Mar 31, 2018
REPORT OF BOARD OF DIRECTORS
The Directors present the 81st Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.2018.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS
(Rs. In Lakhs)
Year Ended |
Year Ended |
|
31.03.2018 |
31.03.2017 |
|
Gross Revenue 15158.90 |
18060.02 |
|
Profit before interest & Depreciation |
802.96 |
1893.09 |
Finance Cost |
443.60 |
444.07 |
Profit before Depreciation |
359.36 |
1449.02 |
Depreciation |
319.11 |
337.12 |
Profit / ( LOSS) before tax |
40.25 |
1111.90 |
Profit / (LOSS) after taxation |
64.66 |
691.20 |
Surplus in Statement of Profit & |
2506.44 |
1926.56 |
Loss Account from Last Year |
||
Remeasurement gain/(Loss) on Defined |
17.85 |
(26.21) |
Benefit obligation (Net) |
||
Total Comprehensive Income for the Year |
r 82.51 |
664.69 |
Appropriations |
||
Interim Dividend Paid on Equity Shares |
67.44 |
70.24 |
Tax on Dividend |
13.73 |
14.30 |
Surplus carried to Balance Sheet |
2502.26 |
2506.44 |
DIVIDEND:
The Board of Directors wishes to inform the shareholders that Interim Dividend at the rate of Re.0.24 (12 percent) per share was paid as Dividend for the year ended 31st March, 2018 to those share holders whose name appeared in the Register of Members on 28th March, 2018. The above payment shall be considered as final dividend and no fresh dividend is recommended by the Board.
Consolidated Financial Statements
In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business. 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 relate and the date of the report: Nil
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future : Nil
Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.
Details of Associate Companies: Nil
DETAILS OF WHOLLY OWNED SUBSIDIARY
M/s. Sarovar Insulation Pvt Ltd a wholly owned Subsidiary of our Company with effect from 29/02/2016 is engaged in the manufacture and processing of EPS products at Coimbatore, Tamil Nadu.
Fixed Deposits
a) Accepted During the year, |
Rs.2,09,17,000/- |
b) Remained Unpaid or unclaimed as at the end of the year |
Rs.54,000/- |
c) Whether there has been any default in repayment of deposits of |
There was no |
payment of interest there on during the year and if so, number of |
default in repayment |
such cases and the total amount involved |
of Deposits or payment |
of interest there on |
|
d) At the beginning of the year |
NIL |
Maximum during the year |
|
At the end of the year |
NIL |
The details of Deposits which are not in compliance with |
NIL |
the requirements of Chapter V of the Act |
STATUTORY AUDITORS
Messrs. S.R. Batliboi & Associates, LLP Chartered Accountants, Chennai (ICAI Registration Number of the firm is 101049W/E300004) were appointed as Statutory Auditors of our Company in our Eightieth Annual General Meeting held on 14th September 2017 and they hold office till the conclusion of our Eighty Fifth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses
INTERNAL AUDITORS
Messrs. M.R.Ravichandran & Co, Chartered Accountants, Chennai were appointed as Internal Auditors of the Company on 20th October 2017 consequent to the appointment of Mr V V Sridharan as Chief Financial Officer on 28th September 2017.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2018.
Research and Development, Technology Absorption and Conservation of Energy
The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation
Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.
Foreign Exchange Earnings And Outgo
During the year under review, Foreign Exchange Earnings amounted to Rs. 13.21 Lakhs as against Rs. 121.75 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was Rs. 199.48 Lakhs as against Rs.503.39 Lakhs during previous year.
DIRECTORS
VACATION OF OFFICE BY DIRECTOR
In the Annual General Meeting held on 14th September 2017, Mr S V Narasimha Rao vacated his office as Executive Director.
APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Mrs Vijayalakshmi Ravindranath was appointed as an Additional Independent Director to hold office for 5 consecutive years from 20th October 2017 to 19 th October 2022. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting.
Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting, and being eligible, offers herself for reappointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The declaration by Independent Directors has been placed in our web site www.beardsell.co.in
FORMAL ANNUAL EVALUATION:
The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India. The Company has received the annual evaluation report from the Directors. The Board of Directors individually and as a whole has been formally evaluated by the Independent Directors at their meeting held on 12th February 2018.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2017-18 Ten Board Meetings were held on 06/05/2017, 25/05/2017, 22/07/2017, 08/08/2017, 13/09/2017, 28/09/2017, 20/10/2017, 14/12/2017, 12/02/2018 and 17/03/2018.
AUDIT COMMITTEE:
During the financial year 2017-18 Six Audit Committee Meetings were held on 25/05/2017, 22/07/2017, 13/09/2017, 28/09/2017, 14/12/2017 and 12/02/2018..
Composition and Attendance record of the members of the Committee is as under:
S.No |
Member |
Designation |
No. of meetings attended |
1 |
Mr. R. Gowri Shanker |
Independent |
6 |
2 |
Mr. VJ. Singh |
Independent |
6 |
3 |
Mr Bharat Anumolu |
Managing Director |
6 |
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our website www.beardsell.co.in
NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2017-18 three Committee meetings were held on 22/07/2017, 08/08/2017 and 20/10/2017.
S.No |
Member |
Designation |
No. of meetings |
1 |
Mr. R. Gowri Shanker |
Independent |
3 |
2 |
Mr. V.J. Singh |
Independent |
3 |
3 |
Mrs A Jayasree |
Non- Executive |
2 |
CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR) CSR Reporting forms part of this Report.
During the financial year 2017-18 one Committee meeting was held on 12/02/2018.
S.No |
Member |
Designation |
No. of meetings attended |
Mr Bharat Anumolu |
Managing Director |
1 |
|
2 |
Mrs Jayasree Anumolu |
Non Executive Director |
1 |
3 |
Mrs Vijayalakshmi Ravindranath |
Independent Director |
1 |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:
(i) Loans : NIL
(ii) Guarantees : Nil
(iii) Investments : Rs.181.08 lacs
SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report given by Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai is annexed to this report.
AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE:
M/s Batliboi & Associates, LLP Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.
COST AUDIT
Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 2017-18 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be cordial during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required by Sec. 134 (3) [c] of the Companies Act, 2013, your Directors further report that:
I In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;
II The Directors have selected 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 as on 31st March, 2018 and of the Profit of the Company for financial year ended 31st March, 2018;
III The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV The Directors have prepared the Annual Accounts on a going concern basis.
V 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.
VI 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.
REMUNERATION POLICY OF THE COMPANY
The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in.
