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Deccan Bearings Ltd.

BSE: 505703 Sector: Engineering
NSE: N.A. ISIN Code: INE498D01012
BSE 00:00 | 25 Nov 28.30 -1.45
(-4.87%)
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NSE 05:30 | 01 Jan Deccan Bearings Ltd
OPEN 28.30
PREVIOUS CLOSE 29.75
VOLUME 22
52-Week high 54.50
52-Week low 6.24
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.30
CLOSE 29.75
VOLUME 22
52-Week high 54.50
52-Week low 6.24
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Deccan Bearings Ltd. (DECCANBEARINGS) - Director Report

Company director report

To

The Members

Deccan Bearings Limited.

Your Directors are pleased to present their 37th Annual Report of theCompany on the business and operations of the Company and the accounts for the FinancialYear ended March 31 2022.

FINANCIAL RESULTS

Particulars For the Year ended 31st March 2022 For the Year ended 31st March 2021
Net Profit/ Net Loss Before Providing for Depreciation and Tax (4033213) (2283263)
Less: Depreciation 89826 90085
Profit after Providing for Depreciation and before tax (4123039) (2373348)
Add / (Less) Provision for:
A) Deferred Tax
B) Income Tax
C) Tax in respect of earlier year (322340)
Profit/(Loss) after Taxation (4123039) (2695688)

BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR:

Current Year's Operation: Gross revenues have decreased to Rs. 220000 against Rs.9826295 in the previous year. The Company has for the year ended 31st March2022 made a net loss of Rs (4123039) Previous year Rs. ( 2695688) after providing fortaxation.

Your Company is in the Business of Ball and Roller Bearings which are required in theAutomobile Segment. About 65% of the Bearings demand is from the Original EquipmentManufacturers (OEMs) and the rest is from the After Market and some exports. However themanagement of the Company shall timely capitalize on the market opportunities consideringthe strengths the Company possesses.

DIVIDEND

In view of accumulated losses your Directors did not recommend any dividend for itsequity shareholders for the year ended 31st March 2022.

IMPACT OF COVID-19 PANDEMIC:

The spread of COVID-19 pandemic affected activities of Businesses across the globe. Inmany countries including India there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverability ofreceivables inventories loans and other financial assets the Company has consideredinternal and external information up to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impact of this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapproval of these financial statements.

MATERIAL CHANGES AND COMMITMENTS:

No material changes or commitments affecting the financial position of the Company havetaken place from March 31 2022 till the date of this report.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

TRANSFERS TO RESERVES:

In view of accumulated losses the Company was not required to transfer any amount tothe Reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 32500000 (Rupees Three CroresTwenty Five Lakhs) and paid up capital of the Company is Rs. 21833340/- (Two CroresEighteen Lakhs Thirty Three Thousand Three Hundred and Forty).

During the year there was no change in Share capital of the Company.

DETAILS OF SUBSIDIARY / TOINT VENTURE/ASSOCIATES COMPANY

Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/Joint Venture and Associate Companies.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of investments made by the Company are given in the notes to the financialstatements (Please refer Note Nos. 4). During the year under review your Company did notgive any other loans or guarantees provide any security or make any investments ascovered under Section 186 of the Companies Act 2013 other than as disclosed above.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Information required under the Provision of section 134(3)(m) of the Companies Act2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 relating to theConservation of energy and technology absorption is not applicable as the Company mainlyin the business of trading in Bearings.

EMPLOYEES RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

Further during the year the Company considering the health and safety of employees andadvisories orders and directions issued by central and state governments to restrict thenovel corona virus the Company implemented a work from home facility to ensure employeessafety.

DIRECTORS:

Declaration by an Independent Director(s) and Re- Appointment:

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act read with Regulation 16(1) (b) 'the ListingRegulations'. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

Appointment and Cessation:

Mr. Ritesh Parab was appointed as additional Managing Director of the company w.e.f 10thFebruary 2022.

Mr. Kiran N Vora Managing Director of the Company resigned w.e.f 10thFebruary 2022.

Mr. Sandip Pawar was appointed as Non Executive Independent Director of the companyw.e.f 12th March 2022 and Mr. Rajeev Shenvi Non Executive Independent Directorceased to be Director of the Company w.e.f 15th March 2022.

