Reserve & s u r p l u s Reserves i% Surplus 30 September 2032 30 September Z O l l

A) Share Premium 8) Profit 8 Loss account

As per last Balance Sheet (396,336,542.00) (388,070,212.00) Addition during the yaar (6,797,881 -1 5)

C) Capital Reserve 11,448.00 D) Capital Submidy 1,914,464.00 E) Debenture Redemption Reserve 5,000,000.00

--- Total -15)

Nole- 4 : Secured Loans

State bank d india 204,334.920.00 ID01 -EFTLWCTUFITL 51,768,696.00 51,768,696.00 IFC) + TLlFlTL 12,218,769.00 12,218,769.00 Interest free sales tax loan from-MPAVN Ltd. 3,611,242.00 3.61 1,242.00 MPFC-WCTUFITL 75,655,225.00 75,655,225.00 MPSIDC(ICD) 4,086,989.00 23,969,039.00 Debentures 33,429.81 5-00 28,986,603.00

Total 18oJ60.736.0Q -- 400.554.494.09 --

a) C e h t u m am secured by way d h @ h e d m of the -9 el ma& pmies boBr prasenl ard k e

Thws dabonlures are alsc amcurd hy way of Crsl charge on the present and fulure ~mmovabb propems5 o l the m p n y by

a join1 equitable rnortagaqec! by deposil of tide &ads

b) 1DBI.EFTLIWCTUFm and IFCI-TMlft above are =red by a joint qubble mwtgaged Ly dep~sl ol 11tle deeds of immovable

properties of tb wmpanyamd also b) way of ItypothsEation 3f all movable &set dcompany{save and except huh debts) hth

p r m t and kbre. krthw. IFCI-TL-Fill TL Isso secured by exclusivs h y w M l ~ o n d w h d e plant and machary 2qcqJjrad by hlr loan.

c)lritetest tea bales tax loan IDm-MWW Lld isamred way d s m d chsrgsd on rnovabla and immovable prowdies of the company.

d) MPFC-WCTVFITL and MPSlaC(ICD) are -red by wa? of hypothedon ol al movable assets of the wmpny(save and sxcepl h k debt) both

p m t md krlure.

e) S e c u d h s shown in a h as IDBI-EFMCTUF ITL IFC1-TLIFITL.lnlerest fm sales i a a loan from-MPAVN Lta,MPFGWUUFITL,

MPSIDC(IC0)and DebeWres have wen personaly guaren!eed by the promoter directors ol the company

t) Term l ~ n s are s h inclusive of Merest accrusd lhereon upto the p a r anded on 30-W2036.

\

Gqjm Bevel Gears Limited

p-

FORMING PART OF BAUNCE SHEET L STATEMENT OF PROFIT AND LOSS

Note- 5 : Unsaeured Loans Rani Agro Pvt. Lid. Abhimanyu Agm Pvt. Ltd.

Tobl

Note- 6 Long-term provlsjon

Gratuity payable Leave en~shment payable

Total

Note. 7 Short4erm provlslon Shwt-hrm Provisions

Audit fees payable account Fringe benefit taw & TDS DIC Lease payable TDS on security charges Professional tax payble Rent payable

Total

Note4 Trade payable

Sundry creditor

Total

NOTES FORMING PART OF BALANCE SHEET & STATEMENT OF PROFIT AND LOSS Nok- 9 : Flxed Assets

NO. P%Ikulars Cost on Additions SatelOispo J Total As ?n Upto For the Adjustment 0?.10.2011 During During The 30.09.2032 01 .I 0.ZOH 1 T h w a r Y e a 1 ' 1 1

S. G R O S S B L O C K 1 D E P R E C I A T I O N 1 NET B L O K

2 Faday Building

3 Pbnt&M&dlwfy

4 Offrcswm 5 Furnilurea Fixlure

6 E M b l a p p b m

7 Canteeneqoipmank

8 W i e q u i p m e n t s

9 Vehda

Carryiw Amount as On 30.09.12

Previous Year

Carrying Amount as On 30.09.11

. " 7 %TES FORMJNG PART OF BALANCE SHEET & STATEMENT OF PROFIT AN0 LOSS I

Note t 0 Intangible Asstet%

Kssearch and Oevelopment Expenses (net of recoveries) 12,267.316.00 13,983,394.00 Less: Amortization t716.078 00 7 ,71m78800