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bharat Anumolu
Managing Director
V J Singh
Hyderabad Director
6th August , 2018
Mar 31, 2016
The Directors present the 79th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.201 6.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS ( Rs. In Lakhs)
Year Ended |
Year Ended |
|
31.03.2016 |
31.03.2015 |
|
Gross Revenue |
15122.88 |
13202.42 |
Profit before interest & Depreciation |
1355.94 |
762.14 |
Finance Cost |
520.26 |
462.86 |
Profit before Depreciation |
835.68 |
299.28 |
Depreciation |
322.33 |
304.50 |
Profit / (LOSS) before tax |
513.55 |
(5.22) |
Profit / (LOSS) after taxation |
328.53 |
(9.83) |
Surplus in Statement of Profit & Loss Account |
||
from Last Year |
1651.08 |
1723.05 |
Less: Depreciation on transition to Schedule 1 |
||
of The Companies Act, 2013 on tangible fixed |
||
assets with nil remaining useful life |
(5.78) |
|
Appropriations |
||
Dividend paid on Equity Shares |
56.20 |
46.83 |
Tax on Dividend |
11.44 |
9.53 |
Surplus carried to Balance Sheet |
1911.97 |
1651.08 |
DIVIDEND:
The Board of Directors wishes to inform the shareholders that Interim Dividend at the rate of Re. 1.20 (12 percent) per share was paid as Dividend for the year ended 31st March, 201 6 to those share holders whose name appeared in the Register of Members on 23rd March, 201 6. The above payment shall be considered as final dividend and no fresh dividend is recommended by the Board.
Consolidated Financial Statements
In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.
REVIEWOF OPERATIONS A) PACKAGING PRODUCTS
EPS division showed an excellent achievement both in production as well as gross margins. Continuous reduction in RM pricing due to crude/dollar fluctuations helped increase in margins.
B) PREFABRICATED PANEL PRODUCTS
Our Isobuild sales went up due to a major order from KRIDL, Bangalore.
The Quikbuild sales also have picked up considerably.
C) CONTRACTS & EXPORTS
Our contracting division continues to execute insulation contracts for major public sector companies. We are striving to increase revenues in this segment by marketing across regions. The exports division has successfully won several global tenders and are in the process of implementing those contracts. The exports teams is doing remarkably well.
CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business.
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 relate and the date of the report: Nil
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future : Nil
Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently.
Details of Associate Companies: Nil
DETAILS OF WHOLLY OWNED SUBSIDIARY
Our Company has acquired M/s. Sarovar Insulation Pvt Ltd and made it a wholly owned Subsidiary on 29/02/2016. M/s.Sarovar Insulation Pvt Ltd is engaged in the manufacture and processing of EPS products at Coimbatore and at SUPA, Ahmednagar, Maharashtra.
Fixed Deposits
(a) |
Accepted During the year |
Rs. 88,49,000/- |
(b) |
Remained Unpaid or unclaimed as at the end of the year |
Rs.2,09,000/- |
(c) |
Whether there has been any default |
There was no |
in repayment of deposits or payment |
default in |
|
of interest thereon during the year |
repayment of |
|
and if so, number of such cases |
deposits or payment |
|
and the total amount involved |
of interest thereon. |
|
(d) |
At the beginning of the year |
NIL |
Maximum during the year |
NIL |
|
At the End of the year The details of deposits which are not in compliance with the requirements |
NIL |
|
of Chapter V of the Act |
NIL |
STATUTORY AUDITORS
Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S) were appointed as Statutory Auditors of the Company in our Seventy Seventh Annual General Meeting held on 13th August 2014 and they hold office till the conclusion of our Eightieth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses.
INTERNAL AUDITORS
Mr .V V Sridharan (Membership Number FCA 24801) is the Internal Auditor of our Company.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT-9 forms part of this Board s Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31st March 2016.
Research and Development, Technology Absorption and Conservation of Energy
The main focus of the Company''s Research and Development effort is on Energy Conservation, process up gradation and environmental preservation
Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel.
Foreign Exchange Earnings And Outgo
During the year under review, Foreign Exchange Earnings amounted to Rs.l 1 55.29 Lakhs as against Rs.l 266.48 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was Rs.l 102.74 Lakhs as against Rs.l 392.67 Lakhs during previous year.
DIRECTORS
APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Mrs. Jayasree Anumolu retires by rotation at this Annual General Meeting, and being eligible, offer herself for reappointment.
DECLARATION BYINDEPENDENT DIRECTORS:
The declaration by Independent Directors forms part of this Board''s Report.
FORMAL ANNUAL EVALUATION:
The Board members and the Committee members performed their functions as required by the Companies Act 2013andas per the regulatory framework of Securities and Exchange Board of India.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 201 5-1 6 Six Board Meetings were held on 29/05/2015, 13/08/2015, 13/11/2015, 12/02/2016,1 9/02/201 6 and 12/03/201 6.
AUDIT COMMITTEE:
During the financial year 2015-16 Four Audit Committee Meetings were held on 29/05/2015, 13/08/2015, 13/11/201 5 and 12/02/201 6.
Composition and Attendance record of the members of the Committee is as under:
S.No |
Member |
Designation |
No. of meetings attended |
1 |
Mr. M. Uttam Reddi |
Independent |
3 |
2 |
Mr. V. Thirumal Rao |
Non-Executive |
4 |
3 |
Mr. R. Gowri Shanker |
Independent |
4 |
4 |
Mr. V.J. Singh |
Independent |
4 |
5 |
Mr. S.V Narasimha Rao |
Executive Director |
4 |
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our website www.beardsell.co.in.
NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2015-16 one Committee meeting was held on 29/05/201 5.
S.No |
Member |
Designation |
No. of meetings attended |
1 |
Mr. M. Uttam Reddi |
Independent |
1 |
2 |
Mr. V. Thirumal Rao |
Non-Executive |
1 |
3 |
Mr. R. Gowri Shanker |
Independent |
1 |
4 |
Mr. V.J. Singh |
Independent |
1 |
CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)
CSR Reporting forms part of this Report.
CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS:
S. No |
Member |
Designation |
No. of meetings attended |
1 |
Mr Bharat Anumolu |
Managing Director |
1 |
2 |
Mr.Amrith Anumolu |
Executive Director |
1 |
3 |
Mr.R.Gowri Shanker |
Independent Director |
1 |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:
(i) Loans : Rs.920.00 lacs
(ii) Guarantees : Nil
(iii) Investments : Rs. 1 59.20 lacs
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014).
