To the Members
The Directors have pleasure in presenting their 58 Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31 March th st 2016incorporating therein the consolidated financial statement covering the activities of itssubsidiary BEMCO FLUIDTECHNIK PRIVATE LIMITED incorporated on 13 February 2015. th
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
[Read with Section 134 of the Companies Act 2013 and Rule 5 (i) of Cos (Accounts)Rules 2014]
(Rs. in lakhs)
| ||Standalone ||Consolidated |
|Particulars ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Gross Income ||2182.98 ||3861.47 ||2167.02 ||Bemco Fluidtechnik Private limited a subsidiary of Bemco Hydraulics Limited was incorporated on 13/02/2015 and hence this been first year of consolidation of accounts previous year figures not applicable |
|Profit Before Interest and Depreciation ||83.69 ||608.91 ||58.33 || |
|Finance Charges ||266.37 ||329.40 ||268.32 || |
|Gross Profit ||(182.68) ||279.51 ||(209.99) || |
|Provision for Depreciation ||124.55 ||131.37 ||125.55 || |
|Net Profit Before Tax ||(307.23) ||148.14 ||(335.54) || |
|Provision for Tax ||(0.60) ||(237.00) ||(0.60) || |
|Net Profit After Tax ||(307.83) ||(88.86) ||(336.14) || |
|Balance of Profit brought forward ||(460.99) ||(372.13) ||(461.00) || |
|Balance available for appropriation ||(768.82) ||(460.99) ||(797.14) || |
|Share of minority Interest ||- ||- ||(0.35) || |
|deficit carried to Balance Sheet ||(768.82) ||(460.99) ||(796.79) || |
Capital Goods Industry had to face set back during the year under report. Theperformance of the Company was affected by the overall recessionary trend in the Industry.Therefore your company was short of targeted turnover by Rs. 2182.98 Lakhs as againstRs. 3861.47 Lakhs for the previous year. The loss for the year works out to Rs. 307.23Lakhs as against the profit before tax of Rs. 148.14 Lakhs of the previous year.
This being the first year of consolidation the consolidated statement of Bemcohydraulics Limited with Bemco Fluidtechnik Private Limited the new subsidiary isreproduced in brief. The consolidated turnover was Rs.2167.02 Lakhs. The consolidated lossfor the year is of Rs. 335.54 Lakhs the deficit carried forward to Balance sheet is Rs.(796.79) Lakhs.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
Subsequent to the date of Financial Statements (i.e. after 31 March 2016) nosignificant event has occurred.st
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under operation there was no change in the nature of business.
On account of loss incurred by the company during the year the Board regrets itsinability to recommend any dividend on equity shares.
Considering losses incurred by the company for the year under report the Company isunable to pay dividend for the year including arrears thereof for the year ended on 31March 2016 as under: st
|F. Y. ended on ||No. of Preference Shares ||Amount of Dividend IN Rs. |
|31 st March 2014 ||338000 ||3718000 |
|31 st March 2015 ||320000 ||3520000 |
|31 st March 2016 ||320000 ||3520000 |
These preference shares are held by the promoters themselves as borne by the list ofpreference share holders as under:
1. MOHTA CAPITAL PRIVATE LIMITED
2. U D FINNVEST PRIVATE LIMITED
3. SRI RAMACHANDRA ENTERPRISES PRIVATE LIMITED
In view of the above Company is carrying the above amount as Contingent Liabilitytowards Dividend on Preference Shares
As no Dividend is paid on preference shares for F. Y. 2013-14 2014-15 and also for FY 2015-16 the Preference Share holders would get voting rights on par with equity shareholders in terms of the provisions of Section 47 of the Companies Act 2013 on and afterthe forthcoming AGM.
