To the Members of
Beekay Niryat Limited
Your Directors have immense pleasure in presenting the 48th Annual Report on
the business and operations of your Company together with Consolidated and Standalone
Audited Financial Statements of the Company for the financial year ended March 31, 2023.
1. Financial Highlights
The highlights of the financial position for the year as compared to the corresponding
period in the previous year are given below;
|
Standalone |
Consolidated |
Particulars |
FY 2022-2023 |
FY 2021-2022 |
FY 2022- 2023 |
FY 2021-2022 |
Revenue from Operations |
1,848.30 |
18.55 |
1,848.30 |
18.55 |
Other Income |
57.58 |
79.84 |
57.58 |
79.84 |
Total Income |
1,905.88 |
98.39 |
1,905.88 |
98.39 |
Purchases |
1,731.22 |
- |
1,731.22 |
- |
Employee Benefit Expenses |
5.36 |
6.38 |
5.36 |
6.38 |
Administration and Other Expenses |
38.60 |
32.53 |
38.60 |
32.53 |
Sub-Total |
1,775.18 |
38.91 |
1,775.18 |
38.91 |
Profit before Interest, Depreciation and Tax |
130.71 |
59.48 |
130.71 |
59.48 |
Depreciation and Amortization Expense |
0.31 |
- |
0.31 |
- |
Profit before Interest and Tax |
130.4 |
59.48 |
130.4 |
59.48 |
Finance Cost |
1.40 |
2.03 |
1.40 |
2.03 |
Share of Profit/ (Loss) of Associates |
- |
- |
148.39 |
114.78 |
Profit Before Tax & Extraordinary Items |
129.00 |
57.45 |
277.39 |
172.23 |
Tax Expense |
|
|
|
|
-Current Tax |
32.04 |
14.85 |
32.04 |
14.85 |
-Deferred Tax Liability/(Assets) |
0.41 |
0.73 |
0.41 |
0.73 |
Net Profit for the Year |
97.37 |
41.86 |
245.76 |
156.64 |
Standalone Financial Results
During the Financial Year (FY) 2022-23, the Company has achieved a total income of
1,905.88 Lacs as compared to 98.39 Lacs in FY 2021-22. The profit before interest &
tax for FY 2022-23 stood at 130.4 Lacs compared to 59.48 Lacs achieved in FY 2021-22. The
net profit after tax stood at 97.37 Lacs for FY2022-23 as compared to 41.86 Lacs for the
previous year.
Consolidated Financial Results
During the Financial Year (FY) 2022-23, the Company has achieved a total income of
1,905.88 Lacs as compared to 98.39 Lacs in FY 2021-22. The profit before tax &
Extraordinary item for FY 2022-23 stood at 277.39 Lacs compared to 172.23 Lacs achieved in
FY 2021-22. The profit after tax stood at 245.76 Lacs for FY 2022-23 as compared to 156.64
Lacs for the previous year.
2. Change in the Nature of Business, if any
There was no change in the nature of business of the Company.
3. Share Capital
The paid up equity share capital of the Company as on March 31, 2023 was Rs.
76,842,370. During the year under review, the authorized and paid-up share capital of the
Company remain unchanged. The Company has not issued shares with differential voting right
neither granted any stock options nor sweat equity shares during the financial year under
review.
4. Dividend
The Board of Directors at their meeting held on May 15, 2023 has recommended payment of
0.50 paise per equity share being 5% on the face value of 10 each as final dividend for
the financial year ended March 31, 2023. The payment of dividend is subject to approval of
the shareholders at the 48th Annual General Meeting ("AGM") of the Company. The
dividend if approved by the members would involve a cash outflow of 38.42 Lacs. The
dividend payout is in accordance with the Company's dividend distribution policy.
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the
shareholders. Your Company shall, accordingly, make the payment of the dividend after
deduction of tax at source.
5. Transfer to Reserves:
The Company has not transferred any amount to the Reserves for the FY ended March 31,
2023.
6. Board of Directors & Key Managerial Personnel
The Board of the Company is duly constituted. None of the Directors of the Company is
disqualified under the provision of the act or the Listing Regulations. The Board of
Directors of the Company comprises of five Directors of which there are one is Executive
and four are Non-Executive Director including two Independent Director and one woman
Director. The composition of the Board of Directors is in compliance with the provision of
Section 149 of the Companies act, 2013.
