Your Directors are pleased to present the 34th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe Financial Year ended 31st March 2021.
(Rs. in Lakhs)
|Particulars ||For the FY 2020-21 ||For the FY 2019-20 |
|Total turnover including other income ||17332.20 ||17704.00 |
|Profit Before Interest Depreciation Exceptional Items and Tax ||1092.70 ||1061.69 |
|Less: Deprecation ||444.87 ||499.55 |
|Less: Interest & Financial Charges ||503.36 ||558.73 |
|Profit/(Loss) Before Exceptional Items and tax ||144.47 ||3.51 |
|Less: Exceptional Items ||- ||(1334.91) |
|Less: Provision for taxation ||2.52 ||0.00 |
|Profit/(Loss) after Tax ||141.95 ||(1331.40) |
|Add: Other Comprehensive Income/Loss ||(6.10) ||(83.59) |
|Total Comprehensive Income carried to Other Equity ||135.85 ||(1414.99) |
The turnover including other income of the Company for the FinancialYear 2020-21 amounted to Rs. 17332.20 Lakhs as against last year's Rs. 17704.00Lakhs. The Profit/ (Loss) before exceptional items and tax is Rs. 144.47 Lakhs as against
Rs. 3.51 Lakhs of last year. Profit for the year is Rs. 135.85 Lakhs asagainst the loss of ` (1414.99) Lakhs of last year. Due to recession in the automobileindustry during the financial year
2020-2021 the performances of the Company has affected but yourDirectors are working very hard for the bright future of the Company.
Your Directors have not recommended dividend for the year ended 31stMarch 2021.
Pursuant to the provisions of Section 125 of the Companies Act 2013and the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 the amount of unpaid dividends that are lying unclaimed for a periodof 7 consecutive financial years from the date of its transfer to the unpaid dividendaccount is liable to be transferred to the Investors' Education & ProtectionFund (IEPF). During the year the Company was not liable to transfer any amount in IEPF.
The paid-up Equity Share Capital as on 31st March 2021 stood at Rs.1305.42 Lakhs consisting of 65271137 shares of Rs. 2 /- each.
During the year under review the Company has allotted 8431703 EquityShares at Rs. 5.93/- each (including Rs. 3.93/- premium) to M/s. Birla InfrastructureLimited Promoter Company on 20th January 2021. The Company received Listing Approval on9th February 2021 for the aforesaid shares.
NATURE OF BUSINESS
There was no change in the nature of business during the Financial Year2020-2021.
SUBSIDIARIES ASSOCIATES & JOINT VENTURES
During the financial year the Company Incorporated wholly ownedSubsidiary Company in the name and style of "Birla Precision USA Limited".
Your Company does not have any Associate & Joint Venture Companyas on 31st March 2021.
The disclosures as required under Schedule V to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are annexed with and forms partof this Annual Report.
EMPLOYEE STOCK OPTIONS
Certain employees (including senior executives) of the Company receivepart of their remuneration in the form of employee stock options (ESOP). The cost ofequity-settled transactions will be determined by the fair value at the date when thegrant is made using an appropriate valuation model. The Company received the in-principleapproval for 565394 Equity shares under "Birla Precision TechnologiesLimited-Employee Stock Option Scheme 2020A" Scheme on 29th December 2020.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis formspart of the Annual Report.
There is no change in the Directorate during the financial year2020-21.
KEY MANAGERIAL PERSONNELS (APPOINTMENT and CESSATION)
During the year under review Ms. Shaijal jain has resigned from thepost of Company Secretary w.e.f. 12th October 2020 and Mr. Parth Matolia has beenappointed as Company Secretary w.e.f. 30th June 2021 Mr. Rajendra Kumar Sharma Resignedw.e.f 12th August 2021 as Chief Financial Officer of the Company except this None of theKMP of your Company resigned from their respective positions in the Company. Except thisthere has been no changes in the position of KMPs.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS PURSUANT TOSECTION 149(7) OF THE ACT
All the independent directors have submitted a declaration pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as stipulated in Section 149(6).
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Companies Act 2013 your Boardof Directors hereby state: a) that in the preparation of the Annual Financial Statementsfor the year ended 31st March 2021 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;
b) that such accounting policies as mentioned in the Notes to theFinancial Statements have been selected and applied them consistently and judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2021 and of Profit/ Loss of the Company forthe Year ended on that date;
c) that the Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) that the annual accounts have been prepared on a going concern basisand;
e) that directors has laid down internal financialcontrols to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;
f) that systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
The following material changes and commitment occurred during the yearunder review affecting the financial position of the Company:
The Company has allotted 8431703 Equity Shares at Rs. 5.93/- each(including Rs. 3.93/- premium each) to M/s. Birla Infrastructure Limited Promoter Companyon 20th January 2021. Total no. of issued paid up and subscribed share Capital as on thedate are Rs. 1305.42 Lakhs consisting of 65271137 shares of Rs. 2 /- each.