Form for disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of section 1 88 of the Companies Act, 201 3 including certain arm''s length transactions under third proviso thereto:
Details of contracts or arrangements or transactions not at arm''s length basis |
: NIL |
||
Details |
of material contracts or arrangements or transactions at arm''s length basis : |
||
1. Na |
me |
of the related party and nature of relationship : |
Sarovar Insulation Pvt Ltd |
(i) |
Nature of contracts/arrangements/transactions : |
Processor and seller of EPS Products and |
|
Purchaser of EPS Resins |
|||
(ii) |
Duration of contracts/arrangements/transactions : |
Ongoing |
|
(iii) |
Salient terms of contract including value : |
Processing charges : Rs.25.88 lacs; |
|
Sale of EPS Products : Rs.882.37 lacs |
|||
Purchase of EPS Resins : Rs.49.15lacs |
|||
(iv) |
Date of approval by Board, if any : |
1 3th August 2015 |
|
(v) |
Amount paid as advances, if any : |
Nil |
|
2. Na |
me |
of the related party and nature of relationship : |
Gunnam Subbarao Insulation Pvt Ltd |
(i) |
Nature of contracts/ arrangements/ transactions: |
Processor of EPS & Quikbuild products |
|
(n) |
Duration of contracts/arrangements/transactions : |
Ongoing |
|
(in) |
Salient terms of contract including value : |
Processing charges : Rs. 1 89.33 lacs |
|
Sales of Isobuild products : Rs. 393.12 lacs |
|||
Purchase of Isobuild products : Rs. 360.1 7 lacs |
|||
(iv) |
Date of approval by Board, if any : |
13th August 2015 |
|
(v) |
Amount paid as advances, if any : |
Nil |
BOARDS REPORT FOR THE YEAR ENDED 31/03/2016 PARTICULARS OF EMPLOYEES:
(A) Information as per Section 197 (12) read with Rule 5 (1) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014:
(i) The ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year:
Name of the Director |
Ratio |
Mr. Bharat Anumolu |
8.69 |
Mr. S.V. Narasimha Rao |
14.22 |
Mr. Amrith Anumolu |
8.69 |
Mr. Uttam Reddi |
n |
Mr. V. Thirumal Rao |
n |
Mr. R. Gowri Shanker |
n |
Mr. V.J. Singh |
n |
Mrs. Jayasree Anumolu |
n |
The median remuneration of the employees of the company during the Financial Year 2015-16wasRs.3,12,929/-
{*) The sitting fees received by the non-executive Independent Directors was less than the median remuneration of employee and hence the ratio is not provided.
{**) The remuneration received by the non-executive Director comprises of sitting fees and professional fees paid to a Law firm wherein he is a Partner for rendering legal services and hence the ratio is not provided.
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:
Name of the Director |
Designation |
% of increase in Remuneration |
Mr. Bharat Anumolu |
Managing Director |
2.27 |
Mr. S.V Narasimha Rao |
Executive Director |
4.61 |
Mr. Amrith Anumolu |
Executive Director |
100.00 |
Mr. M.Uttam Reddi |
Independent Director |
(#) |
Mr. VThirumal Rao |
Non-Executive Director |
(#i |
Mr. R.Gowri Shanker |
Independent Director |
(#i |
Mr. VJ.Sinqh |
Non-Executive Director |
(#) |
Mrs. Jayasree Anumolu |
Independent Director |
(#i |
Mr. Y.Mukthar Basha |
Chief Financial Officer |
6.67 |
Mr. K.Murali |
Company Secretary |
1 7.84 |
{#) The remuneration to non-executive Independent Directors comprises of sitting
fees for attending the Board / Committee meetings. The actual payment of sitting fee is based on the number of meetings attended by the Directors. In view of the aforesaid facts, the calculation of percentage increase in remuneration would not be meaningful and hence not provided.
The percentage increase in the remuneration of Chief Financial Officer and Company Secretary in the financial year: 10.92 %
(iii) The percentage increase in the median remuneration of employees in the financial year: 27.58%
(iv) The number of permanent employees on the rolls of the company: 234
(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 inthe managerial remuneration:
Managerial Remuneration was increased by 100% to Mr.Amrith Anumolu, Executive Director which is higher than percentile increase in salaries of employees other than Managerial Personnel. The increase is in commensurate with the level of contribution made by Mr. Amrith Anumolu to the Company.
(vi) Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms that the remuneration is as per the Remuneration Policy of the Company.
(B) Information as per section 1 97 (12) read with Rule 5 (2) and 5(3) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules,201 4:
(i) None of the employee was in receipt of remuneration for the financial year 2015-16, which, in aggregate, was not less than sixty lakh rupees; and
(ii) None of the employee who was employed for a part of the financial year 2015-1 6 was in receipt of remuneration for any part of the financial year 201 5-1 6, at a rate, which, in the aggregate, was not less than five lakh rupees per month.
SECRETARIAL AUDIT REPORT:
A Secretarial Audit Report given by Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai is annexed to this report.
AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE:
M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report.
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company.
COST AUDIT
Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 201 6-1 7 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be cordial during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required by Sec. 1 34 (3) [c] of the Companies Act, 201 3, your Directors further report that:
I In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures;
II The Directors have selected 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 as on 31st March, 201 6 and of the Profit of the Company for financial year ended 31 st March, 201 6;
MANAGEMENT DISCUSSIONS AND ANALYSIS Industry Structure & Development
The prefab building elements manufactured by your Company finds applications in cold storages, Food Processing Plants, Pharmaceuticals and Roofing applications. Expanded Polystyrene has varied applications in insulation and packaging. SteilWallz panels finds applications in construction of low cost housing. Your Company also undertakes Contracts with in-house /outsourced materials.
Outlook on Opportunities and Threats
With increased industrial construction and retail business activities and Government of India''s thrust and encouraging policies on cold storages with latest technologies for improving post harvest infrastructure, there is likely to be increase in demand for your Company''s products.
Fluctuating raw material prices can have negative impact on operations. Majorrawmaterialsare:
a) Expanded Polystyrene (a petroleum derivative):
Increase in petroleum prices impacts this raw material price.
III The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV The Directors have prepared the Annual Accounts on a going concern basis.
V 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.
VI 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.
REMUNERATION POLICY OF THE COMPANY
The remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in.
