Mar 31, 2018
BOARD''S REPORT
To the Members,
The Directors have pleasure in presenting their 60" Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31" March, 2018 incorporating therein the consolidated financial statement covering the activities of its subsidiary BEMCO FLUIDTECHNIK LLP.
1. FINANCIAL SUMMARY/HIGHLIGHTS,OPERATIONS,STATE OF AFFAIRS:
[Read with Section 134 of the Companies Act 2013 and Rule 5 (i) of Cos (Accounts) Rules, 2014]
The Company has adopted Indian Accounting Standard ("Ind AS") with effect from 1st April, 2017. Accordingly, the financial statement for the year ended 31st March, 2018 of the company and its subsidiary are prepared with comparative data, in compliance with Ind AS.
(Rs. in lakhs) |
||||
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue From Operations |
4092.31 |
4581.47 |
4226.95 |
4642.60 |
Other Income |
44.54 |
68.92 |
43.54 |
69.25 |
Total Income |
4136.85 |
4650.39 |
4270.49 |
4711.85 |
Profit/(loss) before exceptional items & tax |
145.98 |
102.53 |
123.18 |
46.28 |
Exceptional Items |
- |
282.42 |
- |
282.42 |
Profit/(loss) before tax |
145.99 |
384.95 |
123.18 |
328.70 |
Tax Expense/(Credit) net |
40.81 |
86.57 |
40.82 |
86.57 |
Profit/ (Loss) for the period from continuing ope rations |
105.17 |
298.38 |
82.37 |
242.12 |
Other Comprehensive Income |
13.91 |
(3.74) |
13.91 |
(3.74) |
Total Comprehensive Income/ (loss) for the period |
119.08 |
294.64 |
96.28 |
238.39 |
Standalone
The company has achieved turn over of Rs. 4136.85 Lakhs as against Rs. 4650.39 Lakhs for the previous year. The Total comprehensive income for the year works out to Rs. 119.08 Lakhs as against the profit of Rs. 294.65 Lakhs of the previous year.
Consolidated
The consolidated statement of Bemco hydraulics Limited with Bemco Fluidtechnik LLP is reproduced in brief. The consolidated turnover was Rs.4270.49/- Lakhs as against Rs. 4711.85 lakhs for the previous year. The consolidated Total comprehensive income for the year is of Rs. 96.28/- Lakhs as against the profit of Rs. 238.39/- lakhs for the previous year.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
Subsequent to the date of Financial Statements (i.e. after 31st March 2018) no significant event has occurred.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under operation there was no change in the nature of business.
4. SHARE CAPITAL
There is no change in the capital structure of the company.
5. DIVIDEND:
Equity Shares:
As the company''s profit amounts to Rs.119.08/- lakhs the board decided to set off past accumulated losses and therefore no dividend is proposed for the financial year2017-18.
Preference Shares:
Due to set off past accumulated losses, the Company is unable to pay dividend on preference shares for the year including arrears thereof for the year ended on 31" March, 2018 as under:
F. Y. ended on |
No. of Preference Shares |
Amount of Dividend in Rs. |
31st March 2016 |
3,20,000 |
1,05,60,000/- |
31st March 2017 |
3,20,000 |
1,40,80,000/- |
31st March 2018 |
3,20,000 |
1,67,20,000/- |
These preference shares are held by the promoters themselves as borne by the list of preference share holders as under: 1. MOHTA CAPITAL PRIVATE LIMITED 2. UD FINNVEST PRIVATE LIMITED 3. SRI RAMACHANDRA ENTERPRISES PRIVATE LIMITED |
In view of the above, Company is carrying the above amount as Liability towards Dividend on Preference Shares
As, no Dividend is paid on preference shares for F. Y. 2015-16,2016-17 and also for F Y 2017-18, the Preference Share holders would get voting rights on par with equity share holders, in terms of the provisions of Section 47 of the Companies Act 2013 on and after the forthcoming AGM.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
There is no change in the composition of Board of Directors of the Company during the year under report:
DIRECTORS |
||
1. |
Mr. M.M.MOHTA |
- Chairman - Non Executive |
2. |
Mr.ANIRUDH MOHTA |
- Managing Director- Executive |
3. |
Mrs. URMILADEVI MOHTA |
- Director- Non Executive |
4. |
Mr. R. M. SHAH |
- Director- Independent Non- Executive |
5. |
Mr.N.K.DAGA |
- Director- Independent Non- Executive |
6. |
Mr. DILIP CHANDAK |
- Director- Independent Non- Executive |
KEY MANAGERIAL PERSONNEL- KMP |
|
1. MR.ANIRUDH MOHTA |
-Managing Director |
2. MR. R. B. PATIL |
-Chief Financial Officer |
3. MS.AMRUTA A. TARALE |
-Company Secretary |
7. COMPOSITION OF COMMITTEES: |
|
a. AUDIT COMMITTEE |
|
Chairman: |
Mr. Dilip Chandak- Independent Director |
Other Members: |
Mr. R. M. Shah - Independent Director |
Mr. N. K. Daga- Independent Director |
|
Mr. Anirudh Mohta-Managing Director |
|
b. NOMINATION AND REMUNERATION COMMITTEE |
|
Chairman: |
Mr. R. M. Shah -Independent Director |
Other Members: |
Mr. Dilip Chandak- Independent Director |
Mr. N K Daga - Independent Director |
|
c. STAKE HOLDERS RELATIONSHIP COMMITTEE |
Mrs. Urmila Devi Mohta-Non Executive Director |
Chairman: |
Mr. Dilip Chandak- Independent Director |
Other Members: |
Mr. Anirudh Mohta - Managing Director |
Mrs. Urmila Devi Mohta - Non Executive Director |
Chairman: |
Ms. Kirti Ramchandra Devale- Company Employee |
Other Members: |
Mrs. Madhuri Kulkarni- Company Employee |
Ms. Amruta Tarale- Company Employee |
(ACCOUNTS) RULES 2014)
ANNEXURE |
PAGE NO |
||
a. |
Extract of annual return- Form MGT-9 |
ANNEXURE- I |
10 |
b. |
Number of meetings of the board |
ANNEXURE- II |
15 |
c. |
a. Directors responsibility Statement b. detailsin respect of fraud reported by auditors under sub section (12) of section 143 other than those which are reportable to the central government |
ANNEXURE- II |
15 |
d. |
A statement on declaration given by independent directors under sub- section (6) of section 149. |
ANNEXURE- III |
16 |
e. |
Companies policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided under sub- section (3) of section 178 Ratio of remuneration to each directors |
ANNEXURE- III |
16 |
f. |
Qualification and remarks |
ANNEXURE- IV |
17 |
g. |
Particulars of loan, guarantees or investment under section 186. |
ANNEXURE- IV |
17 |
h. |
Particulars of Subsidiary Company AOC-1 |
ANNEXURE- V |
18 |
I. |
Particulars of contracts or arrangement with related parties referred to in Sub-section 1 of section 188-AOC-2 |
ANNEXURE- VI |
19 |
j. |
The conservation of energy technology absorption, foreign exchange earnings and outgo. |
ANNEXURE- VII |
20 |
k. |
A statement indicating development and implementation of a risk management Policy for the company including identification therein of elements of risk, if any which in the opinion of the board may threaten the existence of the company. |
ANNEXURE- VIII |
21 |
I. |
The details of the policy developed and implemented by the company on corporate social responsibilities taken during the year. |
ANNEXURE- VIII |
21 |
m. |
A statement indicating the manner in which formal annual evaluation has been made by the board of its own performance and that of its committees and individual directors. |
ANNEXURE- VIII |
21 |
n. |
The state of the companies affairs Material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relates and the date of the Company. |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT |
22 |
9. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
At Bemco, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
At Bemco every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Bemco. The Direct Touch (Whistle-Blower & Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.
The Company also has in place ''Prevention of Sexual Harassment Policy''. This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and were no complaints before the ICC during the Financial year 2017-18 as borne out by following table.
SI. No. |
No. of cases filed under the Act before the internal committee |
No. of disposal under the Act |
NIL |
NIL |
10. STATUTORY AUDITOR
The members at the 59th Annual General meeting of the company held on 28th September, 2017 had appointed M/s. S Jaykishan, a partnership firm of Chartered Accountants (Firm Registration number 309005E) as the statutory auditors of the Company to hold office for a period of five consecutive years i.e. from the conclusion of the said Annual General Meeting until the conclusion of 64th Annual General Meeting of the Company to be held in 2022, subject to ratification of their appointment by the shareholders every year.
The Ministry of corporate affairs vide its notification dated 7th May 2018, has dispensed with the requirement of ratification of auditors appointment by the share holders every year. Hence the resolution relating to ratification of auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting.
11. AUDIT REPORTS
The audit conducted by M/s S . Jaykishan, a firm of Chartered Accountants, (Firm Registration No. 309005E) for financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report and it is self explanatory.
12. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s SDR & ASSOCIATES, a Firm of Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report issued in this regard is enclosed to this Report Comments & Observations in Secretarial Audit Report are Explained in Annexure-IV to the Directors Report.
13. INTERNAL AUDIT:
CA Prabhakar Latkan (Chartered Accountant) was appointed to conduct internal audit of the company for the Half financial year ending 30th September, 2017 and M/s. A. C. Bhuteria & Co., Chartered Accountant hwere appointed as internal auditor for the remaining tenure upto the year ending 31st March, 2018. as required under section 138 read with rule 13 of companies (Accounts) Rules, 2014. The internal audit report given by both the auditors does not contain any qualification remark.
14. DISCLOSURE ABOUT COST AUDIT
In pursuance of Section 148 of Companies Act 2013 read with Rule 5(1) of Companies (Cost Record and Audit) Amendment Rules 2014. Mr Umesh Kini, Cost Accountant was appointed to carry out cost compliance certification for the financial year 2017-18. The Company is not covered by cost Audit, Nontheless, cost consciousnesses at all level of operations.
15. 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 is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance. None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure -VI in Form AOC-2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Company''s website at www.bemcohydraulics .net.
16. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 preparation of Corporate governance report is not applicable to our company as it does not fall under the criteria laid down in regulation 25 of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 i.e. our financial year, but as a good ethical practice BEMCO continues to follow corporate Governance practices and a report on corporate governance is uploaded on our website www.bemcohydraulics.net.
17. VIGIL MECHANISM:
The Vigil Mechanism acts as an additional internal element of the Company''s compliance and integrity policies. All employees, directors, vendors, suppliers, dealers and consultants, including auditors and advocates who are associated with BEMCO can raise concerns regarding malpractices and events which may negatively impact the company. Vigil Mechanism has been established under the supervision of the Chief financial Officer and the Company Secretary of the Company. The Audit Committee, and the company secretary reviews the working of the Vigil Mechanism from time to time and make suggestions, if needed. The Vigil protects the whistleblower against victimization for the disclosures made by him/her and ensures complete confidentiality of the whistleblower''s identity and the information provided by him/her. The investigation is conducted honestly, neutrally and in an unbiased manner. The subject or other involved persons in relation with the protected disclosure are also given an opportunity to be heard. Strict disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism. The company has adopted a policy on whistle blower and vigil mechanism where the policy also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The policy on whistle blower and vigil mechanism is also uploaded on the company''s website www.bemcohydraulics.net
18. SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORS:
No regulatory authority has passed any orders having material impact on the Company.
