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Betex India Ltd.

BSE: 512477 Sector: Industrials
NSE: N.A. ISIN Code: INE765L01017
BSE 12:33 | 28 Sep 75.95 2.95
(4.04%)
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75.95

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75.95

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75.95

NSE 05:30 | 01 Jan Betex India Ltd
OPEN 75.95
PREVIOUS CLOSE 73.00
VOLUME 1
52-Week high 153.45
52-Week low 58.00
P/E 35.66
Mkt Cap.(Rs cr) 11
Buy Price 70.65
Buy Qty 50.00
Sell Price 75.85
Sell Qty 10.00
OPEN 75.95
CLOSE 73.00
VOLUME 1
52-Week high 153.45
52-Week low 58.00
P/E 35.66
Mkt Cap.(Rs cr) 11
Buy Price 70.65
Buy Qty 50.00
Sell Price 75.85
Sell Qty 10.00

Betex India Ltd. (BETEXINDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty Fifth Annual Report of the Companytogether with the Audited Financial Statements for the Financial Year ended 31st March2022.

OPERATIONAL & FINANCIAL HIGHLIGHTS

The Management Discussion and Analysis Report for financial year ended 31st March 2022on standalone basis is part of the Integrated Annual Report and explains the operating andfinancial performance of the business for the year.

Summary of the Financial Statements of the Company for the year under review is asunder:

(Rs in Lakhs except per share data)

Particulars 2021-22 2020-21
Sales & Income from operations 5738.04 4868.03
Other Income 98.99 13.48
Profit before Financial cost Depreciation and Exceptional items & 134.03 376.75
Tax (EBIDTA)
Finance Cost 7.76 18.20
Depreciation 67.89 70.45
Profit before Tax 58.37 288.10
Provision for Taxation - -
Current tax 9.11 48.09
Mat Credit 10.13 34.48
Deferred Tax -1.77 -0.90
Profit after Tax 40.92 206.43
Taxation for previous year - -
Profit available for appropriation 40.92 206.43
Dividend on Equity & Pref. Shares -
Transfer to General Reserve 33.44 33.44

Income from operation of the company has increased from Rs 4868.03 Lacs to Rs 5837.03Lacs. EBIDTA has been decreased from Rs 376.75 Lacs to Rs 134.03 Lacs and Net profit afterTax has been decreased from Rs 206.43 Lacs to Rs 40.92 Lacs in comparison to previousyear. Our earning per shares stand at Rs 2.73.

DIVIDEND

In order to conserve the resources by taking into account the prevailing economicsituation and the need of resources for growth the Board of Directors have decided not torecommend any dividend on the Equity Shares of the Company for the Financial Year endedMarch 31 2022.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments affecting the financialposition of the Company during the year under review.

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserves for theyear under review. Rationalisation and streamlining of operations to bring aboutefficiencies and reducing costs remains a top priority for the Company. Your Companybuilds businesses with long-term goals based on its intrinsic strengths in terms of itsbrands manufacturing prowess distribution strengths and customer relationships.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2022 stood at ^ 1.50 Crore. During theyear under review the Company has not issued any shares with differential voting rightsnor granted any stock options or sweat equity or warrants. As on March 31 2022 none ofthe Directors of the Company held instruments convertible into Equity Shares of theCompany.

DEPOSITORY SYSTEM

As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2022 almost 78.11% of the Company's total paid-up capitalrepresenting 1500000 shares were in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization on either of the Depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Act the Listing Regulations and provisions of the Articles of Association of theCompany. Your Board has been constituted with requisite diversity wisdom expertise andexperience commensurate to the scale of operations of your Company.

