To,
The Shareholders,
Benara Bearings & Pistons Limited
The Board of Directors are pleased to present the Company's 32nd Annual
Report and the Company's Audited financial (Standalone) statement for the financial year
ended March 31, 2023.
1. FINANCIAL RESULTS:
Financial results of your Company for the year ended 31st March 2023 are
Summarized below.
|
Standalone (Rs. in Lakhs) |
| Particulars |
2022-2023 |
2021-2022 |
| Revenue from operation |
1967.09 |
2592.88 |
| Other Income |
54.95 |
16.69 |
| Total Income |
2022.04 |
2609.57 |
| Total Expenses |
3045.60 |
4540.01 |
| Exceptional items |
0 |
0 |
| Profit before Taxation |
(1023.56) |
(1930.44) |
| Less: Tax Expense |
185.32 |
533.41 |
| Profit after Tax |
(838.24) |
(1397.03) |
2. PERFORMANCE OVERVIEW AND FUTURE PROSPECTS:
The highlights of the Company's performance are as under:
• The Company has earned revenue from operations amounting to Rs. 1967.09/- (Rs.
In lakhs) during the year as compared Rs. 2592.88/- (Rs. In lakhs) during previous year
• Net Loss after tax is Rs. 838.24/- (Rs. In lakhs) in Financial Year 2022-2023
and Rs. 1397.03/- (Rs. In lakhs) in Financial Year 2021-2022.
3. TRANSFER TO RESERVES
The Company does not propose to transfer any sum to the General Reserve of the Company.
4. DIVIDEND
No dividend has been recommended by the Board of the company and directors regret their
inability to recommend any dividend for financial period 2022-23.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
6. CHANGE IN NATURE OF BUSINESS
During the year under review, the Company has not changed its Business.
7. CHANGE IN NAME OF THE COMPANY
During the year under review, there was no change in the name of the Company.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:
There are no material changes between the date of balance sheet and the date of this
report that would affect the financial position of the Company.
9. DEMATERIALISATION OF EQUITY SHARES
All the equity shares of the company are in dematerialized form with either of the
Depositories viz. NSDL and CDSL. The ISIN No. allotted is INE495Z01011.
10. THE BOARD AND KMP
a. Composition of the Board of Directors
The Company has following composition of the Board
| Mr. Panna Lal Jain |
: Chairman |
| Mr. Vivek Benara |
: Managing Director |
| Mrs. Nirmala Devi Jain |
: Additional Director |
| Mr. Akhil Kumar Jain |
: Additional Director |
| Mr. Avinash Kashyap |
: Independent Director |
| Mr. Vipin Kumar Jain |
: Chief Financial Officer (CFO) |
Mr. Akash Ashokkumar Bhandari : Company Secretary (CS)
b. Independent Director
Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other
applicable provisions of the Companies Act, 2013 and the Companies (Appointment and
Qualification of Directors) Rules, 2014, Mr. Avinash Kashyap (DIN: 00666821) is appointed
in 2017 as Independent Directors of the Company.
The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the
criteria of their independence laid down in Section 149(6) of the Act.
c. Appointment and Changes of Key Managerial Personnel
During the financial year 2022-2023, there has been no changes in Key Managerial
Personnel of the Company under Review. The Board members condoled the sad demise of Late
Mr. Akhil Kumar Jain, additional director of the company on 31st July, 2023. It
was noted that the directorship of Late Mr. Akhil Kumar Jain has ended on the date of his
demise.
After closure of the financial year 2022-2023, Mr. Akash Ashokkumar Bhandari was
appointed as the Company Secretary of the Company in the Board meeting held on 25th
May, 2023.
11. DECLARATION BY INDEPENDENT DIRECTORS
Every Independent Director, at the First meeting of the Board in which he participates
as a Director and hereafter at the First meeting of the Board of Directors in every
Financial Year, gives a declaration that he meets the criteria of Independence as provided
under Law.
12. COMMITTEES OF THE BOARD
Currently, the board has four Committees: The Audit Committee, Nomination &
Remuneration Committee, Corporate Social committee, Stakeholder Relationship Committee.
13. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management policy for dealing with different kinds of
risks which it faces in day-to-day operations of the Company. Risk Management Policy of
the Company outlines different kinds of risks and risk mitigation measures to be adopted
by the Board. The Company has adequate internal controls systems and procedures to combat
the risks. The Risk management procedure will be reviewed by the Audit Committee and Board
of directors on time- to-time basis.
14. SUBSIDIARIES/ ASSOCIATE/ TOINT VENTURE
The Company has two subsidiaries namely-Benara Solar Private Limited &
Securitrans Trading Private Limited during the year under review.