19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
There are sound internal controls commensurate with nature and size of the Company that have been incorporated in the Policy to detect the financial discrepancies well in time. Key policies are defined, understood and enforced. Operating procedures are clearly defined; detailed and harmonized procedures are available across the organization. Several controls are preventive in nature and automated. All stakeholders are aware of their roles and responsibilities with respect to processes and controls. The culture of compliance with laid down guidelines and procedures is evident through the actions and behavior of individuals and teams. The Management Information System ensures that adequate and accurate information is available for reporting and decision making. The Audit committee also evaluates the operating effective ness of Internal Financial Control systems. Moreover:- - Internal Audit is carried out at regular intervals by an Independent Chartered Accountant, who submits his report to the Audit Committee and Board
- Statutory Auditors carry out the verification of Books on every Quarter before submitting their Limited Review Report Board is prompt in maintaining the adequacy of Internal Financial Controls with reference to the Financial Statements
20. LISTING WITH STOCK EXCHANGE:
The Company has paid the Annual Listing Fees for the year 2018-19 to Bombay Stock Exchange where the Company''s Shares are listed.
21. GO GREEN INITIATIVE
Members are requested to support the "Green Initiatives" by registering their Email address with the company, if not already done. with the depository participant where shares are held in demat mode.
Members holding in physical mode are also requested to register their email address with our Registrar and Transfer Agent Adroit Corporate Services Pvt Ltd, 19/20, Jaferbhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai-400059 or Email: [email protected] such registration of
22. ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government, the Banks/ Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.
Date -20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-I
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Managements Administration) Rules, 2014.
1. REGISTRATION & OTHER DETAILS: |
|
i) CIN |
L51101KA1957PLC001283 |
ii) Registration Date |
14/03/1957 |
iii) Name of the Company |
BEMCO HYDRAULICS LIMITED |
iv) Category /Sub category of the Company |
Public Company/ Limited by Shares |
v) Address of the Registered Office and contact details |
|
Address |
Udyambag, Industhal Estate |
Town/City |
BELGAUM |
State |
KARNATAKA |
Pine Code: |
590008 |
Country Name: |
INDIA |
Country Code |
091 |
Telephone (With STD Area Code Number) |
0831-2441980 |
Fax Number |
2441263 |
Email Address |
|
Website |
wvnw.bemcohydraulics.net |
vi) Whether shares listed on recognized Stock Exchanges(s) |
YES |
vi) Name, Address & contact details of Registrar & Transfer Agent, if any; Registrar & Transfer Agents (RTA):-Address Town/City State Pine Code: Telephone (With STD Area Code Number) Fax Number Email Address |
ADROIT CORPORATE SERVICES PVT LTD 17-20, Jaferbhoy Industrial Estate, Makawana Road, Marol Naka, Andheri(E) MUMBAI MAHARASHTRA 400059 022-42270400 022-28503748 [email protected] |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) |
|
S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company |
|
1 Hydraulics Press 8462 61% |
|
2 Hydraulic Equipments 8425 39% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES |
|||||
S. No. |
Name and address of the Company |
LLPIN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable Section |
1 |
BEMCO FULIDTECHNIK LLP |
AAI-6810 |
Subsidiary |
65.00% |
2(87) |
IV. SHARE HOLDING PATTERN
(Equity share capital breakup as percentage of total equity)
i) Category-wise Share Holding
Category of Shareholders |
No. of Shares held at the beginning of the year [As on 31-March-2017] |
No. of Shares held at the end of the year [As on 31-March-2018] |
% Change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
A. Promoters |
|||||||||
(1) Indian |
|||||||||
a) Individual/ HUF |
|||||||||
b) Central Govt |
|||||||||
c) State Govt(s) |
|||||||||
d) Bodies Corp. |
12,18,703 |
12,18,703 |
55.73% |
12,18,703 |
12,18,703 |
55.73% |
0.00% |
||
e) Banks /Fl |
|||||||||
f) i) Directors Relatives |
35,456 |
35,456 |
1.62% |
35,456 |
35,456 |
1.62% |
0.00% |
||
ii) Directors |
3,79,111 |
3,79,111 |
17.34% |
3,79,111 |
3,79,111 |
17.34% |
0.00% |
||
Sub Total (A) (1) |
16,33,270 |
16,33,270 |
74.69% |
16,33,270 |
16,33,270 |
74.69% |
0.00% |
||
(2) Foreign |
|||||||||
a) NRI Individuals |
|||||||||
b) Other Individuals |
|||||||||
c) Bodies Corp. |
|||||||||
d) Any other |
|||||||||
Sub Total (A) (2) |
|||||||||
TOTAL (A) |
16,33,270 |
16,33,270 |
74.69% |
16,33,270 |
16,33,270 |
74.69% |
0.00% |
||
B. Public Shareholding |
|||||||||
1. Institutions |
|||||||||
a) Mutual Funds |
|||||||||
b) Banks /Fl |
|||||||||
c) Central Govt |
93 |
93 |
0.01% |
93 |
93 |
0.01% |
0.00% |
||
d) State Govt(s) |
|||||||||
e) Venture Capital Funds |
|||||||||
f) Insurance Companies |
|||||||||
9) Flls |
|||||||||
h) Foreign Venture Capital Funds |
|||||||||
i) Others (specify) |
|||||||||
Sub-total (B)(1):- |
93 |
93 |
0.01% |
93 |
93 |
0.01% |
0.00% |
||
2. Non-Institutions |
|||||||||
a) Bodies Corp. |
|||||||||
i) Indian |
1,72,4g4 |
1,500 |
1,73,994 |
8.00% |
1,55,282 |
1,500 |
1,56,782 |
7.17% |
-0.83% |
ii) Overseas |
|||||||||
b) Individuals |
|||||||||
i) Individual shareholders |
|||||||||
holding nominal share |
|||||||||
capital upto Rs. 1 lakh |
82,659 |
1,93,550 |
2,76,209 |
12.63% |
1,06,675 |
1,85,350 |
2,92,025 |
13.35% |
0.72% |
ii) Individual shareholders |
|||||||||
holding nominal share |
|||||||||
capital in excess of Rs 1 lakl |
97,000 |
97,000 |
4.44% |
97,000 |
97,000 |
4.44% |
0.00% |
||
c) Others Clear Mem |
49 |
49 |
0.00% |
25 |
25 |
0.00% |
0.00% |
||
Non Resident Indians |
405 |
405 |
0.01% |
1,825 |
1,825 |
0.08% |
0.07% |
||
Corporate Bodies |
|||||||||
Foreign Nationals |
|||||||||
Cleahng Members |
|||||||||
Trusts |
|||||||||
Directors |
5,680 |
5,680 0.26% |
5,680 |
5,680 |
0.26% |
0.00% |
|||
1,95050 |
5,53,337 |
25.30% |
1,92,530 |
553,337 |
25.30 |
||||
Total Public (B) |
3,58,380 |
1,95,050 |
5,53,430 |
25.31% |
3,60,900 |
1,92,530 |
5,53,430 |
25.31% |
|
C. Shares held by Custodian for |
|||||||||
Grand Total (A B C) |
21,86,700 |
100.00% |
21,86,700 |
100.00% |
0.00% |
ii) Shareholding of Promoter
Shareholding at the beginning of the year |
Shareholding at the end of the year |
% change in shareholding during the year |
||||||
SI No. |
Shareholder''s Name |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged/ encumbered to total shares |
No. of Shares |
% of total Shares of the company |
% of Shares Pledged/ encumbered to total shares |
|
1 |
ANANYA ANIRUDH MOHTA |
16,728 |
0.76% |
16,728 |
0.76% |
_ |
0.00% |
|
2 |
ANIRUDH MOHTA |
1,03,260 |
4.27% |
1,03,260 |
4.27% |
0.00% |
||
3 |
MADAN MOHAN MOHTA |
18,728 |
0.86% |
18,728 |
0.86% |
0.00% |
||
4 |
MADAN MOHAN PREM RATAN MOHTA |
67,183 |
3.07% |
- |
67,183 |
3.07% |
- |
0.00% |
5 |
MOHTA CAPITAL PVT LTD |
6,65,606 |
30.44% |
3,80,606.00 |
6,65,606 |
30.44% |
3,80,606.00 |
0.00% |
6 |
SRI RAMCHANDRA ENTERPRISES (P) LTD |
3,34,697 |
15.31% |
1,99,697.00 |
3,34,697 |
15.31% |
1,99,697.00 |
0.00% |
7 |
UD FINNVEST PVT LTD |
2,18,400 |
9.99% |
75,707.00 |
2,18,400 |
9.99% |
75,707.00 |
0.00% |
8 |
URMILA DEVI MOHTA |
2,08,668 |
9.54% |
- |
2,08,668 |
9.54% |
- |
0.00% |
iii) Change in Promoters'' Shareholding (please specify, if there is no change)
Shareholding |
Date |
Increase/ (Decrease) in shareholding |
Reason |
Cumulative Shareholding during the year |
||||
No of Shares at the beginning (01.04.2016)/ end of the year (31.03.2017) |
% of total Shares of the Company |
|||||||
SI No. |
Shareholder''s Name |
No of Shares |
% of total Shares of the Company |
|||||
NIL |
iv) Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding |
Cumulative Shareholding |
|||||||
SI No. |
Shareholder''s Name |
No of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018) |
% of total Shares of the Company |
Date (*) |
Increase/ (Decrease) in shareholding |
Reason |
during the year |
|
No of Shares |
% of total Shares of the Company |
|||||||
1 |
Sungrace Finvest Pvt Ltd |
1,69,755 |
7.76% |
14.04.2017 |
1,000 |
SELL |
1,68,755 |
7.71% |
07.07.2017 |
5800 |
SELL |
162955 |
7.45% |
||||
14.07.2017 |
620 |
SELL |
1,62,335 |
7.42% |
||||
28.07.2017 |
500 |
SELL |
1,61,835 |
7.40% |
||||
04.08.2017 |
310 |
SELL |
1,61,525 |
7.39% |
||||
23.02.2018 |
8,508 |
SELL |
1,53,017 |
7.00% |
||||
02.03.2018 |
3,033 |
SELL |
1,49,984 |
6.86% |
||||
09.03.2018 |
327 |
SELL |
1,49,657 |
6.84% |
||||
26.03.2018 |
1,49,657 |
SELL |
||||||
149657 |
6.84% |
30.03.2018 |
1,49,657 |
BUY |
1,49,657 |
6.84% |
||
2 |
Hitesh Ramji Javeri |
49,000 |
2.24% |
NIL movement |
49,000 |
2.24% |
||
during the year |
||||||||
3 |
Harsha Ramji Javeri |
48,000 |
2.20% |
NIL movement |
48,000 |
2.20% |
||
during the year |
||||||||
4 |
Dhruva Shumsher Rana |
200 |
_ |
09.06.2017 |
200 |
BUY |
400 |
0.00% |
16.06.2017 |
1300 |
BUY |
1,700 |
0.07% |
||||
23.06.2017 |
847 |
BUY |
2,547 |
0.12% |
||||
30.06.2017 |
101 |
BUY |
2,648 |
0.12% |
||||
07.07.2017 |
2175 |
BUY |
4,823 |
0.22% |
||||
17.07.2017 |
200 |
BUY |
5,023 |
0.23% |
||||
21.07.2017 |
300 |
BUY |
5,323 |
0.24% |
||||
28.07.2017 |
50 |
BUY |
5,373 |
0.25% |
||||
11.08.2017 |
190 |
BUY |
5,563 |
0.25% |
||||
22.09.2017 |
600 |
BUY |
6,163 |
0.28% |
||||
27.10.2017 |
200 |
BUY |
6,363 |
0.29% |
||||
03.11.2017 |
320 |
BUY |
6,683 |
0.31% |
||||
17.11.2017 |
30 |
BUY |
6,713 |
0.31% |
||||
01.12.2017 |
50 |
BUY |
6,763 |
0.31% |
||||
23.02.2018 |
6763 |
SELL |
||||||
02.03.2018 |
6663 |
BUY |
6,663 |
0.30% |
||||
09.03.2018 |
100 |
SELL |
6,563 |
0.30% |
||||
26.03.2018 |
6563 |
SELL |
||||||
6462 |
0.29% |
30.03.2018 |
6462 |
BUY |
6,462 |
0.29% |
||
5 |
Ramesh Shah |
5,680 |
0.26% |
0 |
NIL movement |
5,680 |
0.26% |
|
during the year |
||||||||
5,680 |
0.26% |
|||||||
6 |
Ami Hitesh Javeri |
5,100 |
0.23% |
NIL movement |
5,100 |
0.23% |
||
during the year |
||||||||
5100 |
0.00% |
|||||||
Miiali Hitesh Javari |
- |
movement during the year |
5,099 |
0.20% |
||||
5,099 |
0.23% |
|||||||
8 |
G C Jha |
3,466 |
0.16% |
NIL movement during the year |
3,466 |
0.16% |
||
.. |
3,466 |
0.16% |
||||||
mm |
Piyush Rajnikant Shah |
