(SECTION 134 OF THE COMPANIES ACT, 2013)


To The Members


The Directors are pleased to present the 51st Annual Report and the Audited
Financial Statements for the year ended 31 March, 2023.


(  /Crores)




  

    
Financial Results
    
Year ended 31 March, 2023
    
Year ended 31 March, 2022
  
  

    
Revenue from operations and other income (gross)
    
775.12
    
732.97
  
  

    
Profit before _nance costs and depreciation and amortisation expense
    
54.75
    
69.29
  
  

    
Finance costs
    
17.08
    
18.43
  
  

    
Depreciation and amortisation expense
    
20.07
    
20.39
  
  

    
Profit before exceptional items and tax
    
17.60
    
30.47
  
  

    
Exceptional items
    
-
    
3.60
  
  

    
Profit before tax
    
17.60
    
34.07
  
  

    
Less: Tax expense
    
4.11
    
8.23
  
  

    
Profit after tax
    
13.49
    
25.84
  
  

    
Other comprehensive (loss)/income
    
(1.12)
    
0.23
  
  

    
Total comprehensive income
    
12.37
    
26.07
  
  

    
Statement of other equity
    

    

  
  

    
Opening balance
    
97.96
    
64.50
  
  

    
Add: Profit for the year
    
12.37
    
26.07
  
  

    
Add: Equity component of Liability
    
-
    
(0.98)
  
  

    
Add: Premium on rights issue of equity shares
    
-
    
8.37
  
  

    
Less: capitalization of Capital redemption reserve on bonus issue of
    
(5.13)
    
-
  
  

    
equity shares
    

    

  
  

    
Less: Dividend
    
-
    
-
  
  

    
Closing balance
    
105.20
    
97.96
  



DIVIDEND


With a view to conserve the resources for future growth, the directors of the Company
have decided not to recommend any dividend on equity shares of the Company for the year
ended 31 March, 2023.


FINANCIAL PERFORMANCE


There was robust demand from OEMs for the _rst nine months, demand was subdued in Q4.
On the back of this robust demand for majority period of the year, the Company was able to
achieve revenue from operations of 

 766.36 crores in FY 2022-23 against  729.44 crores in FY 2021-22, resulting into a
y-o-y growth of 5%.

Operations for FY23 resulted in an EBITDA of  54.75 crores vis-?-vis an EBIDTA of
 69.29 crores for FY22. Decrease was largely on account of steep increase in power &
fuel cost & major repairs work carried out at Mumbra plant.

The KKR Facility II having an outstanding of  25 crores was re-_nanced by way of term
loan of  40 Crores from Tata Capital Financial Services Limited.  15 crores out of the
total sanctioned amount of  40 crores were utilized for working capital augmentation.

In terms of approval of the Board of Directors at their meeting held on 24 August,
2022, the Company had recommended bonus share issue in the ratio of 1:2 i.e. one equity
bonus share for two fully paid-up equity shares. This has subsequently been approved by
the Shareholders at their meeting held on 20 September, 2022. The record date was 28
September, 2022. Pursuant to the approval given by its shareholders, the Company has
allotted 51,18,353 equity shares of Rs. 10/- each as fully paid bonus equity shares to the
eligible shareholders on 03 October, 2022.


INDIAN ACCOUNTING STANDARDS ("IND AS")


The financial statements for the year ended 31 March, 2023 have been prepared in
accordance with the Indian Accounting Standards ("Ind AS") as required under the
provisions of Section 133 of the Companies Act, 2013 read with rules made there under, as
amended.


MANAGEMENT DISCUSSION AND ANALYSIS


A detailed analysis of the Company's operations in terms of performance in markets,
manufacturing activities, business outlook, risks and concerns forms part of the
Management Discussion and Analysis, a separate section of this report.


DIRECTORS' RESPONSIBILITY STATEMENT


Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, your
Directors con_rm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31 March, 2023 and of the Profit
and Loss of the Company for the period ended on that date;

(c) the directors had taken proper and suf_cient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

(d) the directors had prepared the annual accounts going concern basis;

(e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.


RELATED PARTY CONTRACTS AND ARRANGEMENTS


The contracts or arrangements of the Company with related parties during the period
under review referred to in Section 188(1) of the Companies Act, 2013 were in the ordinary
course of business and on arm's length basis. During the year, the Company had not entered
into the contract/arrangement/transaction with related parties which could be considered
‘material' in accordance with the related party transaction policy of the Company.
Thus, there are no transactions which are required to be reported in the prescribed Form
AOC-2 of the Companies (Accounts) Rules, 2014.