(A) DIRECTORS

Sl Name of the Directors No. Designation & Category
1 Mr. Maheshkumar somani Non-Executive Director Mr. Maheshkumar somani (DIN: 00106449) NonExecutive Director of the Company has been reappointed as Non-Executive director of the company for a term of 3 years w.e.f. 01.10.2019.
2 Mr. Manish Somani Whole-Time Director and CFO Re-appointed as a Whole-time Director pursuant to Section 196197203 of the Act at the 33rd AGM held on September 30 2020 for a period of 5 years with effect from 01/04/2020.
3 Mr. Ritesh Somani Whole-Time Director Re-appointed as a Whole-time Director pursuant to Section 196197203 of the Act at the 33rd AGM held on September 30 2020 for a period of 5 years with effect from 01/04/2020.
4 Mr. Mangilal Sukhlal Lahoti* Non-Executive independent Director Re-appointed as a Non-Executive Director independent Director pursuant to Section Sections 149150152 read with Schedule IV of the Act at the 33rd AGM held on September 30 2020 for a period of 5 years with effect from 30/03/2020.
5. Mrs. Deepa Agarwal Non-Executive independent Director Re-appointed as a Non-Executive Director independent Director pursuant to Section Sections 149150152 read with Schedule IV of the Act at the 33rd AGM held on September 30 2020 for a period of 5 years with effect from 30/03/2020.
6. Mr. Hanumansingh Shekhawat Non-Executive independent Director Appointed as a Non-Executive Director independent Director pursuant to Section Sections 149150152 read with Schedule IV of the Act at the EGM held on May 06 2022 for a period of 5 years with effect from 06/05/2022.
7. Mr. Maheshkumar Rameshwarlal Tiwari** Additional Director Appointed as an Additional Director in the category of Non-Executive independent Director pursuant to Section Sections 161 at the board meeting held on August 25 2022 who shall hold office up to the date of ensuing Annual General Meeting of the company.

* Mr. Mangilal Sukhlal Lahoti (Din No.: 00234817) has given resignation asNon-Executive Independent Director of the company w.e.f. the closure of business hours onAugust 25 2022.

** Mr. Maheshkumar Rameshwarlal Tiwari appointed as an Additional Director of thecompany w.e.f. August 25 2022.

Brief resume and other relevant details of the Directors proposed to be appointed /re-appointed are given in the Explanatory Statement to the Notice convening the AGM.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the Act andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("theListing Regulations") and they have registered their names in the IndependentDirector's Data Bank. The Independent Directors are in compliance with the Code of Conductprescribed under Schedule IV of the Act and the Code of Business Conduct adopted by theCompany.

(B) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of section 203 of the Companies Act 2013 read with rulesframed thereunder the following persons are the key Managerial Personnel's of thecompany.

1) Mr. Ritesh Somani Whole-time Director

2) Mr. Manish Somani Chief Financial Officer

3) Ms. Priyanka Gohel Company Secretary & Compliance Officer

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION POLICY

The Board has adopted on recommendation of the Nomination and Remuneration Committeea policy for selection and appointment of Directors Senior Management and theirremuneration in compliance with Section 178 of the Companies Act 2013 read along with theapplicable rules thereto and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirement (as may be amended from time to time).

REMUNERATION POLICY AND BOARD DIVERSITY POLICY:

The Company has in place a policy relating to the remuneration of the Directors KMPand other employees of the Company. The policy is available on the website of the Companyat

https://www.betexindia.com/pdf/Nomination Remuneration and EvaluationPolicy.PDFandhttps://www.betexindia.com/pdf/Policy on Board Diversity.PDF

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted bythe Company and is put up on the website of the companyhttps://www.betexindia.com/pdf/Familirisation of Independent Director.PDF. All newIndependent Directors (IDs) included in the Board are presented with an overview of theCompany's business operations products organization structures and about the BoardConstitutions and its procedures.

EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 and Part D ofSchedule II to the Listing Regulations Listing Regulations the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship and Corporate Social Responsibility Committees andthat of the individual Director.

The evaluation process covered the aspects which included Board structure andcomposition frequency of Board meetings participation in the long term strategicplanning contribution to and monitoring of corporate governance practices and thefulfilment of Directors' obligation and fiduciary responsibilities including but notlimited to active participation at the Board and committee meetings. The result of theevaluation is satisfactory and meets the requirement of the Company.

MEETINGS OF THE BOARD & COMMITTEES

The Board meets at regular intervals with gap between two meetings not exceeding 120days during the year under review. The Board has four committees namely Audit Committee(AC) Nomination and Remuneration Committee (NRC) Corporate Social ResponsibilityCommittee (CSR) Stakeholders Relationship Committee (SRC).

