To the Members of Bhagyanagar India Limited
The Directors have pleasure in presenting the 36th Annual Report of yourCompany and the Audited financial statements for the financial year ended 31stMarch 2021 together with Auditors' Report thereon.
The performance of the Company during the year has been as under:
| || || |
(Amount in Rs.)
| || |
| ||2021 ||2020 ||2021 ||2020 |
|Sales and other Income ||5081931733 ||5066197544 ||7881259056 ||5632633030 |
|EBIDTA ||119217876 ||120552369 ||190710767 ||159120135 |
|LESS : || || || || |
|Loss on Foreign Exchange Fluctuation ||- ||1522078 ||- ||302509 |
|Depreciation ||36727704 ||36461924 ||55358295 ||51609573 |
|Interest ||57013148 ||70215326 ||83178463 ||95480714 |
|Profit before Taxation ||25477024 ||12353041 ||52173009 ||11727339 |
|Provision for Taxation : Current Tax ||4252625 ||2061970 ||8417199 ||2061311 |
|Deferred Tax ||1340003 ||1352788 ||1340003 ||1352788 |
|MAT Credit ||10161769 ||(2061970) ||7638259 ||(2061311) |
|Profit after Tax ||9722627 ||11000253 ||34777548 ||10374551 |
|Surplus brought forward from previous year ||881477821 ||870477568 ||829179103 ||818804552 |
|Balance available for appropriation ||891200448 ||881477821 ||863956651 ||829179103 |
|Transfer to General Reserves ||- ||- ||- ||- |
|Balance c/f to Balance Sheet ||891200448 ||881477821 ||863956651 ||829179103 |
PERFORMANCE AND OPERATIONS:
During the year 2020-21 the Company's consolidated turnover is increased by 39.92% ascompared to that of previous year. EBIDTA is Rs.1907.10 lakhs as compared to that of lastyear Rs.1591.20 lakhs. PBT increased by 344.88% as compared to that of last year. PAT alsoincreased by 235.22% as compared to that of previous year.
Your Company has only one wholly owned (100%) subsidiary company viz. BhagyanagarCopper Private Limited engaged in the same line of business of manufacture of copperproducts. There has been no material change in the nature of its business.
In terms of proviso to sub section (3) of Section 129 of the Act 2013 read withCompanies (Accounts) Rules 2014 the salient features of the financial statement of thesubsidiaries and Associates is set out in the prescribed Form AOC-1 which forms part ofthe annual report.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements are prepared in accordance with Indian AccountingStandards (Ind-AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 of the Companies Act 2013 and other relevant provisions of theCompanies Act 2013.
The Consolidated Financial Statements for the financial year ended 31stMarch 2021 forms part of the Annual Report. As per the provisions of Section 136 of theCompanies Act 2013 the Company has placed separate audited accounts of its Subsidiarieson its website www.bhagyanagarindia.com and a copy of separate audited financialstatements of its subsidiary will be provided to shareholders upon their request.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively have been duly followed by the Company.
The paid-up Share Capital of the Company as on 31st March 2021 isRs.63990000 divided into 31995000 equity shares of Rs.2/- each.
TRANSFER TO RESERVES:
The Board of Directors of the Company has not recommended for transfer of any amount tothe General Reserve for the Financial Year ended 31st March 2021.
The Board of Directors has not recommended dividend for the financial year 2020-21 toretain the maximum possible cash in the system. The Company is constrained to skip thedividend in view of the proposed expansion plans.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under schedule V of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 forms an integral partof this Report and gives details of the overall industry structure developmentsperformance and state of affairs of the Company's business internal controls and theiradequacy risk management systems and other material developments during the financialyear.