Mr. Pankaj Sharma (DIN: 09512492), Mr. Umesh Joshi (DIN: 03385578) and Mr. Ashutosh
Bajoria (DIN: 01399944) has been appointed as Additional Director of the Company w.e.f.
May 30, 2023, January 11, 2023 and June 15, 2023 respectively. Further, the Board of
Directors based on the recommendation of the Nomination and Remuneration Committee has
recommended the appointment of Mr. Pankaj Sharma (DIN: 09512492) as Non-Executive &
Non Independent Director and Mr. Ashutosh Bajoria (DIN: 01399944) as Non-Executive &
Non Independent Director of the company w.e.f. September 27, 2023 at the meeting of the
shareholders of the company and Mr. Umesh Joshi has been resign from the post of Director
w.e.f. August 14, 2023.
There were no other changes in the composition of the Directors of the company during
the year.
The list of directors of the company is provided below:
Sr. No Name of the Director |
Designation |
1. Mrs. Puja Bajoria |
Chairperson cum Managing Director |
2. Mr. Pankaj Sharma |
Non-Executive Director |
3. Mr. Ashutosh Bajoria |
Non-Executive Director |
4. Mr. Pratap Kumar Mondal |
Independent Director |
Woman Director
The Company have Mrs. Puja Bajoria (DIN: 07018123) as Woman Director in the Board of
the Company as per the requirement of Section 149 of the Companies Act, 2013 read with
Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel
Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial
Personnel of the Company:
Sr. No Name of Key Managerial Personnel |
Designation |
1. Mrs. Puja Bajoria |
Chairperson cum Managing Director |
2. Mrs. Suman Agrawal |
Chief Financial Officer |
3. Mrs. Divya Agarwal |
Company Secretary cum Compliance Officer |
Mr. Bhavesh Surolia resigned from the post of Company Secretary and Compliance Officer
of the company w.e.f. February 22, 2023 and Mrs. Divya Agarwal were appointed as Company
Secretary and Compliance Officer of the Company w.e.f. June 30, 2023.
7. Director retire by rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Puja Bajoria (DIN: 07018123), Director of the Company
shall retire by rotation at the ensuing Annual General Meeting and being eligible has
offered herself for re-appointment. The Board and Nomination and Remuneration Committee
recommended his re-appointment to the shareholders of the Company at the ensuing Annual
General Meeting.
8. Deposits:
During the year under review, your Company has not accepted any deposit covered under
Chapter V of the Act and neither has accepted any deposits which are not in compliance
with the requirements of Chapter V of the Act; and within the meaning of Section 73 and 74
of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
There are no outstanding deposits as on 31st March, 2023.
9. Listing of Equity Shares
The equity shares of the Company are listed on BSE Limited and the Annual Listing Fee
for the Financial Year 2022-23 has been duly paid.
10. Particulars of loans, guarantees or investments:
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act are given in the notes to the financial statements.
11. Particulars of contracts or arrangements made with related parties:
All Related Party Transactions entered during the year were in the ordinary course of
business and on arm's length basis. The Company had not entered into any contract,
arrangement and transaction with related party (ies) which could be considered material in
accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134
(3) (h) of the Companies Act, 2013 in Form AOC -2 is not applicable.
The policy on materiality of related party transactions and dealing with related party
transaction as approved by the Board may be accessed on the Company's website
https://beekayniryat.com/policies
12. Management's Discussion and Analysis Report:
The Management Discussion and Analysis Report of the financial conditions and results
of operations of the Company for the year under review, as required under regulation 34
(2) (e) read with Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is
presented in the separate section forming part of this Annual Report as "Annexure
IV".
13. Director's Responsibility Statement:
The Board of Directors acknowledge the responsibility for ensuring compliance with the
provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in
preparation of annual accounts for the financial year ended 31st March, 2023 and state
that:
a. In the preparation of the Annual Accounts for the Financial Year ended 31st March,
2023, the applicable accounting standards had been followed 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
profit and loss of the Company for that period.
c. 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
profit and loss of the Company for that period.
d. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
e. The Directors had prepared the annual accounts for the financial year ended 31st
March, 2023 on a going concern basis.
f. The Directors had laid down proper internal financial controls to be followed by the
company and that such internal financial controls are, adequate and are operating
effectively.
g. That 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.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2022-2023.
