Benara Bearings & Pistons Limited
The Board of Directors are pleased to present the Company's 29th Annual Report and theCompany's Audited financial (Standalone and Consolidated) statement for the financial yearended March 31 2019.
1. FINANCIAL RESULTS:
Financial results of your Company for the year ended 31st March 2019 areSummarized below.
|Particulars ||Standalone ||(Rs in Lakhs) ||Consolidated ||(Rs in Lakhs) |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operation ||11433.48 ||10514.38 ||11534.92 ||14542.37 |
|Other Income ||235.99 ||16.88 ||235.99 ||16.88 |
|Total Income ||11669.47 ||10531.26 ||11770.91 ||14559.25 |
|Total Expenses ||11082.55 ||9977.64 ||11224.86 ||13817.27 |
|Exceptional items ||10435 || ||10435 || |
|Profit before Taxation ||482.57 ||553.62 ||441.68 ||741.98 |
|Less: Tax Expense ||41.58 ||208.14 ||111.19 ||234.66 |
|Deferred Tax ||25.89 ||(9.83) ||28.10 ||(9.95) |
|Depreciation ||123.96 ||106.06 ||160.77 ||106.92 |
|Profit after Tax ||415.14 ||355.31 ||377.81 ||517.27 |
2. PERFORMANCE OVERVIEW AND FUTURE PROSPECTS:
The highlights of the Company's performance are as under:
? Revenue from operations increased from Rs. 1051438074 in Financial Year 2017-18to Rs 1143348000 in Financial Year 2018-19. ? Net Profit after tax increased from Rs.35531000 /- in Financial Year 2017-18 to Rs. 41514000/- in Financial Year 2018-19.
3. TRANSFER TO RESERVES
The Company does not propose to transfer any sum to the General Reserve of the Company.
Based on the performance of your Company The Board at its meeting held on 30THMay 2019 recommended a Dividend of Rs. 0.25/- per equity share for the Financial Yearended 31st March 2019.The proposal is subject to the approval of theShareholders of the Company at the annual General Meeting to be held on Friday 27thSeptember 2019. The Dividend if declared by the members at the forth coming annualGeneral Meeting will be paid to all those beneficial owners holding the shares inelectronic form as per the beneficial ownership made available to the Company by NationalSecurities Depository Limited (NSDL) and the Central Depository Services of India Limited(CDSL) as on Record date of 20th September 2019.
5. CHANGE IN NATURE OF BUSINESS
During the year under review the Company has not changed its Business.
6. CHANGE IN NAME OF THE COMPANY
During the year under review there was no change in the name of the Company.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes between the date of balance sheet and the date of thisreport that would affect the financial position of the Company.
8. DEMATERIALISATION OF EQUITY SHARES
All the equity shares of the company are in dematerialized form with either of theDepositories viz. NSDL and CDSL. The ISIN No. allotted is INE495Z01011.
9. THE BOARD AND KMP
a. Composition of the Board of Directors
The Company has following composition of the Board
|Mr. Panna Lal Jain ||: Chairman |
|Mr. Vivek Benara ||: Managing Director |
|Mrs. Nirmala Devi Jain ||: Non- Executive Director |
|Mr. Akhil Kumar Jain ||: Non- Executive Director |
|Mr. Vipin Kumar Jain ||: Chief Financial Officer (CFO) |
|Mr. Nitesh Kumar Kumavat ||: Independent Director |
|Mr. Avinash Kashyap ||: Independent Director |
b. Independent Director
Pursuant to the provisions of Sections 149 152 read with Schedule IV and all otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualification of Directors) Rules 2014 Mr. Nitesh Kumar Kumavat (DIN: 07994614) and Mr.Avinash Kashyap (DIN: 00666821) appointed in 2017 as Independent Directors of the Company.The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 (the Act) that they meet with thecriteria of their independence laid down in Section 149(6) of the Act.
c. Appointment and Changes of Key Managerial Personnel
During the financial year 18-19 there has been no changes in Key Managerial Personnelof the Company under Review.
10. DECLARATION BY INDEPENDENT DIRECTORS
Every Independent Director at the First meeting of the Board in which he participatesas a Director and hereafter at the First meeting of the Board of Directors in everyFinancial Year gives a declaration that he meets the criteria of Independence as providedunder Law.
11. COMMITTEES OF THE BOARD
Currently the board has four Committees: The Audit Committee Nomination &Remuneration Committee Corporate Social committee Stakeholder Relationship Committee.
12. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigation measures to be adoptedby the Board. The Company has adequate internal controls systems and procedures to combatthe risks. The Risk management procedure will be reviewed by the Audit Committee and Boardof directors on time to time basis.
13. SUBSIDIARIES/ ASSOCIATE/ JOINT VENTURE
The Company has two subsidiaries namely-Benara Solar Private Limited &Securitrans Trading Private Limited during the year under review.
14. FIXED DEPOSITS
The Company has not accepted any deposits from public during the year under review.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans guarantees or investments made by the Company under Section186 of the Companies Act 2013 have been disclosed in the Annual Report.
