<dhhead>DIRECTORS REPORT</dhhead>
Dear
Shareholders;
Your
Directors are pleased to present the Annual Report together the Audited Financial
Statements of your Company for the financial year ended March 31, 2023:
1.
FINANCIAL PERFORMANCE
The
Audited Financial Statements of your Company as of March 31, 2023 have been prepared in
accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the
Companies Act, 2013 ("Act").
(Rs. in Lakhs)
Particulars |
Year
ended March 31, 2023 |
Year
ended March 31, 2022 |
Revenue
from Operations |
35,996.29 |
24,839.76 |
Other
Income |
60.11 |
86.26 |
Total
Revenue |
36,056.38 |
24,926.04 |
Earnings
Before Interest, Depreciation
and Amortization Expense and Taxes |
1348.79 |
830.46 |
Less:- A) Finance Cost |
572.83 |
348.95 |
Less:- B) Depreciation and Amortization
Expense |
80.25 |
74.88 |
Profit
/ (Loss) before Extra-Ordinary
Items and tax |
695.77 |
405.64 |
Add/(Less):
Extra-Ordinary Item |
- |
- |
Profit/(Loss)
after Extra Ordinary Items and before tax |
695.77 |
405.64 |
Total
Tax Expense |
167.36 |
112.69 |
Share
of Associates Profit |
- |
- |
Profit
/ (Loss) After Tax |
528.40 |
292.95 |
Earnings
Per Share Basic
/ Diluted (Amount in Rs.) |
6.81 |
6.42 |
2.
Performance Review & State of Companys Affairs:
For
the year ended 31st March,
2023 the company has achieved a Revenue of Rs. 35,996.29 Lacs, and it has shown the uptrend by
44.91% over the last year of
Rs. 24,839.76 Lacs. The profit
after tax for the year was Rs. 528.40 Lacs, registering the uptrend growth
of 79.76% over the profit of
Rs. 293.94 Lacs in Financial Year 2021-22.
3.
DETAILS OF SUBSIDIARY/ JOINT
VENTURE/ ASSOCIATE COMPANIES
Company
does not have any Subsidiary,
Joint venture or Associate Company.
4.
CHANGE IN NATURE OF BUSINESS
During
the financial year ended March 31,
2023, there has been no change
in the Companys nature of business.
TRANSFER
TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013
The
Board of Directors of the Company has decided not to transfer any amount to the Reserves
for the year under review.
LOANS,
GUARANTEES AND INVESTMENTS
Details
of loans and guarantees given, investments made and securities provided, if any, as
covered under the provisions of Section 186 of the Act are disclosed in the notes to the
financial statements.
MANAGEMENT
DISCUSSION & ANALYSIS
(a)
Industry Structure and Developments:
Aluminium
is more environment-friendly than steel, plastic and other materials. It has widespread
uses throughout the economy and is equally important to both the industrial and consumer
sectors. Key sectors to drive aluminium consumption in India are Auto, Power, Electronics,
Railways, Aerospace & Defence Construction, Solar Energy and Aluminium packaging.
Aluminium is 100% recyclable
and consumes 95% less energy
and releases 95% less
greenhouse gases as compared to primary aluminium and there is no loss of properties or
quality during the recycling process.
Indias
economy has significant growth potential driven by various factors, i.e. urbanization,
growing digital economy, initiatives like "Make in India", increase of
infrastructure projects, agriculture modernization, attracting foreign investment, ease of
doing business, healthcare and pharmaceuticals services, expanding international trade and
participating in global supply chains, tourism and advancements in space technology &
satellite communication. India is one of the fastest growing economies globally, in
addition to also being one of the fastest emerging markets. Thus, there is a vast scope
for the industry to develop under the current scenario.
The
Indian economy performed exceptionally well compared with the rest of the world. India is
set to remain the bright spot in CY 2023 with a potential to contribute 15% to the global GDP growth,
according to IMF. In December 2022, India also assumed G20 presidency with an ambition to
unite the world under the theme "Vasudhaiva Kutumbakam" or "One Earth - One Family - One
Future". This is an
opportunity to showcase the nations global leadership amidst growing uncertainty and
economic crisis.
The
Company is involved primarily in segment of manufacturing and trading of non-ferrous
metals although major part of the business is covered by aluminium products. Companys
main products line includes Aluminium Wire Rod, Aluminium Deox, Cored Wire, Aluminium
Alloy Ingots, Ferro Titanium, and Conductor & Cables. The Company is operating in
multiple products of aluminium and this multiplicity of operations minimizes the operating
eventualities. A considerably wide geographical presence and reach, both domestic and
international, have helped the Company to attempt de-risking its business and meet the
risks with suitable precaution. Your company is well positioned to capitalize on emerging
opportunity due to significant competitive strength, acquired over the years.
