Benara Bearings & Pistons Limited
The Board of Directors are pleased to present the Company's 28th Annual Report and theCompany's Audited financial (Standalone and Consolidated) statement for the financial yearended March 31 2018.
1. FINANCIAL RESULTS:
Financial results of your Company for the year ended 31st March 2018 areSummarized below.
|Particulars ||Standalone ||Consolidated |
| ||2017-18 ||2016-17 (Rs.) ||2017-18 ||2016-17 (Rs.) |
|Revenue from operation ||1051438074 ||1041146752 ||1454236949 ||1223682435 |
|Other Income || || || || |
| ||1688095 ||2635395 ||1688095 ||2635395 |
|Total Income || || || || |
| ||1216355348 ||1088675164 ||1607996444 ||1282394715 |
|Total Expenses || || || || |
| ||1160993726 ||1025221096 ||1533798458 ||1226111259 |
|Profit before Taxation ||55361622 ||63454068 ||74197987 ||56283456 |
|Less: Tax || || || || |
|Expense || || || || |
|Current Tax ||20813750 ||19263063 ||23465500 ||19729260 |
|Deferred Tax ||(983473) ||(1346955) ||(995229) ||(1355630) |
|Depreciation ||10606309 ||7175273 ||10691265 ||7254850 |
|Profit after Tax ||35531345 ||45537960 ||51727716 ||42158722 |
2. PERFORMANCE OVERVIEW AND FUTURE PROSPECTS:
The highlights of the Company's performance are as under:
Revenue from operations increased from Rs. 1223682435 in Financial Year2016-17 to Rs 1454236949 in Financial Year 2017-18.
Net Profit before tax increased from Rs.56283456 /- in Financial Year 2016-17to Rs. 74197987 /- in Financial Year 2017-18.
Net Profit after tax increased from Rs. 42158722 /- in Financial Year 2016-17to Rs. 51727716 /- in Financial Year 2017-18.
3. TRANSFER TO RESERVES
The Company does not propose to transfer any sum to the General Reserve of the Company.
The Board of Directors want to expand the business of the Company; hence they do notrecommend any dividend.
5. CHANGE IN NATURE OF BUSINESS
During the year the Company has not changed its Business.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
a) The Company had issued 9293466 Bonus shares to the members of the Company whosename entered in the Register of Members in the proportion of three equity shares forevery one equity shares held by them. The same has been approved by the members in EGMvide resolution dated 22nd December 2017.
b) The Company has increased its Authorised share capital of the Company from36000000 to Rs 200000000. The same has been approved by the members in EGM videresolution dated 28th November 2017.
The Equity Shares of the Company are Listed on SME Platform of BSE Limited w.e.f 03rdApril 2018.The Company is regular in payment of Annual Listing Fees. The Company has paidListing fees up to year 2018-2019.
8. ALLOTMENT OF 5316000 EQUIY SHARES TO PUBLIC THROUGH INITIAL PUBLIC OFFER(IPO)
The IPO of the Company was oversubscribed. The Company after obtaining necessaryapprovals and finalization the Basis of allotment in consultation with BSE SME haveallotted 5316000 Equity Shares of Rs. 10/- each at an issue price of Rs. 63/- per shareincluding premium of Rs. 53/- per share to the public through Initial Public Offer (IPO)after complying provisions and guidelines under the Companies Act 2013 SEBI (ICDR) &SEBI (LODR). The Post IPO Paid up Share capital of the Company is 177072880 EquityShares of Rs. 10/- each.
9. 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.
10. 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. Sarla Jain ||: Non- Executive Director |
|Mrs. Ketaki Benara ||: 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
Pursuant to the provisions of section 2(18) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2014Ms. Artee Sahu was appointed as Company Secretary of the Company with effect from 01stNovember 2017.
11. 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.
12. COMMITTEES OF THE BOARD
Currently the board has four Committees: The Audit Committee Nomination &Remuneration Committee Corporate Social committee Stakeholder Relationship Committee.
