Your Directors have pleasure in presenting the Sixtieth Annual Report covering theoperations for the year ended 31st March 2021 together with the accounts and Auditors'Report thereon.
| ||Year ended 31-03-2021 ||Year ended 31-03-2020 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Net Revenue ||15846.41 ||14912.90 |
|Profit before Interest Depreciation and Taxation ||973.30 ||714.95 |
|Less: Interest ||47.69 ||8.32 |
|Depreciation ||550.84 ||566.99 |
|Profit before Tax ||374.77 ||139.64 |
|Less: Taxation [including Deferred Tax] ||(19.72) ||(24.90) |
|Profit after Tax ||394.49 ||164.54 |
|Other Comprehensive Income ||1119.59 ||(503.18) |
|Total Comprehensive Income for the year ||1514.08 ||(338.64) |
|Earnings per share (INR) (Basic & Diluted) ||10.31 ||4.30 |
The national lockdown enforced by the Government in order to contain the spread of thevirus impacted the operations during the first quarter of the year. The resumption ofoperations was staggered and the Company had to ensure a safe and secure environment forthe operations to be resumed. The demand from OEM's started to pick-up during the middleof second quarter with most OEM's resuming operations albeit at varied levels ofutilization. There was a V shaped recovery for the industry during the third and fourthquarters of the last year. The demand in segments like tractors passenger cars and twowheelers were robust. The M&HCV segment had a negative growth but the LCV market wasbuoyant. The year however saw the products and intermediaries achieve a growth of 6.26%over the previous year. Exports of intermediaries were robust during the second half ofthe year.
The migration to BS VI had been implemented by all vehicular manufacturers. The companyhas seamlessly adopted technologies to supply to these engines. The company also engagedin development of many new platforms during the last year some of which will havecommercial introduction during the current year. The current year forecast is expected tobe better with progressive improvements.
Your Directors recommend a dividend of Rs.8/- per share (previous year: Rs.7/- pershare) on the paid up capital for the financial year ended 31st March 2021.
Your Directors have not recommended any transfer to the General Reserve for the yearended 31st March 2021 and hence the General Reserve remains at Rs.14553.81 Lakhs.
Transfer of Unclaimed Dividend to Investors Education and Protection Fund:
Pursuant to the provisions of Section 125(2) of the Companies Act 2013 the Companyhas transferred the unclaimed dividend amounts referable to the year ended 31st March 2013to the credit of the Investor Education and Protection Fund during the year under reviewwell before their respective due dates. The shares on which dividend / corporate actionremained unclaimed for a period of seven years were also transferred to the designatedaccount of the IEPF.
Consolidated Financial Statements:
The consolidated financial statements of your Company for the financial year 2020-21are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued there under applicable accounting standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The consolidatedfinancial statements of your Company take into account the financial statement prepared bythe respective management of M/s.BBL Daido Private Limited a Joint Venture Company andM/s.IPL Green Power Limited an Associate Company.
Subsidiaries Associates and Joint Ventures:
M/s.BBL Daido (P) Ltd. a Joint Venture Company with M/s.Daido Metal Company LimitedJapan has achieved a turn-over of Rs.8944.41 Lakhs and earned a profit / (loss) ofRs.(65.68) Lakhs and Rs.(39.94 ) Lakhs before and after taxes respectively for the year2020-21 as against a turnover of Rs.8548.92 Lakhs and a profit before and after tax ofRs.104.85 Lakhs and Rs.75.96 Lakhs respectively for the previous year 2019-20. TheInvestments made by the company in the Joint Venture company has been giving satisfactoryreturns. M/s. IPL Green Power Ltd. an Associate of the Company is under the process ofvoluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code 2016 (IBC2016) and is under process of voluntary winding up. Pursuant to Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 a statementcontaining the salient features of the financial statements of the Company'sAssociates/Joint Ventures in Form AOC-1 is attached as Annexure - H to this report.
The company did not accept any deposits within the meaning of provisions of Chapter V-Acceptance of Deposits by Companies under the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and its subsequent amendments.
Directors and Key Managerial Personnel and Independent Directors:
All the Independent Directors of the Company have declared that they meet the criteriaof Independence in terms of Section 149(6) of the Companies Act 2013 and the applicableprovisions of the SEBI (LODR) Regulations 2015 and there is no change in their status ofIndependence.