Further, during the Financial Year 2022-23, there were no materially signi_cant related
party transactions entered into by your Company with the Promoters, Directors, Key
Managerial Personnel or other designated persons, which might have potential con_ict with
the interest of the Company at large.

As all the related party transactions are at arm's length price and in the ordinary
course of business, the same are placed before the Audit Committee for its approval. There
was no related party transaction which requires approval of the Board. During the
Financial Year under review, the Audit Committee has approved the related party
transactions through the omnibus mode in accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("the Regulations"). Related party transactions were disclosed to the Board on
regular basis as per Ind AS-24. Details of related party transactions as per Ind AS-24 may
be referred to in the Notes forming part of the Financial Statements.

The policy on Related Party transactions as approved by the Board in terms of the
provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Regulations") is available on the official website of
the Company i.e. www.bharatgears. com under the link: http://bharatgears.com/documents/ related
on _party_transaction_policy.pdf


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT


During the period under review, the Company has not made any loan, guarantee or
investment in terms of the provisions of Section 186 of the Companies Act, 2013.


DIRECTORS


During the Financial Year 2022-23, the members of the Company vide their special
resolution(s) passed at the 

Annual General Meeting held on 20 September, 2022 approved the:

3 Re-appointment of Mr. Nagar Venkatraman Srinivasan as a Non-Executive Director on the
Board of the Company liable to retire by rotation upto the conclusion of the 51st
AGM of the Company in the Calendar year 2023 in terms of the provisions of Section 152 of
the Companies Act, 2013.

in terms of the applicable provisions of the Companies Act, 2013 and the Regulations,
in read with Regulation 17 of the Regulations as amended, the age of Mr. Nagar Venkatraman
Srinivasan being more than seventy _ve years at the commencement of his tenure.

3 Appointment of Mr. Raman Nanda as a Non-Executive Independent Director of the Company
for a period of 5 (Five) years upto the conclusion of the 55th Annual General
Meeting (AGM) of the Company in the Calendar Year 2027 in terms of the provisions of
Section 149 of the Companies Act, 2013.

Therefore, in terms of the provisions of Section 152 of the Companies Act, 2013, it has
been proposed to re-appoint Mr. Nagar Venkatraman Srinivasan as a Non-Executive Director
liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company
upto the conclusion of the next Annual General Meeting (AGM) of the Company in the
Calendar Year 2024 by way of special resolution pursuant to the applicable provisions of
the Companies Act, 2013 and the Regulations, in read with Regulation 17 of the Regulations
as amended, the age of Mr. Nagar Venkatraman Srinivasan being more than seventy _ve years
at the commencement of his proposed tenure.


BOARD'S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED/RE-APPOINTED DURING THE YEAR


The Board is of the opinion that the Independent Directors appointed/re-appointed
during the year under review are person(s) of integrity and possess core skills/expertise/
competencies (including the pro_ciency) as identi_ed by the Board of Directors as required
in the context of Company's business(es) and sector(s) for the Company to function
effectively.


NUMBER OF MEETINGS OF THE BOARD


During the financial year 2022-23, 5 (Five) Board Meetings were held on the following
dates:-

• 27 May, 2022;

• 22 July, 2022;

• 24 August, 2022;

• 10 November, 2022; and

• 10 February, 2023.

The gap between any two meetings was not more than one hundred twenty days as mandated
under the provisions of Section 173 of the Companies Act, 2013 and Regulation 17(2) of the
Regulations.


INDEPENDENT DIRECTORS


In terms of the provisions of Section 149(7) of the Companies Act, 2013 read with
Regulation 25(8) of the Regulations, all the Independent Directors of the Company have
furnished a declaration to the Compliance Officer of the Company at the meeting of the
Board of Directors held on 25 May, 2023 stating that they ful_ll the criteria of
Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 read
with Regulation 16(1)(b) of the Regulations, and are not being disquali_ed to act as an
Independent Director. Further, they have declared that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external in_uence.

In the opinion of the Board, all the Independent Directors ful_ll the conditions
speci_ed in the Companies Act, 2013 read with the Rules made there under and the
Regulations, and are independent of the management.

