bedmutha industries ltd share price Directors report

To the Members

BEDMUTHA INDUSTRIES LIMITED

The Board of Directors presents the 33^rd Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended on March 31,2023 is summarized as under:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Income from Operations	68,677.93	66,016.35	68,677.93	66,016.35
Add : Other Income	6,136.81	5,835.52	6,136.81	5,835.52
Profit before Interest, Depreciation and Taxes	7,810.06	7,465.25	7,810.06	7,465.25
Less : Finance Cost	3,357.76	3,238.81	3,357.76	3,238.81
Profit/ (Loss) before Depreciation and Taxes	4,452.30	4,226.43	4,452.30	4,226.43
Less : Depreciation	3,190.01	3,300.89	3,190.01	3,300.89
Profit/ (Loss) Before Taxes	1,262.29	925.54	1,262.29	925.54
Less : Provision for Current Taxation	-	-	-	-
Less: Provision for Deferred Taxation	-	-	-	-
Less: Taxes in respect of earlier years	-	-	-	-
Profit/ (Loss) after Taxes	1,262.29	925.54	1,262.29	925.54
less: Minority Interest	-	-	-	-
add: Share in Profit / (Loss) of Associates	-	-	38.58	12.11
Profit / (Loss) for the year	1,262.29	925.54	1,300.87	937.65

SUMMARY OF OPERATIONS/STATE OF THE COMPANYS AFFAIRS:

During the financial year 2022-23, the Standalone, Income from operations of your Company increased by 4.03%, from 660.16 Crores to 686.78 Crores. The company has earned profit of 78.10 crores before interest, depreciation and taxes and earned Profit of 12.62 Crores after taxes as compared to previous year of 74.65 crores and 9.25 crores respectively.

During the financial year 2022-23, the Consolidated, Income from operations of your Company increased by 4.03%, from 660.16 Crores to 686.78 Crores. The company has earned profit of 78.10 crores before interest, depreciation and taxes and earned profit of 13.01 Crores after taxes as compared to previous year of 74.65 crores and 9.38 crores respectively.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and IND AS 23 on Consolidated Financial Statements read with IND AS 28 on Investment in Associates and Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. The summarized consolidated results are given alongside the financial results of your Company.

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has transferred of 1,262.29 lakhs to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2022-23 to accumulate the profit and plough back for better operations in coming years.

BUSINESS REVIEW:

Sr Particulars No	2022-23 (Rs in lakhs)	2021-22 (Rs in lakhs)
1 Total Income	74,814.74	71,851.87
2 Profit after Tax	1,262.29	925.54

During the current financial year 2023-24 under steel unit, additional balancing machines has been added and is under erection which is going to help to increase the richer product mix giving higher contribution.

Copper unit is also adding balancing machines in cable plant to have richer product mix, which will start yielding better results from the 4^th quarter of current financial year i.e. 2023-24.

In continuation of the Green Initiative, we have entered into Power Purchase Agreement (PPA) for supply of electricity from solar. We have opted for OPEX model with a capacity of 3 Mega Watt. This step has dual benefit firstly supporting the green initiative, reduction in the carbon footprint and secondly reduction in power and fuel cost.

As conveyed in the previous Annual General Meeting, the Companys accounts got upgraded to Standard during the financial year 2022-23 in the month of Sep-22, the payment obligations of all the Consortium Bankers are being met timely, which is indication of healthy recovery from the Restructuring ERA.

CREDIT RATINGS:

During the Financial Year 2022-23, INFOMERICS Valuation and Rating Private Limited and Acuite Ratings & Research Limited has assigned "BBB- (Triple B Minus with Stable Outlook)" i.e. Investment Grade rating for long term and A3 for short term debts of the Company.

During the current financial year 2023-24, INFOMERICS Valuation and Rating Private Limited, reaffirmed the Credit Rating as "BBB - (Triple B Minus with Stable Outlook)" i.e. Investment Grade rating for Long Term Debts and A3 for Short Term Debts of the Company.

