Your Directors present the 82nd Annual Report of the Company together with the AuditedAccounts for the Financial Year ended 31.03.2019.
PERFORMANCE / OPERATIONS
|FINANCIAL RESULTS || |
( Rs. In Lakhs)
| ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Gross Revenue ||17119.39 ||15158.90 |
|Profit before interest & Depreciation ||760.61 ||802.96 |
|Finance Cost ||477.15 ||443.60 |
|Profit before Depreciation ||283.46 ||359.36 |
|Depreciation ||330.27 ||319.11 |
|Profit / ( LOSS) before tax ||(46.81) ||40.25 |
|Profit / (LOSS) after taxation ||(68.25) ||64.66 |
|Surplus in Statement of Profit & Loss Account from Last Year ||2502.26 ||2466.44 |
|Remeasurement gain / (Loss) on Defined || || |
|Benefit obligation (Net) ||(9.95) ||17.85 |
|Total Comprehensive Income / (Loss) for the year ||(78.20) ||82.51 |
|Appropriations || || |
|Dividend on Equity Shares ||- ||67.44 |
|Tax on Dividend ||- ||13.73 |
|Surplus carried to Balance Sheet ||2424.29 ||2502.26 |
The Board of Directors wishes to inform the shareholders that the Dividend at the rateof Re.0.24 (12 percent) per share is proposed to be paid as Dividend for the year ended31st March 2019 to those share holders whose name appears in the Register of Members on25th September 2019 subject to approval of share holders in the ensuing Annual GeneralMeeting.
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 anyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the Financial Statements relate and the date of thereport: Nil Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future : NilDetails 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 and processing of EPS products atCoimbatore Tamil Nadu.
|(a) Accepted During the year ||Rs. 26359000/- |
|(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 Un secured loans from the following Directors which isoutstanding as on 31st March 2019.
| || ||Rs. in Lakhs |
|S.No ||Name of the Directors ||Loan amount |
|1 ||Mrs. A. Jayasree ||25.00 |
|2 ||Mr. Amrith Anumolu ||16.00 |
|3 ||Mr. Bharat Anumolu ||79.83 |
|4 ||Mr. R. Gowrishanker ||250.00 |
|5 ||Mr. V.J. Singh ||7.00 |
| ||Total ||377.83 |
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
Messrs. M.R. Ravichandran & Co Chartered Accountants Chennai were appointed asInternal Auditors of the Company for the year 2019-20.
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 March2019.
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.
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.
VACATION OF OFFICE BY DIRECTOR
a) Mr Bharat Anumolu opted not to get reappointed as Managing Director with effect from20th May 2019 and resigned his position as a Director on 3rd June 2019. The Board ofDirectors placed on record the valuable services rendered by him during his tenure asManaging Director and subsequently as Director.
b) Mrs. Vijayalakshmi Ravindranath resigned from the Board with effect from 26thNovember 2018. The Board of Directors placed on record the valuable services rendered byher during his tenure as Director.
APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Mr. Gurram Jagannatha Reddy was appointed as an Additional Independent Directorto hold office for 5 consecutive years from 28th June 2019 to 27th June 2024 Theappointment is subject to the approval and confirmation of the shareholders in the ensuingAnnual General Meeting.
Mr. V.J. Singh was reappointed as an Additional Independent Director to holdoffice for 5 consecutive years from 28th May 2019 to 27th May 2024 The appointment issubject to the approval and confirmation of the shareholders in the ensuing Annual GeneralMeeting.
Mr. R.Gowri Shanker was appointed as an Additional Independent Director to holdoffice for 5 consecutive years from 28th May 2019 to 27th May 2024 The appointment issubject to the approval and confirmation of the shareholders in the ensuing Annual GeneralMeeting.
Mr. Amrith Anumolu retires by rotation at this Annual General Meeting and beingeligible offers himself for reappointment.
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 Company has received the annual evaluation report from the Directors.
The Board of Directors individually and as a whole has been formally evaluated by theIndependent Directors at their meeting held on 8th March 2019.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2018-19 Six Board Meetings were held on 28/05/201806/08/2018 29/09/2018 10/11/2018 26/11/2018 and 13/02/2019.
During the financial year 2018-19 Four Audit Committee Meetings were held on28/05/2018 06/08/2018 10/11/2018 and 13/02/2019.
Composition and Attendance record of the members of the Committee is as under:
|S.No ||Member ||No. of meetings attended |
|1 ||Mr. Bharat Anumolu ||3 |
|2 ||Mr. V.J. Singh ||4 |
|3 ||Mrs. Vijayalakshmi Ravindranath ||2 |
|4 ||Mr. R. Gowri Shanker ||3 |
|5 ||Mr. Amrith Anumolu ||1 |
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.
CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR) CSR
Reporting forms part of this Report.
During the financial year 2018-19 one Committee meeting was held on 26/11/2018.
|S.No ||Member ||Designation ||No. of meetings attended |
|1 ||Mr. Bharat Anumolu ||Managing Director ||1 |
|2 ||Mr. Jayasree Anumolu ||Non-Executive Director ||1 |
|3 ||Mrs. Vijayalakshmi Ravindranath ||Independent Director ||1 |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
(i) Loans : NIL
(ii) Guarantees : Nil
(iii) Investments : 27449 shares purchased at Rs.11.99 per share amounting toRs.329000/- in Frontline Power Corporation Limited.
SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report given by Lakshmmi Subramanian & Associates PracticingCompany Secretaries Chennai is annexed to this report.
Your company has appointed Mr. Rabindra Kumar Samal Practicing Company SecretariesChennai (CP No.18278 / FCS No.7649) as Secretarial Auditor for the financial year 2019-20.
PRACTICING COMPANY SECRETARIES CERTIFICATE ON CORPORATE GOVERNANCE:
Mr. Rabindra Kumar Samal Practicing Company Secretary Chennai have 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.
Your company has appointed Mr. M. Krishnaswamy Practicing Cost Accountant Chennai(FCMA No.5944) as Cost Auditor for the financial year 2019-20 with the consent of theCentral Government for the Audit of Cost Accounts maintained by the Company.
The relations between the employees and management continued to be cordial during theyear.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required by Sec. 134 (3) [c] of the Companies Act 2013 your Directors furtherreport that:
I In preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
II The Directors have selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2019 and of the Profit ofthe Company for financial year ended 31st March 2019;
III The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; IVThe Directors have prepared the Annual Accounts on a going concern basis.
V The directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
VI The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
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
Your Directors report that your Company has been fully compliant with the SEBI ICDRRegulations on Corporate Governance which have been incorporated in Clause 49 of theListing Agreement. A detailed report on this forms part of Annexure.
Your Directors gratefully acknowledge the continued support received from the BankersPrincipals/Suppliers Customers and Employees.
| ||For and on behalf of the Board |
| ||Amrith Anumolu |
| ||Executive Director |
|Chennai ||V.J. Singh |
|June 28 2019 ||Director |