2,201 |
0.10% |
07.04.2017 |
1 |
SELL |
2,200 |
0.10% |
14.04.2017 300 |
SELL |
1,900 |
0.08% |
|||||
28.04/2017 53 |
BUY |
1,953 |
0.09% |
|||||
07.07.2017 |
1297 |
BUY |
3,250 |
0.15% |
||||
28.07.2017 |
650 |
BUY |
3,900 |
0.18% |
||||
04.08.2017 |
205 |
BUY |
4,105 |
0.19% |
||||
01.09.2017 1 |
BUY |
4,160 |
0.19% |
|||||
23.02.2018 4,160 |
SELL |
|||||||
02.03.2018 2,990 |
BUY |
2,990 |
0.14% |
|||||
26.03.2018 |
2,990 |
SELL |
||||||
2990 |
0.14% |
30.03.2018 |
2,990 |
BUY |
2,990 |
0.14% |
* Date of transfer has been considered as the date on which the beneficiary position was provided by the Depository of the Company
v) Shareholding of Directors and Key Managerial Personnel:
SI No. |
Shareholding of each Directors and each Key Managerial Personnel |
Shareholding |
Cumulative Shareholding during the year |
||
No of Shares at the beginning (01.04.2017)/ end of the year (31.03.2018) |
% of total Shares of the Company |
||||
No of Shares at the end of the year |
% of total Shares of the Company |
||||
1 |
Madan Mohan Mohta |
18,728 |
0.86% |
18,728 |
0.86% |
18,728 |
0.86% |
||||
2 |
Anirudh Mohta |
1,03,260 |
4.72% |
1,03,260 |
4.72% |
1,03,260 |
4.72% |
||||
3 |
Urmila Devi Mohta |
2,08,668 |
9.54% |
2,08,668 |
9.54% |
2,08,668 |
9.54% |
||||
4 |
R M Shah |
5,680 |
0.26% |
5,680 |
0.26% |
5,680 |
0.26% |
||||
5 |
Dilip Chandak |
0.00% |
|||
- |
- |
||||
6 |
N K Daga |
- |
- |
- |
0.00% |
- |
- |
||||
7 |
R.B.Patil |
35 |
0.00% |
35 |
0.00% |
35 |
0.00% |
||||
8 |
Amruta Ashok Tarale |
- |
- |
- |
0.00% |
- |
- |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
S. No. |
Particulars of Remuneration |
Name of MD/WTD/ Manager |
Total Amount (Rs) |
Name Designation |
Anirudh Mohta Managing Director |
||
1 |
Gross salary |
||
(a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961 |
54,00,000/- |
54,00,000/- |
|
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
3,59,882/- |
3,59,882/- |
|
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
|
2 |
Stock Option |
||
3 |
Sweat Equity |
- |
- |
4 |
Commission |
_ |
_ |
- as % of profit |
_ |
_ |
|
- others, specify |
- |
- |
|
5 |
Others, please specify - Returement Benefits |
- |
- |
Total (A) |
57,59,882/- |
57,59,882/- |
|
Ceiling as per the Act |
84,00,000/- |
84,00,000/- |
B. Remuneration to other Directors
SI No. |
Particulars of Remuneration |
Name of Directors |
Total Amount (Rs) |
||||
Madan Mohan Mohta |
Urmila Devi Mohta |
Ramesh M Shah |
Dilip P Chandak |
Naval K Daga |
|||
1 |
Independent Directors |
||||||
Fee for attending board committee meetings |
6,000 |
7,000 |
7,000 |
20,000 |
|||
Commission |
- |
- |
- |
- |
- |
||
Others, please specify |
- |
- |
- |
- |
|||
Total (1) |
- |
6,000 |
7,000 |
7,000 |
20,000 |
||
2 |
Other Non-Executive Directors |
- |
- |
- |
- |
- |
- |
Fee for attending board committee meetings |
7,000 |
7,000 |
- |
- |
- |
14,000 |
|
Commission * |
|||||||
Others |
- |
- |
- |
- |
- |
- |
|
Total (2) |
7,000 |
7,000 |
- |
- |
- |
14,000 |
|
Total(B)=(1 2) |
7,000 |
7,000 |
6,000 |
7,000 |
7,000 |
34,000 |
|
Total Managerial Remuneration |
_ |
_ |
_ |
||||
Overall Ceiling as per the Act |
- |
- |
- |
- |
- |
N.A. |
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
S.No. |
Particulars of Remuneration |
Name of Key Managerial Personnel |
Total Amount (?) |
|
Name Designation |
Rajagonda B Patil CFO |
Amruta Ashok Tarale CS |
||
1 |
Gross salary |
|||
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
7,29,500.00 |
2,88,000.00 |
||
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
1,37,799.00 |
1,41,451.00 |
||
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
||||
2 |
Stock Option |
- |
- |
- |
3 |
Sweat Equity |
- |
- |
- |
4 |
Commission |
_ |
_ |
_ |
- as % of profit |
- |
- |
- |
|
- others, specify |
- |
- |
- |
|
5 |
Others, please specify |
- |
- |
- |
Total |
8,67,299.00 |
4,29,451.00 |
12,96,750.00 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type |
Section of the Companies Act |
Brief Description |
Details of Penalty/ Punishment/ Compounding fees imposed |
Authority [RD / NCLT/ COURT] |
Appeal made, if any (give Details) |
A. COMPANY Penalty Punishment Compounding |
|||||
B. DIRECTORS Penalty Punishment Compounding |
NIL |
||||
C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding |
- |
Date-20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-II
(Annexure to director''s report- statutory Disclosures)
NUMBER OF MEETINGS OF THE BOARD
During the financial year under review, 7(Seven) Board Meetings were held &the details of Board Meetings are given below:
Sr.No |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
30/05/2017 |
6 |
5 |
2 |
18/08/2017 |
6 |
6 |
3 |
12/09/2017 |
6 |
6 |
4 |
13/10/2017 |
6 |
6 |
5 |
13/12/2017 |
6 |
6 |
6 |
09/02/2018 |
6 |
6 |
7 |
23/02/2018 |
6 |
6 |
DIRECTOR''S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts 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
Date-20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-III
(Annexure to director''s report- statutory Disclosures)
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of the Company confirming that, they meet the criteria of Independence as prescribed both under Section 149(6)of the Companies Act 2013 read with Schedule IV of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
CRITERIA OF SELECTION OF NON EXECUTIVE DIRECTORS
manufacturing, marketing, finance, taxation law, governance and general management.
The A&R Committee shall consider the following attributes/ criteria, whilst recommending to the Board the candidature for appointment as Director.
i). Qualification, expertise and experience of the Directors in their respective fields
ii). Personal, Professional or business standing iii). Diversity of the Board. In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level
REMUNERATION
The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board Meetings.
A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board attended by him, of such sum as may be approved by the Board of Directors
within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
REMUNERATION POLICY FOR THE DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES.
of remuneration and performance benchmark is clear.
The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and
other factors mentioned herein- above, whilst recommending the annual increment and performance incentive to the N & R Committee for its review and approval.
Ratio of Remuneration
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; |
Only Mr. Anirudh Mohta - MD is remunerated and Ratio of his Remuneration to that of the median remuneration of the Employees of the Company works out to 1.97. |
|||||
(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; |
Name |
Designation |
2017-18 |
2016-17 |
Incr. % |
|
Anirudh Mohta |
MD |
57,59,882/- |
27,00,000/- |
113% |
||
R B Patil |
CFO |
8,67,299/- |
6,86,209/- |
26% |
||
Amruta Tarale |
CS |
4,29,451/- |
3,34,900/- |
28% |
||
(iii) the percentage increase in the median remuneration of employees in the financial year; |
2016-17 |
2017-18 |
Incr. |
|||
1,18,611 |
1,21,533 |
2.46% |
||||
(iv) the number of permanent employees on the rolls of company; |
268 |
|||||
(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; |
1. Average Percentile Increase already made in the salaries of employees other than managerial in the last Financial year = 6.57% 2. percentile increase in the managerial remuneration = 89.64% |
|||||
(vi) the key parameters for any variable component of remuneration availed by the directors; |
Not Applicable |
|||||
(vii) Affirmation that the remuneration is as per the remuneration policy of the company. |
Remuneration paid to all Employees is in accordance with the Remuneration Policy |
STATEMENT SHOWING DETAILS OF EMPLOYEES OF THE COMPANY:
(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; (i) designation of the employee; (ii) remuneration received; (iii) nature of employment, whether contractual or otherwise; (iv) qualifications and experience of the employee; (v) date of commencement of employment; (vi) the age of such employee; (vii) the last employment held by such employee before joining the company; (viii) the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above; and (ix) whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager: The employee, if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; The employee, if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; The employee, if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. |
None of the Employee of the Company including Managing Director is in receipt of Remuneration exceeding Rs. one crore and two Lakhs per annum or at the said rate for any part of the year. |
Date -20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-IV
(Annexure to director''s report- statutory Disclosures)
QUALIFICATIONS IN AUDIT REPORTS
Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer madeâ
(a) by the statutory auditor in his report: NIL and
(b) by the Secretarial Auditor in their Secretarial Audit report:
Remark : "During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above except that, though the company has submitted to stock exchange voting result as per regulation 44 (3) of the SEBI (LODR) Regulations, 2015, the same being not within forty eight hours of conclusion of its Annual General Meeting, but Scrutinizer report was filed within time."
It is true that there was delay of three days in intimating the outcome of the voting results at the AGM. The Directors seek to explain that the BSE had prescribed new XBRL format of intimation which was not accepting certain data hence a representation was made to the BSE who had had replied to the Company, besides, there were holidays in the intervening period namely, Saturday the 30th September 2017 was DASARA, next day was Sunday, Monday being 2nd October was again a holiday on account of Gandhi Jayanti. Nonetheless, the secretarial Department did the compliance on the earliest working day. Thus, the delay was of mere technical in nature.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The investments in shares and other securities held by the Company were made much prior to notification of section 186 of the Companies Act, 2013 and after notification of section 186 of the Companies Act, 2013 the company has not made any investment in shares and securities.
SECURED LOANS:
Company has not provided any Secured Loan to anybody during the year.
