To the Members
The Directors have pleasure in presenting their 64th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2022incorporating therein the consolidated financial statement covering the activities of itssubsidiary BEMCO FLUIDTECHNIK LLR.
1. FINANCIALSUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
[Read with Section 134 of the Companies Act 2013 and Rule 5 (i) of Cost (Accounts)Rules 2014]
The financial statement for the year ended 31st March 2022 of the company and itssubsidiary are prepared with comparative data in compliance with Ind AS.
| || || || ||(Rs. in lakhs) |
| || |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue From Operations ||6225.37 ||6187.47 ||6550.78 ||6445.37 |
|Other Income ||62.78 ||52.57 ||59.06 ||49.77 |
|Total Income ||6288.15 ||6240.04 ||6609.84 ||6495.14 |
|Profit/(loss) before exceptional items & tax ||749.94 ||709.18 ||806.72 ||697.86 |
|Exceptional Items ||- ||- ||- ||- |
|Profit/(loss) before tax ||749.94 ||709.18 ||806.72 ||697.86 |
|Tax Expense/(Credit) net ||227.37 ||303.67 ||227.37 ||303.67 |
|Profit/ (Loss) for the period from continuing operations ||522.57 ||405.51 ||579.35 ||394.19 |
|Other Comprehensive Income ||7.70 ||1.16 ||7.70 ||1.08 |
|Total Comprehensive Income/(loss) for the period ||530.27 ||406.67 ||587.05 ||395.27 |
The company has achieved turnover of Rs.6288.15/- Lakhs as against Rs. 6240.04/-Lakhs for the previous year. The Total comprehensive income for the year works out to Rs.530.27/- Lakhs as against Rs. 406.67/- Lakhs of the previous year.
The consolidated statement of Bemco Hydraulics Limited with Bemco Fluidtechnik LLP isreproduced in brief. The consolidated turnover was Rs. 6609.84/- Lakhs as against Rs.6495.14/- Lakhs for the previous year. The consolidated Total comprehensive profit for theyear is of Rs. 587.05/- Lakhs as against Rs. 395.27/- lakhs for the previous year.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
Subsequent to the date of Financial Statements (i.e. after 31 st March 2022) nosignificant event has occurred.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under operation there was no change in the nature of business.
4. SHARE CAPITAL
The Equity Share capital of the company is Rs. 21933500/-. The preference sharecapital is Rs. 30000000/- and the present total paid up capital of the company amountsto Rs.51933500/-.
The annual return e- form MGT-7 for the financial year 2021 -22 is available on thewebsite www.bemcohydraulics.net.
As the company's profit amounts to Rs. 522.57/- lakhs the board decided to retain theamount for the expansion of the business and therefore no dividend is proposed forthefinancial year 2021 -22.
The Board wishes to explain that the dividend on 300000 preference shares is in arrearssince 2018 the Company has paid the 11% cumulative dividend on 300000 preference sharesfrom the financial year 2018 upto 2022 which amounts to an outflow of Rs. 16500000/-after taking approval of the Board of directors in the meeting held on 23rd May 2022 andfurther shall confirm the same in the forthcoming 64*'Annual General meeting.