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. RiteshParab retires by rotation at this Annual General Meeting and being eligible has offeredhimself for re-appointment. The Board recommends his re-appointment.

Board evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria forperformance valuation of the Board its Committees and individual directors includingindependent Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations based on the predetermined templates designed as a tool to facilitateevaluation process the Board has carried out the annual performance evaluation of its ownperformance the Individual Directors including Independent Directors and its Committeeson parameters such as level of engagement and contribution independence of judgmentsafeguarding the interest of the Company and its minority shareholders etc.

Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made thereunder therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.

MEETINGS OF THE BOARD:

The Board met Eight (8) Times during the Financial Year 2021-2022. The Board Meetingheld are as follows:

22.05.2021 03.06.2021 14.08.2021 13.11.2021 10.02.2022 14.02.2022 12.03.2022 15.03.2022

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance ofRegulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 and Section 177 of the Companies Act 2013. The Primary objective of the committee isto monitor and provide effective supervision of the management's financial reportingprocess to ensure accurate and timely disclosures with the highest level of transparencyintegrity and quality of financial reporting.

Four Audit Committee Meetings were held during the year as below

22.05.2021 14.08.2021 13.11.2021 14.02.2022

The Following are the members of the Audit Committee:

Name Designation Category
Rajeev Damodar Shenvi (Upto 12.03.2022) Chairman Non- Executive Independent Director
Mr. Vinay Tendulkar (Chairman w.e.f 12.03.2022) Chairman Non- Executive Independent Director
Mrs. Shilpa Parab Member Non-Executive Independent Woman Director
Mr. Mr. Sandip Pawar (w.e.f 12.03.2022) Member Non- Executive Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors ('the Board') shall be todischarge the Board's responsibilities related to nomination and remuneration of theCompany's Directors and Key managerial personnel. The Committee has the overallresponsibility of approving and evaluating the nomination and remuneration plans policiesand programs for Directors and Key managerial personnel.

Four Nomination and Remuneration Committee Meetings were held during the year as below:

22.05.2021 14.08.2021 10.02.2022 12.03.2022

The Following are the members of the Nomination and Remuneration Committee:

Name Designation Category
Rajeev Damodar Shenvi (Upto 12.03.2022) Chairman Non- Executive Independent Director
Mr. Vinay Tendulkar (Chairman w.e.f 12.03.2022) Chairman Non- Executive Independent Director
Mrs. Shilpa Parab Member Non-Executive Independent Woman Director
Mr.. Sandip Pawar (w.e.f 12.03.2022) Member Non- Executive Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committeeexpresses satisfaction with the Company's performance in dealing with investor grievancesand its share transfer system. Details of the changes in composition and attendance ofMembers of the Stakeholder relationship Committee during the year 2021-2022 are asfollows:

Two Stakeholder relationship Committee Meetings were held during the year as below:

13.11.2021 14.02.2022

The Following are the members of the Stakeholder relationship Committee:

Name Designation Category
Rajeev Damodar Shenvi (Upto 12.03.2022) Chairman Non- Executive Independent Director
Mr. Vinay Tendulkar (Chairman w.e.f 12.03.2022) Chairman Non- Executive Independent Director
Mrs. Shilpa Parab Member Non-Executive Independent Woman Director
Mr. Sandip Pawar (w.e.f 12.03.2022) Member Non- Executive Independent Director

INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision making process at the Board with different points of view andexperiences and prevents conflict of interest in the decision making process.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed companies. No person has been appointed or continuing as an AlternateDirector for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in theopinion of the Board the Independent Directors fulfills the conditions specified in SEBI(LODR) Regulations 2015 and are independent of the management.

During the year under review the Independent Directors met on March 15 2022interalia:

• To review the performance of the Non-Independent Directors (ExecutiveDirectors);

• To review the performance of the Board of the Company as a whole;

To review the performance of Chairman of the Company taking into account theviews of Executive Directors on the same;

• To assess the quality quantity and timeliness of flow of information betweenthe Company management and the Board. They expressed satisfaction at the robustness of theevaluation process the Board's freedom to express views on the business transacted at theMeetings and the openness with which the Management discussed various subject matters onthe agenda of meetings.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

• In the preparation of the annual accounts the applicable accounting standardshave been followed.

