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Banaras Beads Ltd.

BSE: 526849 Sector: Industrials
NSE: BANARBEADS ISIN Code: INE655B01011
BSE 00:00 | 28 Sep 80.00 1.25
(1.59%)
OPEN

82.65

HIGH

82.65

LOW

79.65

NSE 00:00 | 28 Sep 80.00 0.70
(0.88%)
OPEN

80.30

HIGH

83.45

LOW

79.40

OPEN 82.65
PREVIOUS CLOSE 78.75
VOLUME 5666
52-Week high 116.00
52-Week low 60.05
P/E 16.19
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 82.65
CLOSE 78.75
VOLUME 5666
52-Week high 116.00
52-Week low 60.05
P/E 16.19
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Banaras Beads Ltd. (BANARBEADS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 42nd AnnualReports together with the Audited Financial Statements of the Company for the year endedon 31st March' 2022.

FINANCIAL RESULTS:

2021-2022 2020-2021
(Rs. in lacs) (Rs. in lacs)
Revenue from Operations 2511.80 2047.08
Net Profit Before Taxation 380.66 317.41
Net Profit after taxation 292.04 239.29
Balance of Profit & Loss Account B/F 1937.46 1698.98
APPROPRIATIONS:
Transfer to General Reserve 0 0.00
Dividend Paid 132.72 0.00
Tax on Dividend paid 0.00
Taxes of earlier Y ears 1.45 0.81
Balance of Profit & Loss Account C/F 2095.33 1937.46

OPERATION / PERFORMANCE:

During the year revenue from operations of your Company increase by22.70% at Rs. 2511.80 lacs as compared to Rs. 2047.08 lacs in the corresponding period ofthe previous year and Profit after Tax increased by 22.04% at Rs. 292.04 lacs as comparedto Rs. 239.29 lacs in the corresponding period of the previous year.

EFFECT OF COVID-19 PANDEMIC

Although Covid-19 had negative impact on the export business in Indiathe company's business was not affected during the current year. Detail disclosure isgiven in note number 50 of notes on accounts.

DIVIDENDS:

Based on the Company's performance during the year 2021-22 theBoard of Directors decided to make payment an Interim dividend of Rs. 2/- per share andnot recommended for final dividend.

TRANSFER TO RESERVES

No amount has been transferred to reserve. The closing balance of theretained earnings of the Company for F.Y. 2021 - 2022 after all appropriation andadjustments was 2095.33 lacs.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134(5) of the Companies Act 2013the Directors hereby state and confirm -

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently except as required by accounting standards and other applicable law(s)and made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2021-22.

ADOPTION OF IND AS:

The company has adopted Ind AS since financial year 2017-18.

PENDING PETITION WITH NCLT:

The Special Leave Petition vide no. 25165-25166/2007 had been disposedoff by Hon'ble Supreme Court on 11.04.2018. The company had already complied andexecuted all the direction given by Hon'ble Company law Board in its order dated05.09.2007 and nothing is pending to be complied by the company and accordingly disclosedin Annual Report made thereafter. However Mr. Raj Kumar Gupta ex-director of the companywho had not challenged CLB orders has filed an Execution Petition No. 424/2018 beforeHon'ble NCLT to get property of the company situated at Expo Mart Greater NOIDAwhich was neither part of CLB Petition No. 14/1999 nor mentioned in the list of propertiesto be transferred to 1st Petitioner (Mr. Raj Kumar Gupta group) in CLB finalorder dt. 04.07.2007 and modified order dt. 03.08.2007. Mr. Raj Kumar Gupta Ex-director ofthe company had already made an application to get this property before Hon'bleSupreme Court in SLP No. 935- 936/2010 and Hon'ble Supreme Court finally dismissedthe SLP with all pending applications. Thus after final order of Hon'ble SupremeCourt the Management does not reasonable expect that the Execution Petition whenultimately concluded and determined will have any material and adverse effect on theCompany's results of operations or financial condition. The Execution Petition424/2018 is still pending for appropriate order.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI LODR) ispresented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

INDUCTIONS AND RETIREMENTS / CESSATION OF DIRECTORS:

During the financial year no director ceased / completed his tenure asdirector or appointed as an additional director.

Shri Siddharth Gupta retires by rotation and being eligible offershimself for re-appointment. A resolution seeking shareholders' approval for hisre-appointment along with other required details forms part of the Notice.

The Company is having proper composition of whole time and independentdirector(s) alongwith key managerial personnel in compliance of provisions of Section 203of the Act as under:

WHOLE TIME DIRECTORS / KEY MANAGERIAL PERSONNEL Shri Siddharth Gupta Chief Executive Officer and Managing Director Shri Ashok Kumar Gupta Chairman & Managing Director Smt. Shalini Chnadra Executive Director (Lady Director) Shri R.K. Singh Company Secretary and Mr. Vinay Kumar Piyush Chief Finance Officer.
INDEPENDENT DIRECTORS Mr. Shushil Kumar Kandoi Mr. Anil Kumar Gupta and Mr. Manan Kumar Sah

BOARD EVALUATION:

The Board of Directors has carried out on 26.05.2021 and on 21.01.2022during the year evaluation of its own performance board committees and individualdirectors pursuant to the provisions of the Act SEBI Listing Regulations and the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.