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bharat Anumolu Managing Director
Hyderabad S.V Narasimha Rao
May 27, 201 6 Executive Director
Mar 31, 2015
Dear Members'
The Directors present the 78th Annual Report of the Company together
with the Audited Accounts for the Financial Year ended 31.03.2015.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS (Rs. In Lakhs)
Year Ended Year Ended
31.03.2015 31.03.2014
Gross Revenue 13202.42 10704.20
Profit before interest & Depreciation 762.14 663.14
Finance Cost 462.86 238.26
Profit before Depreciation 299.28 424.88
Depreciation 304.50 222.52
Profit/(LOSS) before tax (5.22) 202.36
Profit / (LOSS) after taxation (9.83) 129.12
Surplus in Statement of Profit & Loss Account
from Last Year 1723.05 1648.72
Less: Depreciation on transition to
Schedule II of The Companies Act, 2013
on tangible fixed assets with nil remaining (5.78) -
useful life
Appropriations
Proposed Dividend on Equity Shares 46.83 46.83
Tax on Dividend 9.53 7.96
Surplus carried to Balance Sheet 1651.08 1723.05
Consolidated Financial Statements
In accordance with the Accounting Standard (AS)-21 on Consolidated
Financial Statements, the audited consolidated financial statement is
provided in the Annual Report.
DIVIDEND:
The Board of Directors wishes to inform the shareholders that the
Dividend at the rate of Re.l/- (10 percent) per share is proposed to be
paid as Dividend for the year ended 31st March, 201 5 to those share
holders whose name appears in the Register of Members on 6th August,
2015, subject to the approval of the shareholders in the ensuing Annual
General Meeting.
REVIEW OF OPERATIONS
A) PACKAGING PRODUCTS
Our EPS Packaging products are accepted throughout various industry
sectors due to our emphasis on quality and our adherence to production
schedules. Although our turn over is increasing, our profitability for
this product line is severely impacted by the continuous increase in
raw material prices.
B) PREFABRICATED PANEL PRODUCTS
Our Isobuild product line has performed well. SteilWallz which is
marketed as a superior building system has made substantial progress
during this year.
C) CONTRACTS & EXPORTS
Our contracting division continues to execute insulation contracts for
major public sector companies. We are striving to increase revenues in
this segment by marketing across regions. The exports division has
successfully won several global tenders and are in the process of
implementing those contracts. The exports teams is doing remarkably
well.
CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the
nature of business.
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 relate
and the date of the report: Nil
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operations in future : Nil
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements : Adequate internal financial
controls are in place and they are working effectively and efficiently.
Details of Associate Companies: Nil
Fixed Deposits
The details relating to deposits, covered under Chapter V of the Act:
(a) Accepted During the year NIL
(b) Remained un paid or unclaimed Rs. 147000/-
as at the end of the year
(c) Whether there has been any default There was no
in repayment of deposits or payment default In
of interest thereon during the year repayment of
and if so, number of such cases deposits or payment
and the total amount involved of interest thereon.
(d) At the beginning of the year NIL
Maximum during the year NIL
At the End of the year NIL
The details of deposits which are not
in compliance with the requirements
of Chapter V of the Act NIL
STATUTORY AUDITORS
Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai
(ICAI Registration Number of the firm is 008072S) were appointed as
Statutory Auditors of the Company in our Seventy Seventh Annual General
Meeting held on 13th August 2014 and they hold office till the
conclusion of our Eightieth Annual General Meeting on a remuneration as
the Board of Directors of the Company may determine, in addition to
travelling and out of pocket expenses.
INTERNAL AUDITORS
Mr .V.V Sridharan (Membership Number FCA 24801) is the Internal Auditor
of our Company.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No.MGT-9 forms part of this
Board's Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information Under Section 134 (3) (m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 and forming part of Directors
Report for the year ended 31 st March 2015.
Research and Development, Technology Absorption and Conservation of
Energy
The main focus of the Company's Research and Development effort is on
Energy Conservation, process upgradation and environmental preservation
Better utility of Resources, to minimize cost & wastage. Continuous
efforts are on to reduce wastage in use of Power and Fuel.
Foreign Exchange Earnings And Outgo
During the year under review, Foreign Exchange Earnings amounted to
Rs.1266.48 Lakhs as against Rs.51.26 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was
Rs.l392.67 Lakhs as against Rs.504.13 Lakhs during previous year.
DIRECTORS
APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Mrs Jayasree Anumolu was appointed as a Director with effect from 31st
March 2015. The appointment is subject to the approval and confirmation
of the shareholders in the ensuing Annual General Meeting.
Mr.V.Thirumal Rao retires by rotation at this Annual General Meeting,
and being eligible, offer him self for re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The declaration given by the Independent Directors are hosted in our
website www.beardsell.co.in
FORMAL ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORAAANCE AND THAT OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board members and the Committee members performed their functions
as required by the Companies Act 2013 and as per the regulatory
framework of Securities and Exchange Board of India.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2014-15 Six Board Meetings were held on
29/05/2014, 13/08/2014, 12/11/2014, 20/01/2015, 13/02/2015 and
31/03/2015.
AUDIT COMMITTEE
During the financial year 2014-15 Four Audit Committee Meetings were
held on 29/05/2014, 13/08/2014, 12/11/2014 and 13/02/2015.
Composition and Attendance record of the members of the Committee is as
under:
No. of
S. Member Designation meetings
No attended
1 Mr. M. Uttam Reddi Independent 3
2 Mr. V Thirumal Rao Non-Executive 4
3 Mr. R. Gowri Shanker Independent 3
4 Mr. V.J. Singh Independent 4
5 Mr. S.V. Narasimha Rao Executive
Director 4
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for directors and
employees to report genuine concerns and the same is hosted in our
wesite www.beardsell.co.in.
NOMINATION AND REMUNERATION COMMITTEE
During the financial year 2014-15 one Committee meeting was held on
19/05/2014.
S. Member Designation No. of
No meetings
attended
1 Mr. M. Uttam Reddi Independent 1
2 Mr. V Thirumal Rao Non-Executive 1
3 Mr. R. Gowri Shanker Independent 1
4 Mr. V.J. Singh Independent 1
CORPORATE SOCIAL RESPONSIBILITY REPORTING (CSR)
CSR Reporting forms part of this Report.
CSR COMMITTEE COMPRISES OF THE FOLLOWING DIRECTORS:
S. Member Designation No. of
No meetings
attended
1 Mr Bharat Anumolu Managing Director 1
2 Mr. Amrith Anumolu Executive Director 1
3 Mr.R.Gowri Shanker Independent Director 1
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT 2013:
(i) Loans : Rs.372.70 lacs
(ii) Guarantees : Nil
(iii) Investments : Rs. 138.08 lacs
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Form No. AOC-2: (Pursuant to clause (h) of sub-section (3) of section
134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 201 4).
