To,
The Members of the Company,
Your Directors have pleasure in presenting the Sixteenth Annual Report and the Audited
Financial Statements of your Company for the financial year ended 31st March,
2023.
FINANCIAL SUMMARY [pursuant to Rule 8(5)(i) of the Companies (Accounts) Rules,
2014]
Based on Ind AS compliant Financial Statements
Particulars |
31st March 2023 |
31st March 2022 |
|
(In Rs. lakhs) |
(In Rs. lakhs) |
Revenue from operations |
756.33 |
769.96 |
Other income |
146.01 |
93.69 |
Profit / (loss) before Finance cost, Depreciation and Exceptional item |
335.15 |
314.72 |
Finance costs |
1,365.39 |
1,345.94 |
Profit / (loss) before Depreciation and Exceptional item |
(1,030.24) |
(1,031.22) |
Depreciation |
1.66 |
1.11 |
Profit / (loss) before Tax and Exceptional item |
(1,031.90) |
(1,032.33) |
Exceptional item |
- |
- |
Profit / (loss) after Exceptional item before Tax |
(1,031.90) |
(1,032.33) |
Provision for Tax (including Deferred tax) |
55.90 |
90.95 |
Profit / (loss) after Tax |
(1,087.80) |
(1,123.28) |
Other comprehensive income (loss) |
(0.23) |
(0.56) |
Total comprehensive income / (loss) for the year |
(1,088.03) |
(1,123.84) |
ECONOMIC SCENARIO:
The global economy is gradually recovering from the powerful blows of the Pandemic
COVID-19 and Russia - Ukraine war. The Novel Corona virus has been a great challenge to
the nation for past three years and in this year, the nation has almost recovered but not
completely. The aftermath effects nemesis are still there. The inflation on the prices of
commodities that rose sharply after Russia - Ukraine war have been moderated now. The Sri
Lanka Economic Crisis in the year 2022 is an unanticipated event which affected India's
export rate. Irrespective of these crisis and situations, there were factors which
contributed to the growth of the economy globally. A detailed discussion in this regard is
covered under the Management Discussion and Analysis Report forming part of this report.
OPERATIONS
The members may be aware that pursuant to the Demerger Scheme of Binny Ltd, the
Agencies and Services Undertaking of Binny Ltd was transferred to and vested in the
Company, with effect from 1st January 2010, the appointed date as per the
Demerger Scheme.
The Company operates in 3 divisions viz., Warehousing, Showrooms and Textiles. The
Warehousing division has rented its warehouses and is deriving rental income from it. The
Showrooms are engaged in retail selling of textile materials. The Textiles division is
engaged in selling textile materials, particularly uniform materials, bed spreads, and
other textile varieties. Earlier the Company operated in 4 divisions including Agencies.
The agencies division was engaged in business of selling tarpaulin, raincoats and bags.
Presently the Company does not have agencies division and functions with other 3 divisions
mentioned above.
For the year 2022-23, the Rental income from Warehousing division was Rs. 351.22 lakhs
as against Rs. 308.62 lakhs in the previous year, an increase by 13.81%. The sales made by
the Showrooms division were Rs.110.95 lakhs as against Rs.117.23 lakhs in the previous
year, a decrease by 5.35%. The Textiles division made sales of Rs. 292.71 lakhs as against
Rs. 342.67 lakhs in the previous year, a decrease by 14.58%.
The aggregate amount of revenue from rent, sales and operating income were Rs. 756.33
lakhs as against Rs. 769.96 lakhs in the previous year.
The warehouse division has made a net profit of Rs. 280.17 lakhs as against Rs. 242.67
lakhs in the previous year, the showrooms division has incurred a net loss of Rs. 18.53
lakhs as against a Net loss of Rs. 9.24 lakhs in the previous year and the textiles
division has earned a net loss of Rs. 2.86 lakhs as against a Net profit of Rs. 20.70
lakhs in the previous year.
The Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) had become applicable
to the Company from the financial year 2017-18 onwards. Accordingly, the financial
statements for the year ended 31st March 2023 have been prepared and presented
after complying with the applicable Ind AS requirements.
PREFERENCE SHARES
The 28,14,18,142 (9%) Cumulative Redeemable Preference Shares (CRPS) of Rs.5/- each
aggregating to Rs.140,70,90,710/- were redeemable on or before 12th May 2020.