|F. Y. ended on ||No. of Preference Shares ||Amount of Dividend in Rs. |
|31" March 2019 ||320000 ||21120000/- |
|31" March 2020 ||300000 ||23108000/- |
|31" March 2021 ||300000 ||26409093/- |
|31 "March 2022 ||300000 ||16518734/- |
These preference shares are held by the promoters themselves as borne out by the listof preference share holders as under:
1. MOHTACAPITAL PRIVATE LIMITED
2. UDFINNVEST PRIVATE LIMITED
3. SRI RAMACHANDRAENTERPRISES PRIVATE LIMITED
As Dividend is paid on 300000 preference shares for F. Y 2017-18 2018-19 2019-202020-21 and also for F Y 2021-22 the Preference Share holders would not get voting rightson par with equity share holders in terms of the provisions of Section 47 of theCompanies Act 2013 on and after in the forthcoming AGM.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
There is no change in the composition of Board of Directors of the Company during theyear under report:
|DIRECTORS || |
|1. MR. MADAN MOHAN. MOHTA ||- Chairman - Non Executive |
|2. MR. ANIRUDH MOHTA ||- Managing Director- Executive |
|3. MRS. URMILADEVI MOHTA ||- Director- Non Executive |
|4. MR.R.M.SHAH ||- Director- Independent Non- Executive |
|5. MR. N. K. DAGA ||- Director- Independent Non- Executive |
|6. MR. DILIP CHANDAK ||- Director- Independent Non- Executive |
|KEY MANAGERIAL PERSONNEL- KMP || |
|1. MR. ANIRUDH MOHTA ||-Managing Director |
|2. MR.VIJAYSAMBREKAR ||- Chief Finance Officer |
|3. MS.AMRUTAA.TARALE ||- Company Secretary |
8. COMPOSITION OF COMMITTEES:
|a. AUDIT COMMITTEE || |
|Chairman: ||Mr. Dilip Chandak- Independent Director |
|Other Members: ||Mr. R. M. Shah- Independent Director |
| ||Mr. N. K. Daga- Independent Director |
| ||Mr.Anirudh Mohta-Managing Director |
|b. NOMINATION AND REMUNERATION COMMITTEE || |
|Chairman: ||Mr. R. M. Shah- Independent Director |
|Other Members: ||Mr. Dilip Chandak- Independent Director |
| ||Mr. N K Daga- Independent Director |
| ||Mr. Madan Mohan Mohta - Non Executive Director |
|C. STAKE HOLDERS RELATIONSHIP COMMITTEE || |
|Chairman: ||Mr. Dilip Chandak- Independent Director |
|Other Members: ||Mr.Anirudh Mohta-Managing Director |
| ||Mrs. Urmila Devi Mohta - Non Executive Director |
| ||Mr. R. M. Shah- Independent Director |
d. COMMITTEE FOR PREVENTION OF SEXUAL HARRSSMENT OF WOMAN AT WORKPLACE/ INTERNALCOMPLAINTS COMMITTEE
|Chairman: ||Ms. Kirti Ramchandra Devale - Company Employee |
|Other Members: ||Mrs. Madhuri Kulkarni- Company Employee |
| ||Ms. Amruta Tarale- Company Employee |
9. STATUTORY DISCLOSURE UNDER COMPANIES ACT 2013 (PURSUANT TO SECTION 134(3) OF THECOMPANIES ACT 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014.
| || ||ANNEXURE ||PAGE NO |
|a. ||Number of meetings of the board ||ANNEXURE-I ||9 |
|b. ||a. Directors responsibility Statement ||ANNEXURE-II ||9 |
| ||b. details in respect of fraud reported by auditors under sub section (12) of section 143other than those which Are reportable to the central government || || |
|c. ||A statement on declaration given by independent directors under sub- section (6) of section 149. ||ANNEXURE- II ||9 |
|d. ||Companies policy on directors appointment and remuneration including criteria for determining qualifications positive attributes independence of directors and other matters provided under sub- section (3) of section 178 Ratio of remuneration to each directors ||ANNEXURE- II ||9 |
|e. ||Qualification and remarks ||ANNEXURE- III ||11 |
|f. ||Particulars of loan guarantees or investment under section 186. ||ANNEXURE- III ||11 |
|g. ||Particulars of Subsidiary Company AOC-1 ||ANNEXURE- IV ||12 |
|h. ||Particulars of contracts or arrangement with related parties referred to in Sub-section 1 of section 188- AOC-2 ||ANNEXURE- V ||13 |
|i. ||The conservation of energy technology absorption foreign exchange earnings and outgo. ||ANNEXURE- VI ||15 |
|j. ||A statement indicating development and implementation of a risk management Policy for the company including identification therein of elements of risk if any which in the opinion of the board may threaten the existence of the company. ||ANNEXURE- VII ||16 |
|k. ||The details of the policy developed and implemented by the company on corporate social responsibilities taken during the year. ||ANNEXURE- VII ||16 |
|1. ||A statement indicating the manner in which formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors. ||ANNEXURE- VII ||16 |
|m. ||Report Corporate Social Responsibilities Activities ||ANNEXURE- VIII ||17 |
|n. ||The state of the companies affairs Material changes and commitments if any affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the Company. ||MANAGEMENT DISCUSSION AND ANALYSIS REPORT ||20 |
10. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
At Bemco all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race coiour gender religion politicalopinion national extraction social origin sexual orientation or age.
At Bemco every Individual Is expected to treat his/her colleagues with respect anddignity. This is enshrined in values and In the Code of Ethics & Conduct of Bemco. TheDirect Touch (Whistle-Blower & Protection Policy)
Policy provides a platform to all employees for reporting unethical business practicesat workplace without the fear of reprisal and help in eliminating any kind of misconductIn the system. The Policy also includes misconduct with respect to discrimination orsexual harassment.