13. 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.
14. SUBSIDIARIES/ ASSOCIATE/ JOINT VENTURE
The Company has two subsidiaries namely-Benara Solar Private Limited &Securitrans Trading Private Limited during the year under review.
15. FIXED DEPOSITS
The Company has not accepted any deposits from public during the year under review.
16. 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 financial statements.
17. SHARE CAPITAL
The Authorized capital of the Company is Rs 200000000 and the subscribed paid &issued capital of the company is Rs. 177072880 as on 31st March 2018.
During the year Seven Meetings were convened and held and the intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013. The dates onwhich the Board meetings were held are as follows 06/06/2017 24/08/2017 01/11/201704/11/2017 17/11/2017 23/12/2017 and 28/03/2018.
Details of Attendance is as follows:
|Date of Meeting ||Board Strength ||No of Directors Present |
|06.06.2017 ||5 ||5 |
|24.08.2017 ||5 ||5 |
|01.11.2017 ||5 ||5 |
|04.11.2017 ||5 ||5 |
|17.11.2017 ||6 ||6 |
|23.12.2017 ||6 ||5 |
|28.03.2018 ||6 ||6 |
19. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure I.
20. 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.
21. 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 asprovided in SEBI (LODR) Regulation. Related party transactions under Accounting Standard 18 are disclosed in the notes to the financial statement and also mentioned inAnnexure Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule8(2) of Companies (Accounts) rules 2014 attached as ANNEXURE-III to this report.
22. 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 |
23. STATUTORY AUDITORS
In accordance with sec139 of the Companies Act 2013 M/s. Agrawal Jain and GuptaChartered Accountants (Firm Registration No. 013538C) as the Statutory Auditors of theCompany to hold office from the conclusion of this Annual general meeting until theconclusion of the Annual General Meeting to be held in the year 2021.
In accordance with the provisions of Section 139142 and other applicable provisions ofthe Companies Act 2013 and of the Companies (Audit and Auditors) Rules 2014 theappointment of the Statutory Auditors is required to be ratified by the shareholders atevery Annual General Meeting during their tenure. Board has recommended the re-appointmentof M/s. Agrawal Jain and Gupta Chartered Accountants as the Statutory Auditor for theFinancial Year 2017-18.
M/s. Agrawal Jain and Gupta. Chartered Accountants have confirmed that they areeligible for having their appointment as Statutory Auditors ratified at this AnnualGeneral Meeting.
24. 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 2018.
25. 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 Goyal DK & Associates Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure.
26. 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.
27. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE 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 2018.
28. PARTICULAR OF EMPLOYEES
Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel
Rules 2014) amendment dated 30.06.2016 name of Top ten employees in terms ofremuneration
are as follows:
1. Sanjay Jain
2. Adarsh Ratan Soni
3. Sanjeev Agarwal
4. Vipul Jain
5. Tekchand Badhan
6. Tarun Chauhan
7. Bhanu Mishra
8. Sandeep Jain
There are no employees during the year under review whose particulars are required tobe given pursuant to section 197 of Companies Act 2013 read with Rule 5 (2) (i) (ii) and(iii) of Companies (Appointment and Remuneration of Managerial Personnel Rules 2014).
29. 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 2018 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 the directors had selected such accounting practices and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the company as at March 31 2018 and ofthe profit of the Company for the year ended on that date.
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act and forpreventing and detecting fraud and other irregularities;
d) That the annual accounts have been prepared on a going concern basis; e) theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
f) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
30. 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.
31. CORPORATE GOVERNANCE REPORT
Corporate Governance provisions are not applicable during the year 2017-18 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 || |
|FOR BENARA BEARINGS AND PISTONS LIMITED || |
|Vivek Benara ||Panna Lal Jain |
|Managing director ||Chairman |
|DIN: 00204647 ||DIN: 00204869 |
|Date: 30/08/2018 || |
|Place: AGRA || |