Management Discussion and Analysis Report is presented in a separate section forms partof the Annual Report as Annexure-II.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement the Board of Directors of the Companyhereby confirms:
(a) That the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(b) That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2021 and of the profit and loss of the company forthat period;
(c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the directors have prepared the annual accounts for the financial year 31stMarch 2021 on a going concern basis; and
(e) That the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The independent directors have submitted the declaration of independence as requiredpursuant to sub-section (7) of section 149 of the Companies Act 2013 and Regulation 25(8)of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 stating thatthey meet the criteria of independence as provided in sub-section (6) of Section 149.
NOMINATION AND REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays
down a framework in relation to selection appointment and remuneration to DirectorsKey Managerial Personnel Senior Management and other employees of the Company. Thedetails of Nomination and Remuneration Committee and Policy are stated in the CorporateGovernance Report.
PARTICULARS OF LOANS GUARANTEES SECURITIES OR INVESTMENTS:
The details of Loans Guarantees Securities and Investments made during the financialyear ended 31st March 2021 are given in the notes to the Financial Statementsin compliance with the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meetings of Board and its Powers) Rules 2014.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval wherever required. Prior omnibus approvalof the Audit Committee is obtained for the transactions which are of a foreseeable andrepetitive nature. A statement giving details of all related party transactions enteredinto pursuant to the omnibus approval so granted are placed before the Audit Committee andthe Board of Directors on a quarterly basis. The Company has developed a Policy on RelatedParty Transactions for the purpose of identification and monitoring of such transactions.The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.bhagyanagarindia.com.
The particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of theCompanies (Accounts) Rules 2014 and the same is annexed herewith as"Annexure-IV" to this Report.
The Audit Committee as on 31.03.2021 consists of Independent Directors Shri KamleshGandhi as Chairman Shri R.Surender Reddy Smt. Sanjana Jain and the Managing DirectorShri Devendra Surana as Members. The Committee inter alia reviews the Internal ControlSystem Reports of Internal Auditors and compliance of various Regulations. The Committeealso reviews the financial statements before they are placed before the Board.
The Board at its meeting held on 29.09.2020 re-constituted the Audit Committee withthe appointment of Smt. Sanjana Jain Independent Director of the Company.
The recommendations made by the Audit Committee to the Board from time to time duringthe year under review have been accepted by the Board. Other details with respect to theAudit Committee such as its terms of reference the meetings of the Audit Committee andattendance thereat of the members of the Committee are separately provided in this AnnualReport as a part of the Report on Corporate Governance.
The Annual Return of the Company as on 31st March 2021 is available on thewebsite of Company at http://www. bhagyanagarindia.com/investor-relations.php.
PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure-I forming part of this Report.
RISK MANAGEMENT POLICY:
In terms of the requirement Section 134(3)(n) of the Companies Act 2013 and Regulation21 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has developed and implemented the RiskManagement Policy. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report. At present the Company has not identifiedany element of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company considers social responsibility as an integral part of its businessactivities. The CSR activities of the Surana Group are guided by the vision and philosophyof its founding father Shri G Mangilal Surana who embodied the value of trusteeship inbusiness and laid the Foundation for its ethical and value-based functioning. The Companyhad taken an initiative in the direction and the journey was embarked in the year 1987 byShri G. Mangilal Surana in the memory of his father Shri Gulab Chand Surana by starting ahospital "Gulab Chand Surana Charitable Hospital" which is purely for thepurpose of providing medical relief to the people who are in below poverty line. It isbeing run by qualified and registered doctors.
In compliance with requirements of Section 135 of the Companies Act 2013 the Companyhas laid down a CSR Policy. The composition of the Committee contents of CSR Policy andreport on CSR activities carried out during the financial year ended 31stMarch 2021 in the format prescribed under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure III.
During the year under review pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the evaluation ofperformance of all Directors is undertaken annually. The company has implemented a systemof evaluating performance of the Board of Directors and of its Committees and individualDirectors on the basis of a structured questionnaire which comprise evaluation criteriataking into consideration various performance related aspects. The Board of Directors haveexpressed their satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri N.C.Bhardwaj Director of the Company will retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
Smt. Sanjana Jain was appointed as Additional Independent Director w.e.f. 29.09.2020 onrecommendation of the Nomination & Remuneration Committee for a period of five (5)consecutive years subject to the approval of shareholders members in this ensuing AnnualGeneral Meeting.