UNSECURED LOANS:
Company has not provided any Loan except to its Employees as Salary Advance.
CURRENT/NON-CURRENT INVESTMENTS:
Company has not made any investments neither in Share Capital (Except its subsidiary company) nor in any other Form.
GUARANTEES:
Customers during warranty period of supply of Goods.
SECURITIES EXTENDED
In normal course of business Company needs to provide the Warranty certificates for the goods supplied. And no other security is extended during the year.
(1) Subsidiary Company:
A subsidiary company namely BEMCO FLUIDTECHNIK PRIVATE LIMITED - (CIN U29248KA2015PTC078838) which was incorporated on 13th February, 2015 was converted as BEMCO FLUIDTECHNIK LLP, a Limited Liability Partnership registered under the Limited Liability Partnership Act, 2008 on 27th February, 2017.
The Limited Liability Partnership agreement was executed between the partners on 17th March, 2017. The partners to the LLP are:
1. BEMCO HYDRAULICS LIMITED.
2. MR.JAGDISH JOSHI
3. MR.NAVEEN PADAMNOOR and
4. MRS.URMILADEVI MOHTA.
The contribution to the LLP is Rs. 1,00,000/- and the amount of partner''s contribution is as under:
1. BEMCO HYDRAULICS LIMITED |
- Rs. 65.000/- |
2. MR.JAGDISH JOSHI |
- Rs. 20.000/- |
3. MR. NAVEEN PADAMNOOR |
- Rs. 10.000/- |
4. MRS. URMILADEVI MOHTA. |
- Rs. 5.000/- |
All the partners of the LLP are appointed as designated partners. Even after conversion into LLP the business activities remain the same as that of private Limited.
FINANCIAL STATEMENTS
The Company has adopted Indian Accounting Standard ("Ind AS") with effect from 1st April, 2017. Accordingly, the financial statement for the year ended 31st March, 2018 of the company and its subsidiary are prepared with comparative data, in compliance with Ind AS. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure V to the Board''s Report. The statement provides the details of performance and financial position of the subsidiary. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available on our website, www.bemcohydraulics.net. These documents will also be available for inspection till the date of the AGM during business hours at our registered office in Belgaum, India.
(2) Associate Companies:
In terms of sub Section (6) of Section 2 of the Companies Act 2013, the company has no Associate Company.
Date -20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-V
(Annexure to director''s report- statutory Disclosures)
FORM NO. AOC.1
(Pursuant to first proviso to sub- section (3) of section 129 read with rule 5 of companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ Joint ventures.
PART "A": Subsidiaries
(Information in respect of each subsidiary to be presented in amount in Rs.)
1. |
Name of subsidiary: |
BEMCO FLUIDTECHNIK LLP (Formerly known as BEMCO FLUIDTECHNIK PRIVATE LIMITED) |
2. |
Reporting Period: |
2017-18 |
3. |
Reporting currency and exchange rate in case of foreign subsidiaries: |
NA |
4. |
Share capital/Partners Contribution: reserves and surplus: |
Rs. 1,00,000/- |
Rs. (1,26,32,906)/- |
||
5. |
Total Assets: |
Rs. 1,43,24,396/- |
6. |
Total Liabilities: |
Rs. 65,52,968/- |
7. |
Investment: |
- |
8. |
Turnover: |
Rs. 1,80,52,477/- |
9. |
Profit before taxation: |
Rs. (22,80,669)/- |
10. |
Provision for taxation: |
- |
11. |
Profit after taxation: |
Rs. (22,80,669)/- |
12. |
Proposed dividend: |
- |
13. |
% of share holding |
65% |
Note: The following information shall be furnished at the end of the statement
1. Name of subsidiaries which are yet to commence operations.-NIL
2. Name of subsidiaries which have been liquidated or sold during the year.-NIL
PART "B": Associate and Joint Ventures
Statement pursuant to section 129 (3) of the companies Act, 2013 related to associated companies and Joint venture.
Name of Associate/ Joint Venture |
Name 1 |
Name 2 |
Name 3 |
1. Latest audited Balance sheet Date |
|||
2. Shares of Associate/ Joint venture held by the Company on the Year end. No. Amount of investment in Associate/ Joint Venture Extent of Holding |
|||
3. Description on how there is significant influence. |
/ |
||
4. Reason why the Associate/ Joint venture is not consolidated. |
|||
5. Net worth attributable to shareholding as per latest audited Balance Sheet. |
|||
6. Profit / Loss for the year i. Considered in consolidation ii. Not Considered in consolidation |
/ |
Date-20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-VI
(Annexure to director''s report- statutory Disclosures)
FORM NO. AOC.2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Details of contracts or arrangements or transactions not at arm''s length basis
(a) |
Name(s) of the related party and nature of relationship |
N.A |
(b) |
Nature of contracts/arrangements/transactions |
N.A |
(c) |
Duration of the contracts/arrangements/transactions |
N.A |
(d) |
Salient terms of the contracts or arrangements or transactions including the value, if any |
N.A |
(e) |
Justification for entering into such contracts or arrangements or transactions |
N.A |
(f) |
date(s) of approval by the Board |
N.A |
(g) |
Amount paid as advances, if any |
N.A |
(h) |
Date on which the special resolution was passed in general meeting as required under first proviso to section 188 |
N.A |
Details of material contracts or arrangement or transactions at arm''s length basis
(a) |
Name(s) of the related party and nature of |
BEMCO HYDRAULICS LIMITED |
BEMCO FLUIDTECHNIK LLP, BEMCO PREMISES KHANAPUR ROAD UDYAMBAG BELGAUM- 590008. Son Mr. Anirudh Mohta and Mother Mrs. Urmila Devi Mohta are directors of the Company. |
L& G STEEL AND COMMODITIES (P) LTD-PLOT NO.3, DEFENCE COLONY, R. C. NAGAR, 2ND STAGE, BELGAUM-590008 Daughter & Grandson of Mr. M. M. Mohta & Mr. Urmila Devi Mohta are Director of this Company |
SREE RAM STEELS BEMCO PREMISES KHANAPUR ROAD UDYAMBAG BELGAUM-590008. Grandson of Mr. M.M. Mohta & Mr. Urmila Devi Mohta are Director of this Company |
(b) |
Nature of contracts/ arrangements/transactions |
Remuneration paid to Managing Director-Appointment to any office or place of profit |
Purchase of goods, and Renting of Immovable property |
Purchase of steel and sale of scrap |
Purchase of goods and Renting of Immovable property |
(c) |
Duration of the contracts/ arrangements/transactions |
For FY 2017-18 |
For FY 2017-18 |
For FY 2017-18 |
ForFY2017-18 |
(d) |
Salient terms of the contracts or arrangements or transactions including the value, if any |
1) Rs. 57,57,4821-Remuneration payable. |
1) Purchase of goods worth Rs. 44,50,130/-2) Sale of Materials Rs. 2,30,464/-3) Lease rent Rs. 1,20,000/ |
1) Purchase of goods worth Rs. 1,35,13,957/-2) Sale of Scrap worth Rs. 57.691/-3) Lease rent Rs. 7,29,643/ |
1) Purchase of goods worth Rs. 60,96,222 /-2) Lease rent Rs. 52,428/- |
(e) |
Date(s) of approval by the Board, if any: |
Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Nomination & Remuneration committee |
Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Audit committee |
Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Audit committee |
Transactions being at an arm''s length and in ordinary course of business, board approval not necessary. However, pursuant to listing agreement, these transactions are approved by Audit committee |
(f) |
Amount paid as advances, if any: |
Nil |
Nil |
NIL |
Date -20th June, 2018 M. |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-VII
(Annexure to director''s report- statutory Disclosures) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. CONSERVATION OF ENERGY:
Steps taken / impact on conservation of energy, with special reference to the following: |
Operations of the Company are not energy intensive however, conscious efforts are made at all levels of operations to conserve energy and minimize its use. Over the years, the factory lay out is modified to allow maximum use of sun light in factory premises, power capacitors are used and automatic power shut down devices are installed when the machines are in idling mode. |
Steps taken by the company for utilizing alternate sources of energy including waste generated |
As above |
Capital investment on energy conservation equipment |
NIL |
B. TECHNOLOGY ABSORPTION:
1 |
Efforts, in brief, made towards technology absorption. |
Company''s Designing & Engineering team continuously keep track and keep updating new technology in field of operation. |
2 |
Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. |
Products manufactured are technically superior to Conventional Products |
3 |
In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: (a) Details of technology imported. (b) Year of import, (c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore. |
Not Applicable. Company has not Imported any Technology during the last 3 years. |
4. |
The expenditure incurred on research and development. |
NIL |
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
C.I.F. VALUE OF IMPORTS, EXPENDITURE AND EARNING IN FOREIGN CURRENCY
Particulars |
2017-18 Rs. |
2016-17 Rs. |
I) C.I.F. Value of Imports: Raw Materials And Components |
58,13,878/- |
30,68,104/- |
II) Expenditure in Foreign Currency: (paid/payable) Traveling |
5,96,092/- |
5,21, 664/- |
Technical Know How (Paid/Payable) |
NIL |
NIL |
Technical Assistance |
NIL |
NIL |
Exhibition Expenses |
NIL |
NIL |
iii) Earnings in Foreign Exchange: FOB value of Exports |
83,31,087/- |
1,26,84,838/- |
23. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
(a) Accepted during the year; |
NIL |
(b) Remained unpaid or unclaimed as at the end of the year; |
N.A. |
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: i. at the beginning of the year ii. maximum during the year iii. at the end of the year |
N.A. N.A. N.A. |
(d) Details of deposits which are not in compliance with the requirements of Chapter V of the Act |
N.A. |
Date -20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
ANNEXURE-VIII
(Annexure to director''s report- statutory Disclosures)
RISK MANAGEMENT POLICY:
The RISK MANAGEMENT POLICY is in compliance with Section 134 (3) (n) of the Companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires the Company to lay down procedure for risk assessment and procedure for risk minimization. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
The Board ensures that all the current and future material risk exposures of the company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management. The Company enables compliance with all appropriate laws and regulations, wherever applicable, through the adoption of best practices.
The Board of Directors of the Company and the Audit Committee periodically reviews and evaluates the risk management system of the Company so that the management controls the risks through properly defined network. Head of Departments are responsible for implementation of the risk management system as may be applicable to their respective areas of functioning, and they report to the Board and Audit Committee when circumstances require.
Company is working at the Norms laid down in the ISO 9001-2008 & ISO 14001-2004 and strictly follow all the norms and procedures to overcome the various risk factors.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
As the company does not fall within the criteria laid down in section 135 of the Companies Act, 2013, nothing under this head is applicable statutorily but the Boards'' commitmentto social cause remains.
FORMAL ANNUAL EVALUATION /BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (''SEBI Listing Regulations'').
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee
preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Date -20th June, 2018 |
M. M. MOHTA |
ANIRUDH MOHTA |
Place -BELGAUM |
Chairman |
Managing Director |
DIN-00068884 |
DIN-00065302 |
|
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka |
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 56th ANNUAL REPORT
together with the Audited Accounts of the Company for the year-ended
31st March 2014.
FINANCIAL RESULTS:
The Financial results for the year under review in comparison with the
previous year are given below:
2013-2014 2012-2013
Rs. Rs.