In terms of Regulation 25(7) of the Regulations, the Company has adopted a
familiarization programme for the Independent Directors to familiarize them with working
of the Company, nature of the industry in which the Company operates, business model of
the Company, their roles, rights, responsibilities and other relevant details. The details
of familiarization programme during the Financial Year 2022-23 are available on the
of_cial website of the Company i.e. www.bharatgears.com under the link:
http://bharatgears.com/documents/details-of-familiarization-programme-for-independent-directors-fy22-23.pdf


POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND
SENIOR MANAGEMENT PERSONNEL


In terms of the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 19 of the Regulations, Nomination and Remuneration Committee (‘NRC') has
formulated a policy relating to appointment and determination of the remuneration for the
Directors, Key Managerial Personnel and Senior Management Personnel which has been adopted
by the Board of Directors of the Company. The NRC has also developed the criteria for
determining the quali_cations, positive attributes and independence of Directors and for
making payments to the Executive and Non-Executive Directors of the Company.

Your Directors af_rm that the remuneration paid to the Directors, Key Managerial
Personnel, Senior Management Personnel and other employees is as per the Nomination and
Remuneration Policy of your Company.

The salient features of the Nomination and Remuneration Policy are as under:

• Formulation of the criteria for determining quali_cations, positive attributes
and independence of a Director.

3 For every appointment of an Independent Director, the Nomination and Remuneration
Committee evaluates the balance of skills, knowledge and experience on the Board and on
the basis of such evaluation, prepare a description of the role and capabilities required
of an Independent Director. The person recommended to the Board for appointment as an
Independent Director shall have the capabilities identi_ed in such description. For the
purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and

c. consider the time commitments of the candidates.

• Identi_cation of persons who are quali_ed to become Director and persons who may
be appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in the Nomination and Remuneration policy.

• Recommendation to the Board for appointment and removal of Director, KMP and
Senior Management Personnel.

• Formulation of the criteria for devising a policy on diversity of Board of
Directors.

• Deciding that whether to extend or continue the term of appointment of the
Independent Director, on the basis of the report of performance evaluation of Independent
Directors.

• Recommendation to the Board, all remuneration, in whatever form, payable to
senior management.

The said policy is available on the official website of the Company i.e.
www.bharatgears.com under the link: https://www.bharatgears.com/documents/nomination_ and_
remuneration _policy_ BGL .pdf


EVALUATION PROCESS


The Nomination and Remuneration Committee has established a framework for the
evaluation process of performance of the Board, its Committees and Individual Directors
and the same was adopted by the Board. 

During the period under review, the Board of Directors at its meeting held on 25 May,
2023 have carried out the evaluation of the performance of Independent Directors and their
independence criteria and the Independent Directors in their meeting held on 29 March,
2023 have evaluated the performance of the Chairman and Non-Independent Directors and the
Board as a whole and also assessed the quality, quantity and timeliness of _ow of
information between the Board and Company management.


KEY MANAGERIAL PERSONNEL


The following Directors/Of_cials of the Company have been designated as Key Managerial
Personnel (KMP) of the Company by the Board of Directors in terms of the provisions of
Section 203 of the Companies Act, 2013 and the Regulations:

1. Mr . Surinder Paul Kanwar, Chairman and Director

2. Mr . Sameer Kanwar, Joint Managing Director

3. Mr . Milind Pujari, Chief Financial Of_cer

4. Mr . Prashant Khattry, Corporate Head (Legal) Company Secretary 

No Key Managerial Personnel (KMP) of the Company has resigned during the financial year
ended 31 March, 2023. 


DISCLOSURES UNDER THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014


Details pertaining to remuneration as required under Section 197(12) of the Companies
Act, 2013 read with the Companies (Appointment) and Remuneration of Managerial Personnel)
Rules, 2014 are enclosed as Annexure -"A" to this report.


PARTICULARS OF EMPLOYEES


Information regarding employees in accordance with the provisions of Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
containing particulars of top ten employees in terms of the remuneration drawn and
employees drawing remuneration in excess of the limits set out in Rule 5(2) & (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, are provided as part of the Board' Report. However, in terms of the provisions of
Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the members
of the Company and others entitled thereto, excluding the said statement. Any member
interested in obtaining such particulars may write at investor@bglindia. com. The said
information is also available for inspection at the Registered Of_ce of the Company during
working hours till the date of Annual General Meeting. 