(b)
Opportunities & threats:
Opportunities
India
continues to forge ahead on its path of progress, creating remarkable opportunities for
the non-ferrous metal sector. Non-Ferrous Metal Industry is one of the key sectors of
Indian economy contributing significantly to nations GDP and providing employment to
large number of people, directly or indirectly as it meets the requirements of wide range
of key industries and also plays vital role for countrys vision for Aatmanirbhar Bharat.
The Government of India continues to enhance international co-operation for promoting FDI
and improve ease of doing business in the country.
GDP
growth rate in FY 2024 expected to be 5.9%, lower than the FY 2023 growth of 6.8% due to
subdued external demand and tightening monetary policy. However, India will remain the
fastest growing major economy. Brent oil prices are expected to remain range bound in
2023, given the continuing war in Ukraine and sanctions imposed in response by the USA and
European Union. India meets nearly 80% of its oil needs through imports. High oil prices
will also have a trickledown effect on the prices paid by consumers for goods and
services. Persistent inflation resulted in RBI to increase the repo rate by 250 basis
points throughout FY 2022-23. Further rate hikes are expected in the coming year, despite
no rate hike in the April-23 Monetary Policy Committee meeting.
Indias
manufacturing sector also outperformed the rest of the world, projecting the country as a
potential manufacturing hub. Stable political conditions, supportive policy schemes,
strong domestic consumption and growing presence of skilled professionals support this
ambition. The GOIs focus to
make the country an attractive destination for business has been a key enabler of robust
economic performance.
In
FY 2022-23, the Company delivered a resilient and strong performance, despite
macroeconomic challenges, tough market conditions and global uncertainties. The Company
has achieved sales of worth
35,996.29 Lakhs. The Company has significant spare capacity to increase its production and
sales level. Accordingly, the Company has geared-up its marketing and production
activities. This performance was mainly driven by higher volumes and better product mix,
lower input costs, stability in operations and cost-saving actions.
Our
business strategy prioritizes reaching our goals in a maximally responsible manner. We
recognise the value of a diverse workforce. We remain committed to make an even bigger
difference by reimagining and improving our work, investing in our people and welding a
sustainable future.
Threats
When
you grab the opportunities based on your strength, you are bound to be accompanied by the
risks and threats attached with them. The Company is exposed to the following type of
risks.
?
Economic Downturns
?
Market Competition
?
Cyber Security Threats
?
Reputational Damage
?
Technological Disruption
?
Natural Disasters
?
Regulatory Changes
?
Financial Risks
?
Supply Chain Disruptions
?
Global Events
?
Employee Issues
?
Environmental Concerns
?
Supplier Reliability
?
Political Instability
?
Imposition of High Import Tariffs &
Customs Duties
These
factors can be main drivers behind the pressure on the Company in terms of operation and
profitability
(c)
Segment-wise Performance:
The
company is primarily engaged in the business of manufacturing and trading of non-ferrous
metal, which constitute a single reportable segment.
(d)
Outlook:
Last
year was economically a challenging one, due to the various impact of COVID, supply chain disruptions,
coupled with rising input costs and diesel prices on the back of geopolitical crisis.
India continues to be the preferred hub of global companies across a wide range of
industries due to multiple capabilities and low costs. India has become the innovation
partner of many global companies due to its unique value proposition. India continues to
offer innovative business models to lessen the impact of the economic downturn. This
confirms the market is in a strong position to perform throughout the year.
(e)
Risk and concerns:
The
Company recognizes that risk is an integral part of business and it is committed to manage
the risks in a proactive and efficient manner. Risk evaluation and management is an
ongoing process within the Organization. The state of external environment, including
factors like interest rates, inflation, and growth in economic activity, rationalization
of tax structure, job creation & retention of manpower and consumer sentiment
continues to be the biggest source of threat as well as opportunity for the Company. Any
slowdown in the economic activity in the Country, significant job losses or high rates of
inflation can severely impact the consumption and therefore growth of the Company.
The
Companys business is exposed to many internal and external risks and it has consequently
put in place robust systems and processes along with appropriate review mechanism to
actively monitor, manage and mitigate these risks. The Company takes a structured approach
to the identification, quantification and hedging of such risks by developing
comprehensive Risk Management Policy of the Company which is periodically reviewed by the
management.