14. Recommendations of the Audit Committee:
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
15. Human Resource Management:
To ensure good human resources management at Beekay Niryat Limited, we focus on all
aspects of the employee lifecycle. This provides a holistic experience for the employee as
well. During their tenure at the Company, employees are motivated through various
skill-development, engagement and volunteering programs. All the while, we create
effective dialogs through our communication channels to ensure that the feedback reach the
relevant teams, including the leadership.
16. Particulars of employees:
Information pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time has been given as "Annexure II" which forms a part of this
Report.
Remuneration Paid to Managing Director during 2022-23 (In Rupees):-
Name of the Director |
Salaries and Allowances |
Perquisites |
Company's Contribution to PF |
Commission & Performance linked incentives |
Sitting Fees |
Total |
Mrs. Puja Bajoria |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
1. None of the Directors had the pecuniary relationship with the company.
2. The non-executive Directors of the company are not paid any remuneration during the
year 2022-23.
3. The company enters into service contracts with all executive directors till the
duration of their tenure. The services of the Executive Directors may be terminated by
either party, giving the other party three months' notice or the company paying three
months' salary in lieu thereof. There is no separate provision for payment of severance
fees.
4. The company does not have any stock option/Employees Stock Option Scheme.
There are no employees who were in receipt of remuneration in excess of the ceiling
prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
17. Corporate Governance:
Corporate governance is an ethically driven business process that is committed to
values aimed at enhancing an organization's brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders' expectations. At Beekay Niryat Limited, it is
imperative that our company affairs are managed in a fair and transparent manner. This is
vital to gain and retain the trust of our stakeholders. The Company is committed to
maintain the highest standards of corporate governance and adhere to the corporate
governance requirements set out by SEBI. The Company has also implemented several best
corporate governance practices as prevalent globally.
Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
compliance with the provisions of Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule
V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the company
during the financial year 2022-23. Consequently, the Compliance Report on Corporate
Governance as stipulated under Schedule V of the Listing Regulations does not form part of
this Annual Report for the Financial Year 2022-23. The declaration of non-applicability of
corporate governance from Managing Director is annexed herewith as "Annexure- V".
18. Auditors' certificate on Corporate Governance:
Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements)Regulations,2015,compliance with the provisions of Regulation 17, 17A, 18,
19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V of Securities and Exchange Board of
India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) were not applicable on the company during the financial year 2022-23.
Consequently, the Auditors' Certificate on Corporate Governance as stipulated under
Schedule V of the Listing Regulations do not form part of this Annual Report for the
Financial Year 2022-23.
19. Corporate social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the company does not fall under the ambit as provided under Section 135 of
the Companies Act, 2013 read-with Rules made there under.
20. Risk Management Policy:
In compliance with the applicable provisions of Companies Act, 2013, the Board has
framed and adopted the Risk
Management Policy of the company in order to ensure that the Company's affairs shall be
carried out in a sound and prudent manner by managing its business, operating and
financial risk by adopting appropriate risk identification, assessment, and control and
mitigation measures.
21. Vigil Mechanism/ Whistle Blower Policy:
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To maintain these standards, the Company encourages its
directors and employees who have concerns about suspected misconduct to come forward and
express these concerns without fear of punishment or unfair treatment. Your Company has
established a vigil mechanism for grievances Redressal of the Directors and employees of
the Company which will help in reporting genuine concerns or grievances of Directors and
employees, actual or suspected fraud and it provides adequate safeguards against
victimization. The Whistle Blower shall also have right to access to the Chairman of the
Audit Committee directly in exceptional cases. The Whistle Blower Policy is available on
our website https://beekayniryat.com/policies.html During the year under review, the
Company has not received any complaint under this policy.
22. Disclosure under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act,2013:
The Company has in place Prevention of Sexual Harassment at Workplace - Policy in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and
trainees) are covered under this policy. Further, it is hereby stated that the company has
complied with provisions relating to the constitution of Internal Complaints Committee
which is responsible for redressal of complaints related to sexual harassment at the
workplace. During the period under review, no complaint had been received under the Act.
The policy is available on the Company's website at the
https://beekayniryat.com/policies.html
No. of Complaints received: NIL No. of Complaints resolved: NIL No. of Complaints
pending: NIL
23. Details of application made or proceeding, pending under Insolvency and Bankruptcy
Code 2016 (31 of 2016) during the FY
During the year under review, there were no application made or proceeding pending in
the name of the company under the Insolvency and Bankruptcy Code 2016.