A) BOARD MEETINGS:

The Board of Directors met 08 times during the financial year ended 31st March 2022 inaccordance with the provisions of the Companies Act 2013 and rules made there under. .

B) COMMITTEE MEETINGS:

AUDIT COMMITTEE

The Audit committee (AC) has been re-constituted by the Board on 25 August 2022. Mr.Mangilal Lahoti has resigned as Director of the Company and Chairman of the AuditCommittee and inducting Mr. Hanumansingh Shekhawat Independent Director as new member ofthe committee. Now Audit Committee of the Board comprises w.e.f August 25 2022 is asbelow:

Sr. No. Committee Members Status in Committee Category
1. Mrs. Deepa Dinesh Agarwal Chairperson Non- Executive & Non-Independent
2. Mr. Hanumansingh Shekhawat Member Non- Executive & Non-Independent
3. Mr. Mahesh Somani Member Non- Executive Director

All recommendations made by the Audit Committee were accepted by the Board during theyear 2021 -22.

The Nomination and Remuneration Committee (NRC) has been re-constituted by the Board on25 August 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Chairmanof the Nomination and Remuneration Committee and inducting Mr. Hanumansingh ShekhawatIndependent Director as new member of the committee. Now Nomination and RemunerationCommittee of the Board comprises w.e.f August 25 2022 is as below:

Sr. No. Committee Members Status in Committee Category
1. Mrs. Deepa Dinesh Agarwal Chairperson Non- Executive & Non-Independent
2. Mr. Hanumansingh Shekhawat Member Non- Executive & Non-Independent
3. Mr. Mahesh Somani Member Non- Executive Director

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015(as may be amended from time to time). Emphasis is given to persons from diverse fields orprofessionals.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee review and ensures redressal of investorgrievances. The Stakeholders Relationship committee was re-constituted by the Board on 25August 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Member ofthe Stakeholders Relationship Committee and Mr. Mangilal Lahoti Now StakeholdersRelationship Committee of the Board comprises w.e.f August 25 2022 is as below:

Sr. No. Committee Members Status in Committee Category
1. Mr. Maheshkumar Somani Chairman Non- Executive Director
2. Mrs. Deepa Dinesh Agarwal Member Non- Executive & Non-Independent
3. Mr. Ritesh Somani Member Executive Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has laid down the Company's policy on Corporate Social Responsibility (CSRC)and the CSR activities of the company are carried out as per the instructions of theCommittee. The Corporate Social Responsibility Committee was re-constituted by the Boardon 25 August 2022. Mr. Mangilal Lahoti has resigned as Director of the Company and Memberof the Corporate Social Responsibility Committee and inducting Mrs. Deepa AgarwalIndependent Director as new member of the committee. Now Corporate Social ResponsibilityCommitte (CSRC) of the Board comprises w.e.f August 25 2022 is as below:

Sr. No. Committee Members Status in Committee Category
1. Mr. Maheshkumar Somani Chairman Non- Executive Director
2. Mrs. Deepa Dinesh Agarwal Member Non- Executive & Non-Independent
3. Mr. Ritesh Somani Member Executive Director

The Minutes of the Committee Meetings are reviewed at by the Board at the BoardMeeting.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgements 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;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a) Statutory Auditors

Members of the Company at the 32nd AGM held on Monday 30th Day of September 2019 hadappointed M/s. B. CHORDIA & CO.(F.R.N. 121083W) Chartered Accountant Surat as theStatutory Auditors for a period of 3 (Three) financial years i.e. up to 31 March 2022 tohold office from the close of 32nd till conclusion of 35th AGM and expires at theconclusion of the ensuing AGM.

It is proposed to appoint M/s C.P.Jaria & Co. Chartered Accountants Surat (FirmRegistration No. 104058W) as Statutory Auditors of the Company for a term of 5 (five)consecutive years from the conclusion of 35th AGM to the conclusion of 39th AGM. M/sC.P.Jaria & Co. Chartered Accountants have confirmed their eligibility andqualification required under the Act for holding the office as Statutory Auditors of theCompany.

