Dear Members,
Your Directors are pleased to present the 40thAnnual Report together with the Audited
Statement of Accounts for the year ended 31st March, 2023. The Management Discussion &
Analysis is also incorporated into this Report.
Financial Results:
Summary of the Companys financial performance for F.Y. 2022-23 as compared to the
previous financial year is given below:
(Figures in Lacs)
| Particulars |
F.Y. 2022-2023 |
F.Y. 2021-2022 |
| Revenue from operations |
26130.06 |
25233.37 |
| Revenue from Other Income |
124.30 |
185.98 |
| Total Revenue |
26254.36 |
25419.34 |
| Total Expenses |
25457.27 |
24709.14 |
| Income Tax |
165 |
136 |
| Deferred Tax |
104.14 |
69.29 |
| Profit After Tax |
527.95 |
498.83 |
| EPS |
74.22 |
70.13 |
Highlights:
During the year your company has its turnover to Rs. 26254.36 Lacs including other
income as compared to 25419.34 Lacs in the previous year. The Turnover of the Company has
increased.
Dividend:
To conserve the resources for future business requirements of the Company, your
Directors do not recommend any payment of dividend for the year under review.
Policies on Directors Appointment and Remuneration
The policies of the Company on Directors appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of Section 178 of the Acts appended as
Annexure I (a) & (b) to this Report.
Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 (1) of the
Companies Act, 2013.
Directors Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013,
and based on the information provided by management, your
Directors state that:
1. In the preparation of the annual accounts for the financial year ended 31st March,
2023 the applicable accounting standards have been followed.
2. Accounting policies selected were applied consistently. Reasonable and prudent
judgments and estimates were made so as to give a true and fair view of the State of
affairs of the corporation as at the end of March 31, 2023 and of the profit of the
Company for the year ended on that date.
3. Proper and sufficient care to the best of their knowledge and ability 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.
4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.
Statutory Auditors:
M/s. Sunderlal Desai & Kanodia., Chartered Accountants, Mumbai (Registration No.
110560W) statutory auditors of the Company hold office until the conclusion of the
ensuring AGM to be held in FY 2023-24 and are eligible for appointment of the 40th AGM of
the Company to be held in the year 2023.
Auditors report:
Observations made in the Auditors Report are self-explanatory and therefore do not
call for any further comments under Section 134(1) of the Companies Act, 2013.
Secretarial Audit
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Sark & Associates, Company Secretary in Practice to conduct the
Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report as received
from Sark & Associates is appended to this Report as Annexure II.
Comments on Auditors Report
There are no qualifications, reservations, adverse remarks or disclaimers made by M/s.
Sunderlal Desai & Kanodia, Statutory Auditors, in their Audit Report. However they
drawn the attention of the Management of the Company towards non-compliance of Section
203.
M/s. Sark and Associates, Company Secretary in Practice, in his Secretarial Audit
Report for financial year 2022-23 have drawn the attention of the management on some the
non-compliances, which have been marked as qualification in his report. In connection with
the same management herewith give the explanation for the same as follow:
The Company is of view that though the Company has Company Secretary on role of the
Company as on date. The Company for that purpose out sourced the Secretarial work to the
Professional Company Secretaries Firm. The Company is highly Compliance Company and always
believe in high Corporate Governance, The Company is regular in making all required
notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income
Tax and other concerned Authorities.
The size of the Company is very small as compared to its peer group companies; the
Company has also established Risk Management Policy in place to mitigate unforeseeable
risks and frauds. The management thinks that Company has adequate internal control system
commensurate with the size of the Company and the Statutory Auditor also conduct test
audit on quarterly basis and submit the limited review certificate and draws the attention
of the management on concerned matters.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section134(3) of the Act read with
Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual
Return in prescribed Form MGT-9 is given in the Report as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
containing the disclosures pertaining to remuneration and other details as required under
the Act and the above Rules are provided in the Annual Report. The disclosures as
specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, have been appended to this Report as Annexure IV.