24. Subsidiaries/Joint Venture/ Associate Company
Subsidiaries: Your Company doesn't have any Subsidiary company.
Joint Venture: Your Company doesn't have any Join Venture.
Associate: Your Company has one associate company named Agribiotech Industries
Limited having investment of 34.45% as on March 31, 2023.
25. Board Meetings
Board met Eleven (11) times during the financial year 2022-23. The meetings were held
on April 28, 2022; May 13, 2022; June 13, 2022; July 09, 2022; July 15, 2022; September
06, 2022; October 14, 2022; January 05, 2023; January 11, 2023; February 14, 2023 and
March 01, 2023. The intervening gap between any two meetings was within the time period
and quorum at these meetings was in conformity with the provisions of the Companies Act,
2013 and Listing Regulations and Secretarial Standard-1 on Board Meetings issued by the
Institute of Company Secretaries of India.
26. Meeting of Independent Directors
Independent Director plays a pivotal role in governance process of the Board and
Schedule IV of the Companies Act 2013 and rules made there under mandates that the
Independent Directors of the Company should hold at least one meeting in year without the
attendance of Non-Independent Directors.
The Independent Directors met once during the financial year ended 31st March, 2023
i.e. on March 14, 2023 without the attendance of Non-Independent Directors in an informal
and flexible manner to enable the Independent Directors to discuss matters pertaining to,
inter alia, evaluation of performance of Non-Independent Directors, the Board as a whole
and evaluation of performance of the Chairperson of the Company, taking into account the
views of Executive Directors and Non Executive Directors. The Independent Directors also
reviewed the quality, quantity and timeliness of the flow of information between the
Company Management and the Board and its' Committees which is necessary to effectively and
reasonably perform and discharge their duties.
All the Independent Director of the Company has registered themselves with the Indian
Institute of Corporate Affairs
("IICA") towards the inclusion of names in the data bank and they meet the
requirements of proficiency self-assessment test The Company has received declarations of
independence in accordance with the provisions of the Act as well as the LODR Regulations
from all the Independent Directors.
27. Familiarization Programme for Independent Directors
In compliance with the requirements of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015, the Company has put in place a familiarization programme
for Independent Directors as a guide for Independent Directors from time-to-time for
better understanding of the Company's operations. The details of such familiarization
programmes
Independent Directors are posted on the website of the Company
http://www.beekayniryat.com
28. Adequacy of Internal control and Compliance with Laws
The company has in place adequate internal financial controls with reference to
financial statements. During the year under review, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
29. Secretarial Standards
Your Directors states that they have devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards and that such system are adequate
and operating effectively and the applicable Secretarial Standards have been duly complied
by your Company.
30. Details in respect of fraud reported by auditors under sub-section (12) of section
143 of Companies Act, 2013
As specified under Section 143 (12) of Companies Act, 2013 including any statutory
amendments or modifications, if any, the auditor of the company has not reported any fraud
in the course of the performance of his duties as auditor.
31. Performance Evaluation of the Board, its Committees and individual Directors
In terms of requirements of Listing Regulations and provisions of the Companies Act,
Nomination cum Remuneration Committee of the Board of Directors of the Company specified
the manner for effective evaluation of performance of Board, its Committees and Individual
Directors. Based on the same, annual evaluation of its own performance, performance of
Committees, Individual Directors including Independent Directors was carried out during
the reporting period. The Company had adopted the evaluation parameters as suggested by
ICSI and SEBI with suitable changes from Company's perspective.
The Board has carried out an annual evaluation of its own performance and that of its
Committees as well as performance of the Directors individually including Independent
Directors (excluding the director being evaluated) has been made.
Performance evaluation of Directors was carried out by Board and Nomination and
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board, deliberations and participation level in
board functioning, extent of diversity in the knowledge and related industry expertise,
attendance and participations in the meetings and workings thereof and Initiative to
maintain high level of integrity and ethics and the same was apprised to the Board of
Directors.
Independent Directors had carried out performance evaluation of Non-Independent
Directors in their separate meeting, the Board as a whole and performance evaluation of
Chairman was carried out, taking into account the views of Executive and Non-Executive
Directors. The Board/Directors expressed their satisfaction with the evaluation process.