15. FIXED DEPOSITS
The Company has not accepted any deposits from public during the year under review.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The particulars of loans, guarantees or investments made by the Company under Section
186 of the Companies Act, 2013 have been disclosed in the Annual Report.
17. SHARE CAPITAL
The Authorized capital of the Company is Rs 20,00,00,000 and the subscribed, paid up
& issued capital of the company is Rs. 17,70,72,880 as on 31st March 2023.
Your Company has not issued any Equity Shares during the Financial Year 2022-2023.
18. MEETINGS
During the year Five Meetings were convened and held and the intervening gap between
the meetings was within the period prescribed under the Companies Act, 2013.
The dates on which the Board meetings were held are as follows 30/05/2022, 07/09/2022,
14/11/2022, 15/01/2023, 21/03/2023
Details of Attendance is as follows:
| Sr. No |
Date of Meeting |
Board Strength |
No of Directors Present |
| 1 |
30/05/2022 |
6 |
6 |
| 2 |
07/09/2022 |
6 |
6 |
| 3 |
14/11/2022 |
6 |
6 |
| 4 |
15/01/2023 |
6 |
6 |
| 5 |
21/03/2023 |
6 |
6 |
19. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014 an extract of annual return in MGT 9
was required to be attached.
However as per Notification dated August 28, 2020, the above provision has been
omitted.
20. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and regulation 25 of the SEBI
(Listing) obligations and disclosure requirements) Regulations, 2015, the Board has
carried out an evaluation of its own performance, the Directors individually as well as
the evaluation of the working of its Audit, Nomination & Remuneration Committee.
21. PARTICULARS OF EMPLOYESS
None of the employee has received remuneration exceeding the limit as stated in rule
5(2) of the Companies (Appointment of Managerial Personnel) Rules, 2014.
22. RELATED PARTY TRANSACTIONS
During the year under review, all the related party transactions were in the ordinary
course of the business and on arm's length basis. Those transactions were placed before
the Audit committee of Directors for prior approval in the form of omnibus approval as
provided in SEBI (LODR) Regulation.
Related party transactions under Accounting Standard - 18 are disclosed in the notes to
the financial statement and also mentioned in Annexure Form AOC-2 pursuant to clause (h)
of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014,
attached as ANNEXURE-III, to this report.
23. VIGIL MECHANISM
The Company has formulated a Whistle blower policy and has established vigil mechanism
for employees including Directors of the Company to report genuine concerns. The
provisions of this Policy are in line with the provisions of the Section 177(9) of the
Companies Act, 2013.
Audit Committee
The Board has constituted Audit Committee as required under Companies Act, 2013. The
Composition of the Committee is as under:
| Name of the Member |
Designation |
| Mr. Avinash Kashyap |
Chairman |
| Mr. Panna Lal Jain |
Member |
| Ms. Nirmala Devi Jain |
Member |
Nomination & Remuneration Committee
The Board has constituted Nomination and Remuneration Committee as required under
Companies Act, 2013.The Composition of the Committee is as under:
| Name of the Member |
Designation |
| Mr. Avinash Kashyap |
Chairman |
| Ms. Nirmala Devi Jain |
Member |
| Mr. Panna Lal Jain |
Member |
In terms of the provisions of Section 178(3) of the Companies Act, 2013, the Nomination
and Remuneration Committee is responsible for formulating the criteria for determining the
qualifications, attributes and Independence of a Director. The Nomination and Remuneration
Committee is also responsible for recommending to the Board a policy relating to the
remuneration of the Directors, Key Managerial Personnel and Senior Management.
Stakeholder Relationship Committee
The Board has constituted Stakeholder Relationship Committee as required under
Securities Exchange Board of India (Listing obligations and Disclosure Requirements)
Regulations, 2015 ("Regulations").
| Name of the Member |
Designation |
| Mr. Panna Lal Jain |
Chairman |
| Mr. Vivek Benara |
Member |
| Ms. Nirmala Devi Jain |
Member |
24. STATUTORY AUDITORS
In accordance with Section 139 of the Companies Act, 2013, M/s- Agrawal Jain and
Gupta, Chartered Accountants, (Firm Registration No. 013538C) were appointed on
30.09.2022 as the Statutory Auditors of the Company to hold office until the conclusion of
the Annual General Meeting to be held in the year 2027.
25. AUDITORS REPORT
There is a qualification made by the Auditors in their report on the Standalone and
Consolidated financial statement of the Company for the Financial Year ended on 31st
March, 2023 stating that
1. There is delay in payment of interest and instalments to some of the lenders. In
some cases where there are disputes with the lenders, the management has decided not to
provide interest which proposed to be provided at the time of settlement/ payment.
