To the Members of the Company
Your Directors have pleasure in presenting the 43rd Annual Report on thebusiness and operations of your Company with Audited Accounts for the year ended March 312018. The financial results of the Company are summarized below:
1. Results of our Operations:
The Companys financial performance for the year ended 31st March 2018is summarized below;
| || ||Rs. in Lacs |
|Particulars ||FY 2017-2018 ||FY 2016-2017 |
|Revenue from Operations ||199.63 ||193.33 |
|Other Income ||57.29 ||-20.72 |
|Total Income ||256.92 ||172.61 |
|Purchases ||194.00 ||188.67 |
|Employee Benefit Expenses ||13.31 ||12.45 |
|Administration and Other Expenses ||12.05 ||15.33 |
|Sub-Total ||219.36 ||216.45 |
|Profit before Interest Depreciation and Tax ||37.56 ||-43.84 |
|Depreciation and Amortization Expense ||0.30 ||0.55 |
|Profit before Interest and Tax ||37.26 ||-44.39 |
|Finance Cost ||0.03 ||3.59 |
|Profit Before Tax & Extraordinary Items ||37.23 ||-47.97 |
|Tax Expense || || |
|-Current Tax ||9.67 ||1.78 |
|-Deferred Tax Liability/(Assets) ||0.24 ||0.09 |
|Net Profit for the Year ||27.32 ||-49.84 |
a. Share Capital
There is no change in paid up capital. The paid up Equity Share Capital as at March 312018 was Rs. 65700000/-. During the year under review the Company has not issuedshares with differential voting rights nor has granted any stock options or sweat equity.
b. Review of operations and affairs of the Company:
During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 37.56 lacs as compared to loss of Rs. 43.84 lacs in previousyear. The net profit for the year under review has been Rs. 27.32 lacs as compared to theprevious year net loss Rs. 49.84 lacs. Your Directors are continuously looking for avenuesfor future growth of the Company in Jute Industry. c. Dividend:
Your Directors do not recommend any dividend for the year under review since thecompany has incurred loss in the last financial year.
d. Transfer to Reserves:
The Company has not proposed to transfer any amount to any reserve.
During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment.
f. Particulars of loans guarantees or investments:
Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statements provided in this Annual Report.
Further it is informed that the Company has neither given any guarantees nor providedany security during the Financial Year under review.
g. Particulars of contracts or arrangements made with related parties:
The particulars of contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 as prescribed in Form AOC-2 is appendedas "Annexure I" to this report. The Policy on Related Party Transactionis available on our website http://www.beekayniryat.co.in
h. Variation in market Capitalization:
During the financial year under review the Securities of your company were listed onBSE Limited only. The market data of BSE ltd is as follows:
|Particulars Month Wise ||High Price ||Low Price |
|April 2017 ||18.60 ||11.95 |
|May 2017 ||17.70 ||14.55 |
|June 2017 ||16.80 ||16.00 |
|July 2017 ||15.20 ||14.45 |
|August 2017 ||16.80 ||12.51 |
|September 2017 ||17.30 ||14.90 |
|October 2017 ||14.16 ||10.99 |
|November 2017 ||14.50 ||11.24 |
|December 2017 ||15.00 ||10.68 |
|January 2018 ||15.00 ||13.68 |
|February 2018 ||14.25 ||12.87 |
|March 2018 ||14.85 ||12.74 |
i. Managements Discussion and Analysis:
In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion and Analysis is set out in the Annual Report as "AnnexureVI".
j. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed and there are nomaterial departures;
ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the Company for that period;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts for the financial year ended 31stMarch 2018 on a going concern basis;
v. the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
k. Recommendations of the Audit Committee:
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.
2. Human Resource Management:
To ensure good human resources management at Beekay Niryat Limited we focus on allaspects of the employee lifecycle. This provides a holistic experience for the employee aswell. During their tenure at the
Company employees are motivated through various skill-development engagement andvolunteering programs. All the while we create effective dialogs through ourcommunication channels to ensure that the feedback reach the relevant teams including theleadership.
a. Particulars of employees:
The table containing the details of remuneration of Directors and Employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as "Annexure IV" to this report.