1 Gross Profit/(Loss) for the year
after meeting all operating
expenses but before interest and
depreciation amounts to: (1,77,34,229) 4,66,50,616
2 Deduction there from: Interest 3,93,10,119 3,04,12,042
3 Profit before depreciation (5,70,44,348) 1,62,38,574
4 Depreciation for the year 1,20,44,807 61,73,918
5 Profit before Taxation - (PBT) (6,90,89,155) 1,00,64,656
6 Provision for Taxation - (21,10,750)
7 Deferred Tax 2,14,97,000 (15,36,000)
8 Profit after Taxation - (PAT) (4,75,92,155) 64,17,906
9 Income tax Earlier Years (72,910) (8,08,629)
10 Net Profit (4,76,65,065) 56,09,277
11 Surplus brought forward 1,04,52,185 1,01,92,783
12 Profit Available for
Appropriation (3,72,12,880) 1,58,02,060
13 Transferred to general Reserve - 10,00,000
14 Transferred to Capital redemption
Reserve - -
15 Provision of Dividend on
Preference Shares - 37,18,000
16 Provision for Income Tax on
Dividend - 6,31,874
17 Balance carried to Balance Sheet (3,72,12,880) 1,04,52,186
DIVIDEND:
On Equity:
ON account of loss sustained during the year, the Board regrets its
inability to recommend any dividend on equity shares.
On Preference Shares:
Considering the loss for the year under report, the Company proposes
not to pay dividend, amounting to Rs. 37,18,000/-, on 3,38,000 Nos of
Cumulative Redeemable Preference Shares @11% for the year-ending on
31st March 2014. This contingent liability has been carried forward,
which has to be discharged against future profits.
CHANGE IN CAPITAL:
Equity:
During the year under report, your company has raised the equity share
capital to the tune of Rs. 34,00,000/ - by issuing 3,40,000 Equity
Shares, having face value of Rs. 10/- each @ the price of Rs. 60/- each
to the Promoters and other than Promoters, on Preferential Basis. Thus
the equity Capital has been increased by Rs. 34,00,000/- and Security
Premium has been increased by Rs. 1,70,00,000/-
Preference Shares:
In terms of the issue 18,000/- Redeemable, Cumulative preference Shares
which were due on 31st March 2014 have been redeemed from out of the
proceeds of fresh issue.
OPERATING RESULTS AND PROFITS:
The estimated Gross revenue, during year under report has been hit by
not only by Indian recessionary trend but also by downward trend in
Global Economy.
The company''s status in this respect is as under:
* The net Revenue Income during year under review has been decreased by
16.87%
* Gross loss during the year under review is Rs. 177.34 Lakhs as
against the Gross profit of Rs. 466.51 Lakhs during the previous year
ended on 31st March 2013.
* The Loss for the year 2013-14 contains a Big Impact of:
1. Rs. 108.04 Lakhs on account of Currency Fluctuation on the payables
of Foreign Currency to the foreign collaborators, which is not the
actual loss but it is notional loss and are required to be accounted
for, as per the Indian Accounting Standards.
2. Rs. 36.03 Lakhs on account of Provision for the receivables more
than three years which are actually not the bad debts, but, again those
are accounted for, as per the Indian Accounting Standards.
* However, looking at future growth, the company has extended the
production facilities by investing in additional factory shed, plant
and machinery.
FUTURE PROSPECTS:
Your company is in continual process of changing over of product-mix by
using the advanced technology & adding some critical components in the
product list of the company.
At present your Company has already executed the orders worth Rs.
1287.46 Lakhs till date and the orders worth Rs. 1966.24 Lakhs are in
hand to execute in the current year. In addition to this, orders worth
Rs. 1591.93 Lakhs are in pipelines. Further healthy enquiries are
being received regularly, and the management feels that most of them
will be converted into firm orders. However, company is setting the
sales target, for 2014-15, of Rs. 3720/- Lakhs on conservative basis.
To sum up, the outlook for the next year looks bright.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 (THE Act) the
Directors, based on the representation received from the Operating
Management, confirm that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures from the same.
(ii) They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give
true and fair view of the state of affairs of the Company at the end of
the financial year and of the loss of the company for that period.
(iii) They have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records with the provisions of the Act, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) They have prepared annual accounts of the Company on a ''Going
Concern'' basis.
CHANGE IN EXECUTIVE DIRECTORS
Tenure of Mr. Anirudh Mohta as Joint Managing Director of the Company
expired on 31st March 2014 and he has been appointed as the Managing
Director, in the Board Meeting held on 1st April 2014.
Mr. M. M. Mohta - Chairman and Managing Director of the Company whose
tenure too expired on 31st March 2014 and was reappointed as executive
Director in the Board meeting held on 1st April 2014. However, he
expressed his unwillingness to continue as Executive Director and
resigned from his post. Considering his request, Board has appointed
him as Non Executive Chairman of the Company In view of resignation of
Mr. M. M. Mohta from his executive post, the Board has revised the
remuneration package of Mr. Anirudh Mohta with effect from 1st August
2014 in Board meeting held on 8th August 2014.
APPOINTMENT OF KMPS:
Board has appointed Mr. Anirudh Mohta -Managing Director and Mr. R. B.
Patil - CFO of the Company as Key Managerial Persons (KMP) in pursuance
of provisions under Section 203 of the Companies Act 2013. The Company
has already initiated steps to appoint a whole time Company Secretary
in terms of section 203 of the Companies Act, 2013.
SECRETARIAL COMPLIANCE REPORT:
Pursuant to Section 383A (1) of the Companies Act, 1956 secretarial
compliance Certificate from a practicing Company Secretary is attached
hereto for the year ended 31st March 2014.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of section 217 (2A) of
the Companies Act 1956, read with the Companies (Particular of the
Employees Rules) 1975 as amended, regarding particulars of employees is
not applicable as none of the employees of the Company is given
remuneration in the scale specified by that section
PUBLIC DEPOSITS: U/S 58A of the Companies Act, 1956:
There is no Fixed Deposit liability as on 31st March 2014, further, the
Board declares that during the financial year 2013-14, the Company has
not accepted any public deposits or unsecured loans falling within the
purview of section 58A of the Companies Act, 1956.
RETIRING DIRECTORS BY ROTATION:
Smt. U. D. Mohta and Mr. N. K. Daga retire by rotation and are eligible
for re-appointment. Nonetheless, taking note of the provisions of
section 149 of the Companies Act, 2013 governing independent Directors,
the Board has proposed appointments of all three existing non executive
independent Directors as such as they are eligible to be so appointed.
AUDITOR & AUDIT REPORT:
M/S A. C. Bhuteria & Co., Chartered Accountants, Kolkata statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment. The Auditors
have confirmed their eligibility and willingness to accept the audit
assignment, if re-appointed.
The Auditors have at clause XI in annexure to their report pointed out
delay in repayment of dues to bank and financial institution, the board
would like to stress the fact that on account of non recovery of timely
dues from the company''s customers, small delay occurred in repayment of
bank dues this is temporary aberration and the account is now regular.
The Bankers have confirmed that this does not constitute default under
banking norms.
The Auditors Report is attached which is self explanatory.
COST AUDITOR & COST AUDIT REPORT:
The company has appointed Mr. UMESH NARASIMHA KINI, Cost Accountant,
for conducting Cost Audit for the F.Y. 2013-14. The due date for filing
of the Cost report is 30th September 2014. The report is under
preparation.
PERSONNEL:
The industrial relations during the year remained extremely harmonious.
The Directors wish to place on record their appreciation of the hard
work and continuous efforts as well as valuable support rendered by the
employees at all levels under review.
HEALTH AND SAFETY OF THE EMPLOYEE:
Health and safety of the employee has always been prime concern of the
company and company has a medical officer to have routine checkup on
the health of the employees.
B. Technology absorption:
e. Efforts made in technology absorption. As per Form B given below
Form B
Research and development (R & D)
1. Specific areas in which R & D carried out NIL
by the company
2. Benefits derived as a result of the above R NIL
& D
3. Future plan of action NIL
4. Expenditure on R & D
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R & D expenditure as per NIL
percentage of total turnover
Technology absorption, adaptation and innovation
1. Efforts, in brief, made towards technology Nil
absorption, adaptation and innovation
2. Benefits derived as a result of the above Nil.
efforts, e.g. product improvement, cost
reduction, product development, import
substitution etc.
3. In case of imported technology (imported Nil
during the last five years reckoned from
the beginning of the financial year),
following information may be furnished:
a. Technology imported.
b. Year of import.
c. Has technology been fully absorbed?
d. If not fully absorbed, areas where
this has not taken place, reasons Not Applicable
therefore and future plans of action
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Practicing Company
Secretary confirming compliance forms part of this Report.
APPOINTMENT OF COMMON AGENCY FOR SHARE REGISTRY WORK
The Company has appointed M/S Adroit Corporate Services Private
Limited, Mumbai to handle all the work related to Share Registry in
terms of both Physical and Electronic mode, w.e.f. 1st February 2003,
in pursuance with the Circular No. 15 dated December 27, 2002 issued by
the Securities and Exchange Board of India.
DISCLOSURE AS PER LISTING AGREEMENT
The equity share of the company is listed on The Bombay Stock Exchange,
and the company has paid the listing fees for the year 2013-2014.
During the year there was no suspension in trading of the securities of
the Company.
DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Sexual Harassment of Woman at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 is notified w.e.f. 22nd April 2013 and
requires every employer to comply with its provisions and make a
disclosure of the number of cases occurring under the Act. Your Company
has already constituted an internal committee and as on date there were
no complaints received as shall be apparent from the table of
complaints mentioned below.
Sr. No of cases filed under the Act No of disposal under the Act
No. before the internal committee
1 nil nil
ACKNOWLEDGEMENT:
The Directors wish to convey their appreciation to all of the Company''s
Employees for their enormous personal efforts as well as their
collective contribution to the Company''s performance. The Directors
would also like to thank the shareholders, customers, suppliers,
bankers, Government and all other business associates for their
continuous support given by them to the Company and their confidence in
management.
For and on behalf of the Board
M. M. MOHTA ANIRUDH MOHTA
Chairman Managing Director
DIN-00068884 DIN-00065302
2 Mohanam, 10th Cross, 2 Mohanam, 10th Cross,
Bhagya Nagar, Bhagya Nagar,
Belgaum, 590006, Belgaum, 590006,
Karnataka, Karnataka,
Place : BELGAUM
Dated : 08th August 2014
Mar 31, 2013
To Dear Shareholders,
The Directors have pleasure in presenting the 55th ANNUAL REPORT
together with the Audited Accounts of the Company for the year-ended
31st March 2013.
FINANCIAL RESULTS:
The Financial results for the year under review in comparison with the
previous year are given below:
2012-2013 2011-2012
Rs. Rs.
1 Gross Profit for the year after
meeting all operating expenses but before
interest and depreciation amounts to: 4,66,50,616 3,64,95,496
2 Deduction there from: Interest 3,04,12,042 2,07,80,657
3 Profit before depreciation 1,62,38,574 1,57,14,839
4 Depreciation for the year 61,73,918 88,38,333
5 Profit before Taxation - (PBT) 1,00,64,656 68,76,506
6 Provision for Taxation (21,10,750) (41,18,400)
7 Deferred Tax (15,36,000) 14,94,000
8 Profit after Taxation - (PAT) 64,17,906 42,52,106
9 Income tax Earlier Years (8,08,629) (1,88,402)
10 Net Profit 56,09,277 40,63,704
11 Surplus brought forward 1,01,92,783 1,18,33,325
12 Profit Available for Appropriation 1,58,02,060 1,58,97,029
13 Transferred to general Reserve 10,00,000 10,00,000
14 Transferred to Capital redemption Reserve - 14,73,200
15 Provision of Dividend on Preference Shares 37,18,000 27,80,052
16 Provision for Income Tax on Dividend 6,31,874 4,50,994
17 Balance carried to Balance Sheet 1,04,52,186 1,01,92,783
DIVIDEND:
On Equity:
Taking in to account the huge fund requirement for the large number of
orders on hand, and to conserve the resources, the Directors do not
recommend any dividend on equity shares.
