To the Members
BEDMUTHA INDUSTRIES LIMITED
The Board of Directors presents the 31st Annual Report together with theAudited Financial Statements (Standalone and Consolidated) for the Financial Year endedMarch 31 2021.
HIGHLIGHTS OF FINANCIAL PERFORMANCE:
The financial performance of the Company for the Financial Year ended on March 31 2021is summarized as under:
| || |
(Amount in Rs. Lakhs)
|Particulars || |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Income from Operations ||38808.46 ||35978.14 ||38835.02 ||36079.68 |
|Add : Other Income ||31087.54 ||2730.81 ||31099.22 ||2727.67 |
|Profit before Interest Depreciation and Taxes ||29405.45 ||2608.03 ||29424.67 ||2645.71 |
|Less : Finance Cost ||6162.63 ||6433.00 ||6162.65 ||6433.37 |
|Profit/ (Loss) before Depreciation and Taxes ||23242.82 ||(3824.97) ||23262.03 ||(3787.66) |
|Less : Depreciation ||3572.59 ||3308.50 ||3573.89 ||3314.74 |
|Profit/ (Loss) Before Taxes ||19670.23 ||(7133.46) ||19688.14 ||(7102.40) |
|Less : Provision for Current Taxation ||- ||- ||2.40 ||9.38 |
|Less: Provision for Deferred Taxation ||- ||- ||(0.24) ||(1.32) |
|Less: Taxes in respect of earlier years ||93.33 ||- ||93.33 ||- |
|Profit/ (Loss) after Taxes ||19576.90 ||(7133.46) ||19592.65 ||(7110.46) |
|less: Minority Interest ||- ||- ||1.64 ||9.58 |
|add: Share in Profit/(Loss) of Associates ||- ||- ||7.86 ||(0.85) |
|Profit/(Loss) for the year ||19576.90 ||(7133.46) ||19598.87 ||(7120.88) |
SUMMARY OF OPERATIONS/STATE OF THE COMPANY'S AFFAIRS:
During the financial year 2020-21 the Standalone Income from operations of yourCompany increased by 7.87% from Rs.359.78 Crores to Rs.388.08 Crores. The company hasearned profit of Rs.294.05 crores before interest depreciation and taxes and earnedProfit of Rs.195.77 Crores after taxes as compared to previous year.
During the financial year 2020-21 the Consolidated Income from operations of yourCompany increased by 7.64% from Rs.360.80 Crores to Rs.388.35 Crores. The company hasearned profit of Rs.294.25 crores before interest depreciation and taxes and earnedprofit of Rs.195.99 Crores after taxes as compared to previous year.
The other income of Rs.31087.54 Lakhs includes Rs.28106.74 Lakhs on account of InterestCost Reversal on account of Restructuring of Rs.12133.96 Lakhs and initial gain onRecognition of CRPS at Fair value of Rs.15972.78 and other income of Rs.2980.80 Lakhsagainst other income of Rs.2730.81 for the previous financial year.
FINANCIAL PERFORMANCE OF SUBSIDIARY ASSOCIATE ENTITIES & JOINT VENTURES:
Further to the approval of the members of the Company at the Annual General Meetingheld on 24th December 2019 and pursuant to the restructuring plan the Board ofDirectors disinvested the entire investment of 542000 Equity Shares in the subsidiary on22nd September 2020 consequently Kamalasha Infrastructure and Engineering PrivateLimited ceased to be the Company's subsidiary.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Companies Act 2013 ("the Act") and IND AS 23 onConsolidated Financial Statements read with IND AS 28 on Investment in Associates andJoint Ventures the audited consolidated financial statement is provided in the AnnualReport. The summarized consolidated results are given alongside the financial results ofyour Company.
AMOUNT CARRIED FORWARD TO RESERVES:
Your Company has not transferred any amount to its reserves.
Your Directors do not recommend any dividend for the financial year 2020-21.
The outbreak of COVID-19 pandemic has led to an unprecedented health crisis and hasdisrupted economic activities and global trade while weighing on consumer sentiments.
During the year under review the Government of India had imposed stringent nationwidelockdowns in phases which severely impacted manufacturing activities. Though the Steelsectors were allowed to operate under the Essential Services Maintenance Act 1968 theywere subject to certain guidelines. Steel demand was affected as key steel consumingsectors struggled to operate amidst weakening economic activities working capitalconstraints shortage of manpower and logistical issues.
