You are here » Home » Companies » Company Overview » Bhagwandas Metals Ltd

Bhagwandas Metals Ltd.

BSE: 530095 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE656B01019
BSE 00:00 | 22 Mar 68.10 3.00
(4.61%)
OPEN

67.90

HIGH

68.10

LOW

61.85

NSE 05:30 | 01 Jan Bhagwandas Metals Ltd
OPEN 67.90
PREVIOUS CLOSE 65.10
VOLUME 2078
52-Week high 69.70
52-Week low 14.25
P/E 52.38
Mkt Cap.(Rs cr) 25
Buy Price 67.00
Buy Qty 1.00
Sell Price 67.90
Sell Qty 10.00
OPEN 67.90
CLOSE 65.10
VOLUME 2078
52-Week high 69.70
52-Week low 14.25
P/E 52.38
Mkt Cap.(Rs cr) 25
Buy Price 67.00
Buy Qty 1.00
Sell Price 67.90
Sell Qty 10.00

Bhagwandas Metals Ltd. (BHAGWANDASMETAL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 36th ANNUAL REPORT on the business andoperations of your company and the Audited Financial Statements together with the AuditorsReport for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2018.

(Rupees in lacs)

STANDALONE

31/03/2018 31/03/2017
Revenue from market Operations 1780.45 2791.65
Other income 4.84 10.10
Profit/(Loss) before Interest denreoiation & tax 8.42 40.22
Interest 1.82 20.09
Depreciation 0.80 1.33
Profit/(Loss) before tax 5.80 18.80
Provision for tax 1.51 6.75
Tax for earlier years 0.00 0.00
Deferred tax 1.22 (0.85)
Profit/(Loss) after tax 3.06 12.90
Other Comprehensive Income (Net of Tax) (4.01) 2.97
Total Comprehensive Income for the Period (0.95) 15.87

2. BUSINESS & PERFORMANCE

During the year under review the Company has made Profit of Rs. 3.06 lacs in theFinancial Year 2017 - 2018 against profit of Rs. 12.90 lacs in the last financial year2016 - 2017. The Company will make improved profits depending on the Indian marketconditions and the global environment.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31st 2018 was Rs. 36468500. No additionsand alterations to the capital were made during the financial year 2017-2018.

4. DIVIDEND

In order to conserve resources the board of directors have decided not to declare anydividend for the current Financial year 2017-2018

5. TRANSFERTO GENERAL RESERVE

Your Company does not propose any transfer of funds to the General Reserve.

6. HUMAN RESOURCES

The well-disciplined work force which has served the company for the last 5 years liesat the very foundation of the company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The company has always recognized talent andhas judiciously followed the principle of rewarding performance.

7. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at work place and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year 2017- 2018 the Company has not received any complaints on sexual harassment

8. SUBSIDIARY COMPANIES

The company does not have any subsidiaries associates and Joint venture companies

9. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013ANDSEBI(LODR) REGULATIONS2015

Since your company's paid up Equity capital and Networth is less than Rs.10 crores andRs.25 crores respectively the provisions of revised Clause 49 relating to CorporateGovernance vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September2014. Hence it is not applicable to the company.

10. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW & OUTGO

Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.

Foreign Exchange inflow and outflow during the year is Nil.

11. CORPORATE SOCIAL RESPONSIBILITY

Your company is not mandatorily required to constitute CSR committee since it has notcome within the purview of threshold limit specified in section 135 of the Companies Act2013.

12. BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee.

13. DEPOSITS

Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2018.

14. ACQUISTION OF PROMOTERS SHARES / OPEN OFFER:

The Promoters of the company holding 59.05% of shares have entered into an agreement on1st February 2018 to sell 52% of their shareholding @ Rs. 21/- per share. Pursuant to theagreement promoter's have temporarily parked their said 52% shareholding i.e. 1897376(Eighteen Lacs Ninety Seven Thousand Three Hundred Seventy Six shares) in the demataccount opened with Stock Holding Corporation of India Ltd in name & style of"Cameo Corporate Services Ltd. Escrow a/c. Bhagwandas Metals Ltd. Open offer" inthe month of February 2018.

The shares will be transferred to ultimate acquirers on completion of all statutoryformalities regarding to the Open offer.

15. RECLASSIFICATION OF PROMOTERS:

The existing promoters seeking reclassification subject to the approval of Shareholdersin the General meeting.

