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Benara Bearings & Pistons Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 29.59 Cr. P/BV 1.37 Book Value (Rs.) 12.19
52 Week High/Low (Rs.) 27/10 FV/ML 10/2000 P/E(X) 0.00
Bookclosure 30/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2018-03 

To,

The Shareholders,

Benara Bearings & Pistons Limited

The Board of Directors are pleased to present the Company’s 28th Annual Report and the Company’s Audited financial (Standalone and Consolidated) statement for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

Financial results of your Company for the year ended 31st March 2018 are Summarized below.

Particulars

Standalone

Consolidated

2017-18

2016-17 (Rs.)

2017-18

2016-17 (Rs.)

Revenue from operation

1,051,438,074

1,041,146,752

1,454,236,949

1,223,682,435

Other Income

1,688,095

2,635,395

1,688,095

2,635,395

Total Income

1,216,355,348

1,088,675,164

1,607,996,444

1,282,394,715

Total Expenses

1,160,993,726

1,025,221,096

1,533,798,458

1,226,111,259

Profit before Taxation

55,361,622

63,454,068

74,197,987

56,283,456

Less: Tax Expense

Current Tax Deferred Tax

20,813,750

(983,473)

19,263,063

(1,346,955)

23,465,500

(995,229)

19,729,260

(1,355,630)

Depreciation

10,606,309

7,175,273

10,691,265

7,254,850

Profit after Tax

35,531,345

45,537,960

51,727,716

42,158,722

2. PERFORMANCE OVERVIEW AND FUTURE PROSPECTS:

The highlights of the Company’s performance are as under:

- Revenue from operations increased from Rs. 1,22,36,82,435 in Financial Year 2016-17 to Rs 1,45,42,36,949 in Financial Year 2017-18.

- Net Profit before tax increased from Rs.5,62,83,456 /- in Financial Year 2016-17 to Rs. 7,41,97,987 /- in Financial Year 2017-18.

- Net Profit after tax increased from Rs. 4,21,58,722 /- in Financial Year 2016-17 to Rs. 5,17,27,716 /- in Financial Year 2017-18.

3. TRANSFER TO RESERVES

The Company does not propose to transfer any sum to the General Reserve of the Company.

4. DIVIDEND

The Board of Directors want to expand the business of the Company; hence they do not recommend any dividend.

5. CHANGE IN NATURE OF BUSINESS

During the year the Company has not changed its Business.

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

a) The Company had issued 92,93,466 Bonus shares to the members of the Company whose name entered in the Register of Members, in the proportion of three equity shares for every one equity shares held by them. The same has been approved by the members in EGM vide resolution dated 22nd December 2017.

b) The Company has increased its Authorised share capital of the Company from 3,60,00,000 to Rs 20,00,00,000. The same has been approved by the members in EGM vide resolution dated 28th November 2017.

7. LISTING

The Equity Shares of the Company are Listed on SME Platform of BSE Limited w.e.f 03rd April, 2018.The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to year 2018-2019.

8. ALLOTMENT OF 53,16,000 EQUIY SHARES TO PUBLIC THROUGH INITIAL PUBLIC OFFER (IPO)

The IPO of the Company was oversubscribed. The Company after obtaining necessary approvals and finalization the Basis of allotment in consultation with BSE SME have allotted 53,16,000 Equity Shares of Rs. 10/- each at an issue price of Rs. 63/- per share including premium of Rs. 53/- per share to the public through Initial Public Offer (IPO) after complying provisions and guidelines under the Companies Act, 2013, SEBI (ICDR) & SEBI (LODR). The Post IPO Paid up Share capital of the Company is 17,70,72,880 Equity Shares of Rs. 10/- each.

9. DEMATERIALISATION OF EQUITY SHARES

All the equity shares of the company are in dematerialized form with either of the Depositories viz. NSDL and CDSL. The ISIN No. allotted is INE495Z01011.

10. THE BOARD AND KMP

a. Composition of the Board of Directors

The Company has following composition of the Board

Mr. Panna Lal Jain : Chairman

Mr. Vivek Benara : Managing Director

Mrs. Sarla Jain : Non- Executive Director

Mrs. Ketaki Benara : Executive Director

Mr. Vipin Kumar Jain : Chief Financial Officer (CFO)

Mr. Nitesh Kumar Kumavat : Independent Director

Mr. Avinash Kashyap : Independent Director

b. Independent Director

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Nitesh Kumar Kumavat (DIN: 07994614) and Mr. Avinash Kashyap (DIN: 00666821) appointed in 2017 as Independent Directors of the Company.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

c. Appointment and Changes of Key Managerial Personnel

Pursuant to the provisions of section 2(18) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014, Ms. Artee Sahu was appointed as Company Secretary of the Company with effect from 01st November 2017.

11. DECLARATION BY INDEPENDENT DIRECTORS

Every Independent Director, at the First meeting of the Board in which he participates as a Director and hereafter at the First meeting of the Board of Directors in every Financial Year, gives a declaration that he meets the criteria of Independence as provided under Law.

12. COMMITTEES OF THE BOARD

Currently, the board has four Committees: The Audit Committee, Nomination & Remuneration Committee, Corporate Social committee, Stakeholder Relationship Committee.

13. RISK MANAGEMENT POLICY

The Company has formulated a Risk Management policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigation measures to be adopted by the Board. The Company has adequate internal controls systems and procedures to combat the risks. The Risk management procedure will be reviewed by the Audit Committee and Board of directors on time to time basis.

