REPORT OF BOARD OF DIRECTORS
Your Directors present the 83rd Annual Report of the Company together with the AuditedAccounts for the Financial Year ended 31.03.2020.
PERFORMANCE / OPERATIONS
( Rs. In Lakhs)
| ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Gross Revenue ||14010.00 ||17119.00 |
|Profit before Interest & Depreciation ||1157.00 ||761.00 |
|Finance Cost ||506.00 ||477.00 |
|Profit before Depreciation ||651.00 ||283.00 |
|Depreciation ||497.00 ||330.00 |
|Profit / (Loss) before tax ||153.00 ||(47.00) |
|Profit / (Loss) after taxation ||108.00 ||(68.00) |
|Surplus in Statement of Profit & Loss Account from Last Year ||2424.00 ||2502.00 |
|Re-measurement Gain / (Loss) on Defined || || |
|Benefit obligation (Net) ||(3.00) ||(10.00) |
|Total Comprehensive Income / (Loss) for the Year ||105.00 ||(78.00) |
|Appropriations || || |
|Dividend on Equity Shares ||67.00 ||67.00 |
|Tax on Dividend ||14.00 ||14.00 |
|Surplus carried to Balance Sheet ||2448.00 ||2424.00 |
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 2020 to those share holders whose name appears in the Register of Members on23rd September 2020 subject to approval of share holders in the ensuing Annual GeneralMeeting.
IMPACT OF COVID-19 PANDEMIC SITUATION ON THE COMPANY
Pursuant to Circular No. SEBI/HO/CFD/CMDI/ CIR/P/2020/84 Dt. 20th May 2020 issued bythe Securities and Exchange Board of India (SEBI) under Regulation 30 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 we are furnishing the detailsof the material impact of the various measures taken by your Company tocontrol the spread of Covid-19 pandemic (from the last week of March 2020) andthe impact on the Company's operations.
Your Company is engaged in manufacturing and marketing of Expanded polystyrene productsfor packaging and thermal insulation.
Manufacturing units and marketing offices are in important cities across the countrycovering every potential segment.
For packaging our customers are manufacturers of consumer durables Electronic goodsIndustrial components and pharma.
Lockdown declared by Central / State Governments along with instructions given fromtime to time were fully followed by the Company at all locations.
As part of general routine maintenance activities were carried out in order to keepthe machinery in good operable condition. This was done when relaxations were given byrespective Governments and by observing guidelines
Close interaction with Customers materials movement were made only when it wasabsolutely necessary that too after obtaining required permission from jurisdictionalAuthorities and strictly following the guidelines. Such supplies were to Pharma customersfor medicine packing and for exports.
Staff and workmen were explained of the importance of following the guidelines strictlyduring lockdown period. Regular contact was maintained with them to provide possibleassistance in the event of necessity. They extended commendable cooperation by workingfrom home. Important jobs were handled well.
Sandwich Panels (IsoBuild & QuikBuild) another business vertical of the company islargely for projects in Cold Stores Clean Rooms ware houses residences & villas.Since the construction projects had come to a grinding halt Company informed customersdetails of goods which are ready for dispatch & pending orders for them to plandownstream activities suitably at their end.
Suppliers were informed to hold dispatches until further advice.
In view of the foregoing revenue (sales) were drastically less as also the profit.
While starting operations of the factories and offices (as per respective StateGovernment guidelines) Company ensured that every unit is adhering to thermal scanninghand sanitization wearing of proper mask maintaining social distance and timings ofwork. At factories Executives were available for more time in the shop floor not only tomonitor adherence of safety measures but also to boost the morale of the production team.
Board of Directors of the Company who are well experienced have been monitoring andguiding regularly. Senior Management team played vital role in liaison with customers andin keeping up the morale of the staff members.
Every member of the Company is fully aware of the impact due to COVID 19 and is gearedto counter this challenge for betterment.
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 areworking effectively and efficiently.
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 of EPS products at Coimbatore Tamil Nadu.
Unsecured Deposits from Members
|(a) Accepted During the year ||Rs. 7247000/- |
|(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. |
|(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 |
Unsecured Loans form Directors
The company has accepted Unsecured loans from the following Directors which isoutstanding as on 31st March 2020.
