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Beardsell Ltd.

BSE: 539447 Sector: Industrials
NSE: BEARDSELL ISIN Code: INE520H01014
BSE LIVE 15:19 | 02 Dec 422.50 -22.20
(-4.99%)
OPEN

423.00

HIGH

435.00

LOW

422.50

NSE LIVE 15:30 | 02 Dec 415.40 -19.70
(-4.53%)
OPEN

434.00

HIGH

440.00

LOW

413.45

OPEN 423.00
PREVIOUS CLOSE 444.70
VOLUME 1385
52-Week high 622.00
52-Week low 100.90
P/E 31.79
Mkt Cap.(Rs cr) 197.73
Buy Price 422.50
Buy Qty 7.00
Sell Price 426.00
Sell Qty 25.00
OPEN 423.00
CLOSE 444.70
VOLUME 1385
52-Week high 622.00
52-Week low 100.90
P/E 31.79
Mkt Cap.(Rs cr) 197.73
Buy Price 422.50
Buy Qty 7.00
Sell Price 426.00
Sell Qty 25.00

Beardsell Ltd. (BEARDSELL) - Director Report

Company director report

REPORT OF BOARD OF DIRECTORS

Your Directors present the 79th Annual Report of the Company together with the AuditedAccounts for the Financial Year ended 31.03.2016.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS ( Rs. In Lakhs)
Year Ended 31.03.2016 Year Ended 31.03.2015
Gross Revenue 15122.88 13202.42
Profit before interest & Depreciation 1355.94 762.14
Finance Cost 520.26 462.86
Profit before Depreciation 835.68 299.28
Depreciation 322.33 304.50
Profit / ( LOSS) before tax 513.55 (5.22)
Profit / (LOSS) after taxation 328.53 (9.83)
Surplus in Statement of Profit & Loss Account from Last Year 1651.08 1723.05
Less: Depreciation on transition to Schedule II of The Companies Act 2013 on tangible fixed assets with nil remaining useful life - (5.78)
Appropriations
Dividend paid on Equity Shares 56.20 46.83
Tax on Dividend 11.44 9.53
Surplus carried to Balance Sheet 1911.97 1651.08

DIVIDEND:

The Board of Directors wishes to inform the shareholders that Interim Dividend at therate of Re.1.20 (12 percent) per share was paid as Dividend for the year ended 31st March2016 to those share holders whose name appeared in the Register of Members on 23rd March2016. The above payment shall be considered as final dividend and no fresh dividend isrecommended by the Board.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on Consolidated FinancialStatements the audited consolidated financial statement is provided in the Annual Report.

REVIEW OF OPERATIONS

A) PACKAGING PRODUCTS

EPS division showed an excellent achievement both in production as well as grossmargins. Continuous reduction in RM pricing due to crude/dollar fluctuations helpedincrease in margins.

B) PREFABRICATED PANEL PRODUCTS

Our Isobuild sales went up due to a major order from KRIDL Bangalore.

The Quikbuild sales also have picked up considerably.

C) CONTRACTS & EXPORTS

Our contracting division continues to execute insulation contracts for major publicsector companies. We are striving to increase revenues in this segment by marketing acrossregions. The exports division has successfully won several global tenders and are in theprocess of implementing those contracts. The exports teams is doing remarkably well.

CHANGE IN THE NATURE OF BUSINESS IF ANY: There is no change in the nature of business.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe Financial Statements relate and the date of the report: Nil

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future : Nil

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements : Adequate internal financial controls are in place and they areworking effectively and efficiently.

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY

Our Company has acquired M/s. Sarovar Insulation Pvt Ltd and made it a wholly ownedSubsidiary on 29/02/2016. M/s.Sarovar Insulation Pvt Ltd is engaged in the manufacture andprocessing of EPS products at Coimbatore and at SUPA Ahmednagar Maharashtra.

Fixed Deposits

(a) Accepted During the year Rs. 8849000/-
(b) Remained Unpaid or unclaimed as at the end of the year Rs.209000/-
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved There was no default in repayment of deposits or payment of interest thereon.
(d) At the beginning of the year NIL
Maximum during the year NIL
At the End of the year NIL
The details of deposits which are not in compliance with the requirements of Chapter V of the Act NIL

STATUTORY AUDITORS

Messrs. Deloitte Haskins & Sells (DHS) Chartered Accountants Chennai (ICAIRegistration Number of the firm is 008072S) were appointed as Statutory Auditors of theCompany in our Seventy Seventh Annual General Meeting held on 13th August 2014 and theyhold office till the conclusion of our Eightieth Annual General Meeting on a remunerationas the Board of Directors of the Company may determine in addition to travelling and outof pocket expenses.