The Company also has in place' Prevention of Sexual Harassment Policy'. ThisAnti-Sexual Harassment Policy of the Company is In line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underthis policy. An Internal Complaints Committee (ICC) Is in place to redress complaintsreceived regarding sexual harassment. There were no complaints before the ICC during thefinancial year 2021-22 as borne out by following table.
|SI. No. ||No. of cases filed under the Act before the Internal committee ||No. of disposal under the Act |
| ||NIL ||NIL |
11. STATUTORY AUDITOR
Pursuant to Section 139 of the Companies Act 2013 and the Rules made there under itis mandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and on 23rd May2022 the Board of Directors of the Company has recommended appointment of M/s A CBhuterla & Co a firm of Chartered Accountants (Firm Registration number 303105E) asthe statutory auditors of the Company. M/s A C Bhuterla & Co will hold office for aperiod of five consecutive years from the conclusion of the 64th Annual General Meeting ofthe Company scheduled to be held on July 29th 2022 till the conclusion of the 69thAnnual General Meeting to be held In the year2027 subject to the approval of theshareholders of the Company.
The first year of audit will be of the financial statements for the year ehdihg March312023 which will include the audit of the quarterly financial statements for the year.To align with the above the Board of Directors of the Company also approved theappointment of M/s A C Bhuterla & Co a firm of Chartered Accountants as statutoryauditors of the Company. This appointment is effective for the year ending March 312023.
12. AUDIT REPORTS
The audit conducted by M/s S. Jaykishan a firm of Chartered Accountants (FirmRegistration No. 309005E) for financial year 2021-22 contains a qualification remark w.r.tGoods and service tax and the boards explanation for the same Is mentioned In AnnexureIII. The Auditors' Report is enclosed with the financial statements In this Annual Reportand It Is self explanatory.
13. SECRETARIAL AUDIT:
Pursuant to the pmvisions of Section 204 of the Act and the rules made there under theCompany in the board meeting held on 24th June 2021 had appointed M/s SDR &ASSOCIATES a Firm of Practicing Company Secretaries to undertake the Secretarial Audit ofthe Company for the year ended 31st March 2022. The Secretarial Audit Report issued inthis regard Is enclosed to this Report.
14. INTERNAL AUDIT:
In the Board of Directors meeting held on 12th August2021 M/s Latkan & Associateswere appointed to undertake internal audit of the Company for the financial year ending31st March 2022 as required under section 138 read with njle 13 of companies (Accounts)Rules 2014. The Internal audit report given by the auditor forthe financial year 2021 -22does not contain any qualification remark.
15. DISCLOSURE ABOUT COST AUDIT
In pursuance of Section 148 of Companies Act 2013 read with Rule 5(1) of Companies(Cost Record and Audit) Amendment Rules 2014. Mr Umesh KIni Cost Accountant was appointedto carry out cost compliance certification for the financial year 2021 -22. The Company Isnot covered by Cost Audit nonetheless the company Is maintaining Cost Records on routinebasis and the Company obtains Cost Compliance report from a practicing Cost Accountant asa matter of good corporate practice and to instill cost conscious nesses at all level ofoperations.
16. RELATED PARTYTRANSACTIONS
All Related Party Transactions that were entered Into during the financial year underreview were on an arm's length basis and In the ordinary course of business and are Incompliance with the applicable provisions of the Act and the Listing Regulations. Therewere no materially significant Related Party Transactions made by the Company during theyear that required shareholders' approval under Regulation 23 of the Listing Regulations.All Related Party Transactions are placed before the Audit Committee for prior approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive In nature orwhen the need for them cannot be foreseen in advance. None of thetransactions entered into with related parties falls under the scope of Section 188(1) ofthe Act. Details of transactions with related parties as required under Section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given InAnnexure -V In Form AOC-2 and forms part of this Report. The Company has adopted a Policyfor dealing with Related Party Transactions. The Policy as approved by the Board may beviewed on the Company's website at www.bemcohydraulics .net.
17. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 preparation of Corporate governance report Is not applicable to ourcompany as it does not fall under the criteria laid down In regulation 25 of SEBI (ListingObligations and disclosure Requirements) Regulations 2015 i.e. our company's paid upshare capital Is not exceeding Rupees ten crore and net worth Is not exceeding Rupeestwenty five crores as on the last date of previous financial year but as a good ethicalpractice BEMCO continues to follow corporate Governance practices and a report oncorporate governance Is uploaded on ourwebsitewww.bemcohydraulics.net.