RISK MANAGEMENT


A robust and integrated enterprise risk management framework is in existence under
which the common prevailing risks in the Company are identi_ed, the risks so identi_ed are
reviewed on periodic basis by the Audit Committee and the management's actions to mitigate
the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as
approved by the Board has been adopted by the Company.


CORPORATE SOCIAL RESPONSIBILITY


In terms of the provisions of Section 135 of the Companies Act, 2013, the Corporate
Social Responsibility Committee ("CSR Committee") is in existence to monitor the
Corporate Social Responsibility Policy of the Company as and approved by the Board and the
said policy is available on the of_cial website of the Company i.e. www.bharatgears. com
under the link: http://bharatgears.com/documents/ CSR_Policy_BGL.pdf

The CSR Committee comprises of Mr. Surinder Paul Kanwar, Mr. Sameer Kanwar and Mr.
Rakesh Chopra.

The role of the Corporate Social Responsibility Committee includes:

(a) Formulation and recommendation to the Board, a Corporate Social Responsibility
Policy (CSR Policy) and annual action plan in pursuance of CSR Policy consisting
oflistofapprovedprojectsorprogramstobeundertaken within the purview of Schedule VII of the
Companies Act, 2013, manner of execution of such projects, modalities of fund utilization
and implementation schedules, monitoring and reporting mechanism for the projects, and
details of need and impact assessment, if any, for the projects to be undertaken.

(b) Monitoring the Corporate Social Responsibility Policy and annual action plan of the
Company from time to time.

(c) Recommendation of the amount of expenditure to be incurred on the activities
referred to in clause (a) above.

(d) Instituting a transparent monitoring mechanism for implementation of the CSR
projects or programs or activities undertaken by the Company. 

The Company was not required to spend any money on CSR activities during the Financial
Year 2022-23. However, the Board of Directors of the Company in its meeting held on 24
March, 2022 considered and approved the Annual Action Plan for spending on Corporate
Social Responsibility (CSR) activities during the Financial Year 2022-23, amount
aggregating upto Rs. 25,00,000/- (Rupees Twenty Five Lakhs Only), as recommended by the
CSR Committee in its meeting held on even date.

Subsequently, the Company has spent Rs. 8,91,010/- (Rupees Eight Lakhs Ninety One
Thousand Ten Only) in the Financial Year 2022-23 voluntarily on CSR activities in terms of
the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 on
following CSR activities:


  

    
AMOUNT SPENT ON CSR ACTIVITIES IN THE FINANCIAL
  
  

    
YEAR 2022-23
    

  
  

    
Particulars
    
Amount ()
  
  

    
Preventive health camps project in
    
2,10,370.00
  
  

    
partnership with Medihelp Foundation, a
    

  
  

    
Non Government Organization providing
    

  
  

    
assistance to underprivileged in healthcare,
    

  
  

    
involving provision of health camp(s) for
    

  
  

    
the benefit of community residing in the
    

  
  

    
region of District of Faridabad (Haryana)
    

  
  

    
and other nearby areas
    

  
  

    
Biogas project for conservation of Forest
    
4,00,000.00
  
  

    
and reduction in Green House Gas
    

  
  

    
Methane (CH4) constructed by Bhagirath
    

  
  

    
Gramvikas Pratishthan, Maharashtra
    

  
  

    
Donation to Ramakrishna Mission
    
2,00,000.00
  
  

    
Vidyapith, Deoghar, Jharkhand for
    

  
  

    
construction of Staff Quarters
    

  
  

    
Providing 2 Nos. Bullet Proof Jackets to
    
80,640.00
  
  

    
the Local Police for road safety patrolling
    

  
  

    
TOTAL
    
8,91,010.00
  


The report on CSR activities with other details in terms of the provisions of Rule 8 of
the Companies (Corporate Social Responsibility) Rules, 2014 for the Financial Year 2022-23
is enclosed as Annexure-"B" to this report.

Further, a Certi_cate issued by Mr. Milind Pujari, Chief Financial Officer of the
Company certifying that the funds of CSR have been utilized for the purposes and in the
manner as recommended by the CSR Committee and approved by the Board is enclosed as Annexure-"C"
to this report.


AUDIT COMMITTEE


The Audit Committee comprises of Mr. Rakesh Chopra, Mr. Virendra Kumar Pargal and Ms.
Hiroo Suresh Advani.