32. Remuneration Policy
Your Company has a well-de ned policy for selection, appointment and remuneration of
the Directors, Key Managerial Personnel and Senior Management. The main objective of the
said policy is to ensure that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate the Directors, Key Managerial Personnel and
Senior Management employees. The web link of the policy is http://www.beekayniryat.com The
Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior
Management employees includes the criteria for determining qualifications, positive
attributes, independence of director and other matters as per section 178(3) of the
Companies Act, 2013 is stated in the "Annexure III" which form
part to this report.
33. Non-Executive Directors' Compensation and Disclosures
None of the Independent/Non-Executive Directors have and pecuniary relationship or
transactions with the company which in the judgement of the Board may affect the
independence of the Directors.
34. Statutory Auditors:
M/s. R P Khandelwal & Associates, Practicing Chartered Accountants, Jaipur having
Firm Registration No: 001795C were appointed as Statutory Auditors of your Company at the
45th Annual General Meeting to hold office for a term of 5 consecutive Financial Years in
place of M/s. RANKS & Associates, Chartered Accountants till the conclusion of 49th
Annual General Meeting to be held in the year 2025. Further, M/s. R P Khandelwal &
Associates, Chartered Accountants have confirmed their consent and eligibility under the
provisions of the Companies Act, 2013 to act as such.
The Auditor's report does not contain any reservation, qualification or adverse remark.
Information referred to in the Auditor's Report are self-explanatory and do not call for
any further comments.
S. No. Auditor's opinion |
Management Reply |
1. Non-Current Investments includes: i Shares held, quoted and in
physical form having market worth Rs. 0.41 lacs are not held in the name of the Company.
This is contravention to section 187 of the Companies Act, 2013. |
The Company is in the process of Converting theses shares in the name
of the Company at its earliest and then proceeds to demat these shares. |
2. The interest payable under MSMED Act, 2006 and other disclosures of
trade payable to micro enterprises and small enterprises has not been ascertained and not
provided for by associate Company M/s Agribiotech Industries Limited. |
The associate company has not provided the interest on delay payment
to MSME as it has long standing relation with these suppliers and they agreed to waive the
interest on delay payment in view of present economic and financial position of the
company. |
35. Secretarial Auditor:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the rules made
there under, Mrs. Ankita Nevatia, Proprietor at M/s. Ankita Nevatia & Co., Practicing
Company Secretaries having ICSI Membership No. FCS 8510 and C.O.P. No. 9709 was appointed
as Secretarial Auditor to conduct secretarial audit of the Company for the financial year
2022-23. The Secretarial Audit Report for the financial year 2022-23 is attached herewith
as "Annexure I" along with Annexure A to this
report. The report does not contain any reservation, qualification or adverse remark.
Information referred to in the Secretarial Auditor Report are self-explanatory and do not
call for any further comments.
36. Cost Auditor :
Your Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, and is not
required to appoint Cost Auditors.
37. Internal Auditor:
M/s Ashish NK Agrawal & Associates, Chartered Accountants, Jaipur performed the
duties of Internal Auditors of the Company for 2022-23 and their report is reviewed by the
Audit Committee of the company on Quarterly intervals.
