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Beardsell Ltd.

BSE: 539447 Sector: Industrials
NSE: BEARDSELL ISIN Code: INE520H01022
BSE 00:00 | 23 Sep 21.70 -1.00
(-4.41%)
OPEN

22.70

HIGH

23.05

LOW

21.60

NSE 00:00 | 23 Sep 21.70 -1.10
(-4.82%)
OPEN

23.20

HIGH

23.20

LOW

21.60

OPEN 22.70
PREVIOUS CLOSE 22.70
VOLUME 31483
52-Week high 29.70
52-Week low 10.86
P/E 19.55
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.70
CLOSE 22.70
VOLUME 31483
52-Week high 29.70
52-Week low 10.86
P/E 19.55
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Beardsell Ltd. (BEARDSELL) - Director Report

Company director report

Your Directors present the 84th Annual Report of the Company together with the AuditedAccounts for the Financial Year ended 31.03.2021.

PERFORMANCE / OPERATIONS

FINANCIAL RESULTS

( Rs. In Lakhs)

Year Ended 31.03.2021 Year Ended 31.03.2020
Gross Revenue 12166.00 14010.00
Profit before Interest & Depreciation 961.00 1088.00
Finance Cost 430.00 506.00
Profit before Depreciation 531.00 581.00
Depreciation 485.00 497.00
Profit / (Loss) before tax 46.00 153.00
Profit / (Loss) after taxation (23.00) 108.00
Surplus in Statement of Profit & Loss Account from Last Year 2448.00 2424.00
Re-measurement Gain / (Loss) on Defined
Benefit obligation (Net) (14.00) (3.00)
Total Comprehensive Income / (Loss) for the Year (38.00) 105.00
Appropriations
Dividend on Equity Shares 28.00 67.00
Tax on Dividend 0 14.00
Surplus carried to Balance Sheet 2383.00 2448.00

DIVIDEND

The Board of Directors wishes to inform the shareholders that the Dividend at the rateof Re.0.10 (5 percent) per share is proposed to be paid as Dividend for the year ended31st March 2021 to those share holders whose name appears in the Register of Members on8th September 2021 subject to approval of share holders in the ensuing Annual GeneralMeeting.

Impact of COVID-19 pandemic situation on the Company

COVID-19 though started as a regional disturbance has global ramifications. The spreadof the Virus has severely impacted businesses world-over. Almost all business operationshave been disrupted severely due to lock downs restrictions in transportation supplychain disturbances travel bans social distancing and other emergency measures.Production of various products of the Company restarted in phases from the first week ofApril 2020 duly following the Government guidelines. The situation is being monitoredclosely and suitable actions taken based on exigencies and regulatory requirement toensure smooth functioning of the plants and offices. Specifically the Company followedthe guidelines of the Government for safe restart and also strictly adheres to thestandard operating procedures prescribed for the operations such as social distancingtemperature checking and other precautions like wearing of masks etc

Consolidated Financial Statements

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

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 are working effectively andefficiently.

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY :

M/s. Sarovar Insulation Pvt Ltd a wholly owned Subsidiary of our Company with effectfrom 29/02/2016 is engaged in the manufacture and processing of EPS products atCoimbatore Tamil Nadu.

FIXED DEPOSITS

(a) Accepted During the year Rs. 17247000/-
(b) Remained Unpaid or unclaimed as at the end of the year Rs. 54000/-
(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.
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

Unsecured Loans form Directors

The company has accepted Unsecured loans from the following Directors which isoutstanding as on 31st March 2021.

S.No Name of the Directors Loan amount
1 Mrs. A. Jayasree 375.00
2 Mr. Amrith Anumolu 8.00
3 Mr. Bharat Anumolu (Resigned on 03/06/2019) 72.75
4 Mr. V.J. Singh 7.00
Total 462.75

STATUTORY AUDITORS

Messrs. S.R. Batliboi & Associates LLP Chartered Accountants Chennai (ICAIRegistration Number of the firm is 101049W/E300004) were appointed as Statutory Auditorsof our Company in our Eightieth Annual General Meeting held on 14th September 2017 andthey hold office till the conclusion of our Eighty Fifth Annual General Meeting on aremuneration as the Board of Directors of the Company may determine in addition totravelling and out of pocket expenses.

Remuneration of Auditors: Rs.23.10 Lakhs

For Subsidiary Company: Sarovar Insulation Pvt Ltd Remuneration of Auditors: Rs.0.59Lakhs

There are no qualifications or adverse remarks in the Statutory Audit Report whichrequire any explanation from the Board of Directors.

INTERNAL AUDITORS

M/s. M.R. Ravichandran & Co Chartered Accountants Chennai are the InternalAuditors of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has well defined and adequate internal controls and procedurescommensurate with its size and the nature of its operations. This is further strengthenedby the Internal Audit done concurrently.

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 March2021.

RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION AND CONSERVATION OF ENERGY

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

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

EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return is not annexed to this report and is available in ourwebsite www.beardsell.co.in as per notification effective from 31st July 2018.

COST AUDITOR

Mr M. Krishnaswamy Practicing Cost Accountant Chennai (FCMA No.5944) appointed asCost Auditor for the financial year 2021-22 with the consent of the Central Government forthe Audit of Cost Accounts maintained by the Company.