However the redemption period was extended for a further period of 5 years to be redeemed
on or before 12th May, 2025.
The preference shareholders and the shares held by them are as follows:
Name of the shareholder |
Number of shares |
TCP Limited |
27,60,54,066 |
Thiruvalluvaar Textiles Private Ltd |
52,64,076 |
Shri V. R. Venkataachalam |
32,000 |
Smt.Radha |
32,000 |
Shri V. Sengutuvan |
32,000 |
Shri V. Rajasekaran |
1,000 |
Shri D. Prasannamoorthy |
1,000 |
Shri S. Varatharajan |
1,000 |
Smt B. Meenakumari |
1,000 |
Total |
28,14,18,142 |
Preference share dividend is payable on the CRPS from the date of original allotment of
shares by Binny Limited. The holders of the CRPS have preferential right to dividend over
the equity share holders, as and when dividend is declared by the company.
In accordance with the Ind AS requirements, the Paid-up Preference Share Capital on the
9% Cumulative Redeemable Preference Shares of Rs.140,70,90,710/- which was earlier
classified as Share Capital has now been reclassified as Borrowings as Financial
Liabilities under Non-current liabilities.
Pursuant to this classification, the preference dividend amount of Rs.12,66,38,164/-
has been charged to Profit and Loss statement as Finance Cost for the year ended 31st
March 2023 as against the amount of Rs.12,66,38,164/- in the previous year ended 31st
March 2022.
The amount of Preference dividend payable has increased from Rs. 18,856.58 lakhs in the
previous year to Rs. 20,122.97 lakhs in the current year.
Since the Company has incurred loss, the company cannot pay dividend this year. Hence,
the company is not recommending preference dividend this year.
DIVIDEND ON EQUITY SHARES
The company is not recommending dividend on the equity shares for this year.
COMPANY'S PERFORMANCE
Considering the difficult macro-economic conditions and challenging business
environment, the Company's performance during the year under review was satisfactory.
FUTURE PLANS
The Company has plans to improve its sales performance in the Textile Division by
focusing on whole sale customers while retaining the existing retail customers. The
Company has plans to procure bulk orders for its Textile division in order to improve the
sales and profit. The Company has plans to attract new customers for its retail textile
sale. The Company also have plans to develop and make use of the Warehouse space to
attract clients and derive the maximum benefit and income.
ECONOMIC AND BUSINESS ENVIRONMENT Impact and recovery from the Pandemic:
During the FY 22-23, the Indian economy have progressed on after its encounter with the
Novel Corona virus which was declared as Pandemic by the World Health Organization (WHO)
in 2020. It is notable that India have recovered ahead of many nations in the World.
However, the impact left by the Virus is unimaginable. One of the main reason for the
recovery is the vaccination drive conducted by the Government. As on January 2023, India
has been able to administer more than 220 crore COVID vaccine doses across the country.
The financial year 2022-23 has opened a firm belief that the Indian economy is ready to
grow at a fast pace and quickly ascend to the pre-pandemic growth path.
The various tackling measures and relaxations provided by the Government of India, the
Reserve Bank of India and other regulators have ensured that there was enough liquidity in
the hands of market participants during the last 3 years of Pandemic.
Impact of Russia - Ukraine war:
As been aware of Russia's invasion of Ukraine, heavy losses have been suffered on both
sides. One of the biggest and most common impacts of the war in Ukraine on the Indian
Economy was the struggle to contain domestic prices of key commodities. The inflation on
the retail stood to 7.79% high which remained above the Reserve Bank of India's (RBI)
tolerance band which is 2% to 6%. Further the inflation increased again on January 2023 to
6.52% after staying within 6% for 3 months. This increased the crude oil prices
drastically. Other major impacts were sudden increase in repo rates, volatility in stock
market, decrease in exports and decrease in Rupee value. There were other impacts too
which affect the whole economy. However, visible recovery was also seen in the economy.
The Organization for Economy Co-operation and Development (OECD) and the Government of
Ukraine launched a four-year Country Programme to support Ukraine's agenda for reform,
recovery and reconstruction. This provided vital support for Ukraine during the war and
also ensured the best use of reconstruction aid to promote economic development and the
welfare of citizens.
G20 Summit:
The Group of Twenty (G20) is the combination of 19 Countries along with the European
Union which was established in 1999 as a platform for Finance Ministers and Central Bank
Governors to discuss international economic and financial issues. G20 plays a critical
role in steering the global economy through the significant challenges it faces.
