Benara Bearings & Pistons Limited
The Board of Directors are pleased to present the Company's 31stAnnual Report and the Company's Audited financial (Standalone and Consolidated)statement for the financial year ended March 31 2021.
1. FINANCIAL RESULTS:
Financial results of your Company for the year ended 31stMarch 2021 are summarized below.
|Particulars ||Standalone (Rs in Lakhs) ||Consolidated (Rs in Lakhs) |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from operation ||4159.04 ||10979.32 ||4159.09 ||11065.21 |
|Other Income ||14.29 ||29.12 ||14.29 ||239.76 |
|Total Income ||4173.33 ||11008.44 ||4173.38 ||11319.99 |
|Total Expenses ||5835.78 ||10663.82 ||585586 ||11234.01 |
|Exceptional items ||- ||- ||- ||- |
|Profit before Depreciation & Taxation ||(1662.45) ||344.62 ||(1682.48) ||354.85 |
|Less : Depreciation ||(302.62) ||(232.34) ||(345.27) ||(268.87) |
|Profit After Depreciation ||(1965.07) ||112.28 ||(2027.75) ||85.98 |
|Less: Tax Expense ||0 ||23.41 ||0 ||23.40 |
|Less: Deferred Tax ||(511.11) ||16.26 ||540.80 ||15.65 |
|Less: Earlier Year Tax ||0 ||0 ||(2.40) ||0 |
|Profit after Tax ||(1453.96) ||72.61 ||(1489.35) ||46.92 |
2. PERFORMANCE OVERVIEW AND FUTURE PROSPECTS:
The highlights of the Company's performance are as under:
Revenue from operations decreased from Rs. 1097932100/- inFinancial Year 2019-20 to 415904673/- in Financial Year 2020-21.
Net Profit after tax decreased from 7261179/- in FinancialYear 2019-20 to net loss of Rs. 145395789/- in Financial Year 2020-21.
3. TRANSFER TO RESERVES
The Company does not propose to transfer any sum to the General Reserveof the Company.
The Company has not declared ant dividend for the year 2020-21
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 theCompany.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes between the date of balance sheet and thedate of this report 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 witheither of the Depositories 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 IVand provisions of the Companies Act 2013 and the Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. Nitesh Kumar Kumawat (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 IndependentDirector of the Company under Section 149(7) of the Companies Act 2013 (the Act) thatthey meet with the criteria of their independence laid down in Section 149(6) of the Act.
c. Appointment and Changes of Key Managerial Personnel
During the financial year 2020-21:
No change took place in composition of Key Managerial Personnel.
10. DECLARATION BY INDEPENDENT DIRECTORS
Every Independent Director at the First meeting of the Board in whichhe participates as a Director and hereafter at the First meeting of the Board of Directorsin every Financial Year gives a declaration that he meets the criteria of Independence asprovided under Law.
11. COMMITTEES OF THE BOARD
Currently the board has four Committees: The Audit CommitteeNomination & Remuneration Committee Corporate Social committee StakeholderRelationship Committee.
12. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management policy for dealing withdifferent kinds of risks which it faces in day to day operations of the Company. RiskManagement Policy of the Company outlines different kinds of risks and risk mitigationmeasures to be adopted by the Board. The Company has adequate internal controls systemsand procedures to combat the risks. The Risk management procedure will be reviewed by theAudit Committee and Board of 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 yearunder review.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans guarantees or investments made by the Companyunder Section 186 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 thesubscribed paid up& issued capital of the company is Rs. 177072880 as on 31stMarch 2021. Your Company has not issued any Equity Shares during the Financial Year2020-21.
During the year Seven Meetings were convened and held and theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 Details of Attendance is as follows:
|Sr. No ||Date of Meeting ||Board Strength ||No of Directors Present |
|1 ||18.05.2020 ||6 ||6 |
|2 ||30.06.2020 ||6 ||6 |
|3 ||31.07.2020 ||6 ||6 |
|4 ||07.09.2020 ||6 ||6 |
|5 ||10.12.2020 ||6 ||6 |
|6 ||24.12.2020 ||6 ||6 |
|7 ||24.03.2021 ||6 ||6 |
18. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT-9 is annexed herewith asAnnexure I.
19. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and regulation 25of the SEBI (Listing) obligations and disclosure requirements) Regulations 2015 theBoard has carried out an evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationCommittee.
20. RELATED PARTY TRANSACTIONS
During the year under review all the related party transactions werein the ordinary course of the business and on arm's length basis. Those transactionswere placed before the Audit committee of Directors for prior approval in the form ofomnibus approval as provided in SEBI (LODR) Regulation.
