To the Members,
Your Directors have pleasure in presenting their Annual Report together with the
Standalone and Consolidated Audited Accounts of the Company for the financial year ended
31st March, 2023.
COMPANY PERFORMANCE
|
2022 - 2023 |
2021 - 2022 |
| FINANCIAL RESULTS |
Rs. In Lakhs |
Rs. In Lakhs |
| Total Income |
71.52 |
49.69 |
| Net Profit before Tax |
22.42 |
842 |
| Less: Tax Charged/(Credit) |
3.5O |
(3.00) |
| Net Profit after Tax |
15.93 |
11.12 |
| Add: Opening Balance in Statement of Profit & Loss |
471.33 |
460.21 |
| Closing Balance |
490.25 |
471.33 |
DIVIDEND
The Directors have considered to plough back the profit in business for better
financial strength and as such they have not recommended any dividend for the year under
review.
VOLUNTARY DELISTING
During the year under review, the Board of Directors and the Shareholders had approved
the proposal to voluntarily delist the equity shares of the Company from BSE Limited in
terms of SEBI (Delisting of Equity Shares) Regulations, 2021. However in view of
insignificant tendering of shares by Public Shareholders pursuant to Delisting Offer and
their interest to continue as Shareholders of the Company, the Delisting proposal was
withdrawn by the Board subject to same being permitted under Stock Exchange Regulations
and as may be approved by the shareholders.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review is appended below:
A. BUSINESS
The Company is presently engaged in the business of Steel Manufacturing and
Fabrication, Real Estate and Other Allied Services. Arrangements are in hand to diversify
its line of business for the future growth and prosperity.
B. REVIEW OF OPERATIONS & FUTURE PROSPECTS
The operations of the Company were stable during the year under review. The Board of
your Company is exploring alternatives for improving its operations for long term growth.
C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS
Your Companys objective is to effect improvement in its operations. However, the
Company is exposed to threats and risks, as faced by other organizations in general and
those engaged in similar business, like adverse changes in the general economic and market
conditions, changes in Government policies and regulations etc.
D. INTERNAL CONTROL SYSTEM
The Company has Internal control procedures commensurate with the nature of its
business and size of its operations. The objectives of these procedures are to ensure
efficient use and protection of Companys resources, accuracy in financial reports and due
compliance of applicable statutes and Companys norms, policies and procedures.
E. HUMAN RESOURCES
There was no loss of work or any human resource related problem during the year.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mrs. Ritu Agarwal (DIN 00006509) Director, retires by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers herself for re-appointment. Her brief
resume is attached to the Notice of the said Meeting,
NUMBER OF BOARD MEETINGS HELD
During the Financial Year 2022-23, Eight (8) Board Meetings were held on 17th
May, 2022, 29th June, 2022, 5th July, 2022, 11th August,
2022, 11th October, 2022, 31st October, 2022, 26th
November, 2022 and 7th February, 2023.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013 your Board of Directors
confirms that:-
(a) in the preparation of the Annual Accounts for the financial year ended 31st
March, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) the directors had sefected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or 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 the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the annual accounts of the Company have been prepared on a "going
concern" basis;
(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; and
(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.
POLICY FOR DiRECTORS APPOINTMENT
The Company believes that in order to ensure that the Board of Directors can discharge
their duties and responsibilities effectively; it aims to have a Board with optimum
combination of experience and commitment with the presence of Independent Directors.
Such Board can provide a long term plan for the Companys growth, improve the quality
of governance and increase the confidence of its members.
The Company has a policy in terms of Section 178(3) of the Companies Act, 2013 on
directors appointment and remuneration including the criteria for determining their
qualifications, positive attributes and independence.
BOARD EVALUATION
The Board has evaluated the effectiveness of its functioning and that of the Committees
and of individual Directors by seeking inputs on various aspects of Board/Committee
Governance and considered and discussed in details the inputs received from the Directors.
AUDIT COMMITTEE
The Audit Committee as on 31st March, 2023 comprised of Mr. S.K.
Roychowdhury as the Committee Chairman and Mr. V.N. Agarwal and Mr. G.K. Agarwal as the
other Members. All the recommendations made by the Audit Committee during the financial
year under review were considered by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on 31st March, 2023 comprised
of Mr, V.N. Agarwal as the Committee Chairman and Mr. S.K. Roychowdhury and Mr. G.K.
Agarwal as the other Members. All the recommendations made by the Nomination and
Remuneration Committee during the financial year under review were considered by the
Board.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors meet the criteria of being independent (as prescribed in the
Companies Act, 2013 and the Listing Regulations) and an Independency Certificate from them
have been obtained.
ANNUAL RETURN
As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
the Annual Return as on 31st March, 2023 in Form MGT-7 is available on the
Website of the Company at: http://www.bengalsteel.co.in/investor.php.
STATUTORY AUDITORS
M/s S. Ghose & Co. LLP, Chartered Accountants (Firm Registration No.
302184E/E300007) Statutory Auditor of the Company were appointed to hold office for a term
of five years commencing from the Financial Year 2022*23 till the conclusion of the AGM of
the Company to be held in the year 2027.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules
there under, the Board of Directors of the Company has appointed a Practicing Company
Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit Report for the financial year ended 31st March, 2023 is
annexed herewith as Annexure A.
COST AUDIT
The Company is not required to maintain cost records in terms of Section 148(1) of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS
AN contracts/arrangements/transactions entered by the Company with its Related Parties
during the financial year were on arms length basis and in the ordinary course of
business. Hence the provisions of Section 188 of the Companies Act, 2013 and disclosure in
Form AOC-2 are not applicable. The transactions with Related Parties are disclosed in the
Notes to the Financial Statements.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of Loans, Investments and Guarantees, if any, given/made by the Company are
disclosed in the Notes to the Financial Statements.
SUBSIDIARY COMPANY
Pursuant to Section 129(3) of the Companies Act, 2013 and the Rules thereunder, a
Statement containing the saiient features of the financial statements of the Companys
Subsidiary Company in Form AOC-1 has been enclosed with the Consolidated Financial
Statements of the Company.
The overall performance of the Company and its Subsidiarys share during the period
under review is detailed in Form AOC-1.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for Directors and Employees has been established, details of which are
given on the website of the Company.
INTERNAL FINANCIAL CONTROL
The Companys internal financial control systems are commensurate with the Companys
size and nature of business enabling it to safeguard assets, prevent and detect frauds as
well as other irregularities.
RISK MANAGEMENT
Risk Management is the process of identification, assessment and prioritization of
risks to minimize/mitigate/monitor the probability and/or impact of unfortunate events.
Risk Management Policy enables the Company to manage such uncertainties and changes in the
internal and external environment to reduce their negative impact. The Board of Directors
of the Company, as and when needed, develops such policies for assessing and managing the
risks in accordance with the requirements of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
Disclosures in terms of Section 197(12) of the Companies Act, 2013 and the Rules made
there under in respect of Directors Remuneration, were not applicable to the Company
during the year ended 31st March, 2023 as no remuneration is being paid to
Directors other than sitting fees for attending the Board Meetings.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, as required under Section 134(3(m) of the Companies Act, 2013 read
with Companies [Accounts) Rules, 2014 were not applicable to the Company during the year
ended 31st March, 2023.
ACKNOWLEDGEMENTS
Your Directors would like to thank shareholders, bankers and all other business
associates for the continuous support given by them to the Company.
+91-9892691696