38. Prevention of Insider Trading:
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, senior management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under Report, there has been due compliance with the said code of conduct for
prevention of insider trading. The Board has already adopted a revised Code of Prevention
of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The same has been placed on the website of the Company http://www.beekayniryat.com
39. Other Disclosures
As per declaration received from Independent Directors they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and have
complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules,
2014, as amended as on date. As per evaluation done by the Nomination and Remuneration
Committee and by the Board of all the Independent Directors by considering the parameters
such as whether the Directors uphold ethical standards of integrity and probity, the
ability of the directors to exercise objective and independent judgment in the best
interest of Company, the level of confidentiality maintained, adherence to the applicable
code of conduct for Independent Directors and their role in bringing independent judgment
during Board deliberations on strategy, performance, risk management, expertise and
experience etc. all the Independent Directors have maintained the integrity, expertise and
have vast experience in the industry. All the Independent Directors have registered
themselves in the Independent Directors data bank and all Independent directors of the
company has exempted to pass self-assessment test so no need to pass self-assessment test
by the independent directors of the company as conducted by the IICA . They possess
required qualification, skills, expertise and experience to be appointed as Independent
Directors of the Company. Moreover, the independent directors have complied with the code
of conduct as prescribed in Schedule IV to the Companies Act, 2013. During the reporting
period, none of the Directors of the Company are disqualified in terms of sub-section (2)
of Section 164 of the Companies Act, 2013. The Company has devised the Terms and
Conditions for appointment of Independent Directors available on the following web link
http://www.beekayniryat.com Code of Conduct of Independent Directors available on the
following web link http://www.beekayniryat.com
40. Green Initiative for Paperless Communication
Ministry of Corporate Affairs ("MCA"), Government of India has announced
"Green Initiative in Corporate Governance" by allowing Companies to send Notices
/ Documents / Annual Reports and other communication to its shareholders by electronic
mode i.e. by e-mail. In line with the initiatives taken by MCA, BEEKAY NIRYAT LIMITED
proposes to send documents such as Notices of General Meeting(s), other Notices, Annual
Report and all other communications to its Shareholders through electronic mode i.e. on
the e-mail address provided by you.. To support this green initiative in full measure,
members who have not registered their e-mail addresses so far, are requested to register
their e-mail addresses, in respect of electronic holdings with the Depository through
their concerned Depository Participant. Members who hold shares in physical form are
requested to fill in the Registration form which can be obtained from Company's Registrar Niche
Technologies Private Limited
Please note that all such documents shall be made available on the Company's website
and the same shall also be kept open for inspection at the Registered Office of the
Company during the business hours.
41. Committees of Board of Directors:
The Company's governance structure is based on the principles of freedom to the
executive management within a given framework to ensure that the powers vested in the
executive management are exercised with due care and responsibility so as to meet the
expectation of all the stakeholders. In line with these principles and the Companies Act,
2013, the Board has formed two committees:
1. the Audit committee and
2. the Nomination and Remuneration committee
As per the provision of Section 178 (5) and Regulation 15 of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, formation of Stakeholders Relationship
Committee is not mandatory for the Company and hence it is not formed.
Name of the Committee |
Name of the Company Member |
Position in the Committee |
|
Mr. Pratap Kumar Mondal ([DIN: 06730854] |
Chairman |
Audit Committee |
Mr. Umesh Joshi [DIN: 03385578] |
Member |
|
Mr. Pankaj Sharma[DIN: 09512492] |
Member |
During the year, the committee met four (4) times on
28.04.2022; 15.07.2022; 14.10.2022 and 11.01.2023 |
The composition of the committees and compliances, as per the applicable provisions of
the Act and Rules and SEBI (LODR) Regulations, 2015, are as follows:
Name of the Committee |
Name of the Company Member |
Position in the Committee |
Nomination and Remuneration |
Mr. Pratap Kumar Mondal [DIN: 06730854] |
Chairman |
Committee |
Mr. Umesh Joshi [DIN: 03385578] |
Member |
|
Mrs. Pankaj Sharma[DIN: 09512492] |
Member |
During the year, the committee met two (2) times on
13.06.2022, and 01.03.2023. |
42. Extract of Annual Return:
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31, 2023, is available on the Company's
website and can be accessed at http://www.beekayniryat.com
43. Significant and Material Orders passed by the Regulators or Courts:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company and Company's operations in
future.
44. Material Changes and Commitments, affecting the financial position of the company
between the end of financial year and the date of this report:
There are no material changes and commitments that have occurred between the end of the
financial year and the date of this report of the Company to which the financial
statements relate and the date of this report which may affect the financial position of
the Company.
45. Details of difference between valuation amount on one time settlement and valuation
while availing loan from banks and financial institution:
During the under review, there has been no one time settlement of loan taken from banks
and financial institution.
46. The conservation of energy, technology absorption, foreign exchange earnings and
outgo:
The particulars as prescribed under Sub Section 3 (m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as "Annexure
VI" to this Board's Report.
47. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, shareholders, lenders, business associates,
vendors, customers, media the employees and other stakeholders of the Company.
By Order of Board of Directors |
|
For Beekay Niryat Limited |
|
Sd/- |
|
Puja Bajoria |
|
(Chairperson cum Managing Director) |
|
(DIN: 07018123) |
|
Date: 04.09.2023 |
|
Place: Jaipur |
|
Registered Office: |
Sd/- |
111, Signature Tower, DC-2, |
Ashutosh Bajoria |
Lal Kothi Scheme, Tonk Road, |
(Director) |
Jaipur-302015 Raj. |
(DIN: 01399944) |
|