Dear Shareholders,
The directors submit annual report of Beardsell Limited (the "Company" or
"Beardsell") along with the audited financial statements for the financial year
ended 31st March 2023. Consolidated performance of the Company has been
referred to wherever required.
Financial Performance:
Summary financial performance of the Company is provided below and a more detailed
report, state of it's affairs are included in the Management Discussion and Analysis:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operation |
21956.50 |
17279.74 |
23201.22 |
18613.37 |
Other income |
217.27 |
279.34 |
395.93 |
267.99 |
Employee Benefit Expenses |
1706.84 |
1345.87 |
1929.08 |
1540.93 |
Finance cost |
346.84 |
401.28 |
413.01 |
478.34 |
Depreciation and amortization Expenses |
500.64 |
511.87 |
622.68 |
635.76 |
Profit/ (Loss) before Exceptional Items and Tax |
1125.87 |
401.27 |
1136.70 |
390.85 |
Exceptional Items |
|
|
|
-- |
Profit/ (Loss) before Tax |
1125.87 |
401.27 |
1136.70 |
390.85 |
Tax expenses / provisions |
287.33 |
113.93 |
287.33 |
109.65 |
Profit after Tax |
838.54 |
287.34 |
849.37 |
281.20 |
Other Comprehensive Income |
(-)7.87 |
8.55 |
(-)7.87 |
8.55 |
Total Comprehensive Income |
830.67 |
295.89 |
841.49 |
289.75 |
Dividends:
The Board of Directors has recommended Final Dividend of Re.0.10 (ten paise only) per
Equity Share of face value of Rs.2.00 (Rupees two only) each for the financial year ended
31st March 2023. The dividend shall be paid after approval of the Members at
the ensuing Annual General Meeting.
Reserves:
The Company does not propose to transfer amounts to the general reserve.
Share Capital:
During the year, the Company had issued 19,71,656 (nineteen lakh seventy-one thousand
six hundred fifty-six) fully paid-up Equity Shares of Rs.2/- (Rupees two only) each of the
Company at a price of Rs.23.85 (Rupees twenty-three and eighty-five paise only) per share
on preferential basis to certain Promoters. The shares were allotted on 8th May
2023, which is an event after the balance sheet date.
The issue was made in accordance with the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended and Sections 42 and 62 of the Companies Act,
2013, as amended, including the rules made thereunder. The proceeds of funds raised by the
Company are utilised as per Objects of the Issue.
The paid-up Equity Share Capital as on 31st March 2023 was remained
unchanged at Rs.7,49,30,688/- (Rupees seven crore forty-nine lakhs thirty thousand six
hundred eighty-eight only) consisting of 3,74,65,344 (Three crore seventy-four lakhs
sixty-five thousand three hundred forty four) full paid-up Equity Shares of Rs.2/- (Rupees
two only) each.
Fixed Deposits:
Company has been accepting deposits from it's members within the purview of provisions
of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies
(Acceptance of Deposit) Rules, 2014 to augment the working capital needs. The details of
deposits during the financial year are provided below:
a) Outstanding at the end of the Year |
Rs.3,80,98,000/- |
b) Accepted During the year (including renewals) |
Rs.2,86,54,000/- |
c) Remained Unpaid or unclaimed as at the end of the year |
Rs.6,10,000/- (matured but not claimed) |
d) Whether there has been any default in repayment of deposits of payment
of interest there on during the year and if so, number of such cases and the total amount
involved |
There was no default in repayment of deposit or payment of interest
thereon. |
At the beginning of the year |
NIL |
Maximum during the year |
NIL |
At the end of the year |
NIL |
The details of Deposits which are not in compliance with the requirements
of Chapter V of the Act |
NIL |
Particulars of loans, guarantees and investments:
Particulars of loans, guarantees and investments have been discussed in the financial
statements.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the work performed by the internal, statutory and secretarial auditors,
including audit of internal financial controls over financial reporting by the statutory
auditors, the board is of the opinion that the Company's internal financial controls and
compliance systems were adequate and effective during the reporting period.
Subsidiary Company:
As on closing of the reporting financial year, the company has one subsidiary Company.
There are no associate companies within the meaning of Section 2(6) of the Companies Act,
2013 ("Act"). There has been no material change in the nature of the business of
the subsidiary.
