Dear Shareholders,
Your directors are pleased to present the 43rd Annual Reports
together with the Audited Financial Statements of the Company for the year ended on 31st
March’ 2023.
FINANCIAL RESULTS:
|
2022-2023 |
2021-2022 |
|
(Rs. in lacs) |
(Rs. in lacs) |
| Revenue from Operations |
2696.94 |
2511.80 |
| Net Profit Before Taxation |
341.55 |
380.66 |
| Net Profit after taxation |
254.34 |
292.04 |
| Balance of Profit & Loss Account B/F |
2095.33 |
1937.46 |
| APPROPRIATIONS: |
|
|
| Transfer to General Reserve |
0 |
0 |
| Dividend Paid |
132.72 |
132.72 |
| Taxes of earlier Years |
1.94 |
1.45 |
| Balance of Profit & Loss Account C/F |
2215.01 |
2095.33 |
OPERATION / PERFORMANCE:
During the year revenue from operations of your Company increased by 7.37% at Rs.
2696.94 lacs as compared to Rs. 2511.80 lacs in the corresponding period of the previous
year and Profit after Tax decreased by -12.91% at Rs. 254.34 lacs as compared to Rs.
292.04 lacs in the corresponding period of the previous year mainly due to decrease in
other income.
NIRYAT SHREE GOLD TROPHY
The company has been awarded Niryat Shree – Gold Trophy, certificate given by FIEO
for outstanding Export performance under Gem and Jewellery Sector-MSME for F.Y. 2020-21.
The said award was given by Hon’ble Minister of Government of India.
POST COVID-19 IMPACT
The hindrance and negativity due to impact of covid almost gone away and company is
doing its business in proper way. Detail disclosure is given in note number 52 of notes on
accounts
DIVIDENDS:
Based on the Company’s performance during the year 2022-23, the Board of Directors
decided to make payment an Interim dividend of Rs. 2/- per share and not recommended for
final dividend.
TRANSFER TO RESERVES
No amount has been transferred to reserve. The closing balance of the retained earnings
of the Company for F.Y. 2022 - 2023, after all appropriation and adjustments was 2215.01
lacs.
CHANGE IN THE NATURE OF BUSINESS:
The Company’s main business is Manufacturing and export of Handicraft items like
Glass Beads; Neckleces, Imitation Jewellary etc. There was no change in the nature of the
business of the Company during the year under review. .
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors
hereby state and confirm -
(a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them
consistently except as required by accounting standards and other applicable law(s) 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 and loss of the company for that period; (c) the directors had 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; (d) the directors had prepared the
annual accounts on a going concern basis; and (e) 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. (f) 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. Based on the framework of internal
financial controls and compliance systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors and external consultants,
including audit of internal financial controls over financial reporting by the statutory
auditors, and the reviews performed by management and the relevant board committees,
including the audit committee, the board is of the opinion that the Company’s
internal financial controls were adequate and effective during FY 2022-23.
ADOPTION OF IND AS:
The company had already adopted Ind AS since financial year 2017-18.
PENDING PETITION WITH NCLT:
The Special Leave Petition vide no. 25165-25166/2007 had been disposed off by
Hon’ble Supreme Court on 11.04.2018. The company had already complied and executed
all the direction given by Hon’ble Company law Board in its order dated 05.09.2007
and nothing is pending to be complied by the company and accordingly disclosed in Annual
Report made thereafter. However Mr. Raj Kumar Gupta, ex-director of the company, who had
not challenged CLB orders has filed an Execution Petition No. 424/2018 before Hon’ble
NCLT to get property of the company situated at Expo Mart, Greater NOIDA, which was
neither part of CLB Petition No. 14/1999 nor mentioned in the list of properties to be
transferred to 1st Petitioner (Mr. Raj Kumar Gupta group) in CLB final order
dt. 04.07.2007 and modified order dt. 03.08.2007. Mr. Raj Kumar Gupta Ex-director of the
company had already made an application to get this property before Hon’ble Supreme
Court in SLP No. 935-936/2010 and Hon’ble Supreme Court finally dismissed the SLP
with all pending applications. Thus after final order of Hon’ble Supreme Court, the
Management does not reasonable expect that the Execution Petition, when ultimately
concluded and determined, will have any material and adverse effect on the Company’s
results of operations or financial condition. The final hearing of Execution Petition
424/2018 is not completed due to paucity of time in NCLT bench and adjourned for
appropriate order to 01.06.2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
Management’s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a
separate section forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
INDUCTIONS AND RETIREMENTS / CESSATION OF DIRECTORS:
During the financial year no director ceased / completed his tenure as director or
appointed as an additional director.