On 1st December, 2022 for the first time, India took over the holding of G20
presidency and will continue to hold till 30th November, 2023. The main aim of
India is to achieve the inclusive development, higher economic growth, accelerating
exports for core industries, moving up the global value chain, and expanding green sectors
to meet climate action targets.India has used the G20 to promote its economic interests,
such as securing market access for its goods and services.
OUTLOOK AND OPPORTUNITIES
After the overcome of pandemic, the financial stability is getting normalized. As the
health and economic shocks of the pandemic and the Russia - Ukraine war which led to the
spike in commodity prices in 2022, the Indian economy is thus well placed to grow at its
potential in the coming decade. This is the primary reason for expecting India's growth
outlook to be better than it was in the pre-pandemic years.
The Sri Lanka crisis have impacted our country in both ways. It had an impact on our
export rate being declined compared to previous years rate. There was a steep fall on the
rate of export made to Sri Lanka. On the other side, various countries have approached
India for export of certain commodities which they buy from Sri Lanka. Thus there was an
increase in sales. However the Government strike to balance the rapport between India and
Sri Lanka.
India is already the fastest-growing economy in the world. The Country is becoming the
world's fastest- growing startup ecosystem with 100+ Unicorn Startups as of 2022 and it's
the third largest start-up ecosystem in the world. It has been forecasted by the
Government that India will see a 10 times increase in its unicorn count, in the next 2-3
years.
The business transaction and trade related activities was made easier after the
introduction of Digitalization in India. The Government took many initiatives and
introduced news schemes under digitalization. Digital identity Aadhar, linked the bank
accounts of the persons with PM-Jan DhanYojana. By this, the country has witnessed
significant progress and massive expansion in access to bank accounts. The digitalization
paved the way for India's business growth in the international markets.
BOARD OF DIRECTORS
Director's retirement by rotation:
Shri V. Sengutuvan, non-executive and non-independent Director, (DIN: 00053629),
retires by rotation at this Annual General Meeting and being eligible offers himself for
reappointment.
Director appointment made during the year:
Shri N. Prasanna (DIN: 01684876) was appointed as the Additional Director of the
Company (non-executive and non-independent) at the Board Meeting held on 13th
August 2022. Further his appointment as the Director of the Company was regularized at the
15th the Annual General Meeting held on 30th September, 2022.
Director's resignation made during the year:
Shri S. Natarajan, Director (DIN: 00155988) tendered his resignation from the Board of
Directors of the Company with effect from 3rd October, 2022 and Shri V.
Rajasekaran, Managing Director (DIN: 00037006) tendered his resignation from the Board of
Directors of the Company with effect from 4th November, 2022.
The Board appreciate the valuable contributions made by them to the growth of the
Company. Independent Directors' meeting:
The independent directors met on 14th February, 2023 without the presence of
other directors or members of Management. All the independent directors were present at
the meeting. In the meeting, the independent directors reviewed performance of
non-independent directors, the Board as a whole and Chairman. They assessed the quality,
quantity and timeliness of flow of information between the Company management and the
Board.
DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE
COMPANIES (ACCOUNTS) RULES, 2014
Extract of Annual Return:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule
12 of the Companies (Management and Administration) Rules, 2014 the copy of Annual Return
in prescribed form MGT-7 shall be placed on the Company's website at the link
https://www.bmlindia.com/ upon filing the same with the Registrar of Companies (ROC).
Further in accordance with the provisions of Section 134 (3) (a) of the Companies Act,
2013, the Annual Return as referred to in sub-section (3) of section 92 of the Companies
Act 2013 shall be provided on the website of the Company at the web address
www.bmlindia.com.
Number of meetings of the Board:
There were four Board meetings held during the year. The details of the Board meetings
and the Committee meetings are given in the Report on Corporate Governance which forms
part of the Annual Report.
Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the confirmation and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(5) of the Companies Act, 2013:
i) That in the preparation of the Annual Accounts, for the year ended 31st
March 2023, the applicable Accounting Standards had been followed along with proper
explanation for material departures, if any;
ii) That the Directors had selected such 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 at the end of the
financial year ended 31st March 2023 and of the loss of the Company for that
period;
iii) That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for safe
guarding the assets of the Company and for preventing and detecting frauds and other
irregularities;
iv) That the annual accounts for the year ended 31st March 2023 had been
prepared on a going concern basis.
v) Internal financial controls had been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and;
vi) Proper systems to ensure compliance with the provisions of all applicable laws had
been devised and that such systems were adequate and operating effectively.
