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Beardsell Ltd.

BSE: 539447 Sector: Industrials
NSE: BEARDSELL ISIN Code: INE520H01022
BSE 00:00 | 22 Mar 16.40 0
(0.00%)
OPEN

15.30

HIGH

16.45

LOW

15.30

NSE 13:45 | 25 Mar 15.50 0.15
(0.98%)
OPEN

15.90

HIGH

15.95

LOW

15.25

OPEN 15.30
PREVIOUS CLOSE 16.40
VOLUME 4990
52-Week high 66.50
52-Week low 14.00
P/E 54.67
Mkt Cap.(Rs cr) 46
Buy Price 15.30
Buy Qty 280.00
Sell Price 16.35
Sell Qty 375.00
OPEN 15.30
CLOSE 16.40
VOLUME 4990
52-Week high 66.50
52-Week low 14.00
P/E 54.67
Mkt Cap.(Rs cr) 46
Buy Price 15.30
Buy Qty 280.00
Sell Price 16.35
Sell Qty 375.00

Beardsell Ltd. (BEARDSELL) - Director Report

Company director report

Your Directors present the 81st Annual Report of the Company togetherwith the Audited Accounts for the Financial Year ended 31.03.2018.

PERFORMANCE / OPERATIONS FINANCIAL RESULTS

(Rs. In Lakhs)

Year Ended 31.03.2018

Year Ended 31.03.2017

Gross Revenue

15158.90

18060.02

Profit before interest & Depreciation

802.96

1893.09

Finance Cost

443.60

444.07

Profit before Depreciation

359.36

1449.02

Depreciation

319.11

337.12

Profit / ( LOSS) before tax

40.25

1111.90

Profit / (LOSS) after taxation

64.66

691.20

Surplus in Statement of Profit &

2506.44

1926.56

Loss Account from Last Year
Remeasurement gain/(Loss) on Defined

17.85

(26.21)

Benefit obligation (Net)
Total Comprehensive Income for the Year

82.51

664.69

Appropriations
Interim Dividend Paid on Equity Shares

67.44

70.24

Tax on Dividend

13.73

14.30

Surplus carried to Balance Sheet

2502.26

2506.44

DIVIDEND:

The Board of Directors wishes to inform the shareholders that InterimDividend at the rate of Re.0.24 (12 percent) per share was paid as Dividend for the yearended 31st March 2018 to those share holders whose name appeared in the Register ofMembers on 28th March 2018. The above payment shall be considered as final dividend andno fresh dividend is recommended by the Board.

Consolidated Financial Statements

In accordance with the Accounting Standard (AS)-21 on ConsolidatedFinancial Statements the audited consolidated financial statement is provided in theAnnual Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY: There is no change in thenature of business.Material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the Financial Statements relate and the date of the report: Nil Detailsof significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future : Nil Details inrespect of adequacy of internal financial controls with reference to the FinancialStatements : Adequate internal financial controls are in place and they are workingeffectively and efficiently.

Details of Associate Companies: Nil

DETAILS OF WHOLLY OWNED SUBSIDIARY

M/s. Sarovar Insulation Pvt Ltd a wholly owned Subsidiary of ourCompany with effect from 29/02/2016 is engaged in the manufacture and processing of EPSproducts at Coimbatore Tamil Nadu.

Fixed Deposits
a) Accepted During the year

Rs.20917000/-

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 of payment of interest there on 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 there on

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. S.R. Batliboi & Associates LLP Chartered AccountantsChennai (ICAI Registration Number of the firm is 101049W/E300004) were appointed asStatutory Auditors of our Company in our Eightieth Annual General Meeting held on 14thSeptember 2017 and they hold office till the conclusion of our Eighty Fifth Annual GeneralMeeting on a remuneration as the Board of Directors of the Company may determine inaddition to travelling and out of pocket expenses

INTERNAL AUDITORS

Messrs.M.R.Ravichandran & Co Chartered Accountants Chennai wereappointed as Internal Auditors of the Company on 20th October 2017 consequent to theappointment of Mr V V Sridharan as Chief Financial Officer on 28th September 2017.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information Under Section 134 (3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 and forming part of Directors Report for the yearended 31st March 2018.

Research and Development Technology Absorption and Conservation ofEnergy

The main focus of the Company's Research and Development effort is onEnergy Conservation process up gradation and environmental preservation

Better utility of Resources to minimize cost & wastage. Continuousefforts are on to reduce wastage in use of Power and Fuel.

Foreign Exchange Earnings And Outgo

During the year under review Foreign Exchange Earnings amounted toRs.13.21 Lakhs as against Rs.121.75 Lakhs during previous year.