There was impact of COVID-19 on the Company's operations cash flow liquidity andprofitability as well as the Company's contribution to the community in wake of thepandemic.
As conveyed in the last Annual General Meeting regarding progress of implementation ofRestructuring Plan and further to the approval of members of the Company at the AnnualGeneral meeting held on 14th December 2020 that the Restructuring Plan has beensuccessfully implemented on January 16 2021. It has created positive impact on thefinancials of the Company for the Financial Year 2020-21 due to following features of theRestructuring Plan:
a) Rs.42.50 crores has been invested by the Investors and Promoters into the Company ason January 16 2021 at total price of Rs.55/- per share including premium of Rs.45/- andRs.10/- face value.
b) Consortium Banks have converted unsustainable loan of Rs.230.15 crores intoNon-Convertible Cumulative Redeemable Preference Shares (CRPS) with coupon rate of 1.00%w.e.f. 01/01/2018. Hence bank loan on the Company reduced by Rs.230.15 crores w.e.f.01/01/2018
c) The Banks have also reduced the interest rate on sustainable loan from 12% pa to9.05% pa w.e.f. 01/01/2018.
In line with the requirements of the restructuring the Board of Directors has approvedand completed the following Preferential Issues of Equity & Preference Shares of theCompany through their Fund Raising Committee at their meeting held on 16th January 2021:
Allotted 6823182 Equity Shares of Rs.10/- each for cash @ Rs.55/ per EquityShare (including a premium of Rs.45/- per Equity Share) aggregating to Rs.375275010/-to 3 Corporates belonging to Non-Promoter category;
59.09.091 Equity Shares to K-FX Services Private Limited;
9.09.091 Equity Shares to Aakash Universal Limited; and
5000 Equity Shares to Aakaash Buildmate Construction Private Limited
Allotted 909091 Equity Shares of Rs.10/- each for cash @ Rs.55/- per EquityShare (including a premium of Rs.45/- per Equity Share) aggregating to Rs.50000005/- toK.R. Bedmutha Techno Associates Private Limited Promoter Group category; and
Allotted 2301500 in aggregate 1.00% Non-Convertible Cumulative RedeemablePreference Shares ("CRPS") having a face value of Rs.10/- each at Rs.1000/-aggregating to Rs.2301500000/- to Punjab National Bank Bank of Baroda Bank of IndiaExim Bank and Andhra Bank (now Union Bank) as per the Loan Restructuring scheme.
CHANGES IN THE NATURE OF BUSINESS:
There has been no change(s) of business of the Company or in the nature of businesscarried on by the Company during the financial year under review.
During the year under review the Company had allotted (a) 7732273 Equity shares byway of Preferential Allotment and due to which the paid up Equity share capital of theCompany has been increased from Rs.245316110/- to 322638840/- of face value ofRs10/- each and (b)2301500 1.00% Non- Convertible Cumulative Redeemable PreferenceShares (CRPS) of face value of Rs.10/- each.
During the current financial year the Company has increased the Authorized ShareCapital of the Company from Rs.300000000/- (Rupees Thirty Crores only) divided into30000000 (Three Crores) Equity Shares of Rs.10/- (Rupees Ten only) to Rs.375000000/-(Rupees Thirty Seven Crores Fifty Lakhs only) divided into 35000000 (Three Crores FiftyLakhs) Equity Shares of Rs.10/- (Rupees Ten only) each and 2500000 (Twenty Five Lakhs)Preference Shares of Rs.10/- (Rupees Ten only) each.
The Company has neither issued any shares with differential rights as to dividendvoting or otherwise nor issued any sweat equity shares during the year under review.
The Company has not granted any employee stock options. Further it has not providedany money to its employees for purchase of its own shares hence the Company has nothing toreport in respect of Rule 4(4) Rule 12(9) and Rule 16 of the Companies (Share Capital& Debentures) Rules 2014.
The Company has not issued any Debentures/debt securities during the year under review.
As on March 31 2021 none of the Directors of the Company hold instruments convertibleinto Equity Shares of the Company.
During the year 2020-21 the Company has not accepted any deposit from public withinthe meaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014.
National Steel Policy (NSP) 2017 aims to create crude steel capacity of 300 milliontonnes (MT) and targets a robust finished steel per capita consumption of 158 kgs by2030-31.
