REPORT OF BOARD OF DIRECTORS
The Directors present the 81st Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2018.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS
(Rs. In Lakhs)
|
Year Ended
|
Year Ended
|
|
31.03.2018
|
31.03.2017
|
|
Gross Revenue 15158.90
|
18060.02
|
|
Profit before interest & Depreciation
|
802.96
|
1893.09
|
|
Finance Cost
|
443.60
|
444.07
|
|
Profit before Depreciation
|
359.36
|
1449.02
|
|
Depreciation
|
319.11
|
337.12
|
|
Profit / ( LOSS) before tax
|
40.25
|
1111.90
|
|
Profit / (LOSS) after taxation
|
64.66
|
691.20
|
|
Surplus in Statement of Profit &
|
2506.44
|
1926.56
|
|
Loss Account from Last Year
|
|
|
|
Remeasurement gain/(Loss) on Defined
|
17.85
|
(26.21)
|
|
Benefit obligation (Net)
|
|
|
|
Total Comprehensive Income for the Year
|
r 82.51
|
664.69
|
|
Appropriations
|
|
|
|
Interim Dividend Paid on Equity Shares
|
67.44
|
70.24
|
|
Tax on Dividend
|
13.73
|
14.30
|
|
Surplus carried to Balance Sheet
|
2502.26
|
2506.44
|
DIVIDEND:
The Board of Directors wishes to inform the shareholders that Interim Dividend at the rate of Re.0.24 (12 percent) per share was paid as Dividend for the year ended 31st March, 2018 to those share holders whose name appeared in the Register of Members on 28th March, 2018. The above payment shall be considered as final dividend and no fresh dividend is recommended by the Board.
Consolidated Financial Statements
In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future : Nil
Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.
Details of Associate Companies: Nil
DETAILS OF WHOLLY OWNED SUBSIDIARY
M/s. Sarovar Insulation Pvt Ltd a wholly owned Subsidiary of our Company with effect from 29/02/2016 is engaged in the manufacture and processing of EPS products at Coimbatore, Tamil Nadu.
Fixed Deposits
|
a) Accepted During the year,
|
Rs.2,09,17,000/-
|
|
b) Remained Unpaid or unclaimed as at the end of the year
|
Rs.54,000/-
|
|
c) Whether there has been any default in repayment of deposits of
|
There was no
|
|
payment of interest there on during the year and if so, number of
|
default in repayment
|
|
such cases and the total amount involved
|
of Deposits or payment
|
| |
of interest there on
|
|
d) At the beginning of the year
|
NIL
|
|
Maximum during the year
|
|
At the end of the year
|
NIL
|
|
The details of Deposits which are not in compliance with
|
NIL
|
|
the requirements of Chapter V of the Act
|
|
STATUTORY AUDITORS
Messrs. S.R. Batliboi & Associates, LLP Chartered Accountants, Chennai (ICAI Registration Number of the firm is 101049W/E300004) were appointed as Statutory Auditors of our Company in our Eightieth Annual General Meeting held on 14th September 2017 and they hold office till the conclusion of our Eighty Fifth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses
INTERNAL AUDITORS
Messrs. M.R.Ravichandran & Co, Chartered Accountants, Chennai were appointed as Internal Auditors of the Company on 20th October 2017 consequent to the appointment of Mr V V Sridharan as Chief Financial Officer on 28th September 2017.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2018.
Research and Development, Technology Absorption and Conservation of Energy
The main focus of the Company's Research and Development effort is on Energy Conservation, process up gradation and environmental preservation
Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.
Foreign Exchange Earnings And Outgo
During the year under review, Foreign Exchange Earnings amounted to Rs. 13.21 Lakhs as against Rs. 121.75 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was Rs. 199.48 Lakhs as against Rs.503.39 Lakhs during previous year.
DIRECTORS
VACATION OF OFFICE BY DIRECTOR
In the Annual General Meeting held on 14th September 2017, Mr S V Narasimha Rao vacated his office as Executive Director.
APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Mrs Vijayalakshmi Ravindranath was appointed as an Additional Independent Director to hold office for 5 consecutive years from 20th October 2017 to 19 th October 2022. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.
Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting, and being eligible, offers herself for reappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The declaration by Independent Directors has been placed in our web site www.beardsell.co.in
FORMAL ANNUAL 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 Company has received the annual evaluation report from the Directors. The Board of Directors individually and as a whole has been formally evaluated by the Independent Directors at their meeting held on 12th February 2018.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2017-18 Ten Board Meetings were held on 06/05/2017, 25/05/2017, 22/07/2017, 08/08/2017, 13/09/2017, 28/09/2017, 20/10/2017, 14/12/2017, 12/02/2018 and 17/03/2018.
AUDIT COMMITTEE:
During the financial year 2017-18 Six Audit Committee Meetings were held on 25/05/2017, 22/07/2017, 13/09/2017, 28/09/2017, 14/12/2017 and 12/02/2018..
Composition and Attendance record of the members of the Committee is as under:
|
S.No
|
Member
|
Designation
|
No. of meetings attended
|
|
1
|
Mr. R. Gowri Shanker
|
Independent
|
6
|
|
2
|
Mr. VJ. Singh
|
Independent
|
6
|
|
3
|
Mr Bharat Anumolu
|
Managing
Director
|
6
|
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our website www.beardsell.co.in
NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2017-18 three Committee meetings were held on 22/07/2017, 08/08/2017 and 20/10/2017.
|
S.No
|
Member
|
Designation
|
No. of meetings
|
|
1
|
Mr. R. Gowri Shanker
|
Independent
|
3
|
|
2
|
Mr. V.J. Singh
|
Independent
|
3
|
|
3
|
Mrs A Jayasree
|
Non- Executive
|
2
|
CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR) CSR Reporting forms part of this Report.
During the financial year 2017-18 one Committee meeting was held on 12/02/2018.
|
S.No
|
Member
|
Designation
|
No. of meetings attended
|
| |
Mr Bharat Anumolu
|
Managing Director
|
1
|
|
2
|
Mrs Jayasree Anumolu
|
Non Executive Director
|
1
|
|
3
|
Mrs Vijayalakshmi Ravindranath
|
Independent Director
|
1
|
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:
(i) Loans : NIL
(ii) Guarantees : Nil
(iii) Investments : Rs.181.08 lacs
SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report given by Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai is annexed to this report.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:
M/s Batliboi & Associates, LLP Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.
COST AUDIT
Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2017-18 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be cordial during the year.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required by Sec. 134 (3) [c] of the Companies Act, 2013, your Directors further report that:
I In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;
II The Directors have selected 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 as on 31st March, 2018 and of the Profit of the Company for financial year ended 31st March, 2018;
III The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV The Directors have prepared the Annual Accounts on a going concern basis.
V The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
VI The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
REMUNERATION POLICY OF THE COMPANY
The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in.
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bharat Anumolu
Managing Director
V J Singh
Hyderabad Director
6th August , 2018
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