Board meetings:
The Board meets at regular intervals to discuss and decide on the companys policies
and strategy apart from other Board matters. During the Financial year 2022-23. Five times
board meetings were held on 30.05.2022, 12.08.2022, 06.09.2022, 14.11.2022 and 09.02.2023.
The gap between two meetings did not exceed 120 days.
Audit Committee
The Audit Committee is constituted in line with the regulatory requirements mandated by
the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition
of audit committee are included in the Corporate Governance Report, which forms part of
this report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in line with the regulatory
requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details
pertaining to composition of audit committee are included in the Corporate Governance
Report, which forms part of this report.
Declaration by Independent Directors
Mr. Krishan Kumar Kundanlal Lahoti, Mr. Manjeet Kumar Surana and Yuvraj Vijay Bangera
are Independent Directors on the Board of the Company.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchanges.
Disqualification of Director
No Director of the Company is disqualified under any law to act as a Director
Postal Ballot:
No Postal ballot was held during the year 2022-23 under review
Risk Management and Internal Controls:
The Company has the risk management and internal control framework in place
commensurate with the size of the Company. However Company is trying to strengthen the
same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis report that forms part of
the Annual Report.
Conservation of Energy and Technology Absorption:
The company has taken various in house measures to conserve the electricity and energy
Technology absorption and innovation is a continuous process in the company.
Foreign Exchange:
( Rs. In lakhs)
| - Foreign Traveling Expenses Rs. 2.54. (Previous Year Rs. Nil) |
| - Foreign Brokerage Paid Rs. Nil (Previous Year Rs. Nil) |
| - Earning in foreign Currency (Export/F.O.B.) Rs.9598.13 (P. Y. Rs. 11831.81) |
| - Raw Material Purchases in foreign Currency Rs.182.92 (P. Y. Rs 383.48 ) |
| - Machinery (WIP) Purchases in foreign Currency Rs. 235.43 (P. Y. Rs 445.07) |
Listing of Shares:
The Company got it shares listed on Bombay Stock Exchange.
The Company has paid the necessary Listing fees for the year 2023 2024 to Bombay Stock
Exchange.
Vigil Mechanism/Whistle Blower Policy:
The Company has established a vigil mechanism to provide appropriate avenues to the
Directors and employees to bring to the attention of the Management, the concerns about
behaviour of employees that raise concerns including fraud by using the mechanism provided
in the Whistle Blower Policy. The details of the said Policy are included in the Report on
Corporate Governance which forms part of the Annual Report.
During the financial year 2022-23, no cases under this mechanism were reported in the
Company and any of its subsidiaries/ associates.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace:
The company has framed policy in accordance with The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2022-23, no cases in the nature of sexual harassment were
reported at any workplace of the company.
Green Initiative in Corporate Governance:
The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21
and April 29, 2011 respectively), has undertaken ‘Green initiative in corporate
Governance and allowed companies to share documents with its shareholders through an
electronic mode.
Members are requested to support their green initiative by registering/updating their
email addresses, in respect of shares held in dematerialized form with their respective
depository participants and in respect of shares held in physical form with Companies RTA.
Management Discussion and Analysis Report:
Further, a separate Management Discussion and Analysis Report covering a wide range of
issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process,
Business Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:
The Chief Executive Officer and Chief Financial Officer Certification as required under
regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about
the Code of Conduct is Annexed to this Report marked as Annexure IV.
Acknowledgement:
The Board of Directors wishes to express sincere thanks to Bankers, Shareholders,
clients, Financial Institutions, customers, suppliers and employees of Companies for
extending support during the year.
| For and On behalf of the Board |
|
| Binayak tex Processors Limited |
|
| Sd/- |
Sd/- |
| Mr. Pradipkumar Pacheriwala |
Mrs. Heeradevi Pradipkumar Pacheriwala |
| (Managing Director) |
(Director) |
| Date: 11.08.2023 |
|
| Place: Mumbai |
|
+91-9892691696
