To the Members,
The Directors have pleasure in presenting their 65th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st
March, 2023 incorporating therein the consolidated financial statement covering the
activities of its subsidiary BEMCO FLUIDTECHNIK LLP.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
[Read with Section 134 of the Companies Act 2013 and Rule 5 (i) of Cos (Accounts)
Rules, 2014]
The financial statement for the year ended 31st March, 2023 of the company and its
subsidiary are prepared with comparative data, in compliance with Ind AS.
(Rs. in lakhs)
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue From Operations |
4605.25 |
6225.37 |
4843.63 |
6550.78 |
Other Income |
50.34 |
62.78 |
46.09 |
59.06 |
Total Income |
4655.59 |
6288.15 |
4889.72 |
6609.84 |
Profit /(loss) before exceptional items & tax |
540.83 |
749.94 |
463.04 |
806.72 |
Exceptional Items |
- |
- |
- |
- |
Profit/(loss) before tax |
540.83 |
749.94 |
463.04 |
806.72 |
Tax Expense/(Credit) net |
73.65 |
227.37 |
73.65 |
227.37 |
Profit / (Loss) for the period from continuing |
467.18 |
522.57 |
389.39 |
579.35 |
operations |
|
|
|
|
Other Comprehensive Income |
3.78 |
7.70 |
3.78 |
7.70 |
Total Comprehensive Income/ (loss) for the period |
470.96 |
530.27 |
393.17 |
587.05 |
Standalone
The company has achieved turnover of Rs. 4655.59/- Lakhs as against Rs. 6288.15/- Lakhs
for the previous year. The Total comprehensive income for the year works out to Rs.
470.96/- Lakhs as against Rs. 530.27/- Lakhs of the previous year.
Consolidated
The consolidated statement of Bemco Hydraulics Limited with Bemco Fluidtechnik LLP is
reproduced in brief. The consolidated turnover was Rs. 4889.72/-Lakhs as against Rs.
6609.84/- Lakhs for the previous year. The consolidated Total comprehensive profit for the
year is of Rs. 393.17/- Lakhs as against Rs. 587.05/- lakhs for the previous year.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
Subsequent to the date of Financial Statements (i.e. after 31st March 2023),
no significant event has occurred.
3. CHANGE IN THE NATURE OF BUSINESS:
During the year under operation there was no change in the nature of business.
4. SHARE CAPITAL
The Equity Share capital of the company is Rs. 2,19,33,500/-. The preference share
capital is Rs. 3,00,00,000/- and the present total paid up capital of the company amounts
to Rs.5,19,33,500/-.
5. ANNUAL RETURN:
The annual return e- form MGT-7 for the financial year 2022-23 is available on the
website www.bemcohydraulics.net.
6. DIVIDEND:
Equity Shares:
As the company?s profit amounts to Rs. 467.18/- lakhs the board decided to
retain the amount for the expansion of the business and therefore no dividend is proposed
for the financial year 2022-23.
PREFERENCE SHARES:
The Board wishes to explain that the dividend on 300000 preference shares were in
arrears for the financial year 2022-23, the Company has paid the 11% cumulative dividend
on 300000 preference shares for the financial year 2022-23 which amounts to an outflow of
Rs.33,00,000/-, after taking approval of the Board of directors in the meeting held on 26th
May, 2023, and further shall confirm the same in the forthcoming 65th Annual
General meeting.
F. Y. ended on |
No. of Preference Shares |
Amount of Dividend in Rs. |
31st March 2021 |
3,00,000 |
2,64,09,093/- |
31st March 2022 |
3,00,000 |
1,65,18,734/- |
31st March 2023 |
3,00,000 |
33,29,445/- |
These preference shares are held by the promoters themselves as borne out by the list
of preference share holders as under:
1. MOHTA CAPITAL PRIVATE LIMITED
2. SRI RAMACHANDRA ENTERPRISES PRIVATE LIMITED
As Dividend is paid on 3,00,000 preference shares for F. Y., 2022-23, the Preference
Share holders would not get voting rights on par with equity share holders, in terms of
the provisions