INTERNAL AUDITORS

Mr .V. V Sridharan (Membership Number FCA 24801) is the Internal Auditor of ourCompany.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT-9 forms part of this Board's Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information Under Section 134 (3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 and forming part of Directors Report for the year ended 31st March2016.

Research and Development Technology Absorption and Conservation of Energy

The main focus of the Company's Research and Development effort is on EnergyConservation process upgradation and environmental preservation

Better utility of Resources to minimize cost & wastage. Continuous efforts are onto reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review Foreign Exchange Earnings amounted to Rs.1155.29 Lakhs asagainst Rs.1266.48 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review was Rs.1102.74 Lakhs asagainst Rs.1392.67 Lakhs during previous year.

DIRECTORS

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting and beingeligible offer herself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

The declaration by Independent Directors forms part of this Board's Report.

FORMAL ANNUAL EVALUATION:

The Board members and the Committee members performed their functions as required bythe Companies Act 2013 and as per the regulatory framework of Securities and ExchangeBoard of India.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2015-16 Six Board Meetings were held on 29/05/201513/08/2015 13/11/2015 12/02/2016 19/02/2016 and 12/03/2016.

AUDIT COMMITTEE:

During the financial year 2015-16 Four Audit Committee Meetings were held on29/05/2015 13/08/2015 13/11/2015 and 12/02/2016.

Composition and Attendance record of the members of the Committee is as under:

S.No Member Designation No. of meetings attended
1 Mr. M. Uttam Reddi Independent 3
2 Mr. V. Thirumal Rao Non-Executive 4
3 Mr. R. Gowri Shanker Independent 4
4 Mr. V.J. Singh Independent 4
5 Mr. S.V. Narasimha Rao Executive Director 4

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to reportgenuine concerns and the same is hosted in our website www.beardsell.co.in.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2015-16 one Committee meeting was held on 29/05/2015.

S.No Member Designation No. of meetings attended
1 Mr. M. Uttam Reddi Independent 1
2 Mr. V. Thirumal Rao Non-Executive 1
3 Mr. R. Gowri Shanker Independent 1
4 Mr. V.J. Singh Independent 1

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report.

CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS :

S.No Member Designation No. of meetings attended
1 Mr Bharat Anumolu Managing Director 1
2 Mr.Amrith Anumolu Executive Director 1
3 Mr.R.Gowri Shanker Independent Director 1

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

(i) Loans : Rs.920.00 lacs
(ii) Guarantees : Nil
(iii) Investments : Rs.159.20 lacs

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014).

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto:

Details of contracts or arrangements or transactions not at arm's length basis : NIL
Details of material contracts or arrangements or transactions at arm's length basis :

 

1. Name of the related party and nature of relationship : Sarovar Insulation Pvt Ltd
(i) Nature of contracts/arrangements/transactions : Processor and seller of EPS Products and Purchaser of EPS Resins
(ii) Duration of contracts/arrangements/transactions : Ongoing
(iii) Salient terms of contract including value : Processing charges : Rs.25.88 lacs; Sale of EPS Products : Rs.882.37 lacs; Purchase of EPS Resins : Rs.49.15 lacs
(iv) Date of approval by Board if any : 13th August 2015
(v) Amount paid as advances if any : Nil
2. Name of the related party and nature of relationship : Gunnam Subbarao Insulation Pvt Ltd
(i) Nature of contracts / arrangements / transactions: Processor of EPS & Quikbuild products
(ii) Duration of contracts/arrangements/transactions : Ongoing
(iii) Salient terms of contract including value : Processing charges : Rs.189.33 lacs Sales of Isobuild products : Rs. 393.12 lacs; Purchase of Isobuild products : Rs. 360.17 lacs
(iv) Date of approval by Board if any : 13th August 2015
(v) Amount paid as advances if any : Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

BOARD'S REPORT FOR THE YEAR ENDED 31/03/2016

PARTICULARS OF EMPLOYEES:

(A) Information as per Section 197 (12) read with Rule 5 (1) of The Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014:

(i) The ratio of Remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Ratio
Mr. Bharat Anumolu 8.69
Mr. S.V. Narasimha Rao 14.22
Mr. Amrith Anumolu 8.69
Mr. Uttam Reddi (*)
Mr. V. Thirumal Rao (*)
Mr. R. Gowri Shanker (*)
Mr. V.J. Singh (*)
Mrs. Jayasree Anumolu (*)

The median remuneration of the employees of the company during the Financial Year2015-16 was Rs.312929/-(*) The sitting fees received by the non-executive IndependentDirectors was less than the median remuneration of employee and hence the ratio is notprovided. (**) The remuneration received by the non-executive Director comprises ofsitting fees and professional fees paid to a Law firm wherein he is a Partner forrendering legal services and hence the ratio is not provided.

(ii) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary in the financial year:

Name of the Director Designation % of increase in Remuneration
Mr. Bharat Anumolu Managing Director 2.27
Mr. S.V. Narasimha Rao Executive Director 4.61
Mr. Amrith Anumolu Executive Director 100.00
Mr. M.Uttam Reddi Independent Director (#)
Mr. V.Thirumal Rao Non-Executive Director (#)
Mr. R.Gowri Shanker Independent Director (#)
Mr. V.J.Singh Non-Executive Director (#)
Mrs. Jayasree Anumolu Independent Director (#)
Mr. Y.Mukthar Basha Chief Financial Officer 6.67
Mr. K.Murali Company Secretary 17.84

(#) The remuneration to non-executive Independent Directors comprises of sitting feesfor attending the Board / Committee meetings. The actual payment of sitting fee is basedon the number of meetings attended by the Directors. In view of the aforesaid facts thecalculation of percentage increase in remuneration would not be meaningful and hence notprovided.

The percentage increase in the remuneration of Chief Financial Officer and CompanySecretary in the financial year: 10.92 %

(iii) The percentage increase in the median remuneration of employees in the financialyear: 27.58%

(iv) The number of permanent employees on the rolls of the company: 234

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Managerial Remuneration was increased by 100% to Mr.Amrith Anumolu Executive Directorwhich is higher than percentile increase in salaries of employees other than ManagerialPersonnel. The increase is in commensurate with the level of contribution made by Mr.Amrith Anumolu to the Company.

(vi) Affirmation that the remuneration is as per the remuneration policy of thecompany: The Company affirms that the remuneration is as per the Remuneration Policy ofthe Company.

(B) Information as per section 197 (12) read with Rule 5 (2) and 5(3) of The Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014:

(i) None of the employee was in receipt of remuneration for the financial year 2015-16which in aggregate was not less than sixty lakh rupees; and

(ii) None of the employee who was employed for a part of the financial year 2015-16 wasin receipt of remuneration for any part of the financial year 2015-16 at a rate whichin the aggregate was not less than five lakh rupees per month.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report given by Lakshmmi Subramanian & Associates PracticingCompany Secretaries Chennai is annexed to this report.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Deloitte Haskins & Sells Chartered Accountants Chennai have given acertificate regarding compliance of conditions of Corporate Governance as stipulated inClause 49 of the Listing Agreement and the same is annexed to this report.

RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy includingidentification therein the elements of risk which in the opinion of the Board may threatenthe existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy Practicing Cost Accountant Chennai(FCMA No.5944) as Cost Auditor for the financial year 2016-17 with the consent of theCentral Government for the Audit of Cost Accounts maintained by the Company.

EMPLOYEE RELATIONS

The relations between the employees and management continued to be cordial during theyear.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act 2013 your Directors furtherreport that:

I In preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

II The Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2016 and of the Profit ofthe Company for financial year ended 31st March 2016;

III The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

IV The Directors have prepared the Annual Accounts on a going concern basis.

V The directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

VI The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

The remuneration policy of the Company comprising the appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Executives of the Company includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters has been hosted in our website www.beardsell.co.in.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI ICDRRegulations on Corporate Governance which have been incorporated in Clause 49 of theListing Agreement. A detailed report on this forms part of Annexure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support received from the BankersPrincipals/Suppliers Customers and Employees.

For and on behalf of the Board
Bharat Anumolu
Managing Director
Hyderabad S.V. Narasimha Rao
May 27 2016 Executive Director

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