(f)
Internal control systems, its adequacy and risk management:
Your
Company maintains effectively and efficiently laid down policies, guidelines and
procedures keeping in mind the nature, size and intricacy of Companys business
objectives. The Company positively ensures strict adherence to various procedures, laws,
rules and statutes. Internal Control Systems are implemented:
To safeguard the Companys assets from loss or damage.
To keep constant check on cost structure.
To provide adequate financial and accounting controls and implement accounting standards.
The
Audit Committee reviews the adequacy and effectiveness of the Companys internal control
environment and monitors the implementation of audit recommendations. During the year, the
Company has taken steps to review and document the adequacy and operating effectiveness of
internal controls. Nonetheless, your Company recognizes that any internal control
framework, no matter how well designed, has inherent limitations and accordingly, regular
audits and review processes ensure that such systems are reinforced on an ongoing basis.
The
Company ensures the periodical Internal Audit is conducted by an independent auditor,
whose report is submitted to the Audit Committee and Board of Directors for consideration.
During the financial year 2022-23, no significant deficiencies/material weaknesses that
might impact financial statements have been reported by the Internal Auditor as at the
Balance Sheet date.
(g)
Financial performance with respect to operational performance:
During
the year under review, the revenue from operation of the Company was stood at INR 35,996.29 Lakh as against that
of INR 24,839.76 Lakh for previous year. Revenue from operation of the Company was
increased by 44.91% over
previous year.
Profit
before Tax for the financial year 2022-23 stood at INR 695.77 Lakh as against Profit
before Tax of INR 405.64 Lakh
making the net profit of INR 528.40 Lakh for the financial year 2022-23 as against the net
profit of INR 292.95 Lakh for the financial year 2021-22. Due to increase in raw material
prices, operating and other expenses, the Company could not generate the more profit even
though increase in revenue from operations.
The
Board is making its continuous efforts for re-visiting the purchase policy of the Company
and increasing the capacity utilization of manufacturing capacity and thereby achieving
reduction in the fixed cost and manual intervention in the production will lead the
Company to generate the profit in the coming years.
Financial
Highlights for operating performance of financial year 2022-23:
(Rs.
In lacs)
Particulars |
2022-23 |
2021-22 |
Total
Income |
36,056.39 |
24,926.03 |
PBT |
695.77 |
405.64 |
PAT |
528.40 |
292.95 |
The
financial ratios are mentioned as in the notes to accounts section.
(h)
Material developments in Human Resources, Industrial Relations, and Health, Safety &
Environment:
The
company believes that the human capital is the key contributor for the business growth and
competitiveness. This includes not only the employees of the Company, but the skilled
labour engaged at our factory units and through sub-contracting.
The
number of employees as on 31st March, 2023 was 256 against 240 employees on the
pay roll of the company during the previous financial year.
The
company has during the year under review maintain excellent industrial relations at all
levels. This has ensured that we have a committed and dedicated workforce with a high
level of fervor.
(i)
Key Financial Ratios for 2022-23 compared with 2021-22
Sr. No. |
Particulars |
2022-23 |
2021-22 |
1. |
Current
Ratio |
1.46 |
1.28 |
2. |
Debt
Equity Ratio |
2.06 |
3.03 |
3. |
Debt
Service Coverage Ratio |
2.06 |
2.05 |
4. |
Return
on Equity Ratio |
70.77% |
70.46% |
5. |
Inventory
Turnover Ratio |
8.47 |
9.17 |
6. |
Trade
Receivable Turnover Ratio |
7.80 |
7.80 |
7. |
Trade
Payable Turnover Ratio |
22.99 |
21.69 |
8. |
Net
Capital Turnover Ratio |
9.77 |
15.31 |
9. |
Net
Profit Ratio |
1.47% |
1.18% |
10. |
Return
on Capital Employed |
12.02% |
11.18% |
SHARE
CAPITAL STRUCTURE OF THE COMPANY
During
the year under review, the Company has increased its Authorised Share Capital and Paid Up
Capital in compliance with applicable provisions of the Companies Act, 2013, year end
share capital is mentioned hereunder:
a)
Authorized Capital:
Rs.
10,50,00,000/- (Rupees Ten
Crore Fifty Lakhs Only) divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of
Rupees 10 /- each.
b)
Issued Capital, Subscribed and Paid-up Capital:
Rs.
10,36,85,300/- (Rupees Ten
Crore Thirty Six Lakhs Eighty Five Thousand Three Hundred Only) divided into 1,03,68,530
(One Crore Three Lakh Sixty Eight Thousand Five Hundred Thirty) Equity Shares of Rupees 10
/- each.
DIVIDEND
The
Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.
TRANSFER
OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Your
Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).