There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Company currently does not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.
b. Key Managerial Personnel:
i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-Time Director: Mr. Sree Gopal Bajoria (DIN: 01102078) is the Managing Director ofthe Company w.e.f. 26th September 2014 till the date of this Report.
ii) Chief Financial Officer:
Mr. Damodar Prasad Sodhani has been appointed as the CFO of the Company w.e.f. 14thAugust 2014.
iii) Company Secretary:
Ms. Jaishree Datwani has been appointed as the Company Secretary and Compliance Officerof the company w.e.f. 1st October 2016
3. Corporate Governance:
Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Beekay Niryat Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.
The Report on Corporate Governance as stipulated under Regulation 27 of SEBI (LODR)Regulations 2015 is not applicable to the company and hence the compliance of the same isnot mandatory. An undertaking /declaration from the Managing Director of the Company fornon-applicability is annexed herewith as " Annexure- VII". a.Auditors' certificate on Corporate Governance:
As required by Regulation 27 of SEBI (LODR) Regulations 2015 the Auditors' Certificateon Corporate Governance is not required.
b. Compliance Department:
During the year under review there was no changes with respect to the ComplianceOfficer of the Company:
The compliance department of the company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the regulatory authorities were disseminated across thecompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.
c. Information on the Board of Directors of the Company:
During the year under review Mr. Manoj Kumar Choudhary (DIN: 00131556) resigned fromthe post of Independent Director w.e.f 30th May 2017 and in place Mr. UmeshJoshi (DIN: 03385578) was appointed as the director w.e.f 30th May 2017.
d. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitehttp://www.beekayniryat.co.in
e. Details with regards to meeting of Board of Directors of the Company:
During the year under review 4 (Four) Board Meetings were duly held. The interveninggap between the Meetings was not more than 120 days as prescribed under the Companies Act2013.
|Sr. No. ||Date of Meeting |
|1 ||30th May 2017 |
|2 ||14th August 2017 |
|3 ||14th November 2017 |
|4 ||14th February 2018 |
f. Policy on directors appointment and remuneration:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2018 the Boardconsist of 4 Members 1 of whom is a Managing Director and 3 of whom are IndependentDirectors. The Board periodically evaluates the need for change in its composition andsize.
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as "Annexure V" to this report. We affirm that theremuneration paid to the director is as per the terms laid out in the said policy.
g. Declaration by Independent Directors:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 27 of SEBI (LODR)Regulations 2015.
h. Training of Independent Directors:
Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the role duties and responsibilities remuneration andperformance evaluation process Code of Conduct and obligations on disclosures.
Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive
Information (the "Fair Practice Code") Tentative Schedule of upcoming Boardand Committee meetings.
The Company through its Executive Directors / Key Managerial Personnel conductsprograms /presentations periodically to familiarize the Independent Directors with thestrategy operations and functions of the Company.
Thus such programs / presentations provides an opportunity to the IndependentDirectors to interact with the senior leadership team of the Company and help them tounderstand the Companys strategy business model operations service and productofferings markets organization structure finance human resources technology qualityfacilities and risk management and such other areas as may arise from time to time. ThePolicy on the Familiarization Program for Independent Directors is available on ourwebsite http://www.beekayniryat.co.in/
i. Boards Committees:
Currently the Board has two committees: 1. the Audit committee and
2. the Nomination and Remuneration committee
As the number of Shareholders are less than 1000 the formation of StakeholdersRelationship Committee is not mandatory for the company and hence it is not formed.
The composition of the committees and compliances as per the applicable provisions ofthe Act and Rules are as follows:
|Name of the Committee ||Name of the Company Member ||Position in the Committee |
| ||Mr. Pratap Kumar Mondal ||Chairman |
|Audit Committee || || |
|Mr. Sree Gopal Bajoria ||Member || |
|Mrs. Shashi Tibrewal ||Member || |
During the year the committee met 4 times on 30.05.2017 14.08.2017 14.11.2017 and14.02.2018
Consequent upon the resignation of Mr. Manoj Kumar Choudhary as an independentDirector the Nomination and Remuneration committee was re-constituted w.e.f. 30thMay 2017 as follow:
|Name of the Committee ||Name of the Company Member ||Position in the Committee |
|Nomination and Remuneration Committee ||Mr. Umesh Joshi ||Chairman |
| ||Mr. Pratap Kumar Mondal ||Member |
| ||Mrs. Shashi Tibrewal ||Member |
During the year the committee met 2 times on 30.05.2017 and on 11.08.2017
j. Board Evaluation:
The board of directors has carried out an annual evaluation of its "ownperformance" "Board committees" and "individual directors"pursuant to the section 134(3) of the Companies Act 2013.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole was evaluated The same was discussed inthe board meeting that followed the meeting of the independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.