Declaration by Independent Directors:
The Board has received the declaration from all the Independent Directors as per
Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1 )(b) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('the Listing Regulations') and the Board is satisfied that all the
Independent Directors meet the criteria of independence as mentioned in Section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations and have complied with the Code
for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for
Directors and senior management personnel.
Company's policy on Directors appointment and remuneration:
In accordance with section 178(4) of the Companies Act, 2013 and pursuant to Part D of
Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, (henceforth referred to as 'the Listing regulations'), the Nomination and
Remuneration Committee has put in place the policy on diversity of Board of directors for
appointment of directors taking into consideration the qualification and wide experience
of the directors in the fields of textiles trading, banking, finance, administration and
legal apart from compliance of legal requirements of the Company. The policy on diversity
of Board of directors is annexed to the Directors' Report as Annexure I.
The Nomination and Remuneration Committee has laid down remuneration criteria for the
directors, key managerial personnel and other employees in the Nomination and Remuneration
Policy. It has also laid down, in the Nomination and Remuneration Policy, the evaluation
criteria for performance evaluation of the directors including independent directors. The
Nomination and Remuneration Policy is annexed to the Directors' Report as Annexure II pursuant
to section 178(4) of the Companies Act, 2013.
Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made in the Auditors' Report and in the Secretarial Audit Report:
The Auditors' Report to the Shareholders for the year under review have drawn attention
to certain matters which are elaborated in the notes to the financial results. Apart from
this, the Audit Report does not contain any other qualification, reservation, or adverse
remark or disclaimer. The Secretarial Audit Report, given by a Company Secretary in
practice, states that the Company is advised to appoint adequate number of Independent
Director(s) and a Chief Financial Officer. The Company is taking all effective steps to
appoint both the Independent Directors and Chief Financial Officer.
Particulars of loans, guarantees or investments under section 186 of the Companies Act,
2013:
The shareholders at their Extra-ordinary General Meeting held on 17th May
2022, by passing a special resolution, approved an unsecured loan to an extent of Rs.
5,00,00,000/- (Rupees Five Crores Only) to grant to TCP Limited in one or more tranches,
at the interest rate of 10% for a term of 3 years and with such other terms and conditions
as agreed between the Company and TCP Limited. Further, the shareholders, at their 15th
Annual General Meeting held on 30th September 2022, by passing a special
resolution in super session of the resolution passed at the Extra-ordinary General Meeting
held on 17th May 2022, approved the further increase of the unsecured loan
amount to Rs. 10,00,00,000/- (Rupees Ten Crores Only) upon the same terms and conditions
as agreed between the Company and TCP Limited. These resolutions were in approval with the
Board of Directors and Audit Committee.
Apart from the above, there are no other loans made, guarantees given or security
provided or securities of any other body corporate acquired, during the year, under
section 186 of the Companies Act, 2013.
Particulars of contracts or arrangements with related parties:
The Related Party Transactions (RPT's) entered into by the Company are given in the
Notes on Accounts attached to the Financial Statements forming part of this Annual Report.
During the FY 22-23, the Company entered into an agreement with TCP Limited, being the
borrower, a related party according to Regulation 2(1) (zb) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015, to grant an unsecured loan. The
shareholders at their Extra-ordinary General Meeting (EGM) held on 17th May
2022, by passing a special resolution, approved an unsecured loan to an extent of Rs.
5,00,00,000/- (Rupees Five Crores Only) to grant to TCP Limited upon such terms and
conditions as agreed between the Company and TCP Limited.
Further, the shareholders, at their 15th Annual General Meeting held on 30th
September 2022, by passing a special resolution in super session of the resolution passed
at the EGM held on 17th May 2022, approved the further increase of the
unsecured loan amount to Rs. 10,00,00,000/- (Rupees Ten Crores Only) upon the same terms
and conditions as agreed between the Company and TCP Limited. These resolutions were in
approval with the Board of Directors and Audit Committee. According to Regulation 23 of
SEBI LODR Regulations, 2015, the transaction is considered as material transaction.