. tQ.55?.?3&OQ 12.767.316.00

Technical Kmw-howlExh~bition expenses 5,296,022.00 5,296,022.00

Note 11: Ihuosrments

7200 equity shares of IDBI, Rs 10 each(Quoted) 585.000.00 585,000.00 1 Total

Note 12 : Invmtorle$

Raw Material Work In Progress Fmished Goods Packing Material kdigenous toois and spares imporled loose tools and spares (As certified by the management)

T ~ t e l

"Note13 : Trade Receivable"

Unsecured and considered goods: More than six months Unsecured and conslderod doubtful: More than six months

Less: Provision for doubtful debt Total

Nota 14 : Cash and Cash Equivalent

Balances with banks Current account lDBi NO-Lren account Deposit accounl* Cash In hand

Total

Gajra Bevel Gears Limised

1 *Nargln money deposlt of Rs 1273007 with SBl has been appropdated In settelmmt of dues of SBI Note 15 : Loans 8 Advances Unsecured (Considered Good unless othemrise stated) Advance* Rocovarablo In cash or In kind 6,669,850.62 6,669,850.62 Considered doubiful 64,462.00 64.462.00 CAPPARO FINANCIAL SERVICES LTD. 50,000.00 50,000.00

6.784.3j2.62 6,784,312.62 Less: Provision for doubtful advances (64,482.00) (64,462.00)

6,719,050.62 6,719,850.62 Income tax payment less provision 8,571,059.00 8,671,059.00 Security Deposb 5,200,959.00 ' 5,200,959.00

rota1 , "Note 16 : Other bcme" I

Oivldend Income From IDBI Shares 1 Interest on bank deposit 1 Waiver of Interest on OTS of SBI Loans I -- --

Total - - u a L m m a I

Note 17 : Cost of Materlal Conaumed I Opening stock of raw meterial

Add: Purchase durlng the year ' Closing stock of raw material

"Note 18 : Detalls of changes In Stock" lncmaseldecrease In Stock As at 31st March 2012

Work In progmss 7,110,395.00 Finished gocds 11,075,598.00

As at 3lst March 2011 Work in progress 7,110.395.00 7,110.395.00 Hnlshed goods 17,075,598.OQ 17,075,598.00

As at 31St Mwch 2020 Work In progress Finished goods 11,075.598.00

Increase1 decrease

T&l

Nots 19 : Other Expenses

Auditoh Fees 25,000.00 25,000.00 --

Totst -su!M?sL J O G ~

Gajra Bevel Gears Lirnaed

r NOTES FORMING PART OF BALANCE SHEET & STATEMENT OF PROFIT AN0 LOSS

Other Expenses Rent Certification charges Cmsultency charges Interest on TDS Legal expenses & fees m c e expenses Printinp & stationery Professional fees Professional tax Security charps Stock exchange Charges Travelling expanses Bank charges

"Note 20 : Finance Cost" I Interest provide for 18% redeemable non<onvertible debenture 12. 4.423.

Tot01

Note-23 : Earning Per Share I Profit attributable to equity shareholders No. of shares Earning Per Share-basic 8. Diluted

As per our Reporl annexed For and on behalf of Board of Directors 0.1. Gandhl & Co.,Chartered Accountants By the hands of

Samesp Gandhl Partner M.No.411107

Sumndra Singh

Ranveer Slngh

Gajra Bevel ' Gears Limited

M

Regd. OMce : lndurfrlal Area, Agra Barnbay Road, Wwas455 004 [M.P.)

................................................ Client ID ............................................. For Share held in Electronic Form Depository..

................... IMre ................................... of. .......................................... in the district of behg ........................ the memberlmembers of the above named company hereby appointed

............................. ....................... ......................................... of in the district of or failing him of .................................. in the district ............ as mylour proxy to vote for melus on behalf at he Annual General Meeting of the Company to be held on Monday the 31st Dec., 2012 at 11.30 A.M. and at any adpurnment thereof.

Signed this .................. Day of ..................... 2012.

.......................................................... Signature (On revenue stamp)

Note:

The proxi and the power of attorney (if any) under which it Is signed or a notarially certified copy of ma! power must be deposited at the Registered office of the Company not less than 48 hours before the commencement of the meeting. -

GAJRA BEVEL GEARS LIMITED Ragd. Offim : Industrial h a , Agra ~ o k b a ~ Road, Oawas455 001 (M.P.)

(To be handed duly filled in entrance of the mesting hall)

I Regd. Folio No ........................ I 1

.................. INO. of Shares held.. I ................ ........................................... Name of the attending MemberlPmxy* (in Block Letters) .!. '

No of Shares held ................................................................................................................. 1 hereby recwd my presence at Annual General Meeting held on 31st December, 2012.

Signature

To,

It uride~ivered please return to :

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