A statement containing salient features of the financial statements of the
subsidiaries, highlighting performances and financial position during the year is provided
below:
(a) |
Name of the subsidiary |
M/s.Sarovar Insulation Private Limited |
(b) |
Reporting Period |
1st April 2022 to 31st March 2023 |
(c) |
Reporting currency |
Indian Rupees (in lakhs) |
(d) |
Percentage of shareholding |
100% |
(e) |
Share Capital |
1.01 |
(f) |
Reserves & Surplus |
(213.78) |
(g_ |
Total Assets |
674.92 |
(h) |
Total Liabilities |
860.17 |
(i) |
Investments |
0.25 |
(j) |
Turnover (Total Income) |
1232.69 |
(k) |
Profit before taxation |
10.84 |
(l) |
Provision for taxation |
|
(m) |
Profit after taxation |
10.84 |
(n) |
Proposed Dividend |
|
The audited accounts of the subsidiary are available on company's website
www.beardsell.co.in and copy shall be provided to shareholders who ask for it. Policy for
determining material subsidiaries of the Company is also available on the website of the
Company.
Directors and key managerial personnel:
Dr. Gurram Jagannatha Reddy (DIN:07472109), Mr.A V Rammohan (DIN:02093767) and Mr.
Mannam Malakondaiah (DIN:01431923), are appointed as independent directors for the first
tenn of five years respectively ending on 27th June 2024, 20th October 2024 and 12th
August 2027, in terms of provisions under the Companies Act, 2013 ("Act"), and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). The terms and conditions of
appointment of independent directors are as per Schedule IV of the Act, same is available
in the website of the company at www.beardsell.co.in They have submitted declaration that
each of them meets the criteria of independence as provided in section 149(6) of the Act
and SEBI Listing Regulations and not disqualified from being appointed as Directors.
Mrs.Anumolu Jayasree (DIN:00845666), Mr.R Gowrishanker (DIN:00104597) and Mr.Jeyapaul
Singh (DIN:03129164) were the Non-executive Directors in the Board of Directors of the
Company.
Mr.Amrith Anumolu (DIN: 03044661), Executive Director, Mr.V V Sridharan, Chief
Financial Officer, and Mr.Kanhu Charan Sahu, Company Secretary were the key managerial
personnel of the Company throughout the year, pursuant to the provisions of section 203 of
the Act. Mrs.Anumolu Jayasree has been appointed as Whole-time Director with effect from 1st
April 2023.
Mrs.Anumolu Jayasree, retires by rotation and being eligible she has offered for
reappointment at the ensuing Annual General Meeting.
Pecuniary relationship or transaction of the non-executive directors during the year
with the Company are disclosed under Related Party Transactions in the notes to the
Financial Statements and other places in the Report.
Composition of the board of directors and committees thereof, including the Audit
Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship
Committee and the details of meeting of the board and the committees are discussed fully
in the corporate governance report.
Company's policy on directors' appointment and remuneration and other matters provided
in section 178(3) of the Act has been discussed along with the Nomination and Remuneration
Committee in the corporate governance report.
Receipt of unsecured loans from Directors:
The details of unsecured loans received and outstanding at the end of the period is
disclosed in the Notes under Financial Statements.
Board evaluation:
The Board members and the Committee members performed their functions as required by
the Companies Act 2013 and as per the regulatory framework of Securities and Exchange
Board of India.
The evaluation of the individual directors, including the independent directors was
done taking into account their qualification, experience, competency, knowledge,
understanding of their respective roles (as a Director, Independent Director and as a
member of the Committees of which they are Members/Chairpersons), adherence to Codes and
ethics, conduct, attendance and participation in the meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairperson was
evaluated. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
Annual Return:
Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act,
2013 is available on the Company website www.beardsell.co.in
Auditors:
Statutory A uditors:
M/s.G Balu Associates LLP, Chartered Accountants, (Finn Registration No.
000376S/S200073) were appointed as Statutory Auditors of the Company at the AGM held on
30* September 2022, for a term of 5 (five) consecutive years.
The statutory auditors have issued their report on the standalone and consolidated
financial statement of the company and the same were appended here to this report.