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 arm's
length transactions under third proviso thereto:
Details of contracts or arrangements or transactions not at arm's
length basis : NIL
Details of material contracts or arrangements or transactions at arm's
length basis :
1. Name of the related party
and nature of relationship : Sarovar Insulation Pvt Ltd
(i) Nature of contracts/
arrangements/transactions : Processor and seller of EPS
Products and Purchaser of EPS
Resins
(ii) Duration of contracts/
arrangements/transactions : Ongoing
(iii) Salient terms of contract
including value : Processing charges : Rs. 15.98
lacs;
Sale of EPS Products : Rs.935.62
lacs;
Purchase of EPS Resins : Rs. 129.52
lacs
(iv) Date of approval by Board,
if any : 12th November 2014
(v) Amount paid as advances,
if any : Nil
2. Name of the related party
and nature of relationship : Gunnam Subbarao Insulation Pvt Ltd
(i) Nature of contracts /
arrangements / transactions : Processor of EPS & Quikbuild
products
(ii) Duration of contracts/
arrangements/transactions : Ongoing
(iii) Salientterms of contract
including value : Processing charges: Rs. 175.00 lacs
(iv) Date of approval by Board,
if any : 12th November 2014
(v) Amount paid as advances,
if any : Nil
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, none of the employee is drawing
remuneration in excess of the limits set out in the said rules.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. The said
information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining
such information may write to the Company Secretary and the same will
be furnished on request. The Full Annual Report including the aforesaid
information is being sent electronically to all those members who have
registered their email addresses and is available on the Company's
website.
SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rule 2014, your Company engaged the services of
Messrs. Lakshmmi Subramanian & Associates, Practicing Company
Secretaries, Chennai to conduct the Secretarial Audit of the Company
for the financial year ended March 31,2015.
The Secretarial Audit Report (in Form MR -3) is attached as Annexure to
this Report.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE:
M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given
a certificate regarding compliance of conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement and the
same is annexed to this report.
RISK MANAGEMENT POLICY:
The Company has developed and implemented a risk management policy
including identification therein the elements of risk which in the
opinion of the Board may threaten the existence of the company.
COST AUDIT
Your company has appointed Mr M. Krishnaswamy, Practicing Cost
Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial
year 2015-16 with the consent of the Central Government for the Audit
of Cost Accounts maintained by the Company.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be
cordial during the year.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required by Sec. 134 (3) [c] of the Companies Act, 201 3, your
Directors further report that:
I In preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
II The Directors have selected 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 as on 31st March, 2015 and of the Profit / (Loss) of the
Company for financial year ended 31st March, 2015;
III The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
IV The Directors have prepared the Annual Accounts on a going concern
basis.
V 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.
VI 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.
REMUNERATION POLICY OF THE COMPANY
The Remuneration policy of the Company Comprising the appointment and
remuneration of the Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been hosted in our website
www.beardsell.co.in .
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with
the SEBI ICDR Regulations on Corporate Governance, which have been
incorporated in Clause 49 of the Listing Agreement. A detailed report
on this forms part of Annexure.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the continued support received
from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bharat Anumolu
Managing Director
Chennai S.V. Narasimha Rao
May 29, 2015 Executive Director
Mar 31, 2014
Dear Members,
The Directors present the 77th Annual Report of the Company together
with the Audited Accounts for the Financial Year ended 31.03.201 4.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS (Rs. In Lakhs)
Year Ended Year Ended
31.03.2014 31.03.2013
Gross Revenue 10704.20 9609.92
Profit before interest & Depreciation 663.14 863.22
Finance Cost 238.26 177.96
Profit before Depreciation 424.88 685.26
Depreciation 222.52 179.33
Profit before tax 202.36 505.93
Profit after taxation 129.12 294.05
Surplus in Statement of Profit & 1648.72 1409.46
Loss from Last Year
Appropriations
Proposed Dividend on Equity Shares 46.83 46.83
Tax on Dividend 7.96 7.96
Surplus carried to Balance Sheet 1723.75 1648.72
REVIEW OF OPERATIONS DIVIDEND:
The Board of Directors wishes to inform the shareholders that the
Dividend at the rate of Re. 1 /- (10 percent) per share is proposed to
be paid as Dividend for the year ended 31st March, 2014 to those share
holders whose name appears in the Register of Members on 4th August,
2014, subject to the approval of the shareholders in the ensuing Annual
General Meeting.
A) PACKAGING PRODUCTS
Our EPS packaging products are accepted throughout various industry
sectors due to our emphasis on quality and our adherence to production
schedules. Notable customer wins in this financial year included
SANMINA SCI India Pvt Ltd., who have started procuring our product.
Although our volumes are increasing, our profitability for this product
line is severely impacted by the continuous increase in EPS raw
material prices.
B) PREFABRICATED PANEL PRODUCTS
Our Isobuild product line installed Walk-in Cold Rooms for storing
medicines throughout Andhra Pradesh. This tender was won against
international bidding. We have successfully executed 120 Nos of RO
plant buildings to Karnataka Rural Infrastructure Development Ltd for
supply of purified water in various villages throughout Karnataka. We
have also successfully executed 105 TORTA CABINS for PWD, Bihar.
This year substantial progress has been made in SteilWallz, which is
marketed as a superior building system to the traditional RCC
construction that is prevalent in the commercial and residential
building sectors. We have executed villas / houses in Tamil Nadu and
Hyderabad in a very quick time and at a competitive cost compared to
conventional method of construction.
C) CONTRACTS & EXPORTS
Our contracting division continues to execute insulation contracts for
major companies including HPCL, IOCL and others. We are striving to
increase revenues in this segment by marketing across regions. The
exports team has successfully won several tenders abroad and are in the
process of implementing the contracts.
FIXED DEPOSITS
Fixed Deposits amounting to Rs. 1.24 Lakhs matured but were not claimed
till 31st March 2014. Subsequently , Fixed Deposit totaling to Rs 0.45
Lakhs have been re- paid.
Pursuant to Section 73, 74 and 76 of the Companies Act 2013, deposits
accepted prior to 01/04/2014 are being repaid on the respective due
dates.
All Deposits / Interest accrued there on remaining unclaimed for a
period of seven years from the date they became due for payment have
been credited to the Investor Education and Protection Fund under
Section 124 (5) of the Companies Act, 2013.
INSURANCE
All the Properties of the Company including Buildings, Plant and
Machinery and Stocks have been adequately insured.
DIRECTORS
Mr. Bharat Anumolu was re-appointed as Managing Director with effect
from 20th May, 2014 for a period of five years. The re-appointment is
subject to the approval and confirmation of the shareholders in the
ensuing Annual General Meeting.
Mr. S.V. Narasimha Rao was re-appointed as Executive Director with
effect from 29th June, 2014 for a period of five years. The
reappointment is subject to the approval and confirmation of the
shareholders in the ensuing Annual General Meeting.