Further, the details on the Audit Committee and its terms of reference etc. have been
furnished in the Corporate Governance Report forming part of this Report. During the year
under review, all recommendations of the Audit Committee were accepted by the Board of
Directors of the Company unanimously.


INTERNAL COMPLAINTS COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT


Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has
constituted Internal Complaints Committee (ICC) at all its Units (i.e. 

Faridabad, Mumbra and Lonand) where any grievance of sexual harassment at workplace can
be reported.

The Company has also adopted a policy on Prevention of Sexual Harassment at workplace.
The objective of the policy is to provide its women employees, a workplace free from
harassment/discrimination and every employee is treated with dignity and respect. The said
policy is available on the of_cial website of the Company i.e. www.bharatgears.com
under the link: http://bharatgears.
com/documents/policy-for-prevention-of-sexual-harassment.pdf

During the year under review, ICC of all units of the Company has not received any
complaint pertaining to sexual harassment of women at workplace.


SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES


During the year under review, no Company has become or ceased to be subsidiary, joint
venture or associate of the Company.


DEPOSITS 


During the year under review, the Company did not accept any deposits.


Investor Education and Protection Fund (IEPF)


In terms of the provisions of Section 124(5) of the Companies Act, 2013 read with the
lnvestor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 and further amendments thereto, no unclaimed dividend was required to
be transferred to the Investor Education and Protection Fund (IEPF) during the Financial
Year 2022-23, and there were no equity shares liable to be transferred into IEPF during
the Financial Year 2022-23.


BONUS ISSUE OF EQUITY SHARES


During the year under review, since the Company was in its 50th year of
start of its operations and had done remarkably well during the previous financial year,
it was decided to share the bene_ts to the valuable members of the Company as a token of
gratitude.

In purview thereof, the Board of Directors of the Company in its meeting held on 24
August, 2022 approved the issue of Bonus Shares to the members of the Company by way of
capitalization of reserves in terms of the applicable provisions of the Articles of
Association (AOA) of the 

Company, the Companies Act, 2013 and the Regulations, in the ratio of 1:2 i.e. issue of
1 (One) Equity Share for every 2 (Two) Equity Shares held by the members whose names
appear in the Register of Members or as the bene_cial owner(s) of the Equity Shares of the
Company, in the records of the Depositories, on the close of business on the Record Date
being 28 September, 2022.

Subsequently, the Finance Committee of Board of Directors of the Company in its meeting
held on 03 October, 2022 allotted 51,18,353 (Fifty One Lakhs Eighteen Thousand Three
Hundred and Fifty Three) Equity Shares of Rs. 10/- (Rupees Ten) each as fully paid up
bonus shares, to the eligible members of the Company.

Under the said allotment, 4,868 (Four Thousand Eight Hundred Sixty Eight) Bonus Shares
representing fractional shares, arising out of the issue and allotment of the bonus Equity
Shares had been allotted to Link Intime India Private Limited, Registrar and Transfer
Agent of the Company who held them in trust for eligible members and sold such Equity
Shares at the prevailing market rate and the net sale proceeds of such Equity Shares,
after adjusting the cost and the expenses in respect thereof, had been distributed among
eligible members who were entitled to such fractions in proportion of their respective
fractional entitlements.


AUDITORS


The Statutory Auditors, M/s Deloitte Haskins & Sells LLP, Chartered Accountants
(ICAI Registration No. 117366W/ W-100018) had been appointed as Statutory Auditors of the
Company in the 50th Annual General Meeting of the Company held on 20 September,
2022 for a period of 5 (Five) years in terms of the provisions of Section 139 of the
Companies Act, 2013 to hold of_ce from the 50th AGM to 55th AGM in
the calendar year 2027. 


REPORT ON FINANCIAL STATEMENTS


The report of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI
Registration No. 117366W/W-100018), the Statutory Auditors of the Company on the financial
statements of the Company for the year ended 31 March, 2023 is annexed to the financial
statements in terms of the provisions of Section 134(2) of the Companies Act, 2013. The
observations of the Auditors in their report are self-explanatory and/or explained
suitably in the Notes forming part of the Financial Statements. The report of the
Statutory Auditors does not contain any quali_cation, reservation or adverse remark which
needs any explanation or comment of the Board.