Shri Narender Surana and Shri Devendra Surana were reappointed as Managing Directorsof the Company for a further period of 3 years w.e.f. 18.01.2020 subject to approval ofthe members at this Annual General Meeting.
During the year under review Shri O. Swaminatha Reddy Smt. Madhumathi SureshIndependent Directors Shri G.M.Surana Chairman Emeritus/Non-Executive Director and ShriN.Krupakar Reddy Whole-time Director have resigned from the Board. The Board placed onrecord its appreciation for the valuable contribution and guidance given by them duringtenure of their Directorship of the Company.
The brief particulars of Directors seeking appointment/re- appointment at this AnnualGeneral Meeting are annexed to the Notice.
As on 31st March 2021 Shri Devendra Surana Managing Director ShriNarender Surana Managing Director Shri N.C.Bhardwaj Whole-time Director Shri SurendraBhutoria Chief Financial Officer and Shri Subhojeet Bhattacharjee Company Secretary arethe Key Managerial Personnel (KMPs) as per the provisions of Companies Act 2013.
MEETINGS OF THE BOARD:
During the financial year under review 5 (Five) Board Meetings were convened and heldthe details of which are given in the Corporate Governance Report. The intervening gapbetween the meetings was within the period of 120 days as prescribed under the CompaniesAct 2013 and Regulation 17 of SEBI Listing Regulations 2015 except the first boardmeeting dated 23.06.2020 owing to the COVID-19 pandemic and has been held as per therelaxations given by MCA vide General Circular No.11 /2020 dated 24th March2020 and SEBI vide circular no. SEBI/HO/CF D/CMD1/CIR/P/2020/38 dated 19thMarch 2020.
The Company has not accepted any deposits in terms of Section 73 or 76 of the CompaniesAct 2013 and as such no amount on account of principal or interest on public depositswas outstanding as on the date of the balance sheet.
LISTING OF EQUITY SHARES:
The Company's equity shares are listed on the following Stock Exchanges:
(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai - 400 001Maharashtra India; and
(ii) National Stock Exchange of India Limited Exchange Plaza Floor 5 Plot NoC/1 G Block Bandra - Kurla Complex Bandra (East) Mumbai-400 051 Maharashtra India.
The Company has paid the annual listing fees to the said stock exchanges for thefinancial year 2021-22.
M/s. Luharuka & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 26th September2017 for a term of five consecutive years subject to ratification by Members at everyAnnual General Meeting. However in accordance with the Companies Amendment Act 2017enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointmentof Statutory Auditors is not required to be ratified at every Annual General Meeting. M/s.Luharuka & Associates Chartered Accountants have confirmed that they are notdisqualified from continuing as Auditors of the Company.
There are no qualifications reservations or adverse remarks made by M/s. Luharuka& Associates Chartered Accountants Statutory Auditors in their report for theFinancial Year ended 31st March 2021.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Sekhar & Co. Chartered Accountants as the Internal Auditors of your Company. TheInternal Auditors are submitting their reports on quarterly basis to the Audit Committeeand Board of Directors.
The Board of Directors of the Company have re-appointed M/s Sekhar & Co. CharteredAccountants as Internal Auditors to conduct Internal Audit for the financial year ended 31stMarch 2021.
The Company has maintained cost records as specified by Central Government underSection 148(1) of Companies Act 2013 and such records have been audited by the CostAuditor pursuant to Companies (Cost Records and Audit) Rules 2014.
M/s Lavanya & Associates Cost Accountants Hyderabad has been appointed by theBoard on recommendations of Audit Committee as Cost Auditor for conducting audit of thecost accounts maintained by the Company relating to Base Metals and Electricity for thefinancial year 2020-21.