The total Foreign Exchange Outgo during the year under review wasRs.199.48 Lakhs as against Rs.503.39 Lakhs during previous year.

DIRECTORS

VACATION OF OFFICE BY DIRECTOR

In the Annual General Meeting held on 14th September 2017 Mr S VNarasimha Rao vacated his office as Executive Director.

APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Mrs Vijayalakshmi Ravindranath was appointed as an AdditionalIndependent Director to hold office for 5 consecutive years from 20th October 2017 to 19thOctober 2022. The appointment is subject to the approval and confirmation of theshareholders in the ensuing Annual General Meeting.

Mrs. Jayasree Anumolu retires by rotation at this Annual GeneralMeeting and being eligible offers herself for reappointment.

DECLARATION BY INDEPENDENT DIRECTORS:

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

FORMAL ANNUAL EVALUATION:

The Board members and the Committee members performed their functionsas required by the Companies Act 2013 and as per the regulatory framework of Securitiesand Exchange Board of India. The Company has received the annual evaluation report fromthe Directors. The Board of Directors individually and as a whole has been formallyevaluated by the Independent Directors at their meeting held on 12th February 2018.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2017-18 Ten Board Meetings were held on06/05/2017 25/05/2017 22/07/2017 08/08/2017 13/09/2017 28/09/2017 20/10/201714/12/2017 12/02/2018 and 17/03/2018.

AUDIT COMMITTEE:

During the financial year 2017-18 Six Audit Committee Meetings wereheld on 25/05/2017 22/07/2017 13/09/2017 28/09/2017 14/12/2017 and 12/02/2018..

Composition and Attendance record of the members of the Committee is asunder:

Member Designation

No. of meetings attended

1 Mr. R. Gowri Shanker Independent

6

2 Mr. V.J. Singh Independent

6

3 Mr Bharat Anumolu Managing

6

Director

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors andemployees to report genuine concerns and the same is hosted in our websitewww.beardsell.co.in

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2017-18 three Committee meetings were held on22/07/2017 08/08/2017 and 20/10/2017.

Member Designation

No. of meetings

1 Mr. R. Gowri Shanker Independent

3

2 Mr. V.J. Singh Independent

3

3 Mrs A Jayasree Non- Executive

2

CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR) CSR Reporting formspart of this Report.

During the financial year 2017-18 one Committee meeting was held on12/02/2018.

Member Designation

No. of meetings attended

1 Mr Bharat Anumolu Managing Director

1

2 Mrs Jayasree Anumolu Non Executive Director

1

3 Mrs Vijayalakshmi Independent Director

1

Ravindranath

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013:

(i) Loans : NIL (ii) Guarantees : Nil

(iii) Investments : Rs.181.08 lacs

SECRETARIAL AUDIT REPORT:

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

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:

M/s Batliboi & Associates LLP Chartered Accountants Chennai havegiven a certificate regarding compliance of conditions of Corporate Governance asstipulated in Clause 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 policyincluding identification therein the elements of risk which in the opinion of the Boardmay threaten the existence of the company.

COST AUDIT

Your company has appointed Mr M. Krishnaswamy Practicing CostAccountant Chennai (FCMA No.5944) as Cost Auditor for the financial year 2017-18 with theconsent of the Central Government for the Audit of Cost Accounts maintained by theCompany.

EMPLOYEE RELATIONS

The relations between the employees and management continued to becordial during the year.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Sec. 134 (3) [c] of the Companies Act 2013 yourDirectors further report that:

I In preparation of the annual accounts applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; II The Directors have selected accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31st March 2018and of the Profit of the Company for financial year ended 31st March 2018; III TheDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; IV The Directorshave prepared the Annual Accounts on a going concern basis.

V The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. VI The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

REMUNERATION POLICY OF THE COMPANY

The remuneration policy of the Company comprising the appointment andremuneration of the Directors Key Managerial Personnel and Senior Executives of theCompany including criteria for determining qualifications positive attributesindependence of a Director and other related matters has been hosted in our websitewww.beardsell.co.in.

CORPORATE GOVERNANCE

Your Directors report that your Company has been fully compliant withthe SEBI ICDR Regulations on Corporate Governance which have been incorporated in Clause49 of the Listing Agreement. A detailed report on this forms part of Annexure.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the continued support receivedfrom the Bankers Principals/Suppliers Customers and Employees.

For and on behalf of the Board

Bharat Anumolu Managing Director

V J Singh Director

Hyderabad 6th August 2018