SECRETARIAL AUDIT 


The Board has appointed M/s TVA & Co. LLP, Practicing Company Secretaries as
Secretarial Auditor for the Financial Year 2022-23 in terms of the provisions of Section
204 of the Companies Act, 2013. The Secretarial Audit Report of the Company for the
Financial Year ended 31 March, 2023 in the prescribed Form MR-3 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure
-"D" to this report. The Secretarial Audit Report does not contain any
quali_cation, reservation or adverse remark which needs any explanation or comment of the
Board. 


INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY


The Company has a proper and adequate system of internal financial controls which
includes the policies and procedures for ensuring the orderly and ef_cient conduct of its
business, including adherence to the Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information. During
the year, such controls were tested and no material weakness in the design or operations
was observed.


COST RECORDS AND AUDIT


During the year under review, the Company had been mandatorily required to maintain the
cost records as speci_ed by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013 and accordingly such accounts and records have been made and
maintained.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended, M/s M.K. Kulshrestha &
Associates, Cost Accountants, Ghaziabad has conducted the audit of the cost records of all
the 3 (Three) plants of the Company viz. Mumbra (Maharashtra), Lonand (Maharashtra) and
Faridabad (Haryana) for the year ended 31 March, 2022 and submitted their report thereon
within the prescribed time limits. Subsequently, M/s M.K. Kulshrestha & Associates,
Cost Accountants, Ghaziabad shall conduct the audit of the cost records of all the 3
(Three) plants of the Company viz. Mumbra (Maharashtra), 


  

    
Lonand (Maharashtra) and Faridabad (Haryana) for the
  
  

    
year ended 31 March, 2023 and shall submit their report
  
  

    
thereon within the prescribed time limits during the
  
  

    
Financial Year 2023-24.
  
  

    
Further, on recommendation of the Audit Committee,
  
  

    
the Board of Directors of the Company in its meeting
  
  

    
held on 24 May, 2023 has approved the appointment
  
  

    
of M/s M.K. Kulshrestha & Associates, Cost Accountants,
  
  

    
Ghaziabad as Cost Auditors of the Company to conduct
  
  

    
the audit of the cost records of all the 3 (Three) plants
  
  

    
of the Company viz. Mumbra (Maharashtra), Lonand
  
  

    
(Maharashtra) and Faridabad (Haryana) for the year
  
  

    
ending 31 March, 2024.
  
  

    
CORPORATE GOVERNANCE
  
  

    
The Company is committed to maintain the quality
  
  

    
standards of Corporate Governance. The Report on
  
  

    
Corporate Governance as stipulated under Schedule V(C)
  
  

    
of the Regulations forms part of this Report.
  
  

    
The requisite Certi_cate of Compliance from Statutory
  
  

    
Auditors, M/s Deloitte Haskins & Sells LLP, con_rming
  
  

    
compliance with the conditions of Corporate Governance
  
  

    
is attached to this Report.
  
  

    
During the year under review, the Company had received
  
  

    
an intimation from the BSE Limited (BSE) and National
  
  

    
Stock Exchange of India Limited (NSE) advising the
  
  

    
Company to pay _ne in terms of Circular No. SEBI/HO/CFD/
  
  

    
CMD/CIR/P/2020/12 dated 22 January, 2020 issued by the
  
  

    
Securities and Exchange Board of India (SEBI) in respect of
  
  

    
the Non-Compliance with the Constitution of Nomination
  
  

    
and Remuneration Committee.
  
  

    
Upon being learnt that Chairman of the Company is
  
  

    
also being considered while calculating the 2/3rd of
  
  

    
the members of the Nomination and Remuneration
  
  

    
Committee as Independent Directors and any fraction
  
  

    
on the higher side should only be considered and having
  
  

    
understood the same, the Nomination and Remuneration
  
  

    
Committee had been reconstituted vide circular resolution
  
  

    
of the Board of Directors on 12 May, 2022. The requisite
  
  

    
_ne had also been paid to NSE.
  
  

    
Further, the Company has moved an application for
  
  

    
waiver of the _ne imposed with necessary justi_cation
  
  

    
and clari_cation for such non-compliance which
  
  

    
included difference of interpretation that the Chairman
  
  

    
of the Company will not be included in calculation of
  
  

    
the Committee constitution of 2/3rd members must be
  


independent director in terms of Regulation 19(1) of the Regulations, the Nomination
and Remuneration Committee had been continued to be constituted with 3 (Three) Independent
Directors and 2 (Two) Non Independent Directors (including Chairman of the Company) and
the Nomination and Remuneration Committee ("NRC") has not acted upon any agenda
item or passed any circular resolution before its reconstitution on 12 May, 2022. This
proves that NRC has not taken any steps with the inadequate composition of the Committee
members which might have affected the NRC approval. Also, the said non-compliance for a
certain period had been in existence only due to misinterpretation at our end and we
recti_ed the same immediately upon having clarity.

