Beardsell Director Discussions


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 its 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 its 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 Companys 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 companys 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.

Companys 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 Companys 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 arms 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 its 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 Companys 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.