DIRECTORS
RESPONSIBILITY STATEMENT
Pursuant
to Section 134(3)(C) of the Act the Board of Directors of the Company confirms that:
a)
In the preparation of the annual accounts for the year ended 31st March, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
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 at the end of the financial year and of the profit
of the company for that period;
c)
the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d)
the directors had prepared the annual accounts on a 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.
BOARD
OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL
BOARD COMPOSITION
The
Company has a balanced board with optimum combination of executive and non-executive
directors including independent directors, which plays a crucial role in board processes
and provides independent judgment on issues of strategy and performance. The board of
directors of the Company consist of eminent individuals from diverse fields having
experience and expertise in their respective fields. As on March 31, 2023, board comprises
of 6 (six) directors out of which 3 (three) are executive directors, 3 (Three) are
non-executive directors including 2 (Two) independent directors. Independent Directors are
appointed in compliance with the applicable provisions of the Act, as amended from time to
time. The maximum tenure of the independent directors is in compliance with the Act.
None
of the directors on the board holds the directorship in more than 20 (twenty) companies
and out of them none of the directors holds the directorship in more than 10 (ten) public
companies at a time, pursuant to Regulation 165 of the Act.
The
table below gives the composition of the Board and the directorships held by each of the
directors of the Company at the end of Financial Year 2022-23:
Name
of Director |
Category |
Date
of Appointment |
Number
of Shares held in the Company |
Mr.
Balkishan Shankerlal Shah Managing Director (DIN: 03006486) |
Promoter
Executive |
10/10/2017 |
15,00,000 |
Mr.
Yash Shankerbhai Shah Joint Managing Director (DIN: 09527701) |
Promoter
Executive |
07/03/2022 |
15,00,000 |
Mr.
Shankerlal Bansilal Shah Whole-Time Director (DIN: 00131715) |
Promoter
Executive |
28/12/1994 |
28,84,000 |
Mrs.
Ayushi Yash Shah Director (DIN:
09527729) |
Promoter
Group NonExecutive Director |
07/03/2022 |
3,31,990 |
Mr.
Satya Narain Mittal Director (DIN:
09533705) |
Non-Executive (Independent) |
25/03/2022 |
|
Mr.
Jaimish Govindbhai Patel Director (DIN:
09647742) |
Non-Executive (Independent) |
27/06/2022 |
|
As
on March 31, 2023, none of the Directors of the Company were related to each other except
Mr. Balkishan Shankerlal Shah, Managing Director, Mr. Yash Shankerbhai Shah, Joint
Managing Director, Mr. Shankerlal Bansilal Shah, Whole-Time Director and Mrs. Ayushi Yash
Shah, Director who are related to each other as per the provisions of the Act.
MEETINGS OF THE BOARD OF DIRECTORS
During the financial year ended March 31, 2023, 14 (Fourteen) meetings of board of
directors of the Company.
The intervening gap between the Meetings was within the period prescribed under the Act.
The following meetings of the Board of Directors were held during the financial year ended
March 31, 2023:
The
following Meetings of the Board of Directors were held during the Financial Year 2022-23:
SN |
Date
of Meeting |
Board
Strength |
No.
of Directors Present |
|||||
1 |
08/04/2022 |
7 |
7 |
|||||
2 |
20/04/2022 |
6 |
6 |
|||||
3 |
27/05/2022 |
6 |
5 |
|||||
4 |
18/06/2022 |
6 |
5 |
|||||
5 |
24/06/2022 |
6 |
5 |
|||||
6 |
27/06/2022 |
5 |
5 |
|||||
7 |
05/07/2022 |
6 |
5 |
|||||
8 |
12/07/2022 |
6 |
5 |
|||||
9 |
09/09/2022 |
6 |
6 |
|||||
10 |
24/09/2022 |
6 |
6 |
|||||
11 |
27/09/2022 |
6 |
5 |
|||||
12 |
22/11/2022 |
class=MsoNormal
align=right
style=margin-top:3.0pt;margin-right:0cm;
margin-bottom:3.0pt;margin-left:0cm;text-align:right>6 |
6 |
|||||
13 |
06/12/2022 |
6 |
6 |
|||||
14 |
20/03/2023 |
6 |
6 |
|||||
SN |
Name
of Director |
Board
Meeting |
AGM (30/09/20 22) |
|||||
No.
of Meeting Entitled to Held |
No.
of Meeting attended |
% |
||||||
1 |
Mr.
Balkishan Shankerlal Shah |
14 |
14 |
100.00 |
Yes |
|||
2 |
Mr.
Shankerlal Bansilal Shah |
14 |
14 |
100.00 |
Yes |
|||
3 |
Mr.