Pursuant to the provisions of Section 204 of the Companies Act 2013 your Company hadappointed Mrs. Rakhi Agarwal Company Secretary in Practice Hyderabad as its SecretarialAuditor to conduct the Secretarial Audit of your Company for financial year 2020-21.
The Report of the Secretarial Auditor for the financial year 2020-21 is annexed to thisreport as Annexure-V.
There were no qualifications reservation or adverse remark or disclaimer made bySecretarial Auditor in its report.
SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARY:
The Secretarial Audit of Bhagyanagar Copper Private Limited (BCPL) a materialsubsidiary of the Company was carried out pursuant to Section 204 of the Companies Act2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the Financial Year 2020-21. The Secretarial Audit Report of BCPLsubmitted by Mrs. Rakhi Agarwal Company Secretary in Practice does not contain anyqualification reservation or adverse remark or disclaimer.
The Report of the Secretarial Auditor of BCPL for the financial year 2020-21 is annexedto this report as Annexure-VI.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mrs.Rakhi Agarwal Company Secretary in Practice has been submitted to the Stock Exchanges andis annexed as Annexure VII to this Board's Report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditors Internal Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance as per the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
A separate report on corporate governance practices followed by the Company togetherwith a Certificate from the Company's Auditors confirming compliances forms an integralpart of this Report.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimisation of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite.
PARTICULARS OF EMPLOYEES:
A. Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as follows:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;
|Name of the Director ||Ratio to Median Remuneration |
|Shri Narender Surana MD ||N.A. |
|Shri Devendra Surana MD ||39.56 |
|Shri N.C. Bhardwaj WTD* ||4.88 |
* (Appointed as whole-time Director w.e.f. 31.05.2020)
(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
|Name of Person ||% increase in remuneration |
|Shri Devendra Surana MD ||0.00 |
|Shri N.C.Bhardwaj WTD ||15.63 |
|Shri Surendra Bhutoria CFO ||6.08 |
|Shri Subhojeet Bhattacharjee CS * ||- |
* (Appointed as Company Secretary w.e.f. 09.03.2020)
(iii) The percentage increase in the median remuneration of employees in the financialyear: 4.84%
(iv) The number of permanent employees on the rolls of company: 121
(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;
The average increase in salaries of employees other than managerial personnel in2020-21 was 2.11%. Percentage increase in the managerial remuneration for the year was1.51%.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.
B. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said Annexure is open for inspection at the registered officeof your Company. Any member interested in obtaining copy of the same may write to CompanySecretary.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Auditors team carries out extensive audit and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company and its subsidiaries.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
CHANGE IN NATURE OF BUSINESS:
There is no change in nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31st March 2021to which the financial statements relates and the date of signing of this report.
The industrial relations of the Company continued to be harmonious during the yearunder review.
ISO 9001-2008 CERTIFICATION:
Your Company continues to hold ISO 9001-2008 Certification by meeting all therequirements of Certification from time to time.
POLICY ON SEXUAL HARRASSEMENT:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The Internal Complaints Committee (ICC) has been setup to redress complaint receivedregarding sexual harassment.
During the period under review no complaints were received by the ICC.
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
The Directors take this opportunity to place on record their sincere thanks to thesuppliers customers strategic partners Banks and Financial Institutions InsuranceCompanies Central and State Government Departments and the shareholders for their supportand co-operation extended to the Company from time to time. Directors are pleased torecord their appreciation of the sincere and dedicated services of the employees andworkmen at all levels.
|For and on behalf of the Board of Directors |
|NARENDER SURANA ||DEVENDRA SURANA |
|MANAGING DIRECTOR ||MANAGING DIRECTOR |
|DIN-00075086 ||DIN-00077296 |
|Place: Secunderabad || |
|Date: 07.08.2021 || |