Auditors have expressed their unmodified opinion on the Standalone and Consolidated
Financial Statements and their reports do not contain any qualifications, reservations,
however the Auditors have made an adverse remark about delay in statutory remittances
which were complied with subsequently. There are no instances of frauds reported by
auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central
Government.
Secretarial Auditor:
As per provisions under section 204 of the Companies Act, 2013, the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Mr.Rabindra Kumar
Samal, Practising Company Secretary (ICSI Membership No.FCS7649 and Certificate of
Practice No.018278), was appointed to conduct secretarial audit upto financial years
2022-23. Report of the secretarial auditor for the financial year is annexed here to this
report, which does not contain any qualification, reservation or adverse remarks. However,
the secretarial auditor has made few observations about delay in filing of certain forms
with additional fees which are self-explanatory.
Cost Records and Audit:
During the year under review, in accordance with Section 148(1) of the Act, the Company
has maintained the accounts and cost records, as specified by the Central Government. Such
cost accounts and records are subject to audit by Mr. M Krishnaswamy, Practicing Cost
Accountant, Chennai (ICMA Membership No.5944), Cost Auditors of the Company for FY
2022-23.
The Board has re-appointed Mr. M Krishnaswamy, Practicing Cost Accountant, Chennai
(ICMA Membership No.5944) as Cost Auditor of the Company for conducting cost audit for the
FY 2023-24.
A resolution seeking approval of the Shareholders for ratifying the remuneration
payable to the Cost Auditor for FY 2023-24 is provided in the Notice of the ensuing Annual
General Meeting.
Reconciliation of Share Capital Audit:
A qualified practicing Company Secretary carries out secretarial audit to reconcile the
total admitted capital with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and total issued and listed capital. The
Reconciliation of Share Capital Audit Report confirms that the total issued / paid up
capital is in agreement with the total number of shares in physical form and the total
number of dematerialised shares held with NSDL and CDSL.
Internal Auditors
M/s. M.R. Ravichandran & Co, Chartered Accountants, Chennai were the Internal
Auditors of the Company during the reporting year, since resigned effective from 1st
August 2023.
M/s A V Subbarao & Co., Chartered Accountants, Chennai with ICAI FRN:005809S has
been appointed on 12th August 2023 as Internal Auditors of the Company for three years
commencing from FY 2023 -24.
Vigil Mechanism:
The Company has fonnulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns. The
provisions of the policy are in line with the provisions of the section 177(9) of the Act
and Regulation 22 of the SEBI Listing Regulations. The policy is available in website of
the Company at www.beardsell.co.in
Particular of employees:
The infonnation required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
i The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
Name of the Director |
Ratio to median remuneration |
Executive Directors: |
|
Mr.Amrith Anumolu |
8.55 |
Non-executive Directors: |
|
Mrs.Anumolu Jayasree |
0.24 |
Mr.A V Rammohan |
0.62 |
Dr.Gurram Jagannatha Reddy |
0.67 |
Mr. R Gowrishanker |
0.52 |
Mr.Jeyapaul Singh |
0.43 |
Mr.Mannam Malakondaiah |
0.29 |
Remuneration includes sitting fees paid to directors for attending meetings of Board
and Committees
ii The percentage increase in remuneration of each director, chief executive officer,
chief financial
officer, company secretary in the financial year:
Directors, Chief Executive Officer, Chief Financial Officer and Company
Secretary |
% increase in remuneration in the financial year |
Mr.Amrith Anumolu, Executive Director |
18.29 |
Mrs.Anumolu Jayasree, Non-executive Director |
(-)47.92 |
Mr.A V Rammohan, Non-executive Independent Director |
(-)26.96 |
Dr.Gurram Jagannatha Reddy, Non-executive Independent Director |
(-)23.07 |
Mr. R Gowrishanker, Non-executive Director |
(-)9.83 |
Mr.Jeyapaul Singh, Non-executive Director |
(-)34.78 |
Mr.Mannam Malakondaiah, Non-executive Independent Director* |
- |
Mr. V V Sridharan, Chief Financial Officer |
15.80 |
Mr.Kanhu Charan Sahu, Company Secretary* |
|
Remuneration includes sitting fees paid to directors for attending meetings of Board
and Committees Non-executive Directors are paid only sitting fees towards attending
meetings of Board and Committees *Not comparable as this being the first year of
appointment
iii The percent increase in the median remuneration of employees in the financial year
is 19.81%
iv The number of pennanent employees on the rolls of the company as at the end of
financial year 188
V During the year the employees have been given in average range of 12.34% to 17.19%
excluding managerial remuneration, as compared to 18.29% increase in the managerial
remuneration.