However this transaction will not attract the provisions of section 188(1) of the
Companies Act, 2013. These transactions were entered into in the ordinary course of
business and on an arm's length basis and were in compliance with the provisions of the
Companies Act, 2013 and Listing Regulations.
There are no contracts or arrangements with Related Parties referred to in section
188(1) of the Companies Act, 2013.
Apart from above, there are no other materially significant related party transactions
made by the Company with the Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at
large. None of the directors have any pecuniary relationships or transactions with the
Company except for the payment of sitting fees. There are no particulars of RPT's to be
disclosed in Form AOC-2.
The Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions as approved by the Board is uploaded on the Company's website
www.bmlindia.com.
The state of the Company's affairs:
The state of the Company's affairs is explained in the paragraph 'operations' in the
Directors' Report.
The amount, if any, carried to reserves:
The Company has not transferred any amount to reserves.
The amount, if any, which it recommends, should be paid by way of dividend:
The Board is not recommending payment of any dividend for this year.
Material changes and commitments, if any, affecting the financial position of the
Company which has occurred between the end of the financial year of the Company to which
the financial statements relate and the date of report:
There are no material changes and commitments affecting the financial position of the
Company, that have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of report viz., for the period from 31st
March 2023 to 11th August 2023.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The information pursuant to section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:
(A) Conservation of energy: |
Not Applicable. |
(B) Technology absorption: |
Not Applicable. |
(C) Foreign exchange earnings and Outgo: |
NIL |
Risk Management Policy:
The Company has framed a Risk Management Policy to identify, communicate and manage
material risks across the organization. The policy also ensures that responsibilities have
been appropriately delegated for risk management. Key Risk and mitigation measures are
provided in the Management Discussion and Analysis Report annexed to the Directors'
Report.
The details about the policy developed and implemented by the Company on Corporate
Social Responsibility initiatives taken during the year:
The provisions of section 135 of the Companies Act, 2013 are not applicable to the
Company for the financial year under purview. Hence, the Company is not required to
constitute the Corporate Social Responsibility Committee and form Corporate Social
Responsibility Policy during the year under purview. However, pursuant to good corporate
governance practice, your company demands adherence of social responsibility coupled with
creation of value in the larger interest of the society. Your company and its dedicated
employees continue to contribute towards several worthwhile causes. Your company aims to
enhance the quality of life of the community in general and has a strong sense of social
responsibility. Your Company and its employees have participated in welfare activities of
the community.
Statement indicating the manner in which formal annual evaluation has been made by the
Board of its own performance and that of its committees and individual directors:
Pursuant to the provisions of the Companies Act, 2013 and regulation 17(10) of the
Listing Regulations, the Board has carried out an annual performance evaluation of its own
performance, the directors individually, as well as the evaluation of the working of its
various Committees. The manner in which the evaluation has been carried out has been
explained in the Report on Corporate Governance.
The financial summary or highlights:
The financial summary is given in the Paragraph 'Financial summary' in the Directors'
Report.
The change in the nature of business, if any:
There is no change in the nature of business during the year under review.
The details of directors or key managerial personnel who were appointed or have
resigned during the year:
Shri N. Prasanna (DIN: 01684876) was appointed as the Additional director
(non-executive and nonindependent) of the Company at the Board Meeting held on 13th
August 2022. His appointment as the Director of the Company was regularized at the 15th
Annual General Meeting held on 30th September, 2022.
Shri S. Natarajan, Director (DIN: 00155988) tendered his resignation from the Board
with effect from 3rd October, 2022 and Shri V. Rajasekaran, Managing Director
(DIN: 00037006) tendered his resignation from the Board with effect from 4th
November, 2022.
There were no other directors or key managerial personnel who were appointed or have
resigned during the year.
The names of Companies which have become or ceased to be subsidiaries, joint ventures
or associate companies during the year:
There are no Companies which have become or ceased to be subsidiaries, joint ventures
or associate companies during the year.
The details relating to deposits, covered under Chapter V of the Companies Act, 2013
and details of deposits which are not in compliance with the requirements of Chapter V of
the Companies Act, 2013:
The company has not accepted any deposits covered under Chapter V of the Companies Act,
2013.