Yash Shankerlal Shah |
14 |
14 |
100.00 |
Yes |
|||
4 |
Mrs.
Ayushi Yash Shah |
14 |
14 |
100.00 |
Yes |
|||
5 |
Mr.
Satya Narain Mittal |
14 |
11 |
78.57 |
Yes |
|||
6 |
Mr.
Prithviraj Dhariwal |
04 |
01 |
25.00 |
No |
|||
7 |
Mr.
Jaimish Govindbhai Patel |
08 |
08 |
100.00 |
No |
|||
8 |
Mr.
Gopallal Laxminarayan Bangur |
01 |
01 |
100.00 |
No |
|||
9 |
Mr.
Kushal Omprakash Maheshwari |
01 |
01 |
100.00 |
No |
|||
CHANGE IN DIRECTORS
During
the year under review, Mr. Kushal
Maheshwari (DIN: 08481581), Non-Executive
& Independent Director and
Mr. Gopallal Laxminarayan
Bangur (DIN: 08481541), Non-Executive &
Independent Director have resigned with effect from April 20, 2022.
Mr.
Prithviraj Dhariwal (DIN: 02772870) who was
appointed as Non-Executive and Independent Director of your Company with effect from April
08, 2022 has resigned with effect from June 22, 2022.
Mr.
Jaimish Govindbhai Patel
(DIN: 09647742) was appointed as Non-Executive and Independent Director of your Company
with effect from June 27, 2022. In the opinion of the Board, the aforesaid Director
possesses the integrity, expertise and experience (including proficiency) required for
appointment as Independent Director of the Company.
DIRECTOR RETIREMENT BY ROTATION
Mr.
Shankerlal Bansilal Shah (DIN: 00131715) Director of the Company who is liable to retire
by rotation pursuant to the provisions of Section 152(6) of the Act and offer himself for
reappointment, subject to the approval of the members at the ensuing Annual General
Meeting.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The
Company has received the necessary declarations from the independent directors of the
Company in accordance with Section 149 (7) of the Act confirming that they meet the
criteria of independence prescribed under the Act. All the Independent Directors have also
confirmed that in terms of Rule 6 (3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, they have registered themselves with the Independent Directors
database as prescribed under the Act.
In
the opinion of the board, there has been no change in the circumstances which may affect
their status as independent directors and the board is satisfied of the integrity,
expertise and experience (including proficiency in terms of Section 150 (1) of the Act and
applicable rules thereunder) to all independent directors on the board.
DISQUALIFICATIONS OF DIRECTORS
During
the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as
required under the provisions of Section 164(2) of the Act read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of
your Company is disqualified; to hold office as director disqualified as per provision of
Section 164(2) of the Act and debarred from holding the office of a Director pursuant to
any order of the SEBI or any
such authority in terms of SEBI letter dated June 14, 2018 and NSE circular dated June 20,
2018 on the subject "Enforcement
of SEBI orders regarding appointment of Directors by Listed Companies".
The
Directors of the Company have made necessary disclosures, as required under various
provisions of the Act.
KEY MANAGERIAL PERSONNEL
Pursuant
to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the
following persons are to be Key Managerial Personnel of the company;
a.
Mr. Shankerlal Bansilal Shah, Chairman and Whole-Time Director
b.
Mr. Balkishan Shankerlal Shah, Managing Director
c.
Mr. Yash Shankerlal Shah, Joint Managing Director
d.
Mr. Manojkumar Jagdishchandra Shah, Chief Financial Officer
e.
Mrs. Mansi Harsh Darji,
Company Secretary
The
Board of Directors has appointed Mrs. Mansi Harsh Darji as a Company Secretary &
Compliance Officer of the Company w.e.f. June 01, 2022 who is a Key Managerial Personnel
as per Section 203 of the Act. Apart from the said change, there is no other change in the
Key Managerial personnel of the Company during the year under review.
COMMITTEES OF THE BOARD
The
Board receives regular communication regarding policy-related issues as well as other
pertinent and important information. Your board currently has three (3) committees, namely
the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder
Relationship Committee, to look into various aspects for which they have been established
in order to provide better corporate governance and transparency. The terms of reference
of these committees are in line with Act.
1.
AUDIT COMMITTEE
The
Audit Committee of the Board of Directors was constituted with the requirement of the
Section 177 of the Act and Regulation 18 of Listing Regulations.
During
the year under review, four meetings of the Audit Committee were held i.e. on July 20
2022, September 09 2022, December 06 2022, March 20 2023. The intervening gap between two
meetings did not exceed one hundred and twenty days.