The Auditors' Report for Financial Year 2021-22 a form part of the Integrated AnnualReport and does not contain any qualification reservation or adverse remark.

b) Secretarial Auditors

Pursuant to Section 204 of the Act read with the Rules thereof the Board of Directorshad appointed M/s. Dhiren R. Dave & Co. Practising Company Secretaries (UIN No.:P1996GJ002900 & Peer Review No.: 2144/2022) Surat Gujarat India were appointed asSecretarial Auditor to conduct secretarial audit of the company for the financial year2021-22. The Secretarial Audit Report for the financial year ended 31 March 2022 isannexed herewith and forms part of the Annual Report as Annexure-1.

During the Year Company Received letter for change in name of Secretarial Auditor FromDhiren R. Dave Practising Company Secretary to M/s. Dhiren R. Dave & Co. PractisingCompany Secretaries.

The Board has re-appointed M/s. Dhiren R. Dave & Co. Practising CompanySecretaries. (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022) Surat GujaratIndia as Secretarial Auditors of the Company for the financial year 2022-23.

There are no adverse observations in the Secretarial Audit Report which call forexplanation.

c) Internal Auditors

The Board has appointed M/s. ARVP & Co. Chartered Accountants (F.R.N. 101482W) asInternal Auditors of your company for the financial year 2021-22. The Board hasre-appointed M/s. ARVP & Co. Chartered Accountants (F.R.N. 101482W) Surat GujaratIndia as Internal Auditors of the Company for the financial year 2022-23.

The report prepared by the Internal Auditors is to be reviewed by the StatutoryAuditors & Audit Committee of the company. INTERNAL FINANCIAL CONTROLS

Your Company has a well-established Internal Control system to ensure an effectiveinternal control environment that provides assurance on the efficiency of conductingbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

CORPORATE GOVERNANCE

Your Company shall not be mandatorily required to submit Corporate Governance Report asthe equity share capital and net worth of the Company is less than required limits as onthe last date of the previous financial year. Provided that where the provision of the Actbecomes applicable to the Company at a later date the Company shall comply with therequirements within six months from the date on which the provisions become applicable tothe Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year the Company was required to spend Rs 301213.05 lakhs (2% of theaverage net profit of the past three financial years. The total amount spent during theyear was Rs 1712111/-. Corporate Social Responsibility is an integral part of theCompany's ethos and policy and it has been pursuing on a sustained basis. As a part of itsinitiative under the "Corporate Social Responsibility" (CSR) drive and the CSRActivities undertaken by the Company were under the thrust areas are in accordance withSchedule VII of the Act and the Company's CSR policy.

In order to incorporate the latest amendments made to the provisions of the Act andbased on the recommendations of the CSR Committee the Board of Directors at its meetingheld on April 30 2021 had revised the CSR Policy of the Company. A gist of key amendmentsis as under:

• Definitions of various terminologies used in the policy have been amended toreflect the latest amendments made to provisions of the Act;

• Provisions relating to implementation of CSR programmes through registered CSRentities have been included consequent to modifications in the provisions of the Act;

• Concept of Annual Action Plan has been introduced in line with the provisions ofthe Act;

• Provisions relating to dealing with unspent/ excess CSR expenditure have beenincluded; and

• Annexure on reporting of CSR expenditure has been revised consequent to changesin the Act.

The Report on CSR activities as required under the Companies (CSR Policy) Rules 2014along with the brief outline and contents of the CSR policy are annexed as Annexure '3'and forms an integral part of this Report. The Policy has been uploaded on Company'swebsite at https://www.betexindia.com/pdf/AMENDED CSR%20POLICY BETEX.pdf

ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of Safety & Health of the employees havealways assumed the highest importance in your company. The management is committed toensure zero harm to its employees and to all persons within the Company premises. Safetyand occupational health responsibilities are integral to the Company's business processesas spelt out in t he Company's Safety Health and Environment Policies and Procedure.