PLEDGE OF SHARES
None of the Equity Shares of the Directors of the Company are pledgedwith any Banks or Financial Institutions.
The Company has neither accepted nor renewed any amount falling withinthe purview of provisions of Section 73 of the Companies Act 2013 ("the Act")read with the Companies (Acceptance of Deposit) Rules 2014 during the year under review.Hence the requirement for furnishing of details of deposits in compliance with theChapter V of the Act is not applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
In accordance with the provisions of Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 required information relating to theconservation of energy technology absorption and foreign exchange earnings and outgo isgiven in the "Annexure A" to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's guiding principle for CSR is to build itsrelationship with stakeholders and the community at large and to contribute to their longterm social good and welfare. Your company as a matter of duty has been carrying out theCSR activities since long even when there were no statutory requirements in this regard.In compliance of Section 135 of the Companies Act 2013 your Company has constituted aCorporate Social Responsibility (CSR) Committee. Detailed Annual Report on CSR Activitiesduring the year is given as "Annexure B" forming part of this annualreport and CSR Policy is also disclosed on the website of the Company websitewww.birlaprecision.com.
REPORTING OF FRAUDS & ERROS
There have been no instances of fraud reported by the Auditors underSection 143(12) of the Act and Rules framed thereunder either to the Company or to theCentral Government.
EXTRACT OF ANNUAL RETURN
The annual return of the Company as required under the Companies Act2013 is available on the website of the Company athttps://birlaprecision.com/documents/investor/Financial%20Results/ANNUAL%20REPORTS/AR-20-21-MGT-9.pdf
i) Statutory Auditors
The Shareholders at their 33rd Annual General Meeting (AGM) held on29th December 2020 has approved the appointment of M/s. Valawat & Associate.Chartered Accountants (ICAI Firm Registration No. 003623C). Chartered Accountants asStatutory Auditors to hold the office for the period of 5 years till the conclusion of38th Annual General Meeting therefore their term of 5 years will be completed onconclusion of the ensuing AGM of the Company.
The Report given by the Auditors on the financial statement of theCompany is part of this Report. There has been no qualification reservation adverseremark or disclaimer given by the Auditors in their Report.
ii) Cost Auditors
Pursuant to the provisions of Section 148 and all other applicableprovisions of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014on recommendations of Audit Committee your Directors had appointed Mr. Jayant GalandeCost Auditor to audit the cost accounts of the Company for the Financial Year ending 31stMarch 2021 at a remuneration of Rs. 75000/- p.a. (Rupees Seventy Five Thousand Only)plus applicable GST and reimbursement of out of pocket expenses etc. As required under theAct the remuneration payable to the cost auditor is required to be placed before themembers in a general meeting for their ratification iii) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Anil Kumar Somani Proprietor Anil Somani & AssociatesPracticing Company Secretary to undertake the Secretarial Audit of the Company for theFinancial Year 2020-2021. The Secretarial Audit Report is annexed herewith as
Auditors Observation & Managements Reply:
1. The Company has not filed annual return (Form MGT-7) forfinancial year 2019-20.
The Company has filed the Annual Return in form MGT-7 for the financialyear
2. The Company has not appointed Company Secretary as complianceofficer after resignation of Shaijal Jain w.e.f.12.10.2020 as per Companies Act 2013 andRegulation
6 (1) Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015
After the resignation of Ms. Shaijal Jain the Company was is process ofappointing Company Secretary but due to Covid situation the Company was not able to findthe suitable candidate. However the Company appointed Mr. Parth Matolia as CompanySecretary & Compliance officer w.e.f. 30th June 2021.
3. The Company has not complied with the requirements pertainingto the composition of Board of Directors from 01.04.2020 to 30.08.2020 as per Regulation17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and BSEimposed fine of Rs. 455000/- plus GST.
The said penalty had been imposed due to missing out on SEBI Circular.The Company will take cautionary measures to avoid the same in future.
4. The Company has delayed filed voting result for the AnnualGeneral Meeting held on 29.12.2020 after expiry of 48 hours from conclusion of themeeting. Regulation
44 Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company received the report late from the officials therefore itgot delayed to file the same with the Stock Exchange. The Company will take cautionarymeasures to avoid the same in future.
5. As per Regulation 31 (1) Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 100% promotersand promoter group shareholding of the Company as on 31.03.2021 not in dematerializedform.
The Demat account of Mr. Yashovardhan Birla has been attached by somecourt order which is not related to the Company. Mr. Yashovardhan Birla has filed anapplication to detach the same which is yet to come for hearing as soon as the attachmentwill be removed the "Physical Holding consisting 21919 shares will be converted intothe Demat Holding'. Further physical holding of Mr G.L Lath
Folio No. BKL054241/42 consisting 488 (the share certificates have beenlost completed) shares will be converted into the Demat Holding soon.