The 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:
A case was filed by M/s. Sheetala Credit Holding Pvt Ltd & 5 Others (Petitioners)
on M/s. Binny Mills Ltd & Others (Respondents) before the National Company Law
Tribunal (NCLT) Special Bench (Court-I), Chennai, under Sections 213, 241, 242 and 244 of
the Companies Act, 2013 on 8th August, 2023. Physical hearing took place on 9th
August 2023. The NCLT vide its order dated 10th August 2023, deferred the
agenda nos. 5, 6 and 7, which was proposed to be passed in the Board meeting scheduled on
11th August, 2023. As per the NCLT order the Board in its Meeting held on 11th
August, 2023 has deferred the agenda nos. 5, 6 and 7. Further hearing of this matter is
scheduled to be held on 27th September, 2023 at the NCLT, Chennai. The agenda
5, 6 and 7 is reproduced below:
5. Consideration and approval for the appointment of Shri T. Bhasker Raj (DIN:
02724086) as Additional Director (Executive) of the Company pursuant to Section 161 of the
Companies Act, 2013.
6. Consideration and approval for change in designation of Shri T. Bhasker Raj (DIN:
02724086) from Additional Director to Managing Director of the Company pursuant to Section
196 of the Companies Act, 2013.
7. Consideration and approval for the appointment of Shri Saravanan Chandrasekaran
(DIN: 01038557) as Additional Director (Non-executive and Independent) of the Company
pursuant to Section 149 of the Companies Act, 2013.
The details in respect of adequacy of internal financial controls with reference to the
Financial Statements:
The Company's well defined organizational structure, documented policy guidelines,
defined authority matrix and internal financial controls ensure efficiency of operations,
protection of resources and compliance with the applicable laws and regulations. Moreover,
the Company continuously upgrades its systems and undertakes review of policies. The
internal financial control is supplemented by regular reviews by management and standard
policies and guidelines to ensure reliability of financial and all other records to
prepare the financial statements and other data. The Audit Committee reviews the internal
financial controls and also monitors the implemented suggestions.
Disclosure as to whether maintenance of cost records is required by the Company and
whether such accounts and records are made and maintained
The Company is not required to maintain cost records as specified by the Central
Government under section 148(1) of the Companies Act, 2013.
Disclosure under section 22 of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no cases filed under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Disclosure as to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has a policy for prevention of sexual harassment of women at the workplace
in accordance with the provisions of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the
provisions relating to constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The following is a summary of sexual harassment complaints received and disposed
of during the year:
a) Number of complaints pending at the beginning of the year |
Ni |
b) Number of complaints received during the year |
Ni |
c) Number of complaints disposed of during the year |
Ni |
d) Number of cases pending at the end of the year |
Ni |
Other Disclosures:
1. No equity shares were issued with differential rights as to dividend, voting or
otherwise.
2. No equity shares (including sweat equity shares) were issued to the employees of the
Company under any Scheme.
3. The Company has not resorted to any buy-back of its equity shares during the year.
4. There was no fraud reported by the Auditors of the Company to the Audit Committee
under section 143(2) of the Companies Act, 2013.
5. Composition of Audit Committee: (pursuant to section 177(8) of the Companies Act,
2013): The Audit Committee comprised of the following directors namely, Shri S.
Varatharajan, Chairman, Shri M. Parthasarathi and Shri N. Jaiganesh. There was no change
in the composition of the Audit Committee.
6. The disclosures on the composition of committees constituted by the Board under the
Companies Act, 2013 and the Listing Regulations, as well as changes in their composition,
if any, during the year is given in the Report on Corporate Governance attached to the
Directors' Report.
DISCLOSURES BY A LISTED COMPANY UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year:
Since no director of the Company is in receipt of remuneration from the Company there
are no particulars to be furnished.
The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:
There is no increase in the remuneration to the aforesaid personnel in the financial
year 2022-23.
The percentage increase in the median remuneration of employees in the financial year:
There were no increase in the median remuneration of employees in the financial year
2022-23.
The number of permanent employees on the roles of the Company:
There are 9 permanent employees on the roles of the Company as at 31st March
2023.
Average percentile increase already made in the salaries of employees other than the
managerial personnel in the financial year viz., 2022-23 and its comparison with the
percentile increase in the managerial remuneration:
There is no managerial remuneration paid during the financial year 2022-23. There was
no increase in the salaries of employees during the financial year 2022-23.
Affirmation that the remuneration is as per the remuneration policy of the company:
The Company confirms that all the remuneration paid to the employee is as per the
Remuneration Policy of the Company.
The key parameters for any variable component of remuneration availed by the directors:
The directors were not paid any remuneration during the financial year 2022-23.