Also the Punjab National Bank i.e. Consortium Lead Banker has issued the "No Objection Letter" with reference to the Reserve Bank of India (RBI) guidelines mentioning that Credit Rating from one Credit Rating Agency is sufficient if the aggregate exposure to the Company is less than 500 crores and accordingly Acuite Ratings & Research Limited, has withdrawn its ACUITE BBB - (for Long Term Bank facilities) and ACUITE A3 (for Short Term Bank facilities) ratings assigned to the Company.

CHANGES IN THE NATURE OF BUSINESS:

There has been no change(s) of business of the Company or in the nature of business carried on by the Company during the financial year under review.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2023 was 34,56,53,840 consisting of 3,22,63,884 Equity shares of 10/- each and 23,01,500, 1.00% Non-Convertible Cumulative Redeemable Preference Shares ("CRPS") of 10/- each.

During the current financial year there was no change in the Capital structure of the Company. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued to employees or Directors of the Company under any scheme (including Sweat Equity Shares).

DEPOSITS:

During the year 2022-23, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRY SCENARIO:

India remains a bright spot in the global steel industry and the steel demand in the country is expected to show a healthy growth of 7.3% and 6.2% in 2023 and 2024 compared to a global growth of 2.3% and 1.7%, respectively, according to Short Range Outlook of The World Steel Association. The worldsteel forecast comes against the backdrop of the countrys macro-economic fundamentals like manufacturing and services PMIs, IIP, core infrastructure growth, remaining

steady and strong and it is expected to register a GDP growth ranging from 6 to 6.5% in fiscal 2023-24, as estimated by different agencies including the RBI, IMF & World Bank.

World crude steel production stood at 622.7 mt in January-April 2023 period, registering a marginal decline of 0.3% yoy, according to provisional data released by World Steel Association (worldsteel). In April 2023, world crude steel production stood at 161.4 mt, down 2.4% compared with the same period of the previous year.

China remained the leader in world crude steel production with an output of 354.4 mt in January-April 2023 period, registering a growth of 4.1% yoy. The country accounted for 56.9% of world crude steel production during the first four months of 2023. Further, China, India and Iran were the only countries among the top 10 steel producing countries in the world which registered growth in production during January-April 2023. India was the 2nd largest producer of crude steel with an output of 43.9 mt in January - April 2023, showing a yoy growth of 3.0%. The country accounted for 7% of world crude steel production during the January-April 2023 period.

The Russia-Ukraine conflict and its many-sided repercussions, from raw material supply to logistics to uncertainties in trade flows to the growing impact of sanctions. Fluctuations in prices of major raw materials for steel making which showed a downward bias in the second quarter of 2023. Prices of major raw materials for steel making - iron ore, scrap, coal - have shown an upward bias in the first two months of 2023. Thereafter, the prices have either remained flat or followed a downward trajectory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure 1 forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details of top ten employees and the names of other employees drawing the remuneration in excess of the limits set out in the said rules are provided in Annexure 2 of this Boards Report.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure 2 of the Boards Report.

MANAGERIAL REMUNERATION:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on February 12, 2015 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Form MGT - 7 is available on the website of your Company www.bedmutha.com.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

As on March 31, 2023 the Company does not have any subsidiary Company.

The company has one associate company named as "Ashoka Pre-con Pvt. Ltd."

The Statement in form AOC-1 containing salient features of the financial statements of Companys Subsidiaries and associates is attached as Annexure 3 to the financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no order has been passed by the regulators or courts or tribunals against the Company or any Directors, Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year 2023-23 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company had not entered into any materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their approval.

The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website fwww.bedmutha.com).

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Boards Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also implemented several best Corporate Governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors, and 3 (Three) Executive Directors.

Mr. Ajay Kachardas Vedmutha (DIN: 01726879), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment.

With deep regret we report the sad demise of our Independent Director, Mr. Vasant Joshi on July 13, 2022.

Mr. Vasant Joshi was associated with the Company for more than six years and was appointed on the Board of the Company on November 11,2015 and that the Company immensely benefited from his vision, Knowledge and expertise during his tenure.

Mr. Vasant Joshis dedication and commitment have been an integral part of Companys success and growth. His sudden and unexpected passing away will be an irreparable loss to the Company and all the Directors and Employees of the Company.