5. DIRECTORS AND KEY MANANGERIAL PERSONNEL :
There is no change in the composition of Board of Directors of the Company during theyear under report:
|DIRECTORS || |
|1. Mr. M. M. MOHTA ||- Chairman Non Executive |
|2. Mr. ANIRUDH MOHTA ||- Managing Director Executive |
|3. Mrs. URMILA DEVI MOHTA ||- Director Non Executive |
|4. Mr. R. M. SHAH ||- Director Independent Non- Executive |
|5. Mr. N. K. DAGA ||- Director Independent Non- Executive |
|6. Mr. DILIP CHANDAK ||- Director Independent Non- Executive |
|KEY MANAGERIAL PERSONNEL KMP || |
|1. MR. ANIRUDH MOHTA ||Managing Director |
|2. MR. R. B. PATIL ||Chief Finance Officer |
|3. MS. AMRUTA. A. TARALE ||Company Secretary |
|6. COMPOSITION OF COMMITTEES: || |
|a. AUDIT COMMITTEE || |
|Chairman: ||Mr. Dilip Chandak- Independent Director |
|Other Members: ||Mr. R. M. Shah Independent Director |
| ||Mr. N. K. Daga- Independent Director |
| ||Mr. Anirudh Mohta Managing Director |
|b. NOMINATION AND REMUNERATION COMMITTEE || |
|Chairman: ||Mr. R. M. Shah Independent Director |
|Other Members: ||Mr. Dilip Chandak Independent Director |
| ||Mrs. Urmila Devi Mohta Non Executive Director |
|c. STAKE HOLDERS RELATIONSHIP COMMITTEE || |
|Chairman: ||Mr. Dilip Chandak Independent Director |
|Other Members: ||Mr. Anirudh Mohta Managing Director |
| ||Mrs. Urmila Devi Mohta Non Executive Director |
|d. COMMITTEE FOR PREVENTION OF SEXUAL HARRSSMENT OF WOMAN AT WORKPLACE || |
|Chairman: ||Miss Kirti Ramchandra Devale Company Employee |
|Other Members: ||Mrs. Madhuri Kulkarni- Company Employee |
| ||Miss. Archana Mane- Company Employee |
7. Statutory disclosure under Companies Act 2013 (Pursuant to section 134(3) ofthe Companies Act 2013 read with Companies (Accounts) rules 2014)
| ||ANNEXURE ||PAGE NO |
|a. Extract of annual return- Form MGT-9 ||ANNEXURE-I ||10 |
|b. Number of meetings of the board ||ANNEXURE-II ||15 |
|c. a. Directors responsibility Statement ||ANNEXURE-II ||15 |
|b. details in respect of fraud reported by auditors under sub section (12) of section 143 other than those which are reportable to the central government || || |
|d. A statement on declaration given by independent directors under sub- section (6) of section 149. ||ANNEXURE-III ||16 |
|e. Companies policy on directors appointment and remuneration including criteria for determining qualifications positive attributes independence of directors and other matters provided under sub- section (3) of section 178 ||ANNEXURE-III ||16 |
|Ratio of remuneration to each directors || || |
|f. Qualification and remarks ||ANNEXURE-IV ||18 |
|g. Particulars of loan guarantees or investment under section 186. ||ANNEXURE-IV ||18 |
|h. Particulars of Subsidiary Company AOC-1 ||ANNEXURE-V ||20 |
|i. Particulars of contracts or arrangement with related parties referred to in Sub-section 1 of section 188- ||ANNEXURE-VI ||21 |
|AOC-2 || || |
|j. The conservation of energy technology absorption foreign exchange earnings and outgo. ||ANNEXURE-VII ||22 |
|k. A statement indicating development and implementation of a risk management Policy for the company including identification therein of elements of risk if any which in the opinion of the board may threaten the existence of the company. ||ANNEXURE-VIII ||23 |
|l. The details of the policy developed and implemented by the company on corporate social responsibilities taken during the year. ||ANNEXURE-VIII ||23 |
|m. A statement indicating the manner in which formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors. ||ANNEXURE-VIII ||23 |
|n. The state of the companies affairs Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the Company . ||MANAGEMENT DISCUSSION & ANALYASIS REPORT ||24 |
8. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
The Sexual Harassment Of Women At Workplace (Prevention Prohibition And Redressal)Act 2013 requires every employer to comply with its provision and make a disclosure ofthe number of cases occurring under the Act. Accordingly this report.
|Sl. No. ||No. of cases filed under the Act before the internal committee. ||No. of disposal under the Act |
| ||NIL ||NIL |
The Auditors M/s A. C. Bhuteria & Company Chartered Accountants (FirmRegistration No. 303105E) retire at the conclusion of ensuing Annual General Meeting andbeing eligible; offer themselves for reappointment for a period of one year from theconclusion of this Annual General Meeting [AGM] till the conclusion of 59 AGM. th PresentAuditors were appointed in the 43rd AGM held on 29th September 2001 and since then theyare carrying out the audit of the Company and are eligible for re-appointment for the FY2016-17 in terms of Second Proviso to Section 139(2) of the Companies Act 2013. The auditreport is self explanatory.