Smt. Shalini Chandra, retires by rotation and being eligible, offers herself for
re-appointment. A resolution seeking shareholders’ approval for her re-appointment
along with other required details forms part of the Notice.
The Company is having proper composition of whole time and independent director(s)
alongwith key managerial personnel in compliance of provisions of Section 203 of the Act,
as under:
| WHOLE TIME DIRECTORS / KEY MANAGERIAL |
Shri Siddharth Gupta, Chief Executive Officer and Managing Director,
Shri |
| PERSONNEL |
Ashok Kumar Gupta, Chairman & Managing Director, Smt. Shalini
Chandra, |
|
Executive Director (Lady Director) Shri R.K. Singh, Company Secretary
and |
|
Mr. Vinay Kumar Piyush, Chief Finance Officer. |
| INDEPENDENT DIRECTORS |
Mr. Shushil Kumar Kandoi, Mr. Anil Kumar Gupta and Mr. Manan Kumar |
|
Sah |
BOARD EVALUATION:
The Independent Directors of the company has carried out on 17.05. 2022 and on
12.01.2023 during the year evaluation of its own performance, board committees, and board
of directors pursuant to the provisions of the Companies Act, SEBI Listing Regulations.
and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In separate meetings of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. 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.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS.
The Company’s policy on directors’ appointment and remuneration and other
matters provided in section 178(3) of the Act has been disclosed in the corporate
governance report, which forms part of this report and same is available on
www.bblinvestor.com.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
the management discussion & analysis, which forms part of this report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report.
AUDITORS:
In accordance with the provisions of Section 139(1) of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (‘the Act’), M/s G D Dubey
& Associates, Chartered Accountants (Firm Registration number 009836C) were appointed
as the Statutory Auditors of the Company at the Annual General Meeting held on 18th
August, 2022 for a term of 5 years i.e. to hold office till the conclusion of the 47th
AGM.
AUDITOR’S REPORT
There were no qualifications, reservations or adverse remarks made by Auditors in their
respective reports. Observation made by the Statutory Auditors in their Report are
self-explanatory and therefore, do not call for any further comments under section 134(3)
(f) of the Companies Act, 2013.
SECRETARIAL AUDITOR:
The Board has appointed M/s Ajay Jaiswal & Co., Company Secretaries to conduct
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the
financial year ended 31st March 2023 is annexed herewith marked as Annexure
I to this report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
RISK MANAGEMENT
The board of directors of the Company has formed a risk management committee to frame,
implement and monitor the risk management plan for the Company. The committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
audit committee has additional oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this report.
VIGIL MECHANISM
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in confirmation with Section 177(9) of the Act and
Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The
details of the policy is also available on www.bblinvestor.com.
EXTRACT OF ANNUAL RETURN
The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the
financial year ended on 31.03.2023 is attached as Annexure- II with this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are furnished as under:
a) Conservation of Energy :
The operations of the Company involve low energy consumption. The solar power plant of
150 KVA is properly working and saving grid electricity. During the year 180940 KWH power
generated and out of which approximately 35000 KWH transferred to UP electricity board by
this way approximately saving of around Rs.12.85 lacs made to the company against electric
charges.
