deccan bearings ltd Directors report

BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIR:

Current Year’s Operation: Gross revenues from operations have decreased to Rs. 50,660 against Rs.2,20 ,000 in the previous year. The Company has for the year ended 31^st March, 2023 made a net loss of Rs.42,31,443 as compared to previous year loss Rs. 41,23,039 after providing for taxation.

Your Company is in the Business of Ball and Roller Bearings which are required in the Automobile Segment. About 65% of the Bearings demand is from the Original Equipment Manufacturers (OEMs) and the rest is from the After Market and some exports. However, the management of the Company shall timely capitalize on the market opportunities considering the strengths the Company possesses.

DIVIDEND

In view of accumulated losses, your Directors did not recommend any dividend for its equity shareholders for the year ended 31^st March, 2023

MATERIAL CHANGES AND COMMITMENTS:

No material changes or commitments affecting the financial position of the Company have taken place from March 31, 2023 till the date of this report.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFERS TO RESERVES:

In view of accumulated losses, the Company was not required to transfer any amount to the Reserves.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 3,25,00,000 (Rupees Three Crores Twenty Five Lakhs) and paid up capital of the Company is Rs. 2,18,33,340/-(Two Crores Eighteen Lakhs Thirty Three Thousand Three Hundred and Forty).

During the year there was no change in Share capital of the Company.

DETAILS OF SUBSIDIARY / JOINT VENTURE/ASSOCIATES COMPANY

Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ Joint Venture and Associate Companies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investments made by the Company, are given in the notes to the financial statements (Please refer Note Nos. 4).

During the year under review, your Company did not give any other loans or guarantees, provide any security or make any investments as covered under Section 186 of the Companies Act, 2013, other than as disclosed above.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company’s operations through monitoring and standard operating procedures.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION,

The Information required under the Provision of section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the Conservation of energy and technology, absorption, is not applicable as the Company mainly in the business of trading in Bearings.

EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

Further during the year, the Company considering the health and safety of employees and advisories, orders and directions issued by central and state governments to restrict the novel corona virus, the Company implemented a work from home facility to ensure employees safety.

Declaration by an Independent Director(s) and Re- Appointment:

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) ‘the Listing Regulations’. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Appointment and Cessation:

Ms. Ankita Anil Patankar has resigned from the post of Compliance Officer & Company Secretary w.e.f 15^th August, 2022.

Ms. Aishwarya C. Khanvilkar was appointed as Compliance Officer & Company Secretary w.e.f 01^st February, 2023.

Mr. Vimal Marvania Amrutlal was appointed on the post of Chief Financial Officer w.e.f 12^th December, 2022.

Re-appointment of Mr. Vinay Tendulkar (DIN: 00343153) as an Independent Director for his second term of 5years from 6^th September, 2023 till 05^th September, 2028.

Re-appointment of Mrs. Shilpa Parab a(DIN:08338221) as an Independent director for her second Term of 5 years from 27^th January, 2024 till 26^th January, 2029 .

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ritesh Parab, retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Board evaluation:

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance valuation of the Board, its Committees and individual directors including independent Directors covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, based on the predetermined templates designed as a tool to facilitate evaluation process, the Board has carried out the annual performance evaluation of its own performance, the Individual Directors including Independent Directors and its Committees on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

MEETINGS OF THE BOARD:

AUDIT COMMITTEE:

The Company has an Independent Audit Committee which has been formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and Section 177 of the Companies Act, 2013. The Primary objective of the committee is to monitor and provide effective supervision of the management’s financial reporting process to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

NOMINATION AND REMUNERATION COMMITTEE:

The purpose of this committee of the Board of Directors (‘the Board’) shall be to discharge the Board’s responsibilities related to nomination and remuneration of the Company’s Directors and Key managerial personnel. The Committee has the overall responsibility of approving and evaluating the nomination and remuneration plans, policies and programs for Directors and Key managerial personnel.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee reviews shareholders complaints and resolution thereof. The Committee expresses satisfaction with the Company’s performance in dealing with investor grievances and its share transfer system. Details of the changes in composition and attendance of Members of the Stakeholder relationship Committee during the year 2022-23 are as follows:

INDEPENDENT DIRECTORS:

Independent Directors play an important role in the governance processes of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different points of view and experiences and prevents conflict of interest in the decision making process.