Mr. V.Thirumai Rao retires by rotation at this Annual General Meeting,
and being eligible, offer him self for re-appointment.
Mr. R.Gowri Shanker, Mr, M.Uttam Reddi and Mr. V.J.Singh Directors,
reappointed as an Independent Directors of the Company to hold office
for a period of five years from 29th May, 201 4 to 28th May, 2019.
AUDITORS
The Auditors, Messrs. Deloitte Haskins & Sells (DHS), retire and are
eligible for re-appointment for a further period of three years up to
the conclusion of the Eightieth Annual General Meeting of the Company.
A written certificate has been received by the Company from them that
the re-appointment, if made, will be in accordance with the limits
specified in Sec. 139 (1) of the Companies Act, 2013.
DIRECTORS''RESPONSIBILITY STATEMENT:
As required by Sec. 134 (3) [c] of the Companies Act, 2013, your
Directors further report that:
I. In preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
II. The Directors have selected accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31 st March, 201 4 and of the Profit of the Company
for financial year ended 31st March, 2014;
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the Annual Accounts on a going concern
basis.
COST AUDIT
Your company has appointed Mr M. Krishnaswamy, Practicing Cost
Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial
year 2014-15 with the consent of the Central Government for the Audit
of Cost Accounts maintained by the Company.
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with
the SEBI ICDR Regulations on Corporate Governance, which have been
incorporated in Clause 49 of the Listing Agreement. A detailed report
on this forms part of Annexure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information Under Section 134 (3) (m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 and forming part of Directors
Report for the year ended 31st March, 2014.
Research and Development, Technology Absorption and Conservation of
Energy
The main focus of the Company''s Research and Development effort is on
Energy Conservation, process up gradation and environmental
preservation Better utility of Resources, to minimize cost & wastage.
Continuous efforts are on to reduce wastage in use of Power and Fuel.
We have installed Solar Energy System in our Chennai Factory and we
have developed a low cost insulated building material for use in low
cost housing.
Foreign Exchange Earnings And Outgo
During the year under review, Foreign Exchange Earnings amounted to Rs.
51.26 Lakhs as against Rs.395.98 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was
Rs.504.13 Lakhs as against Rs.1 32.1 4 Lakhs during previous year.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be
cordial during the year.
PARTICULARS OF EMPLOYEES
None of the employees come under purview of Section 134 read with Rule
5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the continued support received
from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bharat Anumolu
Managing Director
Chennai S.V. Narasimha Rao
May 29, 201 4 Executive Director
Mar 31, 2013
The Directors present the 76th Annual Report of the Company together
with the Audited Accounts for the Financial Year ended31.03.2013.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS
(Rs. In Lakhs)
Year Ended Year Ended
31.03.2013 31.03.2012
Gross Revenue 9609.92 9643.04
Profit before Finance Cost
& Depreciation 842.22 639.75
Finance Cost 156.96 125.53
Profit before Depreciation 685.26 514.22
Depreciation 179.33 163.48
Profit before tax 505.93 350.74
Profit after taxation 294.05 235.25
Surplus in Statement of Profit
& Loss from Last Year 1409.46 1228.65
Appropriations
Proposed Dividend on Equitv Shares 46.83 46.83
Tax on Dividend 7.96 7.61
Surplus carried to Balance Sheet 1648.72 1409.46
REVIEW OF OPERATIONS
DIVIDEND:
The Board of Directors wishes to inform the shareholders that the
Dividend at the rate of Re.l .00 (10 percent) per share is proposed to
be paid as Dividend for the year ended 31st March, 201 3 to those share
holders whose name appears in the Register of Members on 4th August,
201 3, subject to the approval of the shareholders in the ensuing
Annual General Meeting.
A) PACKAGING PRODUCTS
Our EPS packaging products are accepted throughout various industry
sectors due to our emphasis on gualityand ouradherence to production
schedules. Notable customer wins in this financial year included
Samsung India Pvt. Ltd., who have started procuring our product for
their Sriperumbudur manufacturing location. Although our volumes are
increasing, our profitability for this product line is severely
impacted by the continuous increase in EPS raw material prices.
B) PREFABRICATED PANEL PRODUCTS
Our Isobuild product line was impacted due to the decrease in projects
initiated by the pharmaceutical sector. We have identified other
customer segments and expect our revenues from this product line to
stabilize or increase by diversifying beyond the pharma
sectorclientele.
We are ramping up our new product line, SteilWallz, which is marketed
as a superior building system to the traditional RCC construction that
is prevalent in the commercial and residential building sectors.
SteilWallz is a prefabricated
building panel that can cut energy use in buildings by up to 20 per
cent, and can reduce construction time by up to 50 per cent. These
substantial savings are not the only benefits that builders can obtain
from using SteilWallz prefabricated panels.
C) CONTRACTS & EXPORTS
Our contracting division continues to execute insulation contracts for
major companies including HPCL, IOCL and others. We are striving to
increase revenues in this segment by marketing across regions. The
exports team has successfully won several tenders abroad and are in the
process of implementing the contracts.
FIXED DEPOSITS
Fixed Deposits amounting to Rs. 1.29 Lakhs matured but were not claimed
till 31st March 2013. Subsequently , Fixed Deposits totaling to Rs 0.10
Lakhs have been renewed / re- paid. Reminders have been sent to the
other deposit holders for their instructions.
All Deposits / Interest accrued thereon remaining unclaimed for a
period of seven years from the date they became due for payment have
been credited to the Investor Fducation and Protection Fund under
Section 205 C of the Companies Act, 1956.
INSURANCE
All the Properties of the Company including Buildings, Plant and
Machinery and Stocks have been adequately insured.
DIRECTORS
Mr.V.Thirumal Rao, Mr.V.J.Singh, retires by rotation at this Annual
General Meeting, and being eligible, offer themselves for
re-appointment.
MrAmrith Anumolu was appointed as Executive Director with effect from
1st April, 2013 for a period of five years. The appointment is subject
to the approval and confirmation of the shareholders in the ensuing
Annual general Meeting.
AUDITORS
The Auditors, Messrs. Deloitte Haskins & Sells (DHS), retire and are
eligible for re-appointment. A written certificate has been received by
the Company from them that the re-appointment, if made, will be in
accordance with the limits specified in Sec.224 (IB) of the Companies
Act, 1956.
DIRECTORS''RESPONSIBILITY STATEMENT:
As required by Sec. 217(2AA) of the Companies Act, 1956, your Directors
further report that:
I. In preparation of the Annual Accounts, applicable accounting
standards have been followed along with aroperexplanation relating to
material departures;
II. The Directors have selected 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 as on 31st
March, 201 3 and of the Profit of the Company for financial year ended
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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the Annual Accounts on a going concern
basis.