FIXED DEPOSITS

The Company has not invited deposits from public in accordance with the Section 73 and74 of the Companies Act 2013 (corresponding Section 58 A of the Companies Act 1956).

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulations 34 of the Listing regulations a separate section on ManagementDiscussion and Analysis together with a certificate from the Company's Statutory Auditorsconfirming compliance with listing regulations is set out and forms part of this Annualreport.

PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the company. Pursuant to theprovisions of the Companies (Appointment & Remuneration of Managerial Personnel) rules2014 no employee is drawing remuneration in excess of the prescribed limits. Your companyalso appreciates that revenue and profit growth cannot take place without the rightequality of people. To that effect your company has undertaken a series of measures thatensures the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended from time to time are provided in"Annexure-2" forming part of the Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177 of the Act and Rules framed thereunder read with Regulation 22of the Listing Regulations your Company has a Whistle Blower Policy / vigil mechanism inplace for the Directors and Employees of the Company through which genuine concernsregarding various issues relating to inappropriate functioning of the organization can beraised. A Vigil Mechanism Committee under the Chairmanship of the Audit Committee Chairmanis also in place. The Whistle Blower Policy has been uploaded on the website of theCompany at www.betexindia.com and is available at the linkhttps://www.betexindia.com/vigil policy.html

The Policy provides access to the Legal Head of the Company and to the Chairman of theAudit Committee. No person has been denied an opportunity to have access to the VigilMechanism Committee and the Audit Committee Chairman.

BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Reportfor the year ended 31st March 2022 as stipulated under Regulation 34 of the SEBI ListingRegulations Provided that where the provision of the Act becomes applicable to theCompany at a later date the Company shall comply with the requirements within stipulatedtime from the date on which the provisions become applicable to the Company.

RISK MANAGEMENT

Risk Management is the systematic process of understanding measuring controlling andcommunicating organization's risk exposures while achieving its objectives. RiskManagement is an important business aspect in the current economic environment and itsobjective is to identify monitor and take mitigation measures on a timely basis inrespect of the events that may pose risks for the business. The Company's risk-managementstrategy is to identify assess and mitigate any significant risks. We have establishedprocesses and guidelines along with a strong overview and monitoring framework at theBoard and Senior Management levels.

The Board of Directors regularly review risks and threats and takes suitable steps tosafeguard its interest and that there is no element of risk identified that may threatenthe existence of the Company. The focus shifts from one area to another area dependingupon the prevailing situation. A detailed report on significant risks and mitigation isforming part of Management's Discussion and Analysis.

NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Act and Rules framed thereunder with respect to the Company's nature ofbusiness.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended March 31 2022 all transactions with the RelatedParties as defined under the Act read with Rules framed thereunder were in the ordinarycourse of business and at arm's length basis. Your Company does not have a 'MaterialSubsidiary' as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (as amended) (the "ListingRegulations").

The Policy on materiality of Related Party Transactions has been reviewed by the AuditCommittee and the Board at its meeting held on March 30 2022 had revised the policy onmateriality of Related Party Transactions of the Company and the same is available on thewebsite of the Company at www.betexindia.com and is available at the linkhttps://www.betexindia.com/pdf/Policy- on-Matrerialitv-in-Related-Partv-Transaction.pdf interms of the SEBI Listing Regulations. In terms of the amended provisions of SEBI ListingRegulations relating to related party transactions the company hold an Extra OrdinaryGeneral Meeting at 06th May 2022 and obtained the approval of the members of the Companyfor material related party transactions of the company for Financial Year 2022-23.

During the year under review your Company did not enter into any Related PartyTransaction which requires prior approval of the Members of the Company. All Related PartyTransactions entered into by your Company had prior approval of the Audit Committee andthe Board of Directors as required under the Listing Regulations. Subsequently the AuditCommittee and the Board have also reviewed the Related Party Transactions on a quarterlybasis. During the year under review there have been no materially significant RelatedParty Transactions having potential conflict with the interest of the Company. Members canrefer to Note (26.4) Related parties under Notes to Financial Statements to the FinancialStatements which sets out related party disclosures

Accordingly the disclosure of related party transactions as required under section134(3)(h) of the Companies Act 2013 in Form AOC -2 is not applicable to your Company. Allrelated party transactions for the year are placed before the Audit Committee as well asbefore the Board for approval. The transactions entered into with related parties arereviewed on a quarterly basis by the Audit Committee.