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review.

• 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.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

• The Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system was adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year underreview were on an arm's length basis and in the ordinary course of business and are incompliance with the applicable provisions of the Act and the Listing Regulations.

Information on transactions with related parties pursuant are given in Annexure"B" under Form AOC-2 and the same forms part of this Annual report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under report there were no significant material orders passed by theRegulators/ Courts/ Tribunals impacting the going concern status and Company's operationsin future.

MANAGERIAL REMUNERATION:

The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:

Name of the Director Amount of remuneration to Directors Percentage increase (Decrease) in the remuneration Ratio of remuneration of Director to median remuneration of employees
Mr. Kiran N. Vora (Till 10.02.2022) 350144 (75.99%) 3.096 : 1
Mr. Ritesh Parab (w.e.f 10.02.2022)

1. The Independent Directors do not receive any remuneration except sitting fees.

2. The percentage decrease in the median remuneration of the employees in the financialYear was 3.749% (As Compared to Previous year employee's median).

3. As on 31st March 2022 there were a total of 6 employees on the payroll of theCompany.

4. It is affirmed that the remuneration is as per the remuneration policy of thecompany.

A) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Sr no. Particulars 2021-2022 2020-2021
1. Foreign Exchange Earnings : Nil Nil
[Export of Goods (F.O.B.)]
2. Foreign Exchange Outgo:
Traveling Nil Nil
Professional Fees Nil Nil
Imports
Raw - Materials on C.I.F. Nil Nil
Trading Goods on C.I.F Nil Nil

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has prepared policy and has put in place vigil Mechanism for directors andEmployees of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

AUDITORS:

The Audit Committee and the Board at their meeting held on 7th April 2022approved the appointment of M/S. Suvarna & Katdare Chartered Accountants asstatutory auditors for a period of One (1) years i.e from conclusion of the 37thannual general meeting till the conclusion of 38th Annual general meeting.

The remuneration payable to the Statutory Auditors shall be determined by the Board ofDirectors based on the recommendation of the Audit Committee.

The Auditors of the Company have not reported any fraud as specified under secondproviso of Section 143 (12) of the Companies Act 2013.

SECRETARIAL AUDIT:

The provision of Section 204 read with section 134(3) of the companies Act 2013. TheBoard had appointed M/s SG & Associates Practicing Company Secretary as theSecretarial Auditor for the year 2021-2022 and their report is annexed to this Report as"Annexure A".

The Board's comments on the observations made in the Secretarial Audit Report (MR-3) isas follows:

1. The Company is regularly pursuing promoters promoter groups and other shareholderswhose shares are in physical mode for the compliance with the SEBI order directly and/orthrough the Company's Share Transfer agent for getting their respective sharesdematerialized.

2. The Company has identified one of the shareholder as Significant Beneficial Ownerpursuant to Section 90 of the Companies Act 2013. Accordingly the company has issuedForm BEN-4 along with Form BEN-1 in electronic mode as well as by courier. Subsequentlythe company has made several attempts to Comply with the requirement of Section 90 of theCompanies Act 2013 for filing Form BEN-2 but unable to do so due to no response fromSignificant Beneficial Owner.

3. Due to resignation of Mr. Ritesh Parab from the post of Chief financial Officer w.e. f 10.02.2022 the said post is vacant as on 31st March 2022 and the Company is inprocess of appointing Chief Financial Officer of the Company.

ANNUAL RETURN:

The Annual Return of the Company as on March 31 2022 is available on the Company'swebsite and can be accessed at https: / / www.deccanbearings.in/investor .php?val=17

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficientconduct of its business including adherence to company's policy safeguarding of itsassets Prevention detection fraud and error etc.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record undersection 148 (1) of the Companies act 2013 does not apply in respect of company'sbusiness.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company in advance.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 a Report on Corporate Governance Report is not applicable to the Companyas it does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore andTurnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 toBSE where the Company's shares are listed.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations') the Management Discussion and Analysis Reportis presented in a separate section forming part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

By order of board of directors

Deccan bearings Limited

SD/- SD/-
Mr. Ritesh Parab Mr. Vinay Tendulkar
Date: 7th April 2022 Managing Director Director
Place: Mumbai DIN: 09494605 DIN: 00343153

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