Compliance with the applicable Secretarial Standards:
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings, General Meetings and Dividend.
STATEMENT OF EMPLOYEES' PARTICULARS
The particulars required to be furnished under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 is as follows:
During the year, there are no employees drawing remuneration of Rs.1 crore and 2 lakhs
or more per annum in the aggregate, if employed throughout the financial year, or Rs. 8.50
lakhs or more per month, in the aggregate, if employed for a part of the financial year or
was in receipt of remuneration which, neither in the aggregate nor at a rate, which in the
aggregate, is in excess of that drawn by the Managing Director or holding, either by
himself or along with his spouse and dependent children, not less than 2% of the equity
shares of the Company.
There are no employees who are posted and working in a country outside India, not being
directors, or their relatives, drawing more than Rs. 60 lakhs per year or Rs. 5 lakhs per
month, as the case may be.
AUDITORS
M/s. Ramesh & Ramachandran, Chartered Accountants, Chennai (Firm Registration No.
002981S) the Statutory Auditors of the Company, were appointed as the Auditors at the
Fifteenth Annual General Meeting of the Company held on 30th September, 2022
for a period of five years and they shall hold office till the conclusion of the 20th
Annual General Meeting to be held in the year 2027.
The Companies (Amendment) Act, 2017, has amended section 139 of the Companies Act, 2013
by omitting the first proviso to section 139 (1) which provided for ratification of
appointment of auditor by the members at every Annual General Meeting. The amendment has
been notified to have come into effect from 7th May 2018. Due to this, there is
no need for ratification by the members the appointment of auditors at every Annual
General Meeting till the completion of the five year term.
SECRETARIAL AUDIT
The Board has appointed Shri K. Elangovan, Company Secretary in Practice, Chennai,
(Certificate of Practice No.: 3552 and Membership No: FCS 1808) to carry out Secretarial
Audit under the provisions of section 204 of the Companies Act, 2013 for the financial
year 2022-23. The Secretarial Audit Report is annexed to this report as Annexure III.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing
regulations, the Company has formulated and established a Whistle Blower Policy / Vigil
Mechanism for providing a mechanism under which an employee and director of the Company
may report their genuine concerns or grievances about violation of personnel policies of
the Company, unethical behavior, suspected or actual fraud, violation of Company's code of
conduct or ethics policy.
The Vigil Mechanism provides for adequate safeguards against victimization of directors
/ employees who avail of the mechanism and also provide for direct access to the Chairman
of the Audit Committee in exceptional cases. It also ensures standards of professionalism,
honesty, integrity and ethical behavior. The Whistle Blower Policy / Vigil Mechanism is
uploaded on the Company's website www.bmlindia.com.
ANNEXURES TO THE DIRECTORS' REPORT
1. The Policy on Board Diversity - Annexure I
2. The Nomination and Remuneration Policy - Annexure II
3. Secretarial Audit Report - Annexure III; and
4. Auditors' Certificate on Corporate Governance Compliance - Annexure IV ATTACHMENTS
TO THE DIRECTORS' REPORT
The Management Discussion and Analysis Report
The Management Discussion and Analysis Report, pursuant to regulation 34 (2) (e) and
Schedule V of the listing regulations, is given as a separate Report and this report is
part of the Directors' Report.
The Report on Corporate Governance
The Report on Corporate Governance, pursuant to regulation 34(3) and Schedule V of the
listing regulations, together with Auditors' Certificate on Corporate Governance, the
certificate duly signed by the Chairman & Director of the Company for the year ended
31st March 2023 as submitted to the Board of Directors at their meeting held on
11th August, 2023 and the declaration by the Chairman & Director of the
Company regarding compliance by the Board members and senior management personnel with the
Company's Code of Conduct is included as a separate section in the Annual Report and this
Report is part of the Directors' Report.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continued co-operation and
support extended by all concerned persons and authorities for the smooth and efficient
functioning of the Company.
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For and on behalf of the Board |
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V.R. Venkataachalam Chairman & Director |
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[DIN: 00037524] |
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Registered Office: |
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No.4, (Old No.10) Karpagambal Nagar, |
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Mylapore, Chennai 600 004. |
Date : 11th August, 2023 |
CIN: L17120TN2007PLC065807 |
Place : Chennai |
E-mail: binnymills@bmlindia.com |
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