On the recommendation of Nomination and Remuneration Committee, Mr. Kachardas Bedmutha (DIN: 00715619) has been appointed as an Additional Director (Promoter) Executive Chairman of the Company w.e.f. August 10, 2022 and shareholders in the 32^nd Annual General Meeting of the Company accorded approval making the appointment of Mr. Kachardas Bedmutha as a Director (Promoter) Executive Chairman of the Company, for a period of 5 (Five) consecutive years, liable to retire by rotation i.e., till August 09, 2027.

On the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors at its meeting held on August 10, 2023, re-appointed Mr. Vjay K Vedmutha (DIN: 00716056) as the Managing Director for a period of 4 Years w.e.f. November 14, 2023 to November 13, 2027 and Mr. Ajay K Vedmutha (DIN: 01726879) as

the Managing Director for a period of 5 Years w.e.f. November 14, 2023 to November 13, 2028, subject to approval of the shareholders in the ensuing General Meeting.

The brief resume of the Director(s) seeking appointment or re-appointment and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 (SS-2) has been provided in the Notice convening 33^rd Annual General Meeting.

Presently, Mr. Kachardas Bedmutha, Chairman and Executive Director, Mr. Vjay Vedmutha - Managing Director, Mr. Ajay Vedmutha - Managing Director & Chief Financial Officer, Mrs. Vinita Ajay Vedmutha - Chief Executive Officer and Mr. Ajay Topale - Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values. Further, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

According to Regulations 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on February 07, 2023 wherein the performance of the Non-Independent Directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the companys strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

NUMBER OF BOARD MEETINGS:

The meeting of the Board of Directors was held 6 (Six) times during the Financial Year 2022-23 and the intervening gap between two succeeding meetings was not more than 120 days. Your Company has complied with the provisions of Chapter XII - Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meetings and the attendance of the Directors present in such meetings are provided in the Corporate Governance report.

COMMITTEES OF THE COMPANY:

Audit Committee:

The Board has properly constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which consists of the following members viz.:

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mrs. Vandana Sonwaney	Member	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director (Managing Director)
Mr. Shreekrishna Marathe	Member	Independent Director
Mr. Vasant B. Joshi 1	Member	Independent Director

* Note 1: Mr. Vasant Joshi (DIN: 07348931), Non-Executive Independent Director of the Company expired on July 13, 2022.

The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns about unethical practice. Any complainant can have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Companys website i.e., http://www.bedmutha.com.

Nomination and Remuneration Committee:

The Board of Directors has constituted the Nomination and Remuneration Committee in accordance with the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members viz.:

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mrs. Vandana Sonwaney	Member	Independent Director
Mr. Shreekrishna Marathe	Member	Independent Director
Mr. Vasant B. Joshi *	Member	Independent Director

* Note: Mr. Vasant Joshi (DIN: 07348931), Non-Executive Independent Director of the Company expired on July 13, 2022.

The details regarding composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria for Their Performance Evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company. (www.bedmutha.com)

Stakeholder Relationship Committee:

The Board of Directors has constituted Stakeholders Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Composition, meeting and attendance of the members have been mentioned in the Corporate Governance Report.

Corporate Social Responsibility Committee (CSR):

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net profit of Rupees five crore or more during any financial year shall constitute the CSR Committee.

The Provisions of Corporate Social Responsibility (CSR) u/s 135 of the Companies Act, 2013 has become applicable to the company on the basis of financials FY 2021-22 and the amount derived as obligation for its expenditure will be made during FY 2022-2023.

The Company was required to spend 6.72 Lakhs on CSR activities for FY2022-23. The Company had spent 6.73 Lakhs during FY 2022-23. The Company has thus spent the entire amount required to be spent on CSR activities during FY2022-23.

The Annual Report on Corporate Social Responsibility for the financial year ended March 31,2023 is set out in Annexure 7 to the Boards Report.

The Company has constituted the CSR Committee.

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director
Mr. Ajay Vedmutha	Member	Executive Director
Mr. Kachardas Bedmutha *	Member	Executive Director (Chairman)

* Note: Mr. Kachardas Bedmutha (DIN: 00715619), was appointed as a Director (Promoter) Executive Chairman of the Company w.e.f. August 10, 2022.