COST AUDIT
Pursuant to the Circular Dated 24th January, 2012 of the Ministry of
Corporate Affairs, Your company has appointed Mr.M.Krishnaswamy,
Practicing Cost Accountant, Chennai (FCMA 5944) as Cost Auditor for the
year 201 2-201 3, with the consent of the Central Government, for the
Audit of Cost Accounts maintained by the Company.
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with
the SEBI iCDR Regulations on Corporate Governance, which have been
incorporated in Clause 49 of the Listing Agreement. A detailed report
on this forms part of Annexure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information Under Section 21 7(1)(e) of the Companies Act, 1 956 read
with Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1 988 and forming part of Directors Report for the
year ended 31 st March 201 3.
Research and Development, Technology Absorption and Conservation of
Energy
The mam focus of the Company''s research and Development effort is on
Energy Conservation, process up-gradation and environmental
preservation. Better utility of Resources, to minimize cost & wastage.
Continuous efforts are on to reduce wastage in use of Powerand Fuel.
We have installed Solar Energy System in our Chennai Factory and we ha''
e developed a low cost insulated building material for use in low cost
housing.
Foreign Exchange Earnings and Outgo
During the year under review, Foreign Exchange Earnings amounted to
Rs.395.98 Lakhs as against Rs.21.43 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was
Rs.132.14 Lakhs as against Rs.889.18 Lakhs during previous year.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be
cordial during the year.
PARTICULARS OF EMPLOYEES
None of the employees come under purview of Section 21 7 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continued support received
from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bharat Anumolu
Managing Director
Bengaluru S.V. Narasimha Rao
May 30, 2013 Executive Director
Mar 31, 2010
The Directors presentthe 73rd Annual Report of the Company together
with the Audited Accounts for the Financial Year ended 31.03.2010.
PERFORMANCE / OPERATIONS
FINANCIAL RESULTS ( Rs. In Lakhs)
Year Ended Year Ended
31.03.2010 31.03.2009
Gross Revenue 5811.50 5282.16
Profit before Interest & Depreciation 565.07 138.63
Interest 12.77 15.02
Profit before Depreciation 552.30 123.61
Depreciation 73.79 57.31
Profit before tax 478.51 66.30
Profit after taxation 320.03 31.00
Balance of Profit & Loss Account
from Last Year 579.50 548.50
Balance Profit carried to Balance Sheet 899.53 579.50
REVIEW OF OPERATIONS INSULATION DIVISION
a) EPS
Performance of this division was satisfactory and during the year your
Company has recorded substantial growth in this sector.
b) ISOBUILD PREFAB PANELS
The Division sold / installed 82658 RMT as against 93938 RMT during the
previous year. Slowdown of Projects, in particular, from
Pharmaceuticals, Roofing Applications, Cold Storage & Food processing
industries affected the sales. We hope that the subsequent year will
show better results.
c) CONTRACTING
Companys decision to reduce its exposure to AC&R segment resulted in
drop in business. We are planning to enter contracting business
substantially.
TRADING DIVISION
Trading Divisions performance was affected largely due to slump in
textile industry and exports. We were only doing textile exports. With
our past experience, we are planning to enter foreign trade in a big
way which will contribute significantly to our business.
CAPITAL ISSUE
The Company is implementing a number of enhancements in its production
capacity and its cash flow projections indicates that it would have to
raise additional debt via Term Loans to finance the capital expenditure
including working capital . To keep the burden low the Company proposes
to raise capital via issue of Fully Convertible Equity Warrants upto an
extent of Rs.232.00 lakhs to the Promoters on Preferential Basis. The
necessary resolution under section 81(1 A) of the Companies Act, 1956
is being placed before you at the ensuing Annual General Meeting for
seeking your approval.
LISTING WITH STOCK EXCHANGE
The Companys securities are listed at:
Madras Stock Exchange Ltd., 11 Second Line Beach, Chennai -600 001.
The Listing fee to the Exchange has been paid upto date.
FIXED DEPOSITS
Fixed Deposits amounting to Rs. 1.1 4 Lakhs matured but were not
claimed till 31st March, 2010. Subsequently, Fixed Deposits totaling to
Rs 0.23 lakhs have been repaid. Reminders have been sent to the other
deposit holders for their instructions.
All Deposits / Interest accrued there on remaining unclaimed for a
period of seven years from the date they became due for payment have
been credited to the Investor Education and Protection Fund under
Section 205 C of the Companies Act, 1956.
INSURANCE
All the Properties of the Company including Buildings, Plant and
Machinery and Stocks have been adequately insured.
DIRECTORS
Mr. P Punnaiah, Director passed away on 26th February, 201 0 and the
Board members and employees places on record the excellent support and
guidance given by him to the Companys growth.
Mr. M. Uttam Reddi and Mr R Gowri Shanker, Directors, retire by
rotation at this Annual General Meeting, and being eligible, offer
themselves for re-appointment.
Mr. Amrith Anumolu and Mr V J Singh (Nominee of LIC) appointed as
Additional Directors of the Company with effect from 12.08.2010.
AUDITORS
The Auditors, M/s. Deloitte Haskins & Sells (DHS), retire and are
eligible for re-appointment. A written certificate has been received by
the Company from them that the re-appointment, if made, will be in
accordance with the limits specified in Sec.224(lB)ofthe Companies Act,
1956.
NOTE ON SUBSIDIARY COMPANY MERGER OF SUBSIDIARY COMPANY
Pursuant to order dated 23rd July, 2009 passed by the Honble High
Court of Judicature at Madras in the Company Application No.988 of 2009
in Company Application No.551 of 2009, Meeting of Shareholders of
BEARDSELL LIMITED was held on 9th September, 2009 at 10.00 A.M. at
"Mini Hall", Sathguru Gnanananda Hall, Narada Gana Sabha, 314, T.T.K.
Road, Chennai 60001 8 and the approval for merger of Viraat Granites
(P) Ltd. (wholly owned subsidiary) with the Company was obtained. The
report of the Chairman was filed in the Madras High Court immediately
after the conclusion of the meeting.
Orders awaited from Hyderabad High Court for dissolution without
winding up of the Subsidiary Company.
AUDITORS OF SUSIDIARY COMPANY
The Auditors, M/s. Deloitte Haskins & Sells (DHS), retire and are
eligible for re-appointment. A written certificate has been received by
the Company from them that the re-appointment, if made, will be in
accordance with the limits specified in Sec.224 (1 B) of the Companies
Act, 1 956.