The construction sector which includes both infrastructure and real estatecontributes about 62 per cent of the total steel demand. Both these sub-segments arewitnessing demand revival which is expected to become stronger in 2021 especially as thegovernment loosens its purse strings and spends more on infrastructure projects.
Policy for providing preference to Domestically Manufactured Iron and Steel Products(DMI & SP Policy) in Government Procurement
This policy provides preference to Domestically Manufactured Iron and SteelProducts (DMI & SP) in Government procurement. l The policy covers a list of 49manufactured products of iron and steel.
The minimum domestic value addition of 20-50 per cent is specified on these 49products of iron and Steel. The Policy also covers capital goods for manufacturing ironand steel products for which minimum domestic value addition of 50 per cent is specified.
No Global Tender Enquiry (GTE) shall be invited for tenders related toprocurement of iron and steel products. No Global Tender Enquiry (GTE) shall be invitedfor tenders related to procurement of Capital Goods for manufacturing iron and steelproducts having estimated value upto Rs.200 Crore except with the approval of competentauthority as designated by Department of Expenditure.
The policy has provisions for waivers to all such procurements where specific gradesof steel are not manufactured in the country or the quantities as per the demand of theproject cannot be met through domestic sources.
In the budget announced on February 1 2021 Finance Minister announced revocation ofanti-dumping duties and countervailing duties on stainless steel products and slashedcustom duties on non-alloy steel products at 7.50% across all non-alloy products. Whilestainless steel industry may be adversely affected by this step it might have littleimplications on non-alloy steel. Since the imports of non-alloy steel takes place majorlynfrom nations with whom the country has signed free trade agreement and these importsenjoy zero import duty. However the reduction in custom duties is likely to benefit theend users in MSME sector which were under stress due to rising prices of steel products.
The reduction of custom duties on scrap is expected to lower the prices of imported rawmaterial which in turn is expected to marginally reduce production cost of steel forsecondary steel players. The budget also unfurled number of infrastructure projects andincreased the outlay on capital expenditure which are likely to strengthen the steeldemand in the medium-term. The announcements such as capex augmentation in railways metrorail projects and vehicle scrappage policy are likely to benefit both primary andsecondary steel producers. In medium term domestic steel pipe manufacturers are likely tobenefit from Jal Jeevan mission which has received allocation of Rs.2.87 lakh crore andfrom proposed extension of city gas distribution.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in Annexure 1 forming part of the Annual Report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the details of top ten employees and none of the employees drawing theremuneration in excess of the limits set out in the said rules are provided in Annexure2 of this Board's Report.
The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are also provided in Annexure 2 of the Board'sReport.
In accordance with Section 178 and other applicable provisions if any of theCompanies Act 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers)Rules 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations 2015 theBoard of Directors at their meeting held on February 12 2015 formulated the Nominationand Remuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee.
The salient aspects covered in the Nomination and Remuneration Policy covering thepolicy on appointment and remuneration of Directors and other matters have been outlinedin the Corporate Governance Report which forms part of this Report.
SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
Pursuant to restructuring the Board of Directors disinvested the entire investment of542000 Equity Shares in the subsidiary on 22nd September 2020 consequently KamalashaInfrastructure and Engineering Private Limited ceased to be the Company's subsidiaryAccording consolidation of accounts has been done only an accounts of Associate Company.
The company has one associate company named as "Ashoka Pre-con Pvt. Ltd."
The Statement in form AOC-1 containing salient features of the financial statements ofCompany's Subsidiaries and associates is attached as Annexure 3 to the financialstatements of the Company.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company. Further as per fourthproviso of the said section audited annual accounts of each of the subsidiary companyhave also been placed on the website of the Company www.bedmutha.com. Shareholdersinterested in obtaining a copy of the audited annual accounts of the subsidiary companymay write to the Company Secretary at the Company's registered office address.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review no order has been passed by the regulators or courts ortribunals against the Company or any Directors Key Managerial Personnel of the Company.
PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the financialyear 2020-21 with related parties are in compliance with the applicable provisions of theCompanies Act 2013 Rules issued thereunder and Regulation 23 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
During the year under review the Company had not entered into any materiallysignificant related party transactions with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of theCompany at large. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.
All Related Party Transactions are placed before the Audit Committee and the Board ofDirectors for their approval.
The policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website (www.bedmutha.com).