Rs. in Lakhs
|S.No Name of the Directors ||Loan amount |
|1 Mrs. A. Jayasree ||125.00 |
|2 Mr. Amrith Anumolu ||16.00 |
|3 Mr. Bharat Anumolu ||72.75 |
|4 Mr. R. Gowrishanker ||170.00 |
|5 Mr. V.J. Singh ||7.00 |
|Total ||390.75 |
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 to Auditors : Rs.22.96 Lakhs ForSubsidiary Company : Sarovar Insulation Pvt. Ltd. Remuneration to Auditors : Rs. 0.50Lakhs
There are no qualifications or adverse remarks in the Statutory Audit Report whichrequire any explanation from the Board of Directors.
M/s. M.R. Ravichandran & Co Chartered Accountants Chennai were appointed asInternal Auditors of the Company for the year 2020-21 .
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 March2020
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.
Mr M. Krishnaswamy Practicing Cost Accountant Chennai (FCMA No.5944) appointed asCost Auditor for the financial year 2020-21.
BOARD OF DIRECTORS AND RELATED DISCLOSURES
As on the date of the Report the Board comprises of Six
Directors (including one women director) of whom Two are Independent Directors.All the Independent Directors have furnished necessary declaration under Section 149 (7)of the Act and under Regulation 25(8) of the Regulations. As per the said declarationsthey meet the criteria of independence as provided in Section 149 (6) of the Act and theRegulations. All of them have confirmed that they have registered themselves with theIndian Institute of Corporate Affairs under Rule 6 of the Companies (Appointment andQualifications 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 seven 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 Genenral Meeting n GM
APPOINTMENT / RESIGNATION OF DIRECTORS
Mr. R. GowriShanker (Din : 00104597) Non Executive & Non Independent Director wasappointed by the Board of Directors as an Additional Director of the company with effectfrom 21st October 2019 and his period of office will be liable to determination byretirement of directors by rotation.
Mr. V.J. Singh (Din: 03129164) Non Executive & Non Independent Director whoappointed by the Board of Directors as an Additional Director of the company with effectfrom 21st October 2019 and his period of office will be liable to determination byretirement of directors by rotation.
Mr. A.V. Ram Mohan (Din: 02093767) was appointed as an Additional IndependentDirector to hold office for 5 consecutive years from 21st October 2019 to 20th October2024. The appointment is subject to the approval and confirmation of the shareholders inthe ensuing Annual General Meeting.
Mrs. Anumolu Jayasree (DIN: 00845666) retires by rotation and being eligible hasoffered herself for re-appointment.
APPOINTMENT / CESSATION OF KEY MANAGERIAL PERSONS
Mr. Krishnamurthy Murali retired as Company Secretary on 31.05.2020. The Board placedon record the services rendered by him during his tenure as Company Secretary.
Ms. T. Anantha Jothi (M No. ACS. 60343) was appointed as the whole time CompanySecretary and Compliance Officer of the company with effect from 01.06.2020 as per theprovisions of section 203 of Companies Act 2013 and Rule 8 and Rule 8A of Companiesappointment & 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 2014 Mr.Amrith Anumolu Executive Director Mr. V.V. Sridharan Chief Financial Officer (CFO) andMs. T. Anantha Jothi 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 12th February 2020.
As on the date of the report the Audit Committee of the Board consists TwoIndependent 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 2019-20 Four Audit Committee Meetings were held on24/05/2019 28/06/2019 12/11/2019 and 12/02/2020
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 a place a Sexual Harassment Policy in line with the requirement ofSexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.Internal Compliant 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 2019-20 oneCommittee meeting was held on 12/02/2020.The details are furnished under the CorporateGovernance Report (CGR).
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. 190.17 lakhs |
SECRETARIAL AUDITOR AND REPORT
A Secretarial Audit Report Form No.MR.3 for Financial year 2019-20 is annexedherewith as Annexure to this Board's Report given by Mr.Rabindrakumar SamalPracticing Company Secretary Chennai.
Mr. Rabindra Kumar Samal Practicing Company Secretary (FCS7649 and COP-18278) wasappointed for three years from 2020-2021 to 2022-2023.
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 a certificateregarding compliance of conditions of Corporate Governance as stipulated in the Provisionsof SEBI (LODR) Regulations 2015 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.
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 March2020 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 March2020 on a going concern basis.
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively
Your Directors report that your Company has been fully compliant with the SEBI (LODR)Regulations 2015 on Corporate Governance. A detailed report is Annexed.
Your Directors gratefully acknowledge the continued support received from the BankersPrincipals/Suppliers Customers and Employees.