k. Information in terms of Section II of Part II of the Schedule V of the CompaniesAct 2013:
(i) Elements of remuneration Package of all the Director:
The details with regards to the remuneration Package of all the Director is provided in"Point No. 6" of the
Extract of Annual Return in the prescribed format prepared in accordance with Section134(3)(a) and Section 92(3) of the Companies Act 2013 and appended as "AnnexureIII" to this report.
(ii) Details of Fixed Component and Performance linked incentives along with theperformance criteria:
The Company currently pays remuneration to only the Managing Director. The Company doesnot pay any remuneration by whatever name so called to its Non-Executive Directors.Currently the entire remuneration being paid to the Managing Director contains only FixedComponent.
(iii) Service Contract Notice Period and Severance Fees:
The Company has not entered in to any Service Contract with the Mr. Sree Gopal BajoriaManaging Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.
(iv) Stock Options if any:
The Company currently do not have any stock option scheme for its Employees orDirectors.
4. Auditors: a. Statutory Auditor:
The retiring auditors namely M/s. RANKS & Associates Practicing CharteredAccountants Mumbai hold office until the conclusion of the forthcoming Annual GeneralMeeting and are seeking re-appointment. They have confirmed that their appointment ifmade at the AGM will be within the limits prescribed under Companies Act 2013. Membersare requested to consider their reappointment as Statutory Auditors of the Company.
b. Secretarial Auditor:
M/s. Ankita Nevatia & Co. Practicing Company Secretaries were appointed toconduct the Secretarial Audit of the Company for the FY 2017-2018 as required under theSection 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Reportfor the FY 2017-2018 is appended as "Annexure II" to this report
c. Internal Auditor :
M/s. M Jhunjhunwala & Associates Practicing Chartered Accountant performed theduties of Internal Auditors of the Company for 2017-18 and their report is reviewed by theAudit Committee from time to time. d. Comments of the Board on thequalification/reservation/adverse remarks/disclosure made:
1. By the Statutory Auditors in the Audit Report:
Investments are valued at cost by the company. However the investments shallbe valued at Fair Value as per Ind AS 113 for all the investments held by the company. TheQuoted shares shall be valued at the then prevailing market rate and the Unquoted shareswhere the market value of assets and liabilities are not available shall be valued basedon financial forecasts and historical reporting. Due to this
the Other Comprehensive Income is understated by Rs. 380.87 lacs.
Fair value of M/s Filaments India Limited is not ascertainable due tonon-availability of market rate and is taken at cost Rs. 51.10 lacs.
Your company shall adhere to these new accounting standards from the coming financialyear.
The company has not prepared Consolidated Financial Statements as requiredunder IND AS-110 (Consolidated Financial Statements) and IND AS-28(Investment inassociates and joint ventures).
Your company shall adhere to these new accounting standards from the coming financialyear.
Long Term Investments includes: o Shares of ICICI Bank Ltd. and IFCI Ltdare not held in the name of the company. This is in contravention to section 187 of theCompanies Act 2013. o Shares held in physical form are registered in the name ofGiri Finance Ltd. (the erstwhile name of the Company).
The company is in the process of the converting these shares in the name of the companyat its earliest.
Emphasis of Matter
a. Maharashtra Industrial Development corporation (MIDC) has allotted land atAhmednagar Maharashtra vide agreement dated 16.10.2008 for development of CooperativeHousing project. In the absence of permission for construction of shed electricconnection & water connection the project could not be started. The Company has takenup the matter with MIDC. The expenses so far incurred is capitalized & shown asLeasehold Land. MIDC has not demanded for lease rental and therefore the same could not bequantified & provided for / or paid.
Your company is expecting to get the approval soon from MIDC.
b. Case filed by the company before Sessions Judge of civil court against HDFC BankLtd. for Rs 52000/- in relation with dishonor of a cheque by the bank for the saidamount. The amount is to be recovered from HDFC Bank. Confirmation from the party as wellas from HDFC Bank is awaited.