The particulars of contracts or arrangements entered into by the Company with relatedparties are appended in Annexure 4 to the Board's Report.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Company has also implemented several bestCorporate Governance practices as prevalent throughout the country. The Report onCorporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof the Annual Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
As on March 31 2021 the Company has 6 (Six) Directors consisting of 4 (Four)Independent Directors and 2 (Two) Executive Directors.
Mr. Ajay Kachardas Vedmutha (DIN: 01726879) Managing Director of the Company retiresby rotation at the ensuing Annual General Meeting pursuant to the provisions of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 and the Articles of Association of the Company and being eligible offeredhimself for re-appointment. Your Directors recommend his re-appointment.
The Shareholders of the Company at the 30th Annual General Meeting hasapproved the appointment of Mr. Shreekrishna Marathe (DIN:08691908) as an IndependentDirector of the Company for a period of 5 (Five) consecutive years not liable to retireby rotation i.e. till March 312025
On the basis of the recommendation of the Nomination and Remuneration Committee and theBoard of Directors members accorded their approval at the 29thAnnual GeneralMeeting of the Company for continuation of appointment of Mr. Vasant Joshi (DIN.07348931) who has attained the age of 80 years.
The Shareholders of the Company at the 30th Annual General Meeting hasapproved the appointment of Mr. Vasant Joshi (DIN 07348931) as an Independent Directorfor the (2nd) second term on the Board of Directors of the Company with effectfrom 26th November 2020 till 25th November 2025.
The brief resume of the Director(s) seeking appointment or re-appointment and otherrelated information under Regulation 36 of the SEBI (LODR) Regulations 2015 andSecretarial Standard-2 (SS-2) has been provided in the Notice convening 31stAnnual General Meeting.
Presently Mr. Vijay Vedmutha -Chairman and Managing Director Mr. AjayVedmutha-Managing Director and Chief Financial Officer Mrs. Vinita Ajay Vedmutha - ChiefExecutive Officer and Mr. Ajay Topale - Company Secretary are the Key Managerial Personnelof your Company in accordance with the provisions of Sections 2(51) and 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the company are not associated with the Company in anymanner as stipulated under section 149(6) of Companies Act 2013 and at the same timepossess relevant expertise and experience that are additive to the Board of the companyfor delivering higher growth and higher values. Further the Company has receiveddeclarations from all the Independent Directors confirming that they meet the criteria ofIndependence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (LODR) Regulations 2015.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
According to Regulations 25(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a meeting of the Independent Directors is required to beheld to evaluate the performance of the Non-Independent Directors. Accordingly a meetingof Independent Directors was held on February 112021 wherein the performance of theNon-Independent Directors including the Chairman was evaluated.
Pursuant to the provisions of the Companies Act 2013 and Regulation 25(4) of SEBI(Listing Obligations and Disclosure Requirements) 2015 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of the members of Audit Nomination and Remuneration andother Compliance Committees. The manner in which the evaluation is carried out has beenexplained in the Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Every new Independent Director of the Board attends an orientation program. Tofamiliarize the new Independent Director with the strategy operations and functions ofour Company the Executive Directors/ Senior Managerial Personnel make presentations tothe new Independent Director about the company's strategy operations product and serviceand offerings markets organization structure human resources technology qualityfacilities and risk management.
NUMBER OF BOARD MEETINGS:
The meeting of the Board of Directors was held 4 (Four) times as prescribed undesection 173 of the Companies Act 2013 during the Financial Year 2020-21 and theintervening gap between two succeeding meetings was more than 120 days pursuant torelaxation provided by Circular no. 11/2020 dated March 24 2020 in view of Covid 19outbreak. Your Company has complied with the provisions of Chapter XII - Meetings of Boardand its Powers of the Companies Act 2013 with respect to meetings of the Board. Thedetails regarding the Board meetings and the attendance of the Directors present in suchmeetings are provided in the Corporate Governance report.
COMMITTEES OF THE COMPANY:
The Board has properly constituted the Audit Committee in compliance with Section 177of Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which consists of the following members' viz.:
|Name of Member ||Designation ||Category |
|Mr. Narayan Kadu ||Chairman ||Independent Director |
|Mrs. Vandana Sonwaney ||Member ||Independent Director |
|Mr. Vijay Vedmutha ||Member ||Executive Director (Chairman & Managing Director) |
|Mr. Vasant B. Joshi ||Member ||Independent Director |
|Mr. Shreekrishna Marathe ||Member ||Independent Director* |
*Mr. Shreekrishna Marathe (DIN: 08691908) has been appointed as Additional Director(Non-Executive & Independent) w.e.f. April 012020 and has been appointed as Member ofAudit Committee w.e.f. June 26 2020.