The
details of the Audit Committee meetings attended by its members during FY 2022-23 are
given below:
Sr. No. |
Name
of Director |
Category
/ Nature of Directorship |
Number
of Meetings held during the FY 2022-23 |
Percentage of attendance |
|
Held |
Attended |
||||
1. |
Mr.
Satya Narain Mittal |
Chairman,
NonExecutive Independent Director |
4 |
4 |
100.00 |
2. |
Mr.
Jaimish Govindbhai Patel |
Member,
NonExecutive Independent Director |
4 |
4 |
100.00 |
3. |
Mr.
Shankerlal Bansilal Shah |
Member,
Executive Director |
4 |
4 |
100.00 |
The
Chief Financial Officer was invited to attend the audit committee meetings. The Company
Secretary of the Company acts as Secretary of the Committee. The Board of Directors has
taken note of and accepted the observations and recommendations made by the Audit
Committee.
2.
NOMINATION AND REMUNERATION COMMITTEE
The
Company has constituted a Nomination and Remuneration Committee pursuant to the provisions
of Regulation 19 of Listing Regulations and Section 178 of the Act.
During
the year under review, one meeting of the Nomination and Remuneration Committee were held
i.e. on September 09 2022.
The
details of the Nomination and Remuneration Committee meetings attended by its members
during FY 2022-23 are given below:
Sr. No. |
Name
of Director |
Category
/ Nature of Directorship |
Number
of Meetings held during the FY 202223 |
Percentage of attendance |
|
Held |
Attended |
||||
1. |
Mr.
Satya Narain Mittal |
Chairman,
NonExecutive Independent Director |
1 |
1 |
100.00 |
2. |
Mr.
Jaimish Govindbhai Patel |
Member,
NonExecutive Independent Director |
1 |
1 |
100.00 |
3. |
Mrs.
Ayushi Yash Shah |
Member,
NonExecutive Director |
1 |
1 |
100.00 |
The
Company Secretary of the Company acts as Secretary of the Committee.
3.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The
Company has constituted a Stakeholders Relationship Committee pursuant to the provisions
of Regulation 20 of Listing Regulations and Section 178(3) of the Act.
During
the year under review, one meeting of the Stakeholders Relationship Committee was held
i.e. on March 20, 2023.
The
details of the Nomination and Remuneration Committee meetings attended by its members
during FY 2022-23 are given below:
Sr. No. |
Name
of Director |
Category
/ Nature of Directorship |
Number
of Meetings held during the FY 2022-23 |
Percentage of attendance |
|
Held |
Attended |
||||
1. |
Mr.
Satya Narain Mittal |
Chairman,
NonExecutive Independent Director |
1 |
1 |
100.00 |
2. |
Mr.
Jaimish Govindbhai Patel |
Member,
NonExecutive Independent Director |
1 |
1 |
100.00 |
3. |
Mr.
Shankerlal Bansilal Shah |
Member,
NonExecutive Independent Director |
1 |
1 |
100.00 |
The
Company Secretary of the Company acts as Secretary of the Committee.
During
the year under review, the Company has not received any investor complaints from its
shareholders.
CORPORATE
GOVERANCE
In
line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate
Governance shall not apply in respect of the following class of the Companies:
a.
Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth
not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b.
Listed entity which has listed its specified securities on the SME Exchange.
Since,
our Company falls in the ambit of aforesaid exemption (b); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2022-23.
POSTAL
BALLOT
During
the financial year ended March 31, 2023, there are no special resolution was required to
be put through postal ballot.
DISCLOSURE
UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014
Disclosure
required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment
and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the
Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5
(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, hence, not applicable to the Company.
EXTRACT
OF ANNUAL RETURN
In
compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on
Companys website and can be accessed at www.bahetiindustries.com.
AUDITORS:
STATUTORY AUDITOR
Pursuant
to Section 139 of the Act read with rules made thereunder, as amended, M/s. Wadhawan &
Co., Chartered Accountants
(Firm Registration No. 129455W), were appointed as the Statutory Auditors of your Company
for a term of five years beginning from the conclusion of Annual General Meeting held in
year 2020 till the conclusion of Annual General Meeting held in year 2025 (AGM).
The
Board has taken note and M/s Wadhawan & Co., Chartered Accountants, have
confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules
framed thereunder as Statutory Auditors of the company. As required under Listing
Regulations, the Auditors have also confirmed that they hold a valid certificate issued by
the peer review Board of the Institute of Chartered Accountants of India.