Related party transactions under Accounting Standard - 18 are disclosedin the notes to the financial statement and also mentioned in Annexure Form AOC-2 pursuantto clause (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 establishedvigil mechanism for employees including Directors of the Company to report genuineconcerns. The provisions of this Policy are in line with the provisions of the Section177(9) of the Companies Act 2013.
The Board has constituted Audit Committee as required under CompaniesAct 2013. The Composition of the Committee is as under:
|Name of the Member ||Designation |
|Mr. Nitesh Kumar Kumawat ||Chairman |
|Mr. Panna Lal jain ||Member |
|Mr. Avinash Kashyap ||Member |
Nomination & Remuneration Committee
The Board has constituted Nomination and Remuneration Committee asrequired under Companies Act 2013. The Composition of the Committee is as under:
|Name of the Member ||Designation |
|Mr. Avinash Kashyap ||Chairman |
|Mr. Nitesh Kumar Kumawat ||Member |
|Mrs. Nirmala Devi Jain ||Member |
In terms of the provisions of Section 178(3) of the Companies Act2013 the Nomination and Remuneration Committee is responsible for formulating thecriteria for determining the qualifications attributes and Independence of a Director.The Nomination and Remuneration Committee is also responsible for recommending to theBoard a policy relating to the remuneration of the Directors Key Managerial Personnel andSenior Management.
Stakeholder Relationship Committee
The Board has constituted Stakeholder Relationship Committee asrequired under Securities Exchange Board of India (Listing obligations and DisclosureRequirements) Regulations 2015 ("Regulations").
|Name of the Member ||Designation |
|Mr. Akhil Kumar Jain ||Chairman |
|Mr. Vivek Benara ||Member |
|Mrs. Nirmala Devi Jain ||Member |
22. STATUTORY AUDITORS
In accordance with sec139 of the Companies Act 2013 M/s. Agrawal Jainand Gupta Chartered Accountants (Firm Registration No. 013538C) were appointed on30.09.2017 as the Statutory Auditors of the Company to hold office until the conclusion ofthe Annual General Meeting to be held in the year 2022.
In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s Agrawal Jain and Gupta CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders.
23. AUDITORS REPORT
There is no qualification reservation or adverse remarks or disclaimermade by the Auditors in their report on the financial statement of the Company for theFinancial Year ended on 31st March 2021.
24. SECRETARIAL AUDIT AND REPORT
Sourabh Bapna Practicing Company Secretary was appointed as theSecretarial Auditor to conduct the Secretarial Audit of the Company for the financial year2020-2021 as required under Section 204 of the Companies Act 2013 and the Rules madethere under. The Secretarial Audit Report for the financial year 2020-2021 is appended asAnnexure II which forms part of this report.
25. DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIALS STATEMENTS
a) The Board of Directors of the Company have adopted various policiesand procedures for ensuring the orderly and efficient conduct of its business thesafeguarding of its assets prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information.
b) The Company has appointed Ms. Nalini Pandey Chartered Accountantsas Internal Auditor to test the Internal Controls and to provide assurance to the Boardthat business operations of the organization are in accordance with the approved policiesand procedures of the Company.
26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Company has not carried any activities relating to the conservationof energy. The Company has not acquired any technologies during the year under review.
The Company has carried out activities relating to the export andimport during the financial year. There are foreign exchange earnings and outgo during theyear. Details of foreign Exchange Transactions are mentioned in Notes to the financialstatement for the year ended 31st March 2021.
27. DIRECTOR RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3) (c) of the Companies Act 2013:
a) in the preparation of the annual accounts for the year ended March31 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
b) That the directors had selected such accounting practices andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give true and fair view of the state of affairs of the company as at March 312021 and of the profit of the Company for the year ended on that date.
c) That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actand for preventing and detecting fraud and other irregularities;
d) That the annual accounts have been prepared on a going concernbasis;
e) That Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f) That the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS COURTS AND TRIBUNALS
No significant and material order has been passed by the regulatorscourts tribunals impacting the going concern status and Company's operations infuture.
29. CORPORATE GOVERNANCE REPORT
Corporate Governance provisions are not applicable during the year2020-21 pursuant to Chapter IV- OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITSSPECIFIED SECURITIES of Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015.
The relations between the management and the employees were cordialduring the year under review. The directors place on record their sincere thanks to theemployees bankers business associates consultants and other government authorities forthe services extended to the company. Finally I thank our shareholders for theircontinued trust and confidence they have place in us.