On Preference Shares:
In terms of issue, the Company proposes to pay dividend on 3,38,000
Preference Shares @11% for the year-ending on 31st March 2013,
absorbing a sum of Rs. 37,18,000.
The total cash outflow because of Dividend and Tax thereon amounts to
Rs. 43.50 Lakhs.
REVIEW OF OPERATION:
Since recent past few years, the Company has seen upward trend of
business and the same has been maintained during year under report.
The company''s status in this respect is as under:
- The net Revenue Income during year under review increased by 53.53%
- Gross profit during the year under review is Rs. 466.51 Lakhs as
against the Gross profit of Rs. 364.95 Lakhs during the previous year
which is 27.83 % higher than the previous year
- Profit after tax (PAT) increased by 50.93 % from Rs. 42.52 Lakhs in
2011-2012 to Rs. 64.18 Lakhs in 2012-2013.
- Company could discharge the liability of Dividend on Preference
shares & tax thereon to the tune of Rs. 43.50 Lakhs for the year under
report i.e. for the year ending on 31st March 2013.
- Also company has extended the production facilities by investing in
additional factory shed and plant & machinery.
FUTURE PROSPECTS:
Your company is in continual process of changing over of product-mix by
using the advanced technology & adding some critical components in the
product list of the company.
At present your Company has already executed the orders worth Rs.
305.24 Lakhs till date and the orders worth Rs. 3378.54 Lakhs are in
hand to execute in the current year. In addition to this, orders worth
Rs. 2580. 90 Lakhs are in pipelines. Further healthy enquiries are
being received regularly, and the management feels that most of them
will be converted into firm orders. However, company is setting the
sales target, for 2013-14, of Rs. 4500/- Lakhs on conservative basis.
Company is studying the possibilities of adding the line of Mechanical
Presses in its product mix which may help to grow its sales turnover.
To sum up, the outlook for the next year looks bright.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures from the same.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments 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 31st March 2013.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared annual accounts of the Company on a
''Going Concern'' basis.
SECRETARIAL COMPLIANCE REPORT:
Pursuant to Section 383A (1) of the Companies Act, 1956 secretarial
compliance Certificate from a practicing Company Secretary is attached
hereto.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of section 217 (2A) of
the Companies Act 1956, read with the Companies (Particular of the
Employees Rules) 1975 as amended, regarding particulars of employees is
not applicable as none of the employees of the Company is given
remuneration in the scale specified by that section
PUBLIC DEPOSITS: U/S 58A of the Companies Act, 1956:
There is no Fixed Deposit liability as on 31st March 2013, further, the
Board declares that during the financial year 2012-13, the Company has
not accepted any public deposits or unsecured loans falling within the
purview of section 58A of the Companies Act, 1956.
RETIRING DIRECTORS BY ROTATION:
Mr. R. M. Shah and Dilip Chandak, retire by rotation and are eligible
for re-appointment.
AUDITOR & AUDIT REPORT:
M/S A. C. Bhuteria & Co., Chartered Accountants, Kolkata statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment. The Auditors
have confirmed their eligibility and willingness to accept the audit
assignment, if re-appointed.
The Auditors have at clause XI in annexure to their report pointed out
defaults in repayment of dues to bank and financial institution, the
board would like to stress the fact that on account of non recovery of
timely dues from the company''s customers, small delay occurred in
repayment of bank dues this is temporary aberration and the account is
now regular.
The Auditors Report is attached which is self explanatory.
COST AUDITOR & COST AUDIT REPORT:
The company has appointed Mr. Umesh Narasimha Kini, Cost Accountant,
for conducting Cost Audit for the F. Y. 2012-13 The due date for filing
of the Cost report is 27th September 2013. The report is under
Preparation.
PERSONNEL:
The industrial relations during the year remained extremely harmonious.
The Directors wish to place on record their appreciation of the hard
work and continuous efforts as well as valuable support rendered by the
employees at all levels under review.
HEALTH AND SAFETY OF THE EMPLOYEE:
Health and safety of the employee has always been prime concern of the
company and company has a medical officer to have routine checkup on
the health of the employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
a. Energy conservation measures taken The present manufacturing
process employed is not energy intensive and hence, there is limited
scope for conservation of energy. However, efforts are being made to
keep the consumption of power and fuel at minimum.
b. Additional investments and proposals, if any, being implemented for
reduction of consumption of energy;
NIL
c. Impact of measures at (a) and (b) above for reduction of energy
consumption and consequent impact on the cost of production of goods;
NIL
d. Total energy consumption and energy consumption per unit of
production as per Form A.
No statement in Form A pursuant to Companies (Disclosure of Particulars
in the Report of the Board) 1988 is annexed as the company is not
engaged in the activity specified in the schedule A to the said Rules.
B. Technology absorption:
e. Efforts made in technology absorption. As per Form B given below
Form B
Research and development (R & D)
1. Specific areas in which R & D carried out by the company NIL
2. Benefits derived as a result of the above R & D NIL
3. Future plan of action NIL
4. Expenditure on R & D
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R & D expenditure as per Percentage of total turnover NIL
Technology absorption, adaptation and innovation
1. Efforts, in brief, made towards technology adsorption,, adaptation
and innovation
Nil
2. Benefits derived as a result of the above efforts, e.g. product
improvement, cost reduction, product development, import substitution
etc.
Nil.
3. In case of imported technology (imported during the last five years
reckoned from the beginning of the financial year), following
information may be furnished:
a. Technology imported.
b. Year of import.
c. Has technology been fully absorbed?
d. If not fully absorbed, areas where this has not taken place,
reasons therefore and future plans of action
Not Applicable
CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate Chapter on Corporate Governance practices followed by the
Company together with a Certificate from the Practicing Company
Secretary confirming compliance forms part of this Report.
APPOINTMENT OF COMMON AGENCY FOR SHARE REGISTRY WORK
The Company has appointed M/S Adroit Corporate Services Private
Limited, Mumbai to handle all the work related to Share Registry in
terms of both Physical and Electronic mode, w. e. f. 1st February 2003,
in pursuance with the Circular No. 15 dated December 27, 2002 issued by
the Securities and Exchange Board of India.
DISCLOSURE AS PER LISTING AGREEMENT
The equity share of the company is listed on The Bombay Stock Exchange,
and the company has paid the listing fees for the year 2013-2014.
During the year there was no suspension in trading of the securities of
the Company.
DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMAN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Sexual Harassment of Woman at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 is notified w. e. f. 22nd April 2013 and
requires every employer to comply with its provisions and make a
disclosure of the number of cases occurring under the Act. Your Company
has already constituted a internal committee and as on date there were
no complaints received as shall be apparent from the table of
complaints mentioned below.
Sr. No of cases filed under the
Act before the internal No of disposal under the
No. committee Act
1 NIL NIL
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
services rendered by the employees during the year.
Your Directors also place on record their sincere appreciation for the
assistance and co-operation received from Financial Institutions,
Bankers and other Institutions, Government Authorities, vendors,
customers and members during the year under review. Your Directors wish
to place on record their appreciation for the committed services of the
executives, staff and workers of the Company.
For and on behalf of the Board of Directors
Place: BELGAUM M. M. MOHTA ANIRUDH MOHTA
Date: 28.05.2013 Chairman & Managing
Director Joint Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 54th ANNUAL REPORT
together with the Audited Accounts of the Company for the year-ended
31st MARCH 2012.
FINANCIAL RESULTS:
The Financial results for the year under review in comparison with the
previous year are given below:
2011-2012 2010-2011
Rs. Rs.
1 Gross Profit for the year
after meeting all operating
expenses but before interest
and depreciation amounts to: 35,238,568 35,142,342
2 Deduction there from: Interest 19,523,729 17,284,157
3 Profit before depreciation 15,714,839 17,858,186
4 Depreciation for the year 8,838,333 10,028,070
5 Profit before Taxation - (PBT) 6,876,506 7,830,116
6 Provision for Taxation (4,118,400) (4,012,000)
7 Deferred Tax 1,494,000 929,000
8 Profit after Taxation - (PAT) 4,252,106 4,747,116
9 Income tax Earlier Years (188,402) (554,294)
10 Net Profit 4,063,704 4,192,822
11 Surplus brought forward 11,833,325 9,314,654
12 Profit Available for Appropriation 15,897,029 13,507,476
13 Transferred to general Reserve 1,000,000 1,000,000
14 Transferred to Capital
redemption Reserve 1,473,200 -
15 Provision of Dividend on
Preference Shares 2,780,052 580,052
16 Provision for Income
Tax on Dividend 450,994 94,099
17 Balance carried to Balance Sheet 10,192,783 11,833,325
DIVIDEND:
On Equity:
Taking in to account the huge fund requirement for the large number of
orders on hand, and to conserve the resources, the Directors do not
recommend any dividend
On Preference Shares:
Company proposes to pay dividend on Preference Shares @11% for the
year-ending on 31st March 2012, the dividend on 3, 00,000 redeemable
preference shares allotted on 05.08.2011 is on pro rate basis.
The total cash outflow because of Dividend and Tax thereon amounts to
Rs. 32.31 Lakhs.
REVIEW OF OPERATION:
Since recent past few years, the Company has seen upward trend of
business and the same has been maintained during year under report.
The company's status in this respect is as under:
- The net Revenue Income during year under review increased by 2.70%
- Gross profit during the year under review Is Rs. 352.39 Lakhs as
against the Gross profit of Rs. 315.42 Lakhs during the previous year
which is 0.27 % higher than the previous year
- Profit after tax (PAT) decreased by 10.43 % from Rs. 47.47 Lakhs in
2010-2011 to Rs. 42.52 Lakhs in 2011-2012.
- Company could discharge the liability of Dividend on Preference
shares & tax thereon to the tune of Rs. 32.31 Lakhs for the year under
report i.e. for the year ending on 31st March 2012.
- During the year under report 3,00,000 11% redeemable preference
shares of Rs. 100/- each were issued on preferential basis, to a
Company in promoter group.
- During the year under report 14,732 Preference shares of Rs.100/-
each have been redeemed on 31st March 2012, in terms of conditions of
the issue of the said preference shares. On account of this redemption
the total cash outflow works out to Rs.23,57,120/-, however the
dividend amounting to Rs. 1,62,052/- on these redeemed shares will be
paid along with dividend on other preference shares, after approval in
the forthcoming 54th AGM.
FUTURE PROSPECTS:
Your company is in continual process of changing over of product-mix by
using the advanced technology & adding some critical components in the
product list of the company.
At present your Company has already executed a record breaking orders
worth Rs.683.04 Lakhs till date and the orders worth Rs. 3829.77 Lakhs
are in hand to execute in the current year. In addition to this, orders
worth Rs. 1724. 75 Lakhs are in pipelines. Further healthy enquiries
are being received regularly, and the management feels that most of
them will be converted into firm orders.
To sum up, the outlook for the next year looks bright.
ALTERATION IN CAPITAL STRUCTURE:
During the year under Report, company has increased its authorized
share capital from Rs. 400/- lakhs to Rs. 800/- Lakhs comprising of 40
lakhs equity shares of Rs. 10/- each and 40,000 Preference shares of
Rs. 100/- each.