The details regarding Composition meetings and attendance of the members have beenmentioned in the Corporate Governance Report.
All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company.
Establishment of Vigil Mechanism/Whistle Blower Policy:
The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns about unethical practice. Any complainant can have direct access to theChairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Companyis placed on Company's website i.e. http://www.bedmutha.com.
Nomination and Remuneration Committee:
The Board of Directors has constituted the Nomination and Remuneration Committee inaccordance with the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 which comprises of the following membersviz.:
|Name of Member ||Designation ||Category |
|Mr. Narayan Kadu ||Chairman ||Independent Director |
|Mrs. Vandana Sonwaney ||Member ||Independent Director |
|Mr. Vasant B. Joshi ||Member ||Independent Director |
|Mr. Shreekrishna Marathe ||Member ||Independent Director * |
*Mr. Shreekrishna Marathe (DIN: 08691908) has been appointed as Additional Director(Non-Executive & Independent) w.e.f. April 012020 and has been appointed as Member ofNomination & Remuneration Committee w.e.f. November 11 2020.
The details regarding composition meeting and attendance of the members have beenmentioned to the Corporate Governance Report.
Policy for Selection Appointment and Remuneration of Directors Including Criteria forTheir Performance Evaluation
The Company has adopted a policy titled as "Nomination & RemunerationPolicy" which inter alia includes Company's policy on Board Diversity selectionappointment and remuneration of directors criteria for determining qualificationspositive attributes independence of a director and criteria for performance evaluation ofthe Directors.
The Nomination & Remuneration Policy as approved by the Board is placed on thewebsite of the Company. (www.bedmutha.com)
Stakeholder Relationship Committee:
The Board of Directors has constituted Stakeholders Relationship Committee inaccordance of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details regarding Composition meetingand attendance of the members have been mentioned to the Corporate Governance Report.
Corporate Social Responsibility Committee (CSR):
As per Section 135 of the Companies Act 2013 every Company having net worth of Rupeesfive hundred crore or more or turnover of Rupees one thousand crore or more or a netprofit of Rupees five crore or more during the immediatly preceding financial year shallconstitute the CSR Committee.
Considering the above threshold limit specified above the Company is not required toconstitute the CSR Committee.
RISK MANAGEMENT POLICY:
The Company has implemented Risk Management Policy and the Board of Directors hasprepared a comprehensive framework of risk management for assessment of risks and todetermine the responses to these risks so as to minimize their adverse impact on theorganization. The policy as approved by the Board of Directors is uploaded on theCompany's website. (www.bedmutha.com)
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Bedmutha Management System (BMS) that governs how the Group conducts thebusiness of the Company and manages associated risks.
The Company has introduced several improvements to drive a common integrated view ofrisks optimal risk mitigation responses and efficient management of internal control andassurance activities. This integration is enabled by all three being fully aligned in theCompany wide Risk Management Internal Control and Internal Audit methodologies andprocesses.
Risk & Mitigation:
The Company has identified various risks faced by the Company from different areas. Asrequired under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has adopted a risk management policy whereby a properframework is set up.
Appropriate structures are present so that risks are inherently monitored andcontrolled. A combination of policies and procedures attempts to counter risk as and whenthey evolve.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed. Your Company has introducedseveral improvements such as Integrated Enterprise Risk Management Internal ControlManagement and Assurance Frameworks and processes to drive a common integrated view ofrisks optimal risk mitigation responses and efficient management of internal control andinternal audit activities. Risk management and internal control frameworks are designedand implemented to manage rather than completely eliminated the risk of failure to achievebusiness objectives.
The Company has appointed M/s. Swati Ware & Co. Chartered Accountant as aninternal Auditor to have check on the adequacy of controls in the overall operations andfunctioning of various departments. The monthly reports of the Internal Auditors areplaced before the Audit committee. It is a key component which assists the management indiscovering controls weakness regulatory violations policy violation and operationalinefficiencies. This self-discovery of issues provides the management an ability to takecorrective action in order to maintain the safety soundness profitability and integrity.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186WITH DETAILS:
The loans guarantees and investments covered under section 186 of the Companies Act2013 form part of the notes to the financial statements provided in this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments made which may affect financial positionof the Company between the end of financial year and date of report.