BOARD OF DIRECTORS AND RELATED DISCLOSURES As on the date of the Report the Boardcomprises of 6 Directors ( including one women director ) of whom Two are independentdirector. All the Independent Directors have furnished necessary declaration under Section149 (7) of the Act and under Regulation 25(8) of the Regulations. As per the saiddeclarations they meet the criteria of independence as provided in Section 149 (6) of theAct and the Regulations. All of them have confirmed that they have registered themselveswith the Indian Institute of Corporate Affairs under Rule 6 of the Companies (Appointmentand Qualifications of Directors) Rules 2014 as amended.

The Independent Director registration details are as below:

S.No Name of the Director Registration Number
1 Mr. A.V. Rammohan IDDB-DI-202002-009300
2 Mr. Gurram Jagannatha Reddy IDDB-PA-202002-011945

The Board met eight times during the year under review and the relevant details arefurnished in the Corporate Governance Report ( CGR)

The following changes took place during the year and the changes in the Key ManagerialPersons and in the Composition of the Board Since the Last Annual General Meeting.

APPOINTMENT

Mr. V J Singh (DIN: 03129164) retires by rotation and being eligible has offeredherself for re-appointment.

APPOINTMENT / CESSATION OF KEY MANAGERIAL PERSONS

RESIGNATION

Ms.T.Anantha Jothi resigned as Company Secretary on 30.04.2021. The Board placed onrecord the services rendered by her during her tenure as Company Secretary.

APPOINTMENT

Mr. Krishnamurthy Murali (M No. ACS. 20089) was appointed as the whole time CompanySecretary and Compliance Officer of the company with effect from 01.05.2021 as per theprovisions of section 203 of Companies Act 2013 and Rule 8 and Rule 8A of Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 Details are availableon the website of the Company at https://www.beardsell.co.in.

In terms of the provisions of Sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Mr.Amrith Anumolu Executive Director Mr. V V Sridharan Chief Financial Officer (CFO) andMr. Krishnamurthy Murali Company Secretary (CS) are the Key Managerial Personnel of theCompany.

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

DECLARATION BY INDEPENDENT DIRECTORS:

The declaration by Independent Directors has been placed in our websitewww.beardsell.co.in

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.

The evaluation of the individual directors including the independent directors wasdone taking into account their qualification experience competency knowledgeunderstanding of their respective roles (as a Director Independent Director and as amember of the Committees of which they are Members/Chairpersons) adherence to Codes andethics conduct attendance and participation in the meetings etc.

The Board of Directors individually and as a whole has been formally evaluated by theIndependent Directors at their meeting held on 6thMarch 2021.

AUDIT COMMITTEE

As on the date of the Report The Audit Committee of the Board consists 2“Independent Directors” and One “Non Independent Director” as membershaving adequate financial and accounting knowledge. The details are furnished under theCorporate Governance Report (CGR) annexed to this Report. All the recommendations of theCommittee were accepted by the Board.

During the financial year 2020-21 Four Audit Committee

Meetings were held on 29/06/2020 19/08/2020 12/11/2020 and 12/02/2021

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:

The Company has in place a Sexual Harassment Policy in line with the requirement ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress the complaints received inconnection with the sexual harassment in any form.

All employees (permanent contractual temporary trainees) are covered under thispolicy.

a. No. of complaints filed during the financial year - NIL
b. No. of complaints disposed of during the financial year - NIL
c. No. of complaints pending as on end of financial year - NIL

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)

CSR Reporting forms part of this Report. During the financial year 2020-21 oneCommittee meeting was held on 6th March 2021.The details are furnished under the CorporateGovernance Report (CGR) annexed to this Report

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

(i) Loans : NIL
(ii) Guarantees : Rs. 200.00 Lakhs
(iii) Investments : Rs. 536.88 Lakhs

SECRETARIAL AUDITOR AND REPORT

A Secretarial Audit Report Form No.MR.3 for Financial year 2020 - 21 is annexedherewith as Annexure to this Board's Report given by Mr. Rabindra Kumar SamalPracticing Company Secretaries Chennai.

Mr. Rabindra Kumar Samal Practicing Company Secretary (FCS7649 and COP-18278) wasappointed for three years from 2020-21 to 2022-23.

A Certificate from our practicing Company Secretary that none of the Directors on theboard of the company have been debarred or disqualified from being appointed or continuingas directors of companies by the Board/Ministry of Corporate affairs or any such statutoryauthority is annexed to this Board's Report.

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any explanation from the Board of Directors

PRACTICING COMPANY SECRETARIES CERTIFICATE ON CORPORATE GOVERNANCE

Mr. Rabindra Kumar Samal Practicing Company Secretary Chennai has 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.

EMPLOYEE RELATIONS

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

Directors' Responsibility Statement

Pursuant to the requirement of sub-sections 3 (c) and 5 of Section 134 of the Act it ishereby confirmed that

(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 of the Company for the year under review.

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors had prepared the accounts for the financial year ended 31st March2021 on a “going concern” basis. (e) the Directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively and (f) the Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant with the SEBI LODRRegulations on Corporate Governance. A detailed report on this forms part of Annexure.

ACKNOWLEDGMENT

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

For and on behalf of the Board
A.V. Rammohan
Director
Chennai Amrith Anumolu
7th August 2021 Executive Director

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