In separate meetings of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS.

The Company's policy on directors' appointment andremuneration and other matters provided in section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of this report and same is available onwww.bblinvestor.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacyare included in the management discussion & analysis which forms part of this report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are includedin the Corporate Governance Report which forms part of this report.

AUDITORS:

M/s G D Dubey & Associates Chartered Accountants (FirmRegistration number 009836C) the statutory auditors of the Company will holdoffice tillthe conclusion of the forty second Annual General Meeting of the Company.

The Board has recommended the re-appointment of M/s G D Dubey &Associates Chartered Accountants as the statutory auditors of the Company for a secondterm of five consecutive years from the conclusion of the forty second Annual GeneralMeeting scheduled to be held on 18th August 2022 to till the conclusion of theforty seventh Annual General Meeting to be held in the year 2027for approval ofshareholders of the Company based on the recommendation of the Audit Committee.

AUDITOR'S REPORT

The Statutory Auditor's Report does not contain any qualificationreservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR:

The Board has appointed M/s Ajay Jaiswal & Co. Company Secretariesto conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Reportfor the financial year ended 31st March 2022 is annexed herewith marked asAnnexure —I to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

RISK MANAGEMENT

The board of directors of the Company has formed a risk managementcommittee to frame implement and monitor the risk management plan for the Company. Thecommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The audit committee has additional oversight in the area of financial risksand controls. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees in confirmation with Section 177(9)of the Act and Regulation 22 of Listing Regulations to report concerns about unethicalbehavior. The details of the policy is also available on www.bblinvestor.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Returns [Pursuant to section 92(3) of theCompanies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules2014] as on the financial year ended on 31.03.2022 is attached as Annexure- II with thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO:

Information as per Section 134 (3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are furnished as under:

a) Conservation of Energy :

The operations of the Company involve low energy consumption. The solarpower plant of 150 KVA is properly working and saving grid electricity. During the year171366 KWH power generated and approx. 65000 KWH transferred to UP electricity board bythis way approximately saving of around Rs. 12.50 lacs made to the company againstelectric charges.

The other adequate measures are being taken to conserve the energy.

b) Technological Absorption:

The Company upgrades its technological inputs time to time for itsproducts. However presently company has no collaboration arrangement with any foreignorganization.

c) Foreign Exchange Earning and Outgo:

The actual foreign exchange earnings (inflow) of the Company during thefinancial year has been Rs 2227.58 lakhs from Exports of Glass Beads Handicrafts andother items. The actual foreign Exchange Outflow during the year has been Rs.328.84 lakhsfor the import of materials foreign traveling expenses and other sales promotionalactivities.

CORPORATE GOVERNANCE:

Corporate Governance Report Management Discussion and Analysisstatement and Business Responsibility Report and a certificate from the Auditorsconfirming compliance are annexed herewith to this report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the ends of the financial year to which this financialstatements relate on the date of this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or AssociateCompany.

NUMBER OF MEETING OF BOARD

Four Board Meetings were held during the F.Y. on 27th May2021 29th July 2021 28th October 2021 and 20thJanuary 2022.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).

All the Independent Directors have given their declaration as perSection 149(7) that they meet the criteria of independence as provided in section 149(6)of the Companies Act 2013.

There has been no change in the circumstances affecting their status asindependent directors of the Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION-

The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31.03.2022 the board consists of 6 membersthree of whom are executive or whole-time directors including one woman and three areindependent directors.

The policy of the company on directors appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters is as provided under Sub-section (3) of section 178 of theCompanies Act 2013. We affirm that the remuneration paid to the directors is as per theterms laid out in the nomination and remuneration policy of the Company.

FIXED DEPOSITS FROM PUBLIC:

The Company have not accepted any fixed deposits and as such no amountof principal or interest was outstanding as of the balance sheet date.

FINANCE

The Company has taken credit facility by way of working capital limitfrom Kotak Mahindra Bank Ltd. of Rs. 1400.00 lakhs and the amount of loan outstanding ason 31.03.2022 was Rs. 580.06 Lakhs.

DETAILS OF LOANS GIVEN INVESTMENTS MADE AND GUARANTEE GIVEN COVEREDU/S 186 (4) OF THE COMPANIES ACT 2013.

Loans given and Investments made are given under the respective headsof the Balance Sheet.

No Corporate Guarantees given by the Company in respect of loans as at31st March 2022.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors' Certificate thereon and the Management Discussion and Analysis areattached which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations a BusinessResponsibility Report is attached and is a part of this annual report.

As per Regulation 43A of the SEBI Listing Regulations the DividendDistribution Policy is disclosed in the Corporate Governance Report and on the website ofthe Company.

TRANSACTIONS WITH RELATED PARTIES.

All the transactions are done at arm length price during ordinarycourse of business. Information on transactions with related parties pursuant to section134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 aregiven in Annexure III in Form AOC-2 and the same forms part of this report.