The decision of the Stock Exchange(s) on the waiver application _led by the Company is
awaited. If the said application is considered by the Stock Exchange(s) favourably, the
_ne paid by the Company to NSE shall be refunded.


VIGIL MECHANISM/WHISTLE BLOWER MECHANISM


In terms of the provisions of Section 177 of the Companies Act, 2013 and the
Regulations, the Company has established an effective mechanism called Vigil Mechanism
(Whistle Blower Mechanism). The mechanism under the Policy has been appropriately
communicated within the organisation. The purpose of this policy is to provide a framework
to promote responsible whistle blowing by employees or by any other person who avails such
mechanism. It protects employees or any other person who avails such mechanism wishing to
raise a concern about serious irregularities, unethical behavior, actual or suspected
fraud within the Company by reporting the same to the Audit Committee.

Protected disclosure can be made by the whistle blower in a closed and secured envelope
or sent through e-mail to the Compliance Officer.

During the year under review, no complaint has been received and no employee was denied
access to the Audit Committee.

The functioning of the Whistle Blower Mechanism/Vigil Mechanism existing in the Company
is reviewed by the Audit Committee on Annual basis.

The policy on vigil mechanism is available on the official website of the Company i.e.
www.bharatgears.com under the link: http://bharatgears.com/documents/policy_on_
vigil_mechanism.pdf


RECONCILIATION OF SHARE CAPITAL AUDIT 


In terms of Regulation 76 of the SEBI (Depositories and Participants) Regulations,
2018, the Reconciliation of Share Capital Audit is undertaken by a _rm of Practicing
Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total
shares held in CDSL, NSDL and in physical form with the admitted, issued and listed
capital of the Company. 

The Reconciliation of Share Capital Audit Report(s) as submitted by the Auditor on
quarterly basis were _led with the National Stock Exchange of India Limited (NSE) through
NSE Electronic Application Processing System (NEAPS) and with BSE Limited (BSE) through
BSE Listing Centre, where the original shares of the Company are listed.


LISTING OF SHARES


The Equity Shares of the Company are listed on the BSE Limited, Mumbai and the National
Stock Exchange of India Limited, Mumbai.


DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013


Except as disclosed elsewhere in the Annual Report, there have been no material changes
and commitments, which can affect the financial position of the Company between the end of
financial year and the date of this report.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO 


The information in accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure-"E"
to this Report.


ANNUAL RETURN


In terms of the provisions of Section 134(3)(a) read with Section 92(3) of the
Companies Act, 2013 and the relevant rules made thereunder, a copy of the Annual return as
prescribed under Section 92 of the Companies Act, 2013, as amended shall be made available
on the of_cial website of the Company www.bharatgears.com under the link:
https://www.bharatgears.com/documents/annual-return-for-2022-23.pdf


COMPLIANCE OF SECRETARIAL STANDARDS


During the period under review, the Company has duly complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.


COURT/TRIBUNAL ORDERS


There were no instances of any signi_cant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.


DETAILS OF APPLICATION/PROCEEDING UNDER THE INSOLVENCY AND BANCRUPTCY CODE, 2016


Neither any application has been made nor any proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review. 


INSTANCES OF DIFFERENCE IN VALUATION


There is no such instance where there is difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions.


INDUSTRIAL RELATIONS


During the year under review, industrial relations in the Company continued to be
cordial and peaceful.


ACKNOWLEDGEMENTS 


The Board of Directors thank the shareholders for their continued support and they
would like to place on record their appreciation for the dedicated services rendered by
the Employees at all levels.

The Directors wish to convey their gratitude to the Financial Institutions, Banks,
Customers, Suppliers and Collaborators for the assistance and con_dence reposed by them in
the Company.


  

    

    
For and on behalf of the Board of Directors
  
  

    

    
Surinder Paul Kanwar
  
  

    

    
Chairman and Managing Director
  
  

    
Dated: 25 May, 2023
    
DIN: 00033524
  
  

    
-
    

  
  

    
Place: Mumbai