16. SHARE CAPITAL
The Authorized capital of the Company is Rs 200000000 and the subscribed paid up& issued capital of the company is Rs. 177072880 as on 31st March 2019.Your Company has not issued any Equity Shares during the Financial Year 2018-19.
During the year Five Meetings were convened and held and the intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
The dates on which the Board meetings were held are as follows 29/05/2018 18/07/201830/08/2018 14/11/2018 and 12/03/2019.
Details of Attendance is as follows:
|Sr. No Date of Meeting ||Board Strength ||No of Directors Present |
|1 29.05.2018 ||6 ||6 |
|2 18.07.2018 ||6 ||6 |
|3 30.08.2018 ||6 ||6 |
|4 14.11.2018 ||6 ||5 |
|5 12.03.2019 ||6 ||5 |
18. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure I.
19. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and regulation 25 of the SEBI(Listing) obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the Directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committee.
20. RELATED PARTY TRANSACTIONS
During the year under review all the related party transactions were in the ordinarycourse of the business and on arm's length basis. Those transactions were placed beforethe Audit committee of
Directors for prior approval in the form of omnibus approval as provided in SEBI (LODR)Regulation. Related party transactions under Accounting Standard 18 are disclosed in thenotes to the financial statement and also mentioned in Annexure Form AOC-2 pursuant toclause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts)rules 2014 attached as ANNEXURE-III to this report.
21. VIGIL MECHANISM
The Company has formulated a Whistle blower policy and has established vigil mechanismfor employees including Directors of the Company to report genuine concerns. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013.
The Board has constituted Audit Committee as required under Companies Act 2013. TheComposition of the Committee is as under:
|Name of the Member ||Designation |
|Mr. Nitesh Kumar Kumavat ||Chairman |
|Mr. Panna Lal jain ||Member |
|Mr. Avinash Kashyap ||Member |
Nomination & Remuneration Committee
The Board has constituted Nomination and Remuneration Committee as required underCompanies Act 2013.The Composition of the Committee is as under:
|Name of the Member ||Designation |
|Mr. Avinash Kashyap ||Chairman |
|Mr. Nitesh Kumar Kumavat ||Member |
|Mrs. Sarla Jain ||Member |
In terms of the provisions of Section 178(3) of the Companies Act 2013 the Nominationand Remuneration Committee is responsible for formulating the criteria for determining thequalifications attributes and Independence of a Director. The Nomination and RemunerationCommittee is also responsible for recommending to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and Senior Management.
Stakeholder Relationship Committee
The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations 2015 ("Regulations").
|Name of the Member ||Designation |
|Mrs. Sarla Jain ||Chairman |
|Mr. Vivek Benara ||Member |
|Mrs. Ketaki Benara ||Member |
22. STATUTORY AUDITORS
In accordance with sec139 of the Companies Act 2013 M/s. Agrawal Jain and GuptaChartered Accountants (Firm Registration No. 013538C) were appointed on 30.09.2017 as theStatutory Auditors of the Company to hold office until the conclusion of the AnnualGeneral Meeting to be held in the year 2022.
23. AUDITORS REPORT
There is no qualification reservation or adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the Financial Yearended on 31st March 2019.
24. SECRETARIAL AUDIT AND REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s RS and Associates Practicing Company Secretary to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure.
25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIALS STATEMENTS
a) The Board of Directors of the Company have adopted various policies and proceduresfor ensuring the orderly and efficient conduct of its business the safeguarding of itsassets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.
b) The Company has appointed Ms. Nalini Pandey Chartered Accountants asInternal Auditor to test the Internal Controls and to provide assurance to the Board thatbusiness operations of the organization are in accordance with the approved policies andprocedures of the Company.
26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO.
The Company has not carried any activities relating to the conservation of energy. TheCompany has not acquired any technologies during the year under review.
The Company has carried out activities relating to the export and import during thefinancial year. There are foreign exchange earnings and outgo during the year. Details offoreign Exchange Transactions are mentioned in Notes to the Financial statement for theyear ended 31st March 2019.
27. DIRECTOR RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:
a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; b) That thedirectors had selected such accounting practices and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give true and fair viewof the state of affairs of the company as at March 31 2019 and of the profit of theCompany for the year ended on that date. c) That the Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act and for preventing and detecting fraud and other irregularities; d)That the annual accounts have been prepared on a going concern basis; e) the Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively; and f) That theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
29. CORPORATE GOVERNANCE REPORT
Corporate Governance provisions are not applicable during the year 2018-19 pursuant toChapter IV- OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES ofSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015.
The relations between the management and the employees were cordial during the yearunder review. The directors place on record their sincere thanks to the employeesbankers business associates consultants and other government authorities for theservices extended to the company. Finally I thank our shareholders for their continuedtrust and confidence they have place in us.
For and on Behalf of The Board of Directors BENARA BEARINGS AND PISTONS LIMITED
|Vivek Benara ||Panna Lal Jain |
|Managing director ||Chairman |
|DIN: 00204647 ||DIN: 00204869 |
|Date: 03/09/2019 || |
|Place: AGRA || |