Mr. N.Venkataramani Non-Executive Director ceased to be a Director with effect from1st August 2020 on account of his demise and the Board of Directors place on record theimmense contribution rendered by Mr.N.Venkataramani during his tenure as a Director andalso to the various Committees of the Board. Mr.N.Venkataramani played a significant rolein technology upgradation which the company undertook to stay relevant and current tosupply parts to OEM customers. Further the 2nd term of Mr.P.M.Venkatasubramanian as anIndependent Director comes to an end on 21st July 2021. As he is not eligible forreappointment beyond 2 terms as an Independent Director the Board wishes to place onrecord the contribution made by Mr.P.M.Venkatasubramanian who has been associated with theCompany since December 2005 as an Independent Director and also a Chairperson in theAudit and Nomination & Remuneration Committees.
Mr.S.Narayanan Whole-time Director is retiring at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.
Mr. N. Venkataraman Chief Financial Officer of the company relinquished his positionon 31st March 2021 and in his place Mr. R. Natarajan was appointed as the Chief FinancialOfficer of the company with effect from 1st April 2021.
Further the disclosures as stipulated under Section 178(3) and other applicableprovisions of the Companies Act 2013 are placed in the Company's website and thenecessary disclosures are made in the Corporate Governance Section.
M/s.Fraser & Ross Chartered Accountants (Firm Regn. No.: 000829S) are theStatutory Auditors of the Company for the period of 5 years from the conclusion of 56thAnnual General Meeting until the conclusion of the 61st Annual General Meeting. TheCompany has obtained necessary certificate under Section 141 of the Act conveying theireligibility for being statutory auditors of the Company for the year 2021-22.
The Board had appointed M/s.C.S.Hanumantha Rao & Co. (Regn. No.: 000216) as CostAuditors for the financial year 2021-22 to carry out the cost audit of the productsmanufactured by the Company. Your Company is maintaining cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013. Theremuneration payable to the Cost Auditors for the year 2021-22 is being placed for theapproval of the shareholders. The Cost Audit report for the financial year 2019-20 wasfiled in the MCA Website on 13th October 2020.
M/s.Gopalaiyer & Subramanian Chartered Accountants Coimbatore are the InternalAuditors of the Company for the year 2021-22.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has engaged the services of M/s.KSR & Co Company Secretaries LLP to conductthe Secretarial Audit of the Company for the financial year ended 31st March 2021. TheBoard noted the observations made by the Secretarial Auditors for future confirmation tothe requirements. The Secretarial Audit Report is attached as Annexure-E to this Report.
In accordance with the requirements of the Companies Act 2013 the Listing Agreementand SEBI (LODR) Regulations 2015 the Board of Directors of the Company has framed therequired policies and the policies wherever mandated are uploaded on the company'swebsite under the web-link http:www.bimite.co.in/policies. Further details of policiesare also furnished in the Corporate Governance report attached as Annexure -B to thisreport.
Change in the nature of business material changes and commitments affecting thefinancial position and material orders passed:
There were no changes in the nature of the business and commitments affecting thefinancial position during the year under review. There were no significant orders passedby Regulators or Courts or Tribunals which would impact the going concern status of theCompany.
The Management has considered possible effects if any that may result from thepandemic relating to Covid-19 on the carrying amounts of its assets. In developing theassumptions and estimates relating to the uncertainties as at the Balance Sheet date inrelation to the recoverable amounts of these assets the Management has considered theeconomic conditions prevailing as at the date of approval of these financial resultsi.e.17th June 2021 and has used internal and external sources of information to theextent determined by it. The actual outcome of these assumptions and estimates may vary infuture due to the impact of the pandemic.
Particulars of Employees and related disclosures:
The disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) (2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and having regard tothe provisions of Section 136(1) read with and its relevant proviso of the Companies Act2013 the Annual Report excluding the aforesaid information is being sent to the membersof the Company. The said information is available for inspection at the Registered Officeof the Company during working hours and any member is interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished free ofcost. Further a comparative analysis of remuneration paid to Directors and employees withthe Company's performance is given as Annexure - G to this Report.