16. DIRECTORS AND KEY MANAGEMENT PERSONNEL

Mr. Hareshkumar Prakashbhai Chaudhari (DIN: 01621522) who was appointed as ManagingDirector of the company on 19th July 2018. As recommended by the NRC committee hisappointment is placed before shareholders..

Mrs. MitaAshish Desai (DIN: 01435940) who was appointed as Additional Non-ExecutiveDirector of the company on 19th July 2018. As recommended by the NRC committee herappointment is placed before shareholders.

Mr. Nilav Divyang Mehta (DIN: 06857378) who was appointed as Additional NonExecutiveDirector of the company on 19th July 2018. As recommended by the NRC committee hisappointment is placed before shareholders.

Mr. Ketan Dhirajlal Chaudhari (DIN: 06397323)who was appointed as Additional WholeTime Director of the company on 19th July 2018. As recommended by the NRC committee hisappointment is placed before shareholders.

Mr. Bhavin Sarvaiya Kanaiyalal (DIN: 08010395) who was appointed as AdditionalDirector of the company on 4th January 2018. As recommended by the NRC committee hisappointment is placed before shareholders..

Mr. Govind Prasad (DIN: 00017460) Whole Time Director Mrs. Gita Agarwal (DIN:06969459) Non-Executive Director and Mr. Nirmal Anraj Gadhiya (DIN: 00678742)Independent Director resigns from the Board from 19th July 2018.

Mr. Nand Kishore Sonthalia (Din: 00021585) who is liable to retire by rotation beingeligible offers himself for reappointment.

17. AUDITORS STATUTORYAUDITORS

M/s. Heena Shah &Associates Chartered Accountants (Registration Number 144928W)have been appointed as statutory auditors of the company at the Annual General Meetingheld on 25th September 2017 from the conclusion of 35th Annual General Meeting till theconclusion of 40th Annual General Meeting of the company. Due to ammendment in section 139of Companies Act 2013 ratification of Auditors appointment is no longer required.

REPLYTO THE OBSERVATIONS MADE BYTHE STATUTORYAUDITOR

There are no qualifications reservations remarks or disclaimers made by M/s. HeenaShah & Associates Statutory auditor in their auditor report.The statutory auditorhave not reported any incident of fraud to the Audit Committee of the Company duringthefinancial year 2017-2018.

SECRETARIAL AUDITORS

Pursuant to the 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. Lakshmmi Subramanian & Associates Practising Company Secretaries (CPNo.1087 FCS:3534)Company Secretaries to undertake the secretarial audit of the companyfor the financial year ended 31st March 2018 (FY 2017-2018). The Secretarial Audit Reportis annexed herewith as Annexure V'.

REPLYTO THE OBSERVATIONS MADE BYTHE SECRETARIAL AUDITOR Secretarial Auditors in theirreport have made the following observations:

1. The company is yet to appoint Key Managerial Personnel within the meaning of Section203 of the Companies Act 2013.

The company is in the process of identifying suitable candidates in view of the changein Promoters.

2. The Company is in the process of updating its website according to the requirements.

3. The company has carried on limited business of trading in diary and diary productsfor which the object are yet to be amended as Main object.

The company as on 31.03.2018 had carried only minor business in this segment and sinceproposing to carry on as one of the main business resolutions seeking permission from theshareholders for amendment of the main object in the Memorandum is place in Item No: 8

INTERNALAUDITORS

M/s. Karikalan & Co. Chartered Accountant was appointed as internal auditors ofthe Company. They regularly conduct audit and submit their quarterly reports which arereviewed by the Audit Committee. The Company has an adequate Internal Control systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditor reports to the Chairman of the AuditCommittee of the Board. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

18. NUMBEROF MEETINGS OFTHE BOARD

Four (4) meetings of the Board of Directors of the Company were held during the year.

19. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (3) (c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2018 and of the profit of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. thatthe annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

20. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers for their continued support.

By Order of the Board
Place: Chennai KETAN DHIRAJLAL CHAUDHARI
Date: 19th July 2018 Director
DIN: 06397323

1. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 (the "Act") is enclosed atAnnexure-ll in the prescribed formMGT-9 and forms part of this Report.

2. INDEPENDENT DIRECTORS' DECLARATION

Mr. Narendra Kumar Lunawath Mr. NirmalAnraj Gadhiya and Mr. Chidambaram ChettiarRamasamy Chettiar who are Independent Directors as on 31st March 2018 have submitted adeclaration that each of them meets the criteria of independence as provided inSub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements.Further there has been no change in the circumstances which may affect their status asindependent directorduring the year.