10. SECRETARIAL AUDIT:
M/s SDR & ASSOCIATES a Firm of Practicing Company Secretaries was appointed toconduct secretarial audit of the company for the financial year 2015-16 as required undersection 204 of companies Act 2013. Secretarial audit is attached to this Report.
11. INTERNAL AUDIT:
CA Prabhakar Latkan(Chartered Accountant) was appointed to conduct internal audit ofthe company for the financial year 2015-16 as required under section 138 read with rule 13of companies (Accounts) Rules 2014 the internal audit report is given quarterly by theinternal auditor to the Board of Directors. The Board has reappointed Mr. CA PrabhakarLatkan (Chartered Accountant) as internal auditor for the financial year 2016-17.
12. DISCLOSURE ABOUT COST AUDIT
In pursuance to Section 148 of Companies Act 2013 read with Rule 5(1) of Companies(Cost Record and Audit) Amendment Rules 2014 under the Cost Audit is not Applicable toour Company. However Company is maintaining Cost Records on routine basis and the Companyobtains Cost Compliance report from a practicing Cost Accountant as a matter of goodcorporate practice and to instill cost consciousnesses at all level of operations.
13. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 Corporate governance is not applicable to our company as it does notfall under in the criteria laid down in the said regulation i.e. our companies paid upequity share capital is not exceeding Rupees ten crore and net worth is not exceedingRupees twenty five crores as on the last date of previous financial year but as a goodethical practice BEMCO continues to follow corporate Governance practices and a report oncorporate governance forms part of this Board's report.
14. VIGIL MECHANISM:
The Vigil Mechanism acts as an additional internal element of the Company's complianceand integrity policies. All employees directors vendors suppliers dealers andconsultants including auditors and advocates who are associated with BEMCO can raiseconcerns regarding malpractices and events which may negatively impact the company. VigilMechanism has been established under the supervision of the Chief financial Officer of theCompany. The Audit Committee the CFO and the company secretary reviews the working of theVigil Mechanism from time to time and make suggestions if needed. The Vigil protects thewhistleblower against victimization for the disclosures made by him/her and ensurescomplete confidentiality of the whistleblower's identity and the information provided byhim/her. The investigation is conducted honestly neutrally and in an unbiased manner. Thesubject or other involved persons in relation with the protected disclosure are also givenan opportunity to be heard. Strict disciplinary actions are taken against anyone whoconceals or destroys evidences related to protected disclosures made under this mechanism.The Vigil Mechanism policy also provides for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases.
15. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
No regulatory authority has passed any orders having material impact on the Company.
16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
There are sound internal controls commensurate with nature and size of the Company thathave been incorporated in the Policy to detect the financial discrepancies well in time.Key policies are defined understood and enforced. Operating procedures are clearlydefined; detailed and harmonized procedures are available across the organization. Severalcontrols are preventive in nature and automated. All stakeholders are aware of their rolesand responsibilities with respect to processes and controls. The culture of compliancewith laid down guidelines and procedures is evident through the actions and behavior ofindividuals and teams. The Management Information System ensures that adequate andaccurate information is available for reporting and decision making. The Audit committeealso evaluates the operating effectiveness of Internal Financial Control systems.
- Internal Audit is carried out at regular intervals by an Independent CharteredAccountant who submits his report to the Audit Committee and Board
- Statutory Auditors carry out the verification of Books on every Quarter beforesubmitting their Limited Review Report Board is prompt in maintaining the adequacy ofInternal Financial Controls with reference to the Financial Statements
17. LISTING WITH STOCK EXCHANGE:
The Securities exchange board of India on September 2 2015 issued SEBI (Listingobligations and disclosure Requirements) Regulations 2015 with an aim to consolidate andstreamline the provisions of listing agreement for different segments of capital market toensure better enforceability. The said regulations were effective from December 1 2015.Accordingly all listed entities were required to enter into fresh listing agreement withinsix months from the effective date. The company has executed fresh listing agreement withBSE in pursuant to new SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company has paid the Annual Listing Fees for the year 2016-2017 to Bombay StockExchange where the Company's Shares are listed.
|Place : Belgaum ||M.M. MOHTA ||ANIRUDH MOHTA |
|Date : 19-07-2016 ||Chairman ||Managing Director |
| ||DIN-00068884 ||DIN-00065302 |
| ||2 Mohanam 10th Cross Bhagya Nagar ||2 Mohanam 10th Cross Bhagya Nagar |
| ||Belgaum 590006 Karnataka. ||Belgaum 590006 Karnataka. |