Company has issued 3 lakhs of Preference shares of Rs. 100/- each on
preferential basis.
Also the company has redeemed 14,372 preference shares of Rs. 100/-
each, in terms of the issue.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to Directors' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures from the same.
(ii) The Directors have selected such accounting policies and applied
them consistently and made judgments 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 31st March 2012.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared annual accounts of the Company on a
'Going Concern' basis. SECRETARIAL REPORT:
Pursuant to Section 383A (1) of the Companies Act, 1956 secretarial
compliance Certificate from a practicing Company Secretary is attached
hereto.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions 217 (2A) of the Companies
Act 1956, read with the Companies (Particular of the Employees Rules)
1975 as amended, regarding particulars of employees is not applicable
as none of the employees of the Company is given remuneration in the
scale specified by that section
PUBLIC DEPOSITS: U/S 58A of the Companies Act, 1956:
There is no Fixed Deposit liability as on 31st March 2012, further, the
Board declares that during the financial year 2011-12, the Company has
not accepted any public deposits or unsecured loans falling within the
purview of section 58A of the Companies Act, 1956.
RETIRING DIRECTORS BY ROTATION:
Mrs. Urmila Devi Mohta and Shri N. K. Daga retire by rotation and are
eligible for re-appointment.
AUDITOR 8t AUDIT REPORT:
M/S A. C. Bhuteria & Co., Chartered Accountants, Kolkata statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act, Auditors have at clause XI in annexure to their report
pointed out two defaults in repayment of dues to bank and financial
institution, the board would like to stress the fact that on account of
non recovery of timely dues from the company's
customers, small delay occurred in repayment of bank dues this is
temporally aberration and the accounts are now regular
The Auditors Report is attached which is self explanatory.
PERSONNEL:
The industrial relations during the year remained extremely harmonious.
The Directors wish to place on record their appreciation of the hard
work and continuous efforts as well as valuable support rendered by the
employees at all levels under review.
HEALTH AND SAFETY OF THE EMPLOYEE:
Health and safety of the employee has always been prime concern of the
company and company has a medical officer to have routine checkup on
the health of the employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
a. Energy conservation measures taken The present manufacturing
process employed is not energy
intensive and hence, there is
limited scope for conservation
of energy. However, efforts
are being made to
keep the consumption of power
and fuel at minimum.
B. Additional investments
and proposals, if NIL
any, being implemented
for reduction of
Consumption of energy;
c. impact of measures at (a) and (b)
above NIL
for reduction of energy
consumption and consequent
impact on the cost of
production of goods;
d. Total energy consumption and energy No statement in Form A pursuant
to Companies
consumption per unit of production
as per (Disclosure of Particulars in
the Report of the
Form A. Board) 1988
is annexed as the company is
not engaged in the activity
specified in the schedule A
to the said Rules.
B. Technology absorption:
e. Efforts made in technology absorption. As per Form B given below
Form B
Research and development (R & D)
1.Specific areas in which R & D
carried out by the company NIL
2.Benefits derived as a
result of the above R & D NIL
3.Future plan of action NIL
4.Expenditure on R & D
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R & D expenditure as
per percentage of total turnover NIL
Technology absorption, adaptation and innovation
1. Efforts, in brief, made towards
technology adsorption,, adaptation and Nil
innovation
2. Benefits derived as a result of
the above efforts, e.g. product improvement, Nil.
cost reduction, product development,
import substitution etc.
3. In case of imported technology (
imported during the last five years reckoned Nil
from the beginning of the financial year),
following information may be furnished:
a. Technology imported.
b. Year of import.
c. Has technology been fully absorbed?
d. If not fully absorbed, areas where
this has not taken place, reasons Not Applicable
therefore and future plans of action
C. Foreign exchange earning and outgo:
f. Activities relating to
exports; initiatives The Company is exploring the
possibilities / avenues
taken to increase exports;
development for increasing Export
earnings in foreign currency,
of new export markets
for products and Company has its own website
services; and export plans; www.bemcohvdraulics.net for
global marketing.
q. Total foreign exchange
used and earned. As per the table below
C.I.F. VALUE OF IMPORTS, EXPENDITURE AND EARNING IN FOREIGN CURRENCY
Particulars 2011-2012 2010-2011
Rs. Rs.
i). C.I.F. Value of Imports:
Raw Materials And Components 1,02,70,897 13,57,472
ii). Expenditure in Foreign
Currency:(paid/payable)
Traveling 5,71,016 3,17,948
Exhibition Expenses - 4,24,444
(InnoTrans Berlin Germany) 23,75,538 -
Technical Know How
(incl. exchange Fluctuation) 23,03,320 2,06,436
Agency Commission
iii) Earnings in Foreign Exchange:
FOB value of Exports 1,68,08,693 56,02,500
CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out
in the Listing Agreement with the Stock Exchanges. BEMCO is compliant
with the provisions of Clause 49 of the Listing Agreement even when the
clause was not mandatory to it However, the Company could not comply
with the following requirements of clause 49 since that clause became
applicable to the Company for the first time and the Management had no
clarity about the applicability of clause 49.
i) Non constitution of Audit Committee during the financial year.
ii) Non constitution of Investors' Grievance Committee.
iii) Non furnishing of quarterly compliance reports on corporate
governance in terms of sub clause VI (ii) of clause 49 to Stock
Exchanges for the quarters ended 30th September 2011, 31st December
2011 and 31st March 2012,
iv) Non forming of code of conduct for senior employees in the
financial year.
The Management has taken necessary steps to fully comply clause 49
during current financial year, in the letter and spirit.
APPOINTMENT OF COMMON AGENCY FOR SHARE REGISTRY WORK
The Company has appointed M/S Adroit Corporate Services Private
Limited, Mumbai to handle all the work related to Share Registry in
terms of both Physical and Electronic mode, w. e. f. 1st February 2003,
in pursuance with the Circular No. 15 dated December 27, 2002 issued by
the Securities and Exchange Board of India.
DISCLOSURE AS PER LISTING AGREEMENT
The equity share of the company is listed on The Bombay Stock Exchange,
and the company has paid the listing fees for the year 2012-2013.
During the year there was no suspension in trading of the securities of
the Company.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
services rendered by the employees during the year.
Your Directors also place on record their sincere appreciation for the
assistance and co-operation received from Financial Institutions,
Bankers and other Institutions, Government Authorities, vendors,
customers and members during the year under review. Your Directors wish
to place on record their appreciation for the committed services of the
executives, staff and workers of the Company.
For and on behalf of the Board of Directors
Place: BELGAUM M. M. MOHTA ANIRUDH MOHTA
Date: 28.05.2012 Chairman & Managing Director
Joint Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 53rd ANNUAL REPORT
together with the Audited Accounts of the Company for the year-
ended 31st MARCH 2011.
FINANCIAL RESULTS:
The Financial results for the year under review in comparison with the
previous year are given below:
2010-2011 2009-2010
Rs. Rs.
1 Gross Profit for the year after
meeting all operating 31,303,404 28,472,316
expenses but before interest and
depreciation amounts to:
2 Deduction there from: Interest 13,445,219 11,829,469
3 Profit before depreciation 17,858,186 16,642,847
4 Depreciation for the year 10,028,070 9,503,299
5 Profit before Taxation - (PBT) 7,830,116 7,139,548
6 Provision for Taxation (4,012,000) (2,835,500)
7 Deferred Tax 929,000 1,564,000
8 Profit after Taxation - (PAT) 4,747,116 5,868,048
9 Income tax Earlier Years (554,294) (25,514)
10 Net Profit 4,192,822 5,842,534
11 Surplus brought forward 9,314,654 5,148,512
12 Profit Available for Appropriation 13,507,476 10,991,046
13 Transferred to general Reserve 1,000,000 1,000,000
14 Provision of Dividend on
Preference Shares 580,052 580,052
15 Provision for Income Tax on Dividend 94,099 96,340
16 Balance carried to Balance Sheet 11,833,325 9,314,654
DIVIDEND:
On Equity:
Taking in to account the huge fund requirement for the large number of
orders on hand, and to conserve the resources, the Directors do not
recommend any dividend on Equity Shares.
On Preference Shares:
Company proposes to pay dividend on Preference Shares @ 11% for the
year-ending on 31st March 2011.
The total cash outflow because of Dividend and Tax thereon amounts to
Rs. 6.74 Lakhs.
REVIEW OF OPERATION:
Since recent past few years, the Company is on upward trend of business
and the same has been maintained during year under report.
The companys status in this respect is as under:
- The net Revenue Income during year under review increased by 19.43%
- Gross profit during the year under review is Rs. 313.03 Lakhs as
against the Gross profit of Rs. 284.72 Lakhs during the previous year
which is 9.94% higher than the previous year
- Profit after tax (PAT) decreased by 19.10 % from Rs. 58.68 Lakhs in
2009-2010 to Rs. 47.47 Lakhs in 2010-2011.
- Company could discharge the liability of Dividend on Preference
shares & tax thereon to the tune of Rs. 6.74 Lakhs for the year under
report i.e. for the year ending on 31st March 2011.
- During the year under report your Company has got ISO 9001:2008
Certificate from International Certification Services Pvt. Ltd. Mumbai.
FUTURE PROSPECTS:
The year under report 2010-11, was good year for your company as
compared with 2009-10. Further your company is in continual process of
changing over of product-mix by using the advanced technology & adding
some critical components in the product list of the company. The
Company has withstood the financial meltdown in the economy.
At present your Company has already executed orders worth Rs. 150.07
Lakhs till date and the orders worth Rs. 3346.84 Lakhs are in hand to
execute in the current year. In addition to this, orders worth Rs.
1273.47 Lakhs are in pipelines. Further healthy enquiries are being
received regularly, and the management feels that most of them will be
converted into firm orders.
To sum up, the outlook for the next couple of years looks bright.
ALTERATION IN CAPITAL STRUCTURE:
During the year under Report, there is no change in Authorised, Issued
& Subscribed and paid Capital Structure of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to Directors Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures from the same.
(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 true and fair view of the state of affairs of
the Company as at 31st March 2011.
(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared annual accounts of the Company on a
Going Concern basis.
SECRETARIAL REPORT:
Pursuant to Section 383A (1) of the Companies Act, 1956 secretarial
compliance Certificate from a practicing Company Secretary is attached
hereto.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions 217 (2A) of the Companies
Act 1956, read with the Companies (Particular of the Employees Rules)
1975 as amended, regarding particulars of employees is not applicable
as none of the employees of the Company is given remuneration in the
scale specified by that section
PUBLIC DEPOSITS: U/S 58A of the Companies Act, 1956:
There is no Fixed Deposit liability as on 31st March 2011, further, the
Board declares that during the financial year 2009-10, the Company has
not accepted any public deposits or unsecured loans falling within the
purview of section 58A of the Companies Act, 1956.
RETIRING DIRECTORS BY ROTATION:
Shri R. M. Shah and Shri Dilip Chandak retire by rotation and are
eligible for re- appointment.
AUDITOR & AUDIT REPORT:
M/S A. C. Bhuteria & Co., Chartered Accountants, Kolkata statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and they are not
disqualified for such reappointment within the meaning of Section 226
of the said Act.
The Auditors Report is attached which is self explanatory.
PERSONNEL:
The industrial relations during the year remained extremely harmonious.
The Directors wish to place on record their appreciation of the hard
work and continuous efforts as well as valuable support rendered by the
employees at all levels under review.