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

Your Directors state that during the year under review there were no cases filedpursuant to The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

HUMAN RESOURCES &INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Companyrecognizes people as the primary source of its competitiveness and continues its focus onpeople development by leveraging technology and developing a continuously learning humanresource base to increase their potential and fulfil their aspirations.

The Company continued to maintain harmonious and cordial relations with its workers inall its businesses during the year under report. Your company firmly believes that adedicated work force constitute the primary source of sustainable competitive advantage.

INSURANCE

All the properties of the Company including buildings plant and machineries and stockshave been adequately insured.

LOANS GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

The loans given investments made and guarantees given & securities provided duringthe year under review are in compliance with the provisions of the Act and rules madethereunder and details thereof are given in the notes to the Standalone FinancialStatements.

EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014 as amended from time to timeregarding conservation of energy technology absorption and foreign exchange earnings andoutgo is given in the Annexure-4 forming part of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year 2021-22 No significant and material order has been passed by anyregulator or by any Court which has a material impact on the financial position of theCompany.

THE EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 134(3) (a) and 92(3)of the Act and read with Rule 12 of the Companies (Management and administration) Rules2014 the Annual Return also available on the website of the Company athttps://www.betexindia.com/pdf/Draft Form MGT 7 2021-22.pdf

CODE OF CONDUCT

As prescribed under the provisions of Section 149 of the Companies Act 2013 read withSchedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Board of Directors and senior management andemployees the Company has formulated a comprehensive Code of Conduct (the Code). The Codeis applicable to Directors and senior management and employees to such extent as may beapplicable to them depending upon their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode reflects the values of the Company viz. Customer Value Integrity one team andExcellence.

A copy of the Code has been uploaded on the Company's website athttps://www.betexindia.com/boards.html The Code has been circulated to all the Directorsand Management Personnel and its compliance is affirmed by them annually. A declarationsigned by the Company's Managing Director for the compliance of this requirement ispublished in this Report.

CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations 2015 as amended fromtime to time the Company has adopted a Code of Conduct for Prevention of Insider Trading(Insider Code) as approved by the Company's Board. Any Insiders (as defined in InsiderCode) including designated employees & persons and their relatives are inter-aliaprohibited from trading in the shares and securities of the Company or counsel any personduring any period when the "unpublished price sensitive information" areavailable with them. The Insider Code also requires pre-clearance for dealing in theCompany's shares and prohibits dealing in Company's shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANRUPCY CODE2016

During the year under review there were no applications made for proceedings pendingin the name of the company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATIONAMOUNT ON ONE TIME SETTELMENT AND VALUATIONWHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review there has been no one time settlement of loans taken fromBanks and Financial Institutions. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has complied with the provisions ofSecretarial Standard 1 (relating to Meetings of the Board of Directors) and SecretarialStandard 2 (relating to General Meetings) issued by the Institute of the CompanySecretaries of India.

Annexure Particulars
Annexure-1 Secretarial Audit Report
Annexure - 2 Disclosures on remuneration of directors and employees of the Company
Annexure - 3 Annual Report on CSR activities and CSR Policy
Annexure - 4 Particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciation for the continuedsupport received from all stakeholders including government regulatory authorities andfinancing institutions. Your Directors also wish to place on record their sincereappreciation for the dedicated efforts and consistent contribution made by the employeesat all levels to ensure that the Company continues to grow and success.

By Order of the Board of Directors
for BETEX INDIA LIMITED
Date : 25th August 2022 MAHESHKUMAR SOMANI
Place: Surat (CHAIRMAN)
(DIN: 00106449)
Registered office:
436 GIDC PANDESARA
SURAT 394221 GUJARAT (INDIA)
CIN: L17119GJ1992PLC018073
Tel: +91 0261 2898595/96
E-mail: corporate@betexindia.com
Website: www.betexindia.com

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