Your company is in rigorous follow up and expecting the decision of your favor.
c. For the purpose of computation of Fair Value us per IND AS 113 the fair value ofunquoted shares has been computed using audited financials as at 31st March 2017 as theaudited financials as at 31st March 2018 were not available.
Your company has tried its best to make available the latest financial for the purposeof determination of Fair Value.
d. The company has given loans to the tune of Rs. 683.13 lacs to the companies in whichdirectors of the company are also directors. The company gives loans to entities in itsordinary course of business activity. Interest has been charged to these entities at ratesas per market standards. The confirmation from these entities has also been received.
Your company charges interest on loans given to anyone whether related or not. TheLoans given are in no ways prejudicial to the interest of your company.
2. By the Secretarial Auditors in the Secretarial Audit Report:
The Auditors report do not contain any qualifications reservations or adverseremarks
e. Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
f. Risk Management:
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Companys competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business segments. The Company has identified various risksand also has mitigation plans for each risk identified. The Risk Management Policy of theCompany is available on our website www.beekayniryat.co.in
g. Vigil Mechanism:
The Company has established a mechanism for Directors and employees toreport their concerns relating to fraud malpractice or any other activity or event whichis against the interest of the Company. The same has been disclosed in the corporategovernance report under the heading Whistle Blower
Policy which forms part of the directors report. The Whistle Blower Policy isavailable on our website www.beekayniryat.co.in
h. Statement on Material Subsidiary:
The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries is available on our website www.beekayniryat.co.in
5. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 is not applicableto the company.
a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:
(i) Energy Conservation:
Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of production of goods total energy consumption etc are not applicable.
|(ii) Foreign Exchange Earnings and Outgo: || || |
| || ||Rs. in Lacs |
|Particulars ||2018 ||2017 |
|Earnings ||- ||- |
|Expenditure ||- ||- |
(iii) Research and Development & Technology Absorption:
The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.
a. Extract of Annual Return:
In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as "AnnexureIII" to this Report.
b. Significant and Material Orders:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Committee and Policy in line withthe requirement of the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013. All the employees (Permanent Contractual Temporary Trainees)are covered under this policy.
During the year under review no complaints were received falling under the category ofSexual Harassment of Women.
d. Maintenance of Cost Records:
The maintenance of Cost Records has not been specified by the Central Government undersub-section (1) of Section 148 of the Act in respect of the activities carried on by thecompany.
e. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend voting orotherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.
(iii) Redemption of Preference Shares and/or Debentures.
7. CASH FLOW STATEMENT :
In conformity with the provisions of Regulation 34(2)(c) of the SEBI (LODR)Regulations 2015 and requirements of Companies Act 2013 the Cash flow statement for theyear ended 31st March 2018 is annexed here to as a part of the FinancialStatements.
8. PREVENTION OF INSIDER TRADING
The Company has also adopted a code of conduct for prevention of insider trading. Allthe Directors senior management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.
During the year under Report there has been due compliance with the said code ofconduct for prevention of insider trading. The Board has already adopted a revised Code ofPrevention of Insider Trading based on the SEBI (Prohibition of Insider Trading)Regulations 2015. The same has been placed on the website of the Company www.beekayniryat.co.in
9. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees & Key ManagerialPerson of the Company and Directors is furnished hereunder:
|Sl. No. ||Name of the Director / KMP ||Designation ||Remuneration 2017-18 ||Remuneration 2016-17 ||Increase/ Decrease ||Ratio/Times per median of employee remuneration |
|1 ||Mr. Sree Gopal Bajoria ||Managing Director ||600000 ||600000 ||NIL ||3.67 |
|2 ||Mr. D P Sodhani ||Chief Financial Officer ||287264 ||279110 ||NIL ||1.75 |
|3 ||Ms. Jaishree Datwani ||Company Secretary ||135000 ||60000 ||N.A. ||0.82 |
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your companysachievements would not have been possible. Your
Directors also wish to thank its customers dealers agents suppliers investors andbankers for their continued support and faith reposed in the company.
By order of the Board of Directors
|For BEEKAY NIRYAT LIMITED || |
|Sd/- ||Sd/- |
|SREE GOPAL BAJORIA ||PRATAP KUMAR MONDAL |
|Managing Director ||Director |
|(DIN: 01102078) ||(DIN: 06730854) |
|Place: Jaipur || |
|Date: 07th August 2018 || |