Deccan Bearings Limited.
Your Directors are pleased to present their 35th Annual Report of the Company on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.
|Particulars ||For the Year ended 31st March 2020 ||For the year ended 31st March 2019 |
|Net Profit/ Net Loss Before Providing for Depreciation and Tax ||(2364976) ||(3619382) |
|Less: Depreciation ||462233 ||1097304 |
|Profit after Providing for Depreciation and before tax ||(2827209) ||(4716686) |
|Add / (Less) Provision for: || || |
|A) Deferred Tax || || |
|B) Income Tax || || |
|C) Tax in respect of earlier year ||(40990) ||(249835) |
|Profit/(Loss) after Taxation ||(2868199) ||(4966521) |
BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR:
Current Year's Operation: Gross revenues have increased to Rs. 14134171 against Rs.7097251 in the previous year. The Company has for the year ended 31st March 2020 made anet loss of Rs (2868199)(Previous year Rs.(4966521)after providing for taxation.
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.
In view of accumulated losses your Directors did not recommend any dividend for itsequity shareholders for the year ended 31st March 2020.
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 2020 till the date of this report.
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.
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 / JOINT 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:
During the year under review Company has provided with the Loans and advances as perprovision of Section 186 of Companies Act 2013 and Rule made thereunder and the detailsof which is given in the Notes to Financial Statements.
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
During the year under review your Company enjoyed cordial relationship with employeesat all levels.
A. Declaration by an Independent Director(s) and Re- Appointment:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16(1)(b) of the SEBI (Listing Obligation and disclosure requirements)Regulation 2015 with the Stock exchange.
B. Appointment and Cessation:
Mr. Mahesh Parab Non Executive Director of the Company resigned w.e.f 30th May 2019.
Mr. Rajeev Shenvi Non Executive Independent Director of the company reappointed for theperiod 5 years w.e.f 1st August 2019.
C. Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. KiranVora (DIN: 00108607) retires by rotation at this Annual General Meeting.
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.
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 ofthe Companies Act 2013 and Regulation 17 of the Listing Regulations based on thepredetermined templates designed as a tool to facilitate evaluation process the Board hascarried out the annual performance evaluation of its own performance the IndividualDirectors including Independent Directors and its Committees on parameters such as levelof engagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
|Sr no. ||Particulars ||2019-2020 ||2018-19 |
|1. ||Foreign Exchange Earnings : ||Nil ||Nil |
| ||[Export of Goods(F.O.B.)] || || |
|2. ||Foreign Exchange Outgo: || || |
| ||Traveling ||Nil ||19525 |
| ||Professional Fees ||Nil ||Nil |
| ||Imports || || |
| ||Raw Materials on C.I.F. ||Nil ||Nil |
| ||Trading Goods on C.I.F ||Nil ||Nil |
MEETINGS OF THE BOARD:
The Board met Seven (7) Times during the Financial Year 2019-2020. The maximum intervalbetween any two Meetings did not exceed 120 days as prescribed in the Companies Act2013. The Board Meeting held are as follows:
|30.05.2019 ||13.06.2019 ||1.08.2019 ||3.08.2019 |
|5.10.2019 ||03.01.2020 ||20.03.2020 || |
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:
Particulars of Contracts and Arrangements with the related parties referred to inSection 188 (1) of Companies Act 213 were on Arm's Length basis.
Information on transactions with related parties pursuant are given in Annexure"C" 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.
COMPOSITION OF COMMITTEES:
|Name ||Audit Committee ||Nomination & Remuneration ||Stakeholders Relationship |
| || ||Committee ||Committee |
|Rajeev DamodarShenvi- ||Chairman ||Chairman ||Chairman |
|Mr. Vinay Tendulkar ||Member ||Member ||Member |
|Mrs. Shilpa Parab ||Member ||Member ||Member |
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 ||1440990 ||4.23% ||7.51 : 1 |
1. The Independent Directors do not receive any remuneration except sitting fees.
2. There was change in the remuneration of Key managerial Personnel or Director whichwas disclosed in Annual return i.e MGT-9.
3. The percentage Increase in the median remuneration of the employees in the financialYear was 5.15%(As Compared to Previous year employee's median).
4. As on 31st March 2020 there were a total of 5 employees on the roll of the Company.
5. 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.
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 pre-clearance 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.
M/s. K.S. Maheshwari & Co. Chartered Accountants Firm (Firm RegistrationNo.105846W) were appointed as Statutory Auditors of the Company for period of 5 yearsi.e. from conclusion of the 32ndAnnual General Meeting until the conclusion of 37thAnnualgeneral meeting of the Company. Pursuant to the amendments made to Section 139 of theCompanies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. In view of the above ratification by theMembers for continuance of their appointment at this AGM is not being sought. Theremuneration payable to the Statutory Auditors shall be determined by the Board ofDirectors based on the recommendation of the Audit Committee. The Auditors of the Companyhave not reported any fraud as specified under second proviso of Section 143 (12) of theCompanies Act 2013.
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 2019-2020 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 )is as follows:
The Company has initiated the process of asking promoters promoter groups and othershareholders whose shares are in physical mode for the compliance of SEBI order throughthe Company's Share Transfer agent for getting their respective shares dematerialized.
EXTRACT OF ANNUAL RETURN:
In accordance with Section 134 (3)(a) of Companies Act 2013 an extract of the AnnualReturn is annexed herewith as "Annexure B"to this Report.
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.
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 2019-2020 toBSE where the Company's shares are listed.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion Analysis Report forms an integral part of this Annual Report.
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/- |
| ||Mr. Kiran Vora |
|Date:24th August 2020 ||Managing Director |
|Place: Mumbai ||DIN:00108607 |