Mr. A. D. Kulkarni (ICAI Membership No.: 049739) Proprietor of M/s. A. D. Kulkarni& Co. Chartered Accountants Jalgaon (Firm Registration No. 115959) were appointed asStatutory Auditors of the Company at the Annual General Meeting held on September 252017 for a period of five (5) consecutive years commencing from the conclusion of 27thAGM till the conclusion of the 32nd AGM of the Company.
In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the Notice conveningthe ensuing AGM does not carry any resolution on ratification of appointment of StatutoryAuditors.
During the year under review there were no frauds reported by the Auditors to theAudit Committee or the Board under Section 143(12) of the Companies Act 2013.
There are no qualifications reservations disclaimer or adverse remarks in theAuditors' Report.
M/s. Swati Ware & Co. Chartered Accountants is the Internal Auditors of theCompany and their reports are reviewed by the Audit Committee on periodical basis.
In accordance with the provisions of Section 148 of Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 your Company has to appoint cost auditors forconducting the audit of cost records of the applicable products of the Company for thefinancial year. Accordingly during the year your Company has appointed M/s. DeodharJoshi & Associates Cost Accountants (Firm Registration No.: 002146) to conduct thecost audit of the Company for the Financial Year 2020-21. The ratification of theremuneration payable to the Cost Auditors shall be sought from shareholders in the ensuingAnnual General Meeting.
The Company is maintaining the Cost Records as specified by the Central Governmentunder Section 148(1) of the Companies Act 2013.
In terms of Section 204 of the Companies Act 2013 and the Rules made there under M/s.S. Anantha & Ved LLP (LLPIN: AAH-8229) had been appointed as the Secretarial Auditorsof the Company for the financial year 2020-21.
The Secretarial Audit Report for the year under review is annexed as "Annexure5" to this report.
Necessary explanation to the observation made in the Secretarial Audit Report is givenbelow:
The Company has availed benefit of immunity offered by MCA under CFSS and extensiongranted by MCA for filing e-forms after due date without payment of additional feesconsidering COVID-19 Pandemic situation.
The Board has advised the Secretarial Department to file the E-forms within due date toavoid such delay in future. Also due to Covid 19 pandemic the Company has availed benefitof immunity offered by MCA under CFSS for filing of few forms.
The Annual Return of the Company in prescribed form MGT-7 is available on the websiteof the Company at www.bedmutha.com.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of yourCompany hereby state that:
(i) In the preparation of the Annual accounts for the year ended March 312021 theapplicable accounting standards have been followed along with proper explanation relatedto material departure(s) if any;
(ii) The Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312021 andof the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors have prepared the annual accounts on a going concern'basis;
(v) The Directors of the Company have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Company enjoys cordial relations with its employees. The key focus of your Companyis to attract retain and develop talent. The Board wishes to place on the record itsappreciation of the contributions made by all employees ensuring high levels ofperformance and growth during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of Energy Technology Absorption and Foreign ExchangeEarnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies(Accounts) Rules 2014 is annexed as Annexure 6 to this report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds being dividends lying unpaid or unclaimed for aperiod of seven years. Therefore there were no funds which were required to betransferred to Investor Education and Protection Fund (IEPF).
POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company has in place Anti-Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year 2020-21 no complaints werereceived regarding sexual harassment. Further the Company is conducting the awarenessprograms at regular interval of time.
OTHER MATERIAL INFORMATION:
During the year under review there is no other material information to report.
SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):
The Company complies with the Secretarial Standards issued by ICSI one of the premierprofessional bodies in India. CAUTIONARY STATEMENT:
Statement in the Directors' report and the Management Discussion and Analysisdescribing the company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in statement. Important factors that couldinfluence the company operation include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical material andtheir cost changes in government policies and tax laws economic developments of thecountry and other factors which are material to the business operations of the company.
Your Directors wish to thank and acknowledge the contributions of FinancialInstitutions Banks Government Authorities dealers suppliers business associatesauditors consultants and the Company's valued customers for their assistance andco-operation and the esteemed shareholders for their continued trust and support. TheDirectors also wish to acknowledge members of Bedmutha Group at all levels for theirspirit of commitment dedication and support extended in challenging times.
| ||For and on behalf of Board of Directors |
| ||BEDMUTHA INDUSTRIES LIMITED |
| ||Vijay Vedmutha |
| ||Chairman & Managing Director |
| ||DIN:00716056 |
|Date: August 17 2021 || |
|Place: Sinnar || |