3. POLICYOF DIRECTORS'APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178 (3) of the Act are covered in this Report. Furtherinformation about elements of remuneration package of individual directors is provided inthe extract of Annual Return as provided under Section 92 (3) of the Act is enclosed atAnnexure-ll in the prescribed form MGT-9 and forms part of this Report.

4. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company.

5. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Mr. Ketan Dhirajlal Chaudhari Whole Time Director is related to Mr. HareshkumarPrakashbhai Chaudhari Managing Director of the company. None of the other Directors arerelated to each other within the meaning of the term "relative" as per Section2(77) of the Act and the provisions of the revised listing agreements.

6. AUDIT COMMITTEE

The Composition of Audit committee is reconstituted as following:

Sri. Chidambaram Chettiar Ramasamy Chettiar -Chairman
Sri. Narendra Kumar Lunawath -Member
Sri. Nilav Divyang Mehta -Member

7. AUDITOR'S REPORT

M/s. Heena Shah & Associates chartered Accountants have submitted the Auditor'sReport for the financial year ended 31st March 2018.

8. SECRETARIAL AUDITORS' REPORT

M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries havesubmitted the Secretarial Auditor's Report for the financial year ended 31st March 2018and is attached AnnexureV

9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

There have been no loan guarantees and investment given or made by the Company underSection 186 of the Act during the financial year 2017 2018.

10. TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 is annexed herewith in FormAOC-2 - Annexure IV

11. DEPOSITS FROM PUBLIC

The company has not accepted any depositfrom public and as such no amount on account ofprincipal or interest on deposits from public was outstanding as on the date of thebalance sheet.

12. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

The following are the material changes and commitments occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport:

The Promoters of the company holding 59.05% of shares have entered into an agreement on1st February 2018 to sell 52% oftheir shareholding @ Rs.21/- per share. Pursuant to theagreement promoter's have temporarily parked their said 52% shareholding i.e.1897376(Eighteen Lacs Ninety Seven Thousand Three Hundred Seventy Six shares) in the demataccount opened with Stock Holding Corporation of India Ltd in name & style of"Cameo Corporate Services Ltd. Escrow a/c. Bhagwandas Metals Ltd. Open offer" inthe month of February 2018.

The shares will be transferred to ultimate acquirers on completion of all statutoryformalities regarding to the Open offer.

Consequent to the above open offer Four New Directors are appointed in the board andThree Existing directors have resigned the company. Hence there is change in theconstitution of Board and Committee.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW &OUTGO

The is no information as required to be disclosed on conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.

15. EVALUATION OF DIRECTORS BYINDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 27th March 2018 interalia to:

i. Review the performance of non-independent directors and the Board as a whole

ii. Review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors

iii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform theirduties

16. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING

During the year under review the Directors (Other than Independent Directors) met on27th March 2018 inter alia to:

i. Review the performance of the independent directors of the company taking intoaccount the views of executive directors and non-executive directors;

ii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform theirduties.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The information about internal financial control system and their adequacy is set outin the Management Discussion &Analysis report which is attached and forms part of thisReport.

18. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors.

20. VIGIL MECHANISM

The company has framed a whistle blower policy. Further Directors and employees arehaving full access to the audit committee to report their genuine and serious concern ifthey observe any. The policy is available in the Company website www.metal-bml.com

21. PARTICULARS OF REMUNERATION PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 given below by way of table.

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company. Particulars of remuneration/ Sitting Fees paidare detailed in Para VI of Annexure-ll Extract of Annual Return MGT9

A Statement containing the particulars in accordance with the provisions under Section134 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given below. Top Ten (10) Employeesin terms of remuneration drawn is as under:

Statement under Section 134 of the Companies Act 2013 read with Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Name Age Date of Experience Remuneration Last Cessation and Qualification DesignationCommencement jn years received Employment date ofemployment

GovindPrasad Chairman 36 1 25 000/-PM NA 19.07.2018

70 Years B.com

Nand Kishore Sonthalia Managing 25 1 00 000/- PM NA -

Note: 1. Remuneration includes salary allowances and Company's contribution to PF.

The particulars of the employees employed throughout the financial year 2017-2018 andin receipt of remuneration aggregating Rs.10200000 or more is as follows:

a) Employed throughout the year - Nil

b) Employed for part of the year- Nil.

22. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

For and on behalf of the Board
Place: Chennai KETAN DHIRAJLAL CHAUDHARI
Date: 19th July 2018 Director
DIN: 06397323