There
are no qualifications, reservations or adverse remarks or disclaimers made by the auditors
in their report on the financial statements of the company for the financial year ended 31st
March, 2023. The notes on the Financial Statements referred to in the Auditors Report are
self-explanatory and do not call for any comments or explanations.
SECRETARIAL AUDITOR
Pursuant
to requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Rutul Shukla & Associates,
Practicing Company Secretaries (COP: 7470), to undertake the Secretarial Audit and to
provide Annual Secretarial Compliance Report of the company for the financial year
2022-23. Secretarial Audit Report is given by M/s Rutul Shukla & Associates,
Practicing Company Secretaries and is attached herewith as Annexure-D.
The
observations referred to in the Secretarial Audit Report are self-explanatory and do not
call for any comments or explanations.
INTERNAL AUDITOR
Internal
Auditors are appointed by the Board of Directors of the Company on a yearly basis, based
on the recommendation of the Audit Committee. The Internal Auditors report their findings
on the internal audit of the Company, to the Audit Committee on a periodic basis. The
scope of internal audit is approved by the Audit Committee.
DISCLOSURE,
AS TO WHETHER MAINTENANCE OF COST RECORDS:
Pursuant
to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost
audit records maintained by the company in respect of goods manufactured by the Company is
required to be audited.
As
per the requirement of Section 148(3) of the Companies Act read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the
recommendation of the Audit Committee, appointed Anuj Aggarwal & Co., Cost Accountant, Ahmedabad
(Firm Registration No. 102409) to audit the cost accounts of the company for the financial
year 2022-23. As required under the Act, necessary resolution seeking members
ratification for the remuneration payable to Anuj Aggarwal & Co., is forming part of the notice
convening Annual General Meeting of the company for the financial year 2022-23.
The
Cost Audit Report for the financial year 2022-23 will be submitted to the Central
Government in the prescribed format.
REPORTING
OF FRAUD
In
pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not
reported any incident of frauds (other than those which are reportable to the Central
Government) to the Board of Directors of the Company during the financial year under
review.
INTERNAL
FINANCIAL CONTROLS & THEIR ADEQUACY
Based
on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and
the relevant board committees, including the audit committee, the Board is of the opinion
that the Companys internal financial controls were adequate and effective during FY
2022-23.
COMPLIANCE
WITH SECRETARIAL STANDARDS
During
the year under review, the company has complied with the provisions of Secretarial
Standards issued by Institute of Company Secretaries of India to the extent applicable.
DEPOSITS
During
the year under review, the Company has not accepted any deposit during the financial year
under review.
There
was unsecured loan accepted by the Company from its Directors during the year under review
under sub-rule 1 clause (C) sub-clause (viii) of rule 2 of Companies (Acceptance of
Deposits) Rules 2014.
RELATED
PARTY TRANSACTIONS
All
contracts/arrangements/transactions entered by the Company during the FY 2022-23 with
related parties were in compliance with applicable provisions of the Act and on an arms
length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with the Promoters, Directors,
Key Managerial Personnel, or other designated persons which may have potential conflict
with the interest of the Company at large.
All
related party transactions are placed before the Audit Committee as also the Board for
approval. The Company has developed a Related Party Transaction Policy for the purpose of
identification and monitoring of such transaction. The Related Party Transaction policy is
placed on the Companys website i.e. www.bahetiindustries.com.
Particulars
of Contracts or arrangements with Related Parties referred to in section 188 (1) of the
Act, are disclosed in Form AOC-2
as Annexure - C to this Report.
DETAILS
OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There
was no application made and proceeding initiated / pending under the Insolvency and
Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company
during the year under review. As on the date of this report, there is no application or
proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS
OF 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 ALONG WITH
THE REASONS THEREOF
It
is not applicable to the Company during the year under review, as there exist no
Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.
MATERIAL
CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There
are no material changes and commitments, affecting the financial position of the Company
which have occurred between the financial year of the Company to which the financial
statements relate and the date of signing of this report.
DETAILS
OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
During
the year under review, there are no significant and material orders passed by the
regulators/courts or tribunals
that could impact the going concern status and operations of the Company in future.
CORPORATE
SOCIAL RESPONSIBILITY (CSR)
The
provisions of the Corporate Social Responsibility as contained under section 135 of the
Act are not applicable on the Company.
COMPANYS
POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR
DUTIES
The
Nomination and Remuneration Policy was developed by the Board of Directors of your Company
in order to ensure compliance with Section 178 of the Act, as well as any other applicable
laws. The Companys policy on Directors appointment and remuneration and other matters as
provided in Section 178(3) of the Act is available on the website of the Company at and
has been displayed on website www.bahetiindustries.com
ANNUAL
EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS
Pursuant
to the provisions of the Act and Listing Regulations the Board has carried out an annual
evaluation of its own performance, the performance of the Directors individually as well
as the evaluation of the working of its Committees.
