Benara Bearings & Pistons Ltd Directors Report.

To,

The Shareholders,

Benara Bearings & Pistons Limited

The Board of Directors are pleased to present the Companys 29th Annual Report and the Companys Audited financial (Standalone and Consolidated) statement for the financial year ended March 31, 2019.

1. FINANCIAL RESULTS:

Financial results of your Company for the year ended 31st March 2019 are Summarized below.

Particulars Standalone (Rs in Lakhs) Consolidated (Rs in Lakhs)
2018-19 2017-18 2018-19 2017-18
Revenue from operation 11433.48 10514.38 11534.92 14542.37
Other Income 235.99 16.88 235.99 16.88
Total Income 11669.47 10531.26 11770.91 14559.25
Total Expenses 11082.55 9977.64 11224.86 13817.27
Exceptional items 104,35 104,35
Profit before Taxation 482.57 553.62 441.68 741.98
Less: Tax Expense 41.58 208.14 111.19 234.66
Deferred Tax 25.89 (9.83) 28.10 (9.95)
Depreciation 123.96 106.06 160.77 106.92
Profit after Tax 415.14 355.31 377.81 517.27

2. PERFORMANCE OVERVIEW AND FUTURE PROSPECTS:

The highlights of the Companys performance are as under:

? Revenue from operations increased from Rs. 1,05,14,38,074 in Financial Year 2017-18 to Rs 1,14,33,48,000 in Financial Year 2018-19. ? Net Profit after tax increased from Rs. 3,55,31,000 /- in Financial Year 2017-18 to Rs. 4,15,14,000/- in Financial Year 2018-19.

3. TRANSFER TO RESERVES

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

4. DIVIDEND

Based on the performance of your Company, The Board, at its meeting held on 30TH May, 2019 recommended a Dividend of Rs. 0.25/- per equity share for the Financial Year ended 31st March, 2019.The proposal is subject to the approval of the Shareholders of the Company at the annual General Meeting to be held on Friday 27th, September, 2019. The Dividend if declared by the members at the forth coming annual General Meeting, will be paid to all those beneficial owners holding the shares in electronic form as per the beneficial ownership made available to the Company by National Securities Depository Limited (NSDL) and the Central Depository Services of India Limited (CDSL) as on Record date of 20th September, 2019.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, the Company has not changed its Business.

6. CHANGE IN NAME OF THE COMPANY

During the year under review, there was no change in the name of the Company.

7. 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:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the Company.

8. 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.

9. 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. Nirmala Devi Jain : Non- Executive Director
Mr. Akhil Kumar Jain : Non- 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

During the financial year 18-19, there has been no changes in Key Managerial Personnel of the Company under Review.

10. 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.

11. COMMITTEES OF THE BOARD

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

12. 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.

13. SUBSIDIARIES/ ASSOCIATE/ JOINT VENTURE

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

14. FIXED DEPOSITS

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

15. 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 Annual Report.

16. SHARE CAPITAL

The Authorized capital of the Company is Rs 20,00,00,000 and the subscribed, paid up & issued capital of the company is Rs. 17,70,72,880 as on 31st March 2019. Your Company has not issued any Equity Shares during the Financial Year 2018-19.

17. MEETINGS

During the year Five 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 29/05/2018, 18/07/2018, 30/08/2018, 14/11/2018, and 12/03/2019.

Details of Attendance is as follows:

Sr. No Date of Meeting Board Strength No of Directors Present
1 29.05.2018 6 6
2 18.07.2018 6 6
3 30.08.2018 6 6
4 14.11.2018 6 5
5 12.03.2019 6 5

18. EXTRACT OF ANNUAL RETURN

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

19. 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.

20. RELATED PARTY TRANSACTIONS

During the year under review, all the related party transactions were in the ordinary course of the business and on arms 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.

21. 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

22. STATUTORY AUDITORS

In accordance with sec139 of the Companies Act, 2013, M/s. Agrawal Jain and Gupta, Chartered Accountants, (Firm Registration No. 013538C) were appointed on 30.09.2017 as the Statutory Auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the year 2022.

23. 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, 2019.

24. 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 RS and Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure.

25. 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.

26. 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 2019.

27. 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, 2019, 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, 2019 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.

28. 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 Companys operations in future.

29. CORPORATE GOVERNANCE REPORT

Corporate Governance provisions are not applicable during the year 2018-19 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.

30. 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 BENARA BEARINGS AND PISTONS LIMITED

Vivek Benara Panna Lal Jain
Managing director Chairman
DIN: 00204647 DIN: 00204869
Date: 03/09/2019
Place: AGRA