None of the Independent Directors serves as "Independent Directors" in more than seven listed companies. No person has been appointed or continuing as an Alternate Director for an Independent Director of the Company.

Based on the disclosures received from all the Independent Directors and also in the opinion of the Board, the Independent Directors fulfills the conditions specified in SEBI (LODR) Regulations, 2015 and are independent of the management.

During the year under review, the Independent Directors met on 15.03.2023 inter alia:

To review the performance of the Non-Independent Directors (Executive Directors);

To review the performance of the Board of the Company as a whole;

To review the performance of Chairman of the Company taking into account the views of Executive Directors on the same;

To assess the quality, quantity and timeliness of flow of information between the Company management and the Board. They expressed satisfaction at the robustness of the evaluation process, the Board’s freedom to express views on the business transacted at the Meetings and the openness with which the Management discussed various subject matters on the agenda of meetings.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Directors have selected 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 the year under review.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The Directors have prepared the annual accounts on a going concern basis.

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.

The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year under review, were on an arm’s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

Information on transactions with related parties pursuant are given in Annexure "B" under Form AOC-2 and the same forms part of this Annual report.

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

During the year under report, there were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company’s operations in future.

MANAGERIAL REMUNERATION:

1. The Independent Directors do not receive any remuneration except sitting fees.

2. The percentage decrease in the median remuneration of the employees in the financial Year was 19.41% (As Compared to Previous year employee’s median).

3. As on 31st March 2023, there were a total of 7 employees on the payroll of the Company.

4. It is affirmed that the remuneration is as per the remuneration policy of the company.

None of the employee of the Company was in receipt of the remuneration (throughout the financial year or part thereof) as per Rule 5(2) of the Companies (Appointment of Managerial Personnel) 2014.

A) The Company do not have any Holding or Subsidiary Company and None of the Directors of the Company are the Managing Director or Whole Time Director in the Associate Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has prepared policy and has put in place vigil Mechanism for directors and Employees of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS:

M/s Suvarna & Katdare, Chartered Accountant was appointed as the Statutory Auditor of the Company at 37^th Annual General Meeting and whose tenure was upto conclusion of 38^th Annual General meeting.

M/s Suvarna & Katdare, Chartered Accountant has provided their consent to get re-appointed as the Statutory Auditor of the Company for further period of 1 year at their Board meeting held on 22^nd May, 2023 from the conclusion of 38^th Annual General Meeting till the Conclusion of 39^th Annual General Meeting.

The Audit Committee and the Board at their meeting held on 22^nd May, 2023 approved the appointment of M/S. Suvarna & Katdare, Chartered Accountants as statutory auditors for a period of 1(One) year. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee. The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

The provision of Section 204 read with section 134(3) of the companies Act, 2013. The Board had appointed M/s SG & Associates, Practicing Company Secretary, as the Secretarial Auditor for the year 2022-2023 and their report is annexed to this Report as "Annexure A".

The Board’s comments on the observations made in the Secretarial Audit Report (MR-3) is as follows:

1. The Company is regularly pursuing promoters, promoter groups and other shareholders whose shares are in physical mode for the compliance with the SEBI order directly and/or through the Companys Share Transfer agent for getting their respective shares dematerialized.

2. The Company has identified one of the shareholder as Significant Beneficial Owner pursuant to Section 90 of the

Companies Act, 2013. Accordingly, the company has issued Form BEN-4 along with Form BEN-1 in electronic mode as well as by courier. Subsequently the company has made several attempts to Comply with the requirement of Section 90 of the Companies Act, 2013 for filing Form BEN-2 but unable to do so due to no response from Significant Beneficial Owner.

ANNUAL RETURN:

RISK MANAGEMENT POLICY:

The Board has adopted risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company’s policy, safeguarding of its assets, Prevention detection fraud and error etc.

COST AUDIT:

As per the Rules made by Central Government for the maintenance of cost record under section 148 (1) of the Companies act, 2013, does not apply in respect of Company’s Business.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as it does not fall under the criteria of Paid up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crores.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company’s shares are listed.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SAFEGUARD AT WORKPLACE:

The management takes due care of employees with respect to safeguard at workplace. Further, No complaints are reported by any employee pertaining to sexual harassment.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.