In
a separate meeting of independent directors, performance of non-independent directors,
performance of the Board as a whole, performance of the Committee(s) of the Board and
performance of the Chairman was evaluated, taking into account the views of other
directors.
PROHIBITION
OF INSIDER TRADING
In
terms of the provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted
the revised "Code of
Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to
promoters, all directors, designated persons and connected persons and their immediate
relatives, who are expected to have access to unpublished price sensitive information
relating to the Company. The Company has also formulated a Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT
Regulations.
RISK
MANAGEMENT
The
process of identifying, evaluating, and prioritizing risks is known as risk management.
This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or
control) the probability and/or impact of unfortunate events or to maximize opportunities
for achievement. The Company has established a thorough risk assessment and minimization
process, which is periodically reviewed by the Board. These processes are examined to make
sure executive management effectively manages risk using a strictly delineated framework.
The company has identified the major risks, and processes and measures for mitigating
those risks have been developed in areas like business, project execution, events,
financial, human, environmental, and statutory compliance.
DISCLOSURE
UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
Your
Company has always believed in providing a safe and harassment free workplace for every
women employee working with your Company. Your Company always endeavors to create and
provide an environment that is free from discrimination and harassment including sexual
harassment.
Your
Company has a zero tolerance for sexual harassment at workplace and, therefore, has in
place a policy on prevention of sexual harassment at workplace. The said policy is in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint
outstanding / received from
any employee during the financial year 2022-23 and hence, no complaint is pending as on
March 31, 2023 for redressal.
VIGIL
MECHANISM/ WHISTLE BLOWER
POLICY
In
compliance with Section 177 of the Act and Regulation 22 of the Listing Regulations, your
company has implemented a whistleblower policy and created the necessary vigil mechanism
for directors and employees to enable the reporting of sincere concerns about improper or
unethical behavior without fear of vengeance.
Your
companys vigil mechanism offers sufficient protections against victimization of directors
and employees who use it, as well as, in exceptional circumstances, direct access to the
chairman of the audit committee. Access to the Chairman of the Audit Committee has never
been denied to anyone. The aforementioned policy can be found on your companys website at
www.bahetiindustries.com.
HEALTH,
SAFETY AND ENVIRONMENT PROTECTION
Your
Companys Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and
provide a healthy and safe work environment to all employees of the Company.
WEBSITE
In
compliance with Regulation 46 of Listing Regulations, your company maintains a fully
functional website with the domain name www.bahetiindustries.com. The website serves as a
comprehensive source of basic information about our company.
CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The
information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The
Companies (Accounts) Rules, 2014, is attached as Annexure - A to this Report.
GREEN
INITIATIVES
The
Notice of the AGM and the Annual Report 2022-23 are being sent only electronically to
Members whose email addresses are registered with the company or depositories in
accordance with Regulation 36 of the Listing Regulations. Members may take note that the
Notice and Annual Report for 2022-2023 will also be accessible at the website of the
Company i.e. www.bahetiindustries.com.
CAUTIONARY
STATEMENT
Statements
in this Report, describing the Companys objectives, projections, estimates and
expectations may constitute forward
looking statements within the meaning of applicable laws and regulations. Forward looking
statements are based on certain assumptions and expectations of future events. These
statements are subject to certain risks and uncertainties. The Company cannot guarantee
that these assumptions and expectations are accurate or will be realized. The actual
results may be different from those expressed or implied since the Companys operations
are affected by many external and internal factors, which are beyond the control of the
management. Hence the Company assumes no responsibility in respect of forward-looking
statements that may be amended or modified in future on the basis of subsequent
developments, information or events.
APPRECIATION
AND ACKNOWLEDGEMENT
Your
Directors place on record their deep appreciation to employees at all levels for their
hard work, dedication, and commitment. The Board places on record its appreciation for the
support and co-operation, your Company has been receiving from its suppliers, retailers,
dealers and others associated with the Company. The Directors also take this opportunity
to thank all its clients, vendors, banks, Government and Regulatory Authorities for their
continued support.
For
& on behalf of the Board
of Directors Baheti Recycling Industries Limited
Date:
September 6, 2023 |
Sd/- |
sd/- |
Place:
Ahmedabad |
Balkishan
Shankerlal Shah |
Yash
Shankerbhai Shah |
|
Managing
Director |
Joint
Managing Director |
|
DIN:
03006486 |
DIN:
09527701 |
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