The other adequate measures are being taken to conserve the energy.
b) Technological Absorption:
The Company upgrades its technological inputs time to time for its products. However
presently company has no collaboration arrangement with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The actual foreign exchange earnings (inflow) of the Company during the financial year
has been Rs 2471.57 lakhs from Exports of Glass Beads, Handicrafts and other items. The
actual foreign Exchange Outflow during the year has been Rs.352.39 lakhs for the import of
materials, foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERNANCE:
Corporate Governance Report, Management Discussion and Analysis statement and Business
Responsibility Report and a certificate from the Auditors confirming compliance are
annexed herewith to this report.
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
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statements relate
on the date of this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
NUMBER OF MEETING OF BOARD
Four Board Meetings were held during the F.Y. on 19th May 2022, 27th
July 2022, 27th October, 2022, and 16th January 2023.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).
All the Independent Directors have given their declaration as per Section 149(7) that
they meet the criteria of independence as provided in section 149(6) of the Companies Act
2013. There has been no change in the circumstances affecting their status as independent
directors of the Company. During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION-
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board, and separate its functions of governance and
management. As on 31.03.2023, the board consists of 6 members, three of whom are executive
or whole-time directors including one woman and three are independent directors. The
policy of the company on directors appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other
matters is as provided under Sub-section (3) of section 178 of the Companies Act, 2013. We
affirm that the remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
FIXED DEPOSITS FROM PUBLIC:
The Company have not accepted any fixed deposits and as such, no amount of principal or
interest was outstanding as of the balance sheet date.
FINANCE
The Company has taken credit facility by way of working capital limit from Kotak
Mahindra Bank Ltd. of Rs. 1400.00 lakhs and the amount of loan outstanding as on
31.03.2023 was Rs. 29.06 Lakhs.
DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed
suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed
suspense account are not required to mention here.
DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE
COMPANIES ACT, 2013.
Loans given and Investments made are given under the respective heads of the Balance
Sheet.
No Corporate Guarantees given by the Company in respect of loans as at 31st March,
2023.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the
Auditors’ Certificate thereon, and the Management Discussion and Analysis are
attached, which form part of this report.
As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report
is attached and is a part of this annual report.
As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy
is disclosed in the Corporate Governance Report and on the website of the Company.
TRANSACTIONS WITH RELATED PARTIES.
All the transactions are done at arm length price during ordinary course of business.
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 are given in Annexure III in
Form AOC-2 and the same forms part of this report.
PARTICULARS OF CONTRACT U/S 188
Transactions, i.e. the Company’s transactions that are of material nature, with
its Promoters, Directors and the management, their relatives or subsidiaries, among others
that may have potential conflict with the Company’s interests at large.
During the period under review, the Company had not entered into any material
transaction with any of its related parties that may have potential conflict with
the Company’s interests at large. All the transactions with related parties are done
at arm length price and in compliance of Ind AS 24, the disclosure of which is made in
Note No. 32 of Financial Statements which is forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY.
The Provision of Section 135 of Companies Act 2013 concerning with Corporate Social
Responsibility is not applicable during the F.Y. 2022-23.
TRANSFER TO IEPF ACCOUNT
During the year the company has transferred unclaimed dividends and related shares in
to IEPF account i.e. Interim unclaimed dividend for F.Y. 2014-15 amounting Rs. 353990/-
and corresponding 19160 shares of 143 shareholders on 18.11.2022.
EVALUATION REPORT ON CAPITAL
The Provision of Evaluation on Capital is not applicable to the Company. Besides that
the Board met time to time and appraised performance of the Company. The ways and means
were made to increase the business and growth of the Company.
INCREASE IN PAID-UP CAPITAL-
During the year no calls in arrear amount realised from three shareholders. The paid-up
capital Rs. 66140720 and balance calls in arrears are @ Rs. 5 per share on 44300 shares
amounting to Rs. 221500/-
MATERIAL CHANGES :
No material changes were made during the year which affects the financial and
commitments of the Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation were observed.
QUALITY INITIATIVES AND SOCIAL AUDIT
The Company continues to sustain its commitment on quality control with new technology
and reduction of cost. The Company successfully completed the Audits done by BQC
certificates for its product specifically quality certifications viz., ISO 9001-2015.