Board meetings held during the year:
During the year ended 31st March 20215 meetings of the Board of Directors were held.The details of the meetings composition of the Board its committees and the attendanceby the Directors are furnished in the Corporate Governance Report which is attached asAnnexure-B to this Report.
Extract of Annual Return:
An extract of Annual Return in Form MGT-9 as on 31st March 2021 has been uploaded inthe company's website i.e. www.bimite.co.in
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:
The Company has not either given / taken any loans guarantees under Section 186 of theCompanies Act 2013.
Related Party Transactions:
All transactions entered by the Company with Related Parties were in the ordinarycourse of business and at arm's length pricing basis. The Audit Committee granted priorapproval for the transactions and the same are being reviewed by the Audit Committee andthe Board of Directors at regular intervals. There were no materially significanttransactions with related parties during the financial year 2020-21 which were in conflictwith the interest of the Company. The details of the transactions with related parties aregiven in Note No. 36 of the financial statements.
The Company has constituted a Risk Management Committee. The Committee takes care ofthe external and internal risks associated with the Company. The Board of Directorsoversees the Risk Management process including risk identification impact assessmenteffective implementation of the mitigation plans and risk reporting.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 Independent Directors at their meeting held on 12th February 2021 considered /evaluated the Board's performance Committees and performance of the Chairman and othernon-independent Directors. The Board has undergone a formal review which comprised Boardeffectiveness and allied subjects. The Board also reviewed the workings of the variouscommittees and sub-committees without participation of the concerned Directors / Members.
Internal Financial Control Systems and their Adequacy:
Details of the same are provided in the Management Discussion and Analysis Reportattached as Annexure-D to this Report.
Research and Development Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo:
Your Company continues to focus on Research and Development activities with specificreference to fuel efficiency vehicle performance and study of Tribology of our products.The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished in Annexure-A tothis Report.
Your Company is fully compliant with the Corporate Governance guidelines as laid outin SEBI (LODR) Regulations 2015. The details of the Code of Conduct are furnished in theCorporate Governance Report attached as Annexure-B to this Report. The SecretarialAuditors of the Company have examined the requirements of Corporate Governance withreference to the provisions of SEBI (LODR) Regulations 2015 and have certified thecompliance as required under SEBI (LODR) Regulations 2015. The Certificate in thisregard is attached as Annexure-C to this Report.
Internal Complaints Committee:
The Company has put in place a policy for prevention prohibition and redressal againstsexual harassment of women at the work place to protect women employees and enable them toreport sexual harassment at the work place. No complaints were received from any employeeduring the year ended 31st March 2021.
Corporate Social Responsibility (CSR) initiatives:
Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 and its subsequent amendments your Companyframed a Policy on Corporate Social Responsibility and an amount of Rs.23.00 Lakhs wasspent towards Corporate Social Responsibility obligations and the relevant details areprovided in Annexure-F to this Report.
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and SEBI (LODR) Regulations 2015 theBoard of Directors had approved the Policy on Vigil Mechanism which inter-alia provides adirect access to the Chairman of the Audit Committee. Your Company hereby affirms that noDirector / employee has been denied access to the Chairman of the Audit Committee and thatno complaints were received during the year.
Directors' Responsibility Statement:
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with 134(5) of the Companies Act 2013 in thepreparation of financial statements for the year ended 31st March 2021 and state that:
(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 judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and ofthe Profit of the Company for that period.
(c) the Directors had taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) the Directors had prepared the annual accounts on a going concern basis.
(e) the Directors had laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are operating effectively.
Other Statutory Statements:
(a) The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Act 2013.
(b) Secretarial Standards - The Company has complied with the applicable SecretarialStandards as amended from time to time.
The Directors wish to express their appreciation for the continued co-operation of theCentral and State Governments Bankers customers dealers suppliers share-holders andalso the valuable support received from M/s.Daido Metal Company Japan. The Directors alsowish to thank all the employees for their contribution support and continued co-operationthroughout the year.
|For and on behalf of the Board ||For and on behalf of the Board |
|S.Narayanan Whole-time Director ||A.Krishnamoorthy Managing Director |
|(DIN 03564659) ||(DIN 00001778) |
|Coimbatore ||Chennai |
|17th June 2021 ||17th June 2021 |