PARTICULARS OF CONTRACT U/S 188

Transactions i.e. the Company's transactions that are of materialnature with its Promoters Directors and the management their relatives or subsidiariesamong others that may have potential conflict with the Company's interests at large.

During the period under review the Company had not entered into anymaterial transaction with any of its related parties that may have potential conflict withthe Company's interests at large. All the transactions with related parties are doneat arm length price and in compliance of Ind AS 24 the disclosure of which is made inNote No. 32 of Financial Statements which is forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY.

The Provision of Section 135 of Companies Act 2013 concerning withCorporate Social Responsibility is not applicable during the F.Y. 2021-22.

TRANSFER TO IEPF ACCOUNT

During the year the company has transferred unclaimed dividends andrelated shares in to IEPF account i.e. Interim unclaimed dividend for F.Y. 2013-14amounting Rs. 676932/- and corresponding 35697 shares of 271 shareholders on 09.09.2021.

EVALUATION REPORT ON CAPITAL

The Provision of Evaluation on Capital is not applicable to theCompany. Besides that the Board met time to time and appraised performance of the Company.The ways and means were made to increase the business and growth of the Company.

INCREASE IN PAID-UP CAPITAL-

During the year Rs.1500 as calls in arrear has been realised from threeshareholders. The paid-up capital Rs. 66140720 and balance calls in arrears are @ Rs. 5per share on 44300 shares amounting to Rs. 221500/-

MATERIAL CHANGES :

No material changes were made during the year which affects thefinancial and commitments of the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation were observed.

QUALITY INITIATIVES AND SOCIAL AUDIT

The Company continues to sustain its commitment on quality control withnew technology and reduction of cost. The Company successfully completed the Audits doneby BQC certificates for its product specifically quality certifications viz. ISO9001-2015.

The Company has also successfully completed Factory/Social Audit SA8000done by British Standards Institution (BSI) and they have valid till December 2022. Theanother social /ethical and C-PAT audit done by Qima and valid till October 2023 andOctober 2024.

COMPLAINTS PERTAINING TO SEXUAL HARASSMENT:

The details of complaints filed disposed of and pending during thefinancial year pertaining to sexual harassment is provided in the Business responsibilityreport of this Annual Report.

PARTICULARS OF EMPLOYEES:

The details pertaining to remuneration as required under section197(12) of the companies act 2013 read with rule 5(1) of the companies (appointment andremuneration of managerial personnel) rules 2014.

(i) The percentage increase in remuneration of each Director ChiefFinancial Officer and Company Secretary during the financial year 202122 ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2021-22 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:

Sl. No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2021-22 in Rs % increase in Remuneration in the Financial Year 2021-22 Ratio of remuneration of each Director/to median remuneration of employee Comparison of the Remuneration of the KMP against the performance of the Company
1 Ashok Kumar Gupta Chairman & Managing Director 2421600 NIL 25.00 Profit before Tax has increased by 19.93% and after tax increase by 22.04 % in Financial year 2021-22 in comparison to previous financial year.
2 Siddharth Gupta CEO & Managing Director 3064466 83.9 31.64
3 Shalini Chandra Executive Director 672000 NIL 6.94
4 Ramesh Kumar Singh Company Secretary 908472 6.76 9.38
5 Vinay Kumar Piyush Chief Finance Officer 474296 21.69 4.90

ii) The median remuneration of employees of the Company during thefinancial year 2021-22 is Rs.96854 and in Financial Year 2020-21 was Rs. 73517.

iii) In the financial year there was increase of 31.75 % (previousyear decrease of 19.72%) in the median remuneration of employees;

iv) There were 248 permanent employees on the rolls of Company as onMarch 31 2022;

v) Relationship between average increase in remuneration and companyperformance: -

The Profit before Tax for the financial year ended March 31 2022increased by 19.93 % and increased in median remuneration was 31.75%

vi) Comparison of Remuneration of the Key Managerial Personnel(s)against the performance of the Company:

The total remuneration of Key Managerial Personnel Increased by 15.41from 60.00 lacs (annualised) in 2020-21 to 75.41 lacs in 2021-22 whereas the Profit beforeTax increased by 19.93 % to 380.66 lacs in 2021-22 (317.41 lacs in 2020-21) .

vii) a) Variations in the market capitalisation of the Company :

The market capitalisation as on March 31 2022 was Rs.4861.04 lacs(Rs.3278.29 lacs as on March 31 2021).

b) Price Earnings ratio of the Company was 16.65 as at March 31 2022and was 13.68 as at March 31 2021.

vii) Average percentage increase was made in the salaries of employeesother than the managerial personnel in the last financial year i.e. 202122 is 32.62 % andin the managerial remuneration increase for the last financial year was 25.69%.

viii) The ratio of the remuneration of the highest paid director tothat of the employees who are not directors but receive remuneration in excess of thehighest paid director during the year - Not Applicable; and

ix) It is hereby affirmed that the remuneration paid is as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.

TRADING OF SHARES UNDER "B" GROUP:

The shares of your Company are presently being traded with BSE and NSEStock Exchanges under "B" Group.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere appreciation of thedevoted and efficient services rendered by all officers employees and others associatedwith the Company.

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