RISK MANAGEMENT POLICY:

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Companys website. (www.bedmutha.com)

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation:

The Company has identified various risks faced by the Company from different areas. As required under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your 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 was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminatting the risk of failure to achieve business objectives.

The Company had appointed M/s. K N B J & Associates., Chartered Accountants as internal Auditors to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in

discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self-discovery of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

There are no loans, security or guarantees covered under section 186 of the Companies Act, 2013. The details of Investment covered under section 186 of the Companies Act, 2013 forming part of notes to Accounts.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

M/s. A. D. Kulkarni & Co., Chartered Accountants [Firm Registration No. 115959W], Jalgaon, has been the Statutory Auditors of the Company since 2014 and has completed a term of Five consecutive years. Their term as auditors is upto the conclusion of the ensuing 32nd Annual General Meeting. In accordance with the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. SIGMAC & Co., Chartered Accountants, Mumbai (Firm Registration No. 116351W) have been appointed as Statutory Auditors for the first term of 5 consecutive years commencing from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting for the Financial Year 2026-27.

The Company had received a written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. SIGMAC & Co., Chartered Accountants, (Firm Registration No. 116351W) have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

AUDITORS REPORT:

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks in the Auditors Report.

INTERNAL AUDITORS:

M/s. K. N. B. J. & Associates., Chartered Accountants, is the Internal Auditors of the Company and their reports are reviewed by the Audit Committee on periodical basis.

M/s. Hiran Surana & Associates LLP, Chartered Accountants, are appointed as Internal Auditors of the Company w.e.f. July 2023 to March 2024, on resignation of M/s. K. N. B. J. & Associates, as Internal Auditors of the Company.

COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s. Deodhar Joshi & Associates, Cost Accountants (Firm Registration No.: 002146) to conduct the cost audit of the Company for the Financial Year 2023-24.

The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

COST RECORDS

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and the Rules made there under, M/s. Sharma and Trivedi LLP (LLPIN:AAW-6850) had been re-appointed as the Secretarial Auditors of the Company for the financial year 2023-24.

The Secretarial Audit Report for the year under review is annexed as "Annexure 5" to this report.

Necessary explanation to the observations made in the Secretarial Audit Report is given below:

1. There was one instance of delay in filing some of the e-form with MCA (Ministry of Corporate Affairs).

Management Reply

The Board has advised the Secretarial Department to File the E-Forms within due date to avoid such delay in future. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-7 is available on the website of the Company at www.bedmutha.com.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that:

(i) In the preparation of the Annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation related to material departure(s), if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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 at March 31,2023 and of the profit of the Company for the year ended on that date;

(iii) The Directors 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) The Directors have prepared the annual accounts on a ‘going concern basis;

(v) The Directors of the Company 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

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES:

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 6 to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2022-23, no complaints were received regarding sexual harassment. Further, the Company is conducting the awareness programs at regular interval of time.

OTHER MATERIAL INFORMATION:

During the year under review, there is no other material information to report.

However, during the Financial year i.e. 2022-23, there was closure of Plant 2 of the Company situated at Plot no. A-70/71/72, STICE and Gut no. 931/1, Musalgaon, Tal Sinnar, Dist Nashik 422 103 with effect from June 24, 2022.

The Plant 2 has been running into losses and the capacity utilization of plant has also come down drastically. Due to these circumstances it has become commercially and economically unviable for its continuation of the operations at Plant 2. Due to the closure of Plant 2, the services of all the 88 workmen of plant 2 has been terminated w.e.f. June 24, 2022 (at the close of business hours) and the said workmen had received the closure compensation as provided under provisions of Industrial Disputes Act, 1947.

Existing customers of Plant 2 has been serving from Nardana Plant 6.

GENERAL:

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employee Stock Options Schemes referred to in this Report;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

(g) instance of one-time settlement with any bank or financial institution;

(h) fraud reported by Statutory Auditors; and

(i) change of nature of business.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

CAUTIONARY STATEMENT:

Statement in the Directors report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Companys valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

	For and on behalf of Board of Directors
	BEDMUTHA INDUSTRIES LIMITED
	Kachardas Bedmutha Chairman
Date: August 10, 2023	DIN: 00715619
Place: Sinnar