HEALTH AND SAFETY OF THE EMPOLYEE:
Health and safety of the employee has always been prime concern of the
company and company has a medical officer to have routine checkup on
the health of the employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
a. Energy conservation measures
taken The present manufacturing process
employed is not energy intensive and
hence, there is limited scope for
conservation of energy. However,
efforts are being made to keep the
consumption of power and fuel
at minimum.
b. Additional investments and
proposals, NIL
if any, being implemented
for reduction of consumption
of energy;
c. Impact of measures at (a)
and (b) NIL
above for reduction of energy
consumption and consequent impact
on the cost of production
of goods;
d. Total energy consumption
and energy No statement in Form A pursuant to
consumption per unit of
production as Companies (Disclosure of
Particulars in the
per Form A. Report of the Board) 1988 is
annexed as the company is not
engaged in the activity specified
in the schedule A to the said Rules.
B. Technology absorption:
e. Efforts made in
technology absorption. As per Form B given below
Form B
Research and development (R & D)
1. Specific areas in which
R&D carried NIL
out by the company
2. Benefits derived as a
result of the NIL
above R&D
3. Future plan of action NIL
4. Expenditure on R & D
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R&D expenditure
as per NIL
percentage of total turnover
Technology absorption, adaptation and innovation
1. Efforts, in brief,
made towards Nil
technology adsorption,,
adaptation and innovation
1. Benefits derived as a
result of the Nil
above efforts, e.g. product
improvement, cost reduction,
product development,
import substitution etc.
3. In case of imported
technology Nil
(imported during the last
five years reckoned from
the beginning of the
financial year), following
information : may be
furnished:
a. Technology imported.
b. Year of import.
c. Has technology been
fully absorbed?
d. If not fully absorbed,
areas Not Applicable
where this has not
taken place,
reasons therefore and
future plans of action
C. Foreign exchange earning and outgo:
f. Activities relating
to exports; The Company is exploring the
possibilities /
initiatives taken to increase
exports; avenues for increasing Export
earnings in
development of new export
markets foreign currency. Company has its own
for products and services;
and export plans; website www.bemcohvdraulics.net
for global marketing.
g.Total foreign exchange
used and As per the table below
earned.
C.I.F. VALUE OF IMPORTS, EXPENDITURE AND EARNING IN FOREIGN CURRENCY
Particulars 2010-2011 2009-2010
RS. RS.
i). C.I.F. Value of Imports:
Raw Materials And Components 13,57,472 NIL
ii). Expenditure in Foreign
Currency:(paid/payable)
Traveling 3,17,948 28,653
Exhibition Expenses 4,24,444 NIL
(Inno Trans Berlin Germany)
iii). Earnings in Foreign Exchange:
FOB value of Export 56,02,500 NIL
CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set
out in the Listing Agreement with the Stock Exchanges.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The company believes in good corporate practices to enable the Board to
direct and control the affairs of the company in an efficient manner
and to achieve its ultimate goal of maximizing shareholder value.
Realizing this, the company has adopted many practices over the last
few years, even when there are no mandatory requirements in this
regard. As a result, a number of provisions regarding Corporate
Governances prescribed by the Listing Agreements have already been
complied with and steps are being taken to comply with the balance
provisions. A separate note on Corporate Governance is enclosed
herewith.
APPOINTMENT OF COMMON AGENCY FOR SHARE REGISTRY WORK
The Company has appointed M/S Adroit Corporate Services Private
Limited, Mumbai to handle all the work related to Share Registry in
terms of both Physical and Electronic mode, w. e. f. 1st February 2003,
in pursuance with the Circular No. 15 dated December 27, 2002 issued by
the Securities and Exchange Board of India.
DISCLOSURE AS PER LISTING AGREEMENT
The equity share of the company is listed on The Bombay Stock Exchange,
and the company has paid the listing fees for the year 2011-2012.
During the year there was no suspension in trading of the securities of
the Company.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
services rendered by the employees during the year.
Your Directors also place on record their sincere appreciation for the
assistance and co- operation received from Financial Institutions,
Bankers and other Institutions, Government Authorities, vendors,
customers and members during the year under review. Your Directors
wish to place on record their appreciation for the committed services
of the executives, staff and workers of the Company.
For and on behalf of the Board of Directors
M. M. MOHTA ANIRUDH MOHTA
Chairman & Managing Director Joint Managing Director
Place: BELGAUM
Date : 27.05.2011
Mar 31, 2010
The Directors have pleasure in presenting the 52nd annual REPORT
together with the Audited Accounts of the Company for the year-ended
31st MARCH 2010.
FINANCIAL RESULTS:
The Financial results for the year under review in comparison with the
previous year are given below:
2009-2010 2008-2009
Rs. Rs.
1 Gross Profit for the year after meeting
all operating 28,472,316 26,023,904
expenses but before interest and
depreciation amounts to:
2 Deduction there from: Interest 11,829,469 10,852,043
3 Profit before depreciation 16,642,847 15,171,861
4 Depreciation for the year 9,503,299 9,023,883
5 Profit before Taxation - (PBT) 7,139,548 6,147,978
6 Provision for Taxation (2,835,500) (2,709,500)
7 Provision for FBT - (729,500)
8 Deferred Tax 1,564,000 90,000
9 Profit after Taxation - (PAT) 5,868,048 2,798,978
10 Income tax Earlier Years (25,514) 523,484
11 Net Profit 5,842,534 3,322,462
12 Surplus brought forward 5,148,512 3,504,682
13 Profit Available for Appropriation 10,991,046 6,827,144
14 Transferred to general Reserve 1,000,000 10,00,000
15 Provision of Dividend on Preference Shares 580,052 5,80,052
16 Provision for Income Tax on Dividend 96,340 98,580
17 Balance carried to Balance Sheet 9,314,654 5,148,512
DIVIDEND:
On Equity:
Taking in to account the huge fund requirement for the large number of
orders on hand, and to conserve the resources, the Directors do not
recommend any dividend on Equity Shares.
On Preference Shares:
Company proposes to pay dividend on Preference Shares @11% for the
year-ending on 31st March 2010.
The total cash outflow because of Dividend and Tax thereon amounts to
Rs. 6.76 Lakhs.
REVIEW OF OPERATION:
The year 2009-10 has witnessed recovery from the global economic
slowdown during 2008-09 for most of the Engineering & other Auto
Component industries. As a result your company was able to maintain its
gross performance at par with previous the year (2008-09).
The companys status in this respect is as under:
- The net Revenue Income during year under review decreased by 0.84 %
- Gross profit during the year under review is Rs, 284,72 Lakhs as
against the Gross profit of Rs. 260.23 Lakhs during the previous year
which is 9.41% higher than the previous year
- Profit after tax (PAT) increased by 109.65 % from Rs. 27.99 Lakhs in
2008- 2009 to Rs. 58.68 Lakhs in 2009-2010.
- Company could discharge the liability of Dividend on Preference
shares & tax thereon to the tune of Rs. 6.76 Lakhs for the year under
report i.e. for the year ending on 31st March 2010.
- During the year under report your Company has got ISO 9001:2008
Certificate from International Certification Services Pvt. Ltd. Mumbai.
FUTURE PROSPECTS:
The year under report 2009-10, was good year for your company as
compared with 2008-09. Further your company is in continual process of
changing over of product-mix by using the advanced technology & adding
some critical components in the product list of the company. The
Company has withstood the financial meltdown in the economy.
At present your Company has already executed orders worth Rs.75.47
Lakhs till date and the orders worth Rs. 2537.89 Lakhs are in hand to
execute in the current year. In addition to this, orders worth Rs.
2495.38 Lakhs are in pipelines, which are to be executed in the year
2011-12. Further healthy enquiries are being received regularly, and
the management feels that most of them will be converted into firm
orders,
To sum up, the outlook for the next few years looks bright.
ALTERATION IN CAPITAL STRUCTURE:
During the year under Report, there is no change in Authorised, Issued
& Subscribed and paid Capital Structure of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect
to Directorsd Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departuress from the same.
(ii) The Directors have selected such accounting policies and applied
them consistentlyis and made judgements and estimates that are
reasonable and prudent so as tQs give true and fair view of the state
of affairs of the Company as at 31st March 2010.
(iii) The Directors have taken proper and sufficient care for the
maintenance oto adequate accounting records in accordance with the
provisions of the Companiesh Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) The Directors have prepared annual accounts of the Company on a
Going Concern basis.
SECRETARIAL REPORT:
Pursuant to Section 383A (1) of the Companies Act, 1956 secretarial
compliance Certificate from a practicing Company Secretary is attached
hereto.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions 217 (2A) of the Companies
Act 1956, read with the Companies (Particular of the Employees Rules)
1975 as amended, regarding particulars of employees is not applicable
as none of the employees of the Company is given remuneration in the
scale specified by that section
PUBLIC DEPOSITS: U/S 58A of the Companies Act, 1956:
There is no Fixed Deposit liability as on 31st March 2010, further, the
Board declares that during the financial year 2009-10, the Company has
not accepted any public deposits or unsecured loans falling within the
purview of section 58A of the Companies Act, 1956.
RETIRING DIRECTORS BY ROTATION:
Smt. Urmila Devi Mohta and Shri N. K. Daga retire by rotation and are
eligible for re- appointment.
AUDITOR & AUDIT REPORT:
M/S A. C. Bhuteria & Co., Chartered Accountants, Kolkata statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting and are eligible for reappointment.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956 and they are not
disqualified for such reappointment within the meaning of 5ection 226
of the said Act.
The Auditors Report is attached which is self explanatory.
PERSONNEL:
The industrial relations during the year remained extremely harmonious.
The Directors wish to place on record their appreciation of the hard
work and continuous efforts as well as valuable support rendered by the
employees at ail levels under review.
HEALTH AND SAFETY OF THE EMPOLYEE:
Health and safety of the employee has always been prime concern of the
company and company has a medical officer to have routine checkup on
the health of the employees.
CORPORATE GOVERNANCE :
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set
out in the Listing Agreement with the Stock Exchanges.
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The company believes in good corporate practices to enable the Board to
direct and control the affairs of the company in an efficient manner
and to achieve its ultimate goal of maximizing shareholder value.
Realizing this, the company has adopted many practices over the last
few years, even when there are no mandatory requirements in this
regard. As a result, a number of provisions regarding Corporate
Governances prescribed by the Listing Agreements have already been
complied with and steps are being taken to comply with the balance
provisions. A separate note on Corporate Governance is enclosed
herewith.
APPOINTMENT OF COMMON AGENCY FOR SHARE REGISTRY WORK
The Company has appointed M/S Adroit Corporate Services Private
Limited, Mumbai to handle all the work related to Share Registry in
terms of both Physical and Electronic mode, w. e. f. 1st February 2003,
in pursuance with the Circular No. 15 dated December 27, 2002 issued by
the Securities and Exchange Board of India.
DISCLOSURE AS PER LISTING AGREEMENT
The equity share of the company is listed on The Bombay Stock Exchange,
and the company has paid the listing fees for the year 2010-2011.
During the year there was no suspension in trading of the securities of
the Company.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
services rendered by the employees during the year.
Your Directors also place on record their sincere appreciation for the
assistance and co- operation received from Financial Institutions,
Bankers and other Institutions, Government Authorities, vendors,
customers and members during the year under review. Your Directors
wish to place on record their appreciation for the committed services
of the executives, staff and workers of the Company.
For and on behalf of the Board of Directors
Place: BELGAUM
Date: 26.05.2010
M. M. MOHTA ANIRUDH MOHTA
Chairman & Managing
Director Joint Managing
Director