6. The Company has not filed financial year 2019-20 in XBRL modeas per Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Company will take cautionary measures to avoid the same in future.
7. The Company has not maintained updated website as perRegulation 46 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
Due to resignation of the Company Secretary the website was notupdated. The Company will take cautionary measures to avoid the same in future.
8. The Company has delayed filed intimation of closure oftrading window for the quarter ended 30.09.2020 on 05.10.2020. Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 2015.
Due to resignation of the Company Secretary it got delayed in filingintimation of closure of trading window for the quarter ended 30.09.2020. The Company willtake cautionary measures to avoid the same in future.
9. The Company has delayed filed Confirmation certificate underRegulation 74(5) for the quarter ended 31.12.2020 with stock exchange on 25.06.2021.Regulation 74(5) of Securities and Exchange Board of India (Depositories and Participants)Regulations 2018.
Due to resignation of the Company Secretary it got delayed in filingConfirmation certificate under Regulation 74(5) for the quarter ended 31.12.2020. TheCompany will take cautionary measures to avoid the same in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERREDTO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013)
All transactions with related parties were on arm's length basisand in the ordinary course of business. There was no material related party contractduring the year. Form AOC-2 as required under Section 134 (3)(h) is enclosed as "AnnexureC" to this report.
The Company has laid down the procedures to inform to the Board aboutthe risk assessment and minimization procedures and the Board has formulated RiskManagement Policy to ensure that the Board its Audit Committee and its ExecutiveManagement should collectively identify the risks impacting the Company's businessand document their process of risk identification risk minimization risk optimization asa part of a risk management policy/ strategy. At present there is no identifiable riskwhich in the opinion of the Board may threaten the existence of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Control System commensurate with itssize and nature of business. Internal Audit is periodically conducted by an external firmof Chartered Accountants who monitors and evaluates the efficiency and adequacy ofInternal Control System in the Company its compliance of all locations of the Company.Based on the report of internal audit function concern person/department undertakescorrective actions and thereby strengthens the controls. During the year under review nomaterial or serious observation has been observed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACEPREVENTION PROHIBITION AND REDRESSAL) ACT 2013
During the year under review your Company has not received anycomplaint under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of Section 177 of the Companies Act 2013 Rules framedthereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has put in place a system through which the Directors andEmployees may report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct & Ethics without fear of reprisal. TheEmployees and Directors may report to the Compliance Officer and have direct access to theChairman of the Audit Committee. The Whistle Blower Policy is placed on the website of theCompany www.birlaprecision.com.
During the Financial Year Seven (7) Meetings of Board of Directors wereheld on 30.07.2020 31.08.2020 12.09.202009.11.2020 03.12.2020 20.01.2021 and10.02.2021.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Corporate Social Responsibility Committee
4. Stakeholders' Relationship Committee
The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance sectionof this Report.
NOMINATION & REMUNERATION COMMITTEE & POLICY
The Board has in accordance with the provisions of subsection (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration for Directors Key Managerial Personnel and other employees. Thedetail of the same has been disclosed in the Corporate Governance Report.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of Section 178 of the Companies
Act 2013 read with Rules framed thereunder and provisions of ScheduleIV to the Act as well as the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an annual performance evaluation programme forthe Board of Directors Committees of the Board and Individual Directors for the FinancialYear 2020-2021.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company has not received any significant & material orderpassed by the Regulators or Courts.
PARTICULARS OF LOANS GUARANTEES OR
During the year under review the Company has not given any loans andguarantees and has not made any investments. Details of Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office/ Corporate Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write tothe Company Secretary in this regard.
LISTING OF SHARES
Your Company's shares are listed at BSE under Scrip Code 522105.The ISIN code of the Company is INE372E01025.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such amanner so as to ensure safety of all concerned compliances of environmental regulationsand preservation of natural resources.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standardissued by the Institute of Companies Secretary of India.
MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 (1) pertaining to themaintenance of cost records are applicable to the Company and accordingly such records aremade and maintained by the company.
Your Company believes that its Members are among its most importantstakeholders. Accordingly your Company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your Company is also committed to creating value for itsother stakeholders by ensuring that its corporate actions positively impact thesocio-economic and environmental dimensions and contribute to sustainable growth anddevelopment.
Your Directors gratefully acknowledge the support given by theCustomers Dealers Distributors Suppliers Bankers various departments of the Centraland State Governments Local Authorities and also the Shareholders of the Company. YourDirectors would further like to record their appreciation for the unstinted effort put byall Employees of the Company during the year.
|By Order of the Board of Directors |
|For Birla Precision Technologies Limited |
|Vedant Birla |
|Chairman & Managing Director |
|Place: Mumbai |
|Date: 3rd September 2021 |