18. VIGIL MECHANISM:
The Vigil Mechanism acts as an additional internal element of the Company's complianceand integrity policies. All employees directors vendors suppliers dealers andconsultants including auditors and advocates who are associated with BEMCO can raiseconcerns regarding malpractices and events which may negatively impact the company. VigilMechanism has been established under the supervision of the Chief financial Officer andthe Company Secretary of the Company. The Audit Committee and the company secretaryreviews the working of the Vigil Mechanism from time to time and make suggestions ifneeded. The Vigil protects the whistleblower against victimization for the disclosuresmade by him/her and ensures complete confidentiality of the whistleblower's identity andthe information provided by him/her. The investigation is conducted honestly neutrallyand in an unbiased manner. The subject or other involved persons in relation with theprotected disclosure are also given an opportunity to be heard. Strict disciplinaryactions are taken against anyone who conceals or destroys evidences related to protecteddisclosures made under this mechanism. The company has adopted a policy on whistle blowerand vigil mechanism where the policy also provides for direct access to the chairperson ofthe Audit Committee in appropriate or exceptional cases. The policy on whistle blower andvigil mechanism is also uploaded on the company's website www.bemcohydraulics.net
19. SIGNIFICANT&MATERIALORDERS PASSED BYTHEREGULATORS:
No regulatory authority has passed any orders having material impact on the Company.
20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
There are sound internal controls commensurate with nature and size of the Company thathave been incorporated in the Policy to detect the financial discrepancies well in time.Key policies are defined understood and enforced. Operating procedures are clearlydefined; detailed and harmonized procedures are available across the organization. Severalcontrols are preventive in nature and automated. All stakeholders are aware of their rolesand responsibilities with respect to processes and controls. The culture of compliancewith laid down guidelines and procedures is evident through the actions and behavior ofindividuals and teams. The Management Information System ensures that adequate andaccurate information is available for reporting and decision making. The Audit committeealso evaluates the operating effectiveness of Internal Financial Control systems.
- Internal Audit is carried out at regular intervals by an Independent CharteredAccountant who submits his report to the Audit Committee and Board.
- Statutory Auditors carry out the verification of Books on every Quarter beforesubmitting their Limited Review Report Board is prompt in maintaining the adequacy ofInternal Financial Controls with reference to the Financial Statements
21. LISTING WITH STOCK EXCHANGE:
The company is listed in Bombay Stock Exchange and The Company has paid the AnnualListing Fees for the year 2022-23 to Bombay Stock Exchange where the Company's Shares arelisted.
22. ANNUAL REPORT:
Securities and Exchange Board of India (SEBI) has issued circular no. SEBI/HO/CFD/CMD2/CIR/P /2022/62 dated May 13 2022 regarding relaxation from compliance withcertain provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 due to the COVID-19 pandemic. Accordingly requirement of sendingphysical copies of annual report to shareholders are dispensed with for listed entitieswho conduct their AGM till December 31 2022.
We request the shareholders to download the 64"Annual Report which is uploaded onour website www.bemcohydraulics.net.
23. GO GREEN INITIATIVE
Members are requested to support the "Green Initiatives'' by registering theirEmail address with the company if not already done.
Those members who have changed their Email id are requested to register their new EmailID with the Company in case of the shares are held in physical form and with thedepository participant where shares are held in demat mode.
Members holding in physical mode are also requested to register their email addresswith our Registrar and Transfer Agent Adroit Corporate Services Pvt Ltd 19/20 JaferbhoyIndustrial Estate1st Floor Makwana Road Marol Naka Andheri (E) Mumbai-400059 orEmail: firstname.lastname@example.org such registration of email address may also be made withthe Company at its registered office as per the address mentioned above or at the email email@example.com
The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment the Banks/ Financial Institutions and other stakeholders such asshareholders customers and suppliers among others. The Directors also commend thecontinuing commitment and dedication of the employees at all levels which has beencritical for the Company's success. The Directors lookfon/vard to their continued supportin future.
|Date - 23'" May 2022 ||M.M. MOHTA ||ANIRUDH MOHTA |
|Place - BELGAUM ||Chairman ||Managing Director |
| ||DIN-00068884 ||DIN-00065302 |
| ||2 Mohanam 10th Cross ||2 Mohanam 10th Cross |
| ||Bhagya Nagar ||Bhagya Nagar |
| ||Belgaum 590006 Karnataka. ||Belgaum 590006 Karnataka. |