The Company has also successfully completed Factory/Social Audit SA8000 done by British
Standards Institution (BSI) and they have valid till December, 2025. The another social
/ethical and C-PAT audit done by Qima and valid till October, 2023 and October, 2024.
COMPLAINTS PERTAINING TO SEXUAL HARASSMENT:
The details of complaints filed, disposed of and pending during the financial year
pertaining to sexual harassment is provided in the Business responsibility report of this
Annual Report.
PARTICULARS OF EMPLOYEES:
The details pertaining to remuneration as required under section 197(12) of the
companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of
managerial personnel) rules, 2014.
(i) The percentage increase in remuneration of each Director, Chief Financial
Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration
of each Director to the median remuneration of the employees of the Company for the
financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel
(KMP) against the performance of the Company are as under:
| Sl. No. |
Name of Director/KMP and Designation |
Remuneration of Director/KMP for financial year 2022-23 in
Rs |
% increase in Remuneration in the Financial Year 2022-23 |
Ratio of remuneration of each Director/to median
remuneration of employee |
Comparison of the Remuneration of the KMP against the
performance of the Company |
| 1 |
Ashok Kumar Gupta |
2421600 |
NIL |
20.89 |
Profit before Tax has decreased by 10.27% and after tax
decrease by 12.91 % in Financial year 2021-22 in comparison to previous financial year. |
|
Chairman & Managing |
|
|
|
|
Director |
|
|
|
| 2 |
Siddharth Gupta |
3024000 |
-1.32 |
26.09 |
|
CEO & Managing Director |
|
|
|
| 3 |
Shalini Chandra |
672000 |
NIL |
5.80 |
|
Executive Director |
|
|
|
| 4 |
Ramesh Kumar Singh |
956402 |
5.28 |
8.25 |
|
Company Secretary |
|
|
|
| 5 |
Vinay Kumar Piyush |
453196 |
-4.45 |
3.91 |
|
Chief Finance Officer |
|
|
|
ii) The median remuneration of employees of the Company during the financial year
2022-23 is Rs.115898 and in Financial Year 2021-22 was Rs. 96854. iii) In the financial
year, there was increase of 19.66 % (previous year increase of 31.75%) in the median
remuneration of employees;
iv) There were 246 permanent employees on the rolls of Company as on March 31, 2023;
v) Relationship between average increase in remuneration and company performance:-
The Profit before Tax for the financial year ended March 31, 2023 decreased by 10.27 %
and increased in median remuneration was 19.66%
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the
performance of the Company:
The total remuneration of Key Managerial Personnel decreased by 0.14 lacs from 75.41
lacs (annualised) in 2021-22 to 75.27 lacs in 2022-23 whereas the Profit before Tax
decreased by 10.27 % to 341.55 lacs in 2022-23 (380.66 lacs in 2021-22).
vii) a) Variations in the market capitalisation of the Company:
The market capitalisation as on March 31, 2023 was Rs.5237.31 lacs (Rs.4861.02 lacs as
on March 31, 2022).
b) Price Earnings ratio of the Company was 20.60 as at March 31, 2023 and was 16.65 as
at March 31, 2022.
vii) Average percentage increase was made in the salaries of employees other than the
managerial personnel in the last financial year i.e. 2022-23 is 34.74 % and in the
managerial remuneration decrease for the last financial year was 0.19%. viii) The ratio of
the remuneration of the highest paid director to that of the employees who are not
directors but receive remuneration in excess of the highest paid director during the year
– Not Applicable; and
ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
TRADING OF SHARES UNDER "B" GROUP:
The shares of your Company are presently being traded with BSE and NSE Stock Exchanges
under "B" Group.
ACKNOWLEDGMENT:
The Directors wish to place on record their sincere appreciation of the devoted and
efficient services rendered by all officers, employees and others associated with the
Company.
By order of the Board of Directors For BANARAS BEADS LTD.
| Place : VARANASI |
(Ashok Kumar Gupta) |
| Date : 12.05.2023 |
Chairman & Managing Director |
+91-9892691696