vi The remuneration is as per the remuneration policy of the company.
vii With respect to disclosures pertaining to remuneration of employees and other
details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and also having regard to the proviso to Section 136(1) of the Companies Act, 2013
and as advised, the Annual Report excluding the aforesaid infonnation(s) is being sent to
the members of the Company, however statement showing the names and other requisite
particulars of such employees set out in the aforesaid mles is available for inspection at
the Registered Office of the Company during working hours for a period of 21 days before
the date of AGM and any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished on request.
Transactions with Related Parties:
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is also available on
the Company's website www.beardsell.co.in The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and Related Parties. All Related Party Transactions ("RPT") entered
during the year were placed before the Audit Committee for review and approval.
A complete list of RPTs is provided as part of Notes to Accounts. None of the
transactions with related parties could be considered not in the ordinary course of
business or not in arm's length in terms of Section 188 of the Companies Act, 2013 and
were also not material RPTs under Regulation 23 of the Listing Regulations. The
information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply
to the Company for the FY 2022-23, hence not provided.
Risk Management:
The Company has in place a Risk Management Policy, pursuant to Section 134 of the
Companies Act, 2013, which is published in the website of the Company at
www.beardsell.co.in The Board of Directors and the Audit Committee shall be responsible
for framing, implementing and monitoring the risk management plan of the company. Senior
Executives shall be responsible for implementation of the risk management system as may be
applicable to their respective areas of functioning.
The major risks identified by the business/ functions and the ways mitigation has been
covered in the management discussion and analysis.
Corporate Social Responsibility (CSR)
The Company was not required to meet any CSR Obligation during the financial year
2022-23 based on given criteria under Section 135 of the Companies Act, 2013, however
voluntarily spent Rs.3,00,000/- (Rupees three lakh only) on CSR activities. We have
provided a Report on CSR Activities in the prescribed format forming part of this report
as Annexure - II, as a better disclosure practice.
Conservation of Energy, Research and Development, Technology Absorption, Foreign
Currency Earning and Outgo:
(A) Conservation of Energy
The company takes adequate measures to save energy by installing energy efficient
electrical and electronic equipments.
(B) Research and Development
The company has not carried out any specific research activity during the year under
review. However, as part of regular ongoing business it explores ideas in energy
conservation, process up-gradation and enviromnental preservation.
(C) Technology absorption, adaptation and innovation
The company continues to use the latest technologies for improving productivity and
quality of it's operations.
(D) Foreign exchange earnings and outgo
The company imports raw materials and equipment for business purpose. Details of
foreign currency earned and used during the year are provided below.
|
Year ended 31-03-2022 |
Year ended 31-03-2023 |
Foreign Exchange Earnings |
USD 7,623 equivalent to Rs.5,68,785/- |
NIL |
Expenditure in foreign currency |
USD 14,22,245 AUD 4,490 EURO 3,666 equivalent to Rs.
10,67,20,678/- |
USD 5,91,765 SGD 720 equivalent to Rs.4,76,32,335/- |
Corporate Governance Reports:
Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable
provisions, the following have been made part of this report.
Management Discussion and Analysis
Corporate Governance Report
Certificate from the Secretarial Auditors regarding compliance of conditions of
Corporate Governance.
Declaration on compliance with Code of Conduct
Certificate of the Executive Director and the Chief Financial Officer on the
financial statements
Certificate of non-disqualification of Directors by a Practicing Company
Secretary
Obligation under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
Your Company has in place a policy for prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and an Internal Complaints Committee has been set up to look into
complaints relating to sexual harassment. During the year 2022-23, no such complaint lias
been received.
Appreciation
The Directors wish to convey their deep appreciation to all the customers, vendors,
investors, and consultants/advisors of the Company for their sincere and dedicated
services as well as their collective contribution to the Company's performance.
The Directors thank the Government of India, Governments of various States in India,
and concerned Government departments for their co-operation.
The Directors also place on record their appreciation to all the employees for their
commendable contribution at various levels.