Accordingly, the loss for the year and loan liability has been understated to the extents
Board's reply: Company is in the process to one time of settlement/ payment to
various banks and NBFCs, the deals are also under considerations. During the year, company
did one time settlement with Axis Bank limited and Bandhan Bank loan accounts against the
outstanding balance of Rs.5138.00 Lacs, to Rs.3000.00 lacs. Provision for interest or
reversal of interest on account of waivers etc shall be recognised after the completion of
OTS process.
2. The company has not provided provision for doubtful debtors of Rs 1472.18 lacs which
are shown under non-current assets. Accordingly, the loss for the year is understated and
Debtors has been overstated to the extents.
Board's reply: As recoveries against such debtors are disputed and litigation is
pending,, it is decided not to provide for these doubtful debts in view of its possible
adverse impact on recovery litigation. However during the year the company has made the
provision for doubtful debts for Rs. 410.71 Lacs against other debtors.
3. Due to non-availability of confirmations and other relevant documents for loans and
advances of Rs 1142.48 lacs. Company has not provided provision for doubtful loans and
advances. Accordingly, the loss for the year is understated and Loans and Advances has
been overstated to the extents.
Board's reply: In our opinion the amount is recoverable and the appropriate actions
are being taken for recovery.
26. SECRETARIAL AUDIT AND REPORT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s Sourabh Bapna & Associates, Practicing Company Secretary to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as Annexure.
27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIALS STATEMENTS
a) The Board of Directors of the Company have adopted various policies and procedures
for ensuring the orderly and efficient conduct of its business, the safeguarding of its
assets, prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and the timely preparation of reliable financial information.
b) The Company has appointed Mr. Harcharan, Chartered Accountants, as Internal
Auditor to test the Internal Controls and to provide assurance to the Board that business
operations of the organization are in accordance with the approved policies and procedures
of the Company.
28. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY, ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Company has not carried any activities relating to the conservation of energy. The
Company has not acquired any technologies during the year under review.
The Company has carried out activities relating to the export and import during the
financial year. There are foreign exchange earnings and outgo during the year. Details of
foreign Exchange Transactions are mentioned in Notes to the Financial statement for the
year ended 31st March 2023.
29. ENVIRONMENT, HEALTH AND SAFETY
Your Company is continuously working towards laying a strong foundation and creating a
sustainable future for the organization, the people and the society as a whole. The
company has committed to lead and excel in all aspects of environmental safety, health and
social responsibility, always striving to provide safe and healthy work environment to our
employees and efficient, safe and environmentally responsible products to our customers.
30. DIRECTOR RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) of the Companies Act, 2013:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) That the directors had selected such accounting practices and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give true and fair view of the state of affairs of the company as at March 31, 2023 and of
the loss of the Company for the year ended on that date.
c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act and for
preventing and detecting fraud and other irregularities;
d) That the annual accounts have been prepared on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) 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.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future.
32. CORPORATE GOVERNANCE REPORT
Corporate Governance provisions are not applicable during the year 2022-2023 pursuant
to Chapter IV- OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES of
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder.
During the year under review, no complaints of sexual harassment has been reported.
34. APPLICATION/ ANY PROCEEDING PENDING UNDER THE INSOLVENSY AND BANKRUTCY CODE,
2016
Neither any application was made nor any proceeding pending under Insolvency and
Bankruptcy Code, 2016 during the financial year under the review.
35. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL
INSTITUTIONS ALONWITH THE REASONS THEREOF
During the year, company did one time settlement with Axis Bank limited and Bandhan
Bank loan accounts against the outstanding balance of Rs.5138 Lakhs to Rs.3000 Lakhs.
Provision for interest or reversal of interest on account of waivers etc shall be
recognized after the completion of OTS process.
Against the OTS amount, Rs. 662.20 Lakhs has been paid to Axis Bank and Bandhan Bank
till March 2023 and the balance amount needs to be paid on before 31st August 2023.The
Company is in process to taking necessary steps for raising of funds to meet the
settlement terms.
36. ACKNOWLEDGEMENT
The relations between the management and the employees were cordial during the year
under review. The directors place on record their sincere thanks to the employees,
bankers, business associates, consultants, and other government authorities for the
services extended to the company. Finally, I thank our shareholders for their continued
trust and confidence they have place in us.
For and on Behalf of the Board of Directors
FOR BENARA BEARINGS AND PISTONS LIMITED
| Vivek Benara |
Panna Lal Jain |
| Managing director |
Chairman |
| DIN: 00204647 |
DIN: 00204869 |
| Date: 07/09/2023 |
|
| Place: AGRA |
|
|