14. SUBSIDIARIES/ ASSOCIATE/ JOINT VENTURE

The Company has two subsidiaries namely-Benara Solar Private Limited & Securitrans Trading Private Limited during the year under review.

15. FIXED DEPOSITS

The Company has not accepted any deposits from public during the year under review.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

17. SHARE CAPITAL

The Authorized capital of the Company is Rs 20,00,00,000 and the subscribed paid & issued capital of the company is Rs. 17,70,72,880 as on 31st March 2018.

18. MEETINGS

During the year Seven Meetings were convened and held and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The dates on which the Board meetings were held are as follows 06/06/2017, 24/08/2017, 01/11/2017, 04/11/2017, 17/11/2017, 23/12/2017 and 28/03/2018.

Details of Attendance is as follows:

Sr. No

Date of Meeting

Board Strength

No of Directors Present

1

06.06.2017

5

5

2

24.08.2017

5

5

3

01.11.2017

5

5

4

04.11.2017

5

5

5

17.11.2017

6

6

6

23.12.2017

6

5

7

28.03.2018

6

6

19. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 is annexed herewith as Annexure I.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 25 of the SEBI (Listing) obligations and disclosure requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.

21. RELATED PARTY TRANSACTIONS

During the year under review, all the related party transactions were in the ordinary course of the business and on arm’s length basis. Those transactions were placed before the Audit committee of Directors for prior approval in the form of omnibus approval as provided in SEBI (LODR) Regulation.

Related party transactions under Accounting Standard - 18 are disclosed in the notes to the financial statement and also mentioned in Annexure Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014, attached as ANNEXURE-III, to this report.

22. VIGIL MECHANISM

The Company has formulated a Whistle blower policy and has established vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013.

Audit Committee

The Board has constituted Audit Committee as required under Companies Act, 2013. The Composition of the Committee is as under:

Name of the Member

Designation

Mr. Nitesh Kumar Kumavat

Chairman

Mr. Panna Lal jain

Member

Mr. Avinash Kashyap

Member

Nomination & Remuneration Committee

The Board has constituted Nomination and Remuneration Committee as required under Companies Act, 2013.The Composition of the Committee is as under:

Name of the Member

Designation

Mr. Avinash Kashyap

Chairman

Mr. Nitesh Kumar Kumavat

Member

Mrs. Sarla Jain

Member

In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining the qualifications, attributes and Independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management.

Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”).

Name of the Member

Designation

Mrs. Sarla Jain

Chairman

Mr. Vivek Benara

Member

Mrs. Ketaki Benara

Member

23. STATUTORY AUDITORS

In accordance with sec139 of the Companies Act, 2013, M/s. Agrawal Jain and Gupta, Chartered Accountants, (Firm Registration No. 013538C) as the Statutory Auditors of the Company to hold office from the conclusion of this Annual general meeting until the conclusion of the Annual General Meeting to be held in the year 2021.

In accordance with the provisions of Section 139,142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditors is required to be ratified by the shareholders at every Annual General Meeting during their tenure. Board has recommended the re-appointment of M/s. Agrawal Jain and Gupta, Chartered Accountants as the Statutory Auditor for the Financial Year 2017-18.

M/s. Agrawal Jain and Gupta., Chartered Accountants, have confirmed that they are eligible for having their appointment as Statutory Auditors, ratified at this Annual General Meeting.

24. AUDITORS REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on 31st March, 2018.

25. SECRETARIAL AUDIT AND REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Goyal DK & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALS STATEMENTS

a) The Board of Directors of the Company have adopted various policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

b) The Company has appointed Ms. Nalini Pandey, Chartered Accountants, as Internal Auditor to test the Internal Controls and to provide assurance to the Board that business operations of the organization are in accordance with the approved policies and procedures of the Company.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

The Company has carried out activities relating to the export and import during the financial year. There are foreign exchange earnings and outgo during the year. Details of foreign Exchange Transactions are mentioned in Notes to the Financial statement for the year ended 31st March 2018.

28. PARTICULAR OF EMPLOYEES

Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014) amendment dated 30.06.2016, name of Top ten employees in terms of remuneration are as follows:

1. Sanjay Jain

2. Adarsh Ratan Soni

3. Sanjeev Agarwal

4. Vipul Jain

5. Tekchand Badhan

6. Tarun Chauhan

7. Bhanu Mishra

8. Sandeep Jain

9. Shashikant

10.Rahul Goyal

There are no employees during the year under review, whose particulars are required to be given pursuant to section 197 of Companies Act, 2013 read with Rule 5 (2) (i), (ii) and (iii) of Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

29. DIRECTOR RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) That the directors had selected such accounting practices and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for the year ended on that date.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) That 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.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

31. CORPORATE GOVERNANCE REPORT

Corporate Governance provisions are not applicable during the year 2017-18 pursuant to Chapter IV- OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

32. ACKNOWLEDGEMENT

The relations between the management and the employees were cordial during the year under review. The directors place on record their sincere thanks to the employees, bankers, business associates, consultants, and other government authorities for the services extended to the company. Finally, I thank our shareholders for their continued trust and confidence they have place in us.

For and on Behalf of The Board of Directors

FOR BENARA BEARINGS AND PISTONS LIMITED

Vivek Benara Panna Lal Jain

Managing director Chairman

DIN: 00204647 DIN: 00204869

Date: 30/08/2018

Place: AGRA


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