DIRECTORS RESPONSIBILITY STATEMENT
As required by Sec. 21 7(2AA) of the Companies Act, 1 956, your
Directors further report that:
I. In preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanation relating to
material departures;
II. The Directors have selected 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 as on 31 st March, 201 0 and of the Profit of the Company
for financial year ended 31st March, 2010;
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern
basis.
CORPORATE GOVERNANCE
Your Directors report that your Company has been fully compliant with
the SEBI Guidelines on Corporate Governance, which have been
incorporated in Clause 49 of the Listing Agreement. A detailed report
on this forms part of Annexure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information Under Section 217(l)(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1 988 and forming part of Directors Report for the
year ended 31st March, 2010.
Research and Development, Technology Absorption and Conservation of
Energy
The main focus of the Companys research and Development effort is on
Energy Conservation, process up gradation and environmental
preservation
Better utility of Resources, to minimize cost & wastage. Continuous
efforts are on to reduce wastage in use of Power and Fuel.
We are trying to go in for some cutting edge technology like solar,
etc.
Foreign Exchange Earnings And Outgo
During the year under review, Foreign Exchange Earnings amounted to
Rs.62.88 Lakhs as against Rs.115.33 Lakhs during previous year.
The total Foreign Exchange Outgo during the year under review was
Rs.422.97 Lakhs as against Rs.212.57 Lakhs during previous year.
EMPLOYEE RELATIONS
The relations between the employees and management continued to be
cordial during the year.
PARTICULARS OF EMPLOYEES
None of the employees come under purview of Section 21 7 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975.
ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continued support received
from the Bankers, Principals/Suppliers, Customers and Employees.
For and on behalf of the Board
Bbarat Anumolu
Managing Director
Chennai V. Thirumal Rao
August 28, 2010 Director
Mar 31, 2000
The Directors have pleasure in presenting the 63rd Annual Report of
the Company togetherwith the Audited Accounts for the year ended
31.03.2000.
The Balance Sheet and Report of the Subsidiary Company are annexed to
this Report as required under Sec.212 of The Companies Act, 1956.
FINANCIAL RESULTS:
(Rs. in Lakhs)
Year ended Year ended
31.03.2000 31.03.1999
Gross Revenue 4108.28 3965.40
Cash Profit 77.26 50.52
Depreciation 114.41 120.16
Loss (37.15) (69.64)
Balance of Profit & Loss
Account from Last year (13.77) 55.34
Dividend provision
Written Back - 0.53
Balance in Profit & Loss A/c (50.92) (13.77)
DIVIDEND:
Considering the working results for the year under review, no dividend
is recommended.
REVIEW OF OPERATIONS
Recession in the economy continued to affect the Companys performance
all over.
INSULATION DIVISION:
This divisions performance was adversely affected due to a steep
increase of 50% in Raw Material price between September 1999 and March
2000 which could not be fully passed on to customers immediately.
To improve competitiveness and reduce cost, automation of machines were
extended to all factories.
In Ganga Nagar unit all the employees resigned from the services of the
Company and their dues were settled.
In Thane unit due to high labour cost volumes were dropping. To
overcome this, during the year under review, your Company offered
Voluntary Retirement Scheme and only 10 workmen/staff opted for the
scheme. Further 44 workmen were retrenched after due statutory
compliance. Out of this 11 workmen have taken their terminal dues.
This partial reorganisation was completed in February, 2000. Benefits
of this reorganisation are likely to accrue during the current year.
ISOWALL PANELS:
During the year under review, your Company successfully completed two
large cold storages at Hyderabad and Amritsar. Major enquiries are
under negotiation and is likely to materialise during the current year.
MARKETING, CONSULTANCY AND EXPORT DIVISIONS:
MARKETING DIVISION:
(A) EPAD:
There was slight improvement in the working of this division. New
agency taken for Vaccum Circuit Breakers is getting stabilised.
(B) CHEMICALS:
This divisions performance was affected due to larger imports and
difficulties in the user segment. Credit policy of principal also
affected this business. Reduction in turnover is also due to direct
billing by the principal where the commission was protected.
CONSULTANCY DIVISION:
Consultancy divisions performance was satisfactory.
EXPORT DIVISION:
This divisions performance improved and efforts are being made for
further progress.
FUTURE PLANS:
Sandwich panels are extensively used in cold storages & Food processing
units. Technology is being sourced for food processing applications. To
improve performance of marketing division, additional agency from NTC
(TN & P) have been taken for certain territories. Further new agencies
are under discussion.
DIRECTORS:
Mr. M. Uttam Reddi and Mr.R C. D.Nambiar Directors retire by rotation
at this Annual General Meeting, and being eligible, offer themselves
for re-appointment.
AUDITORS REPORT:
As regards observations of the Auditors in their report for the year
under review, the Notes appended to the Accounts are self-explanatory.
AUDITORS
The Auditors, Messrs Fraser and Ross, retire and are eligible for
re-appointment. A written certificate has been received by the Company
from them to this effect that the re-appointment, if made, will be in
accordance with the limits specified in Sec.224(1 B) of The Companies
Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Sec.21 7(1)(e) of the Companies Act, 1956, read with
Rule 2 of The Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, the particulars relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo wherever applicable are annexed.
PARTICULARS OF EMPLOYEES
None of the employees comes under purview of section 217(2A) of The
Companies Act, 1956 read with Companies ( Particulars of Employees )
Rules 1975.
EMPLOYEE RELATIONS
The employee relations were cordial during the year under review except
in Thane unit where 33 retrenched workers have represented in labour
court.
NON-CONVERTIBLE DEBENTURES
The funds raised by private placement of Secured Redeemable
Non-convertible debentures amounting to Rs.75.00 lakhs have been
utilised only towards Working Captial and have not been diverted for
any other purpose. The debentures were fully redeemed during the year
under review.
FIXED DEPOSITS
Fixed deposits amounting to Rs.6.91 lakhs matured but were not claimed
till 31st March, 2000. Subsequently, Fixed Deposits totalling to
Rs.3.95 lakhs have been renewed/repaid. Reminders have been sent to the
other deposit holders for their instructions.
LISTING WITH STOCK EXCHANGE
The Companys securities are listed at: Madras Stock Exchange Ltd., 11,
Second Line Beach, Chennai - 600 001. The Listing fees to the Exchange
has been paid upto date.
ACKNOWLEDGEMENT
Your Directors gratefully acknowledge the continued support received
from the Financial Institutions, Bankers, Principals/Suppliers,
Customers and Employees.
For and on behalf of the Board
R PUNNAIAH
Chairman and Managing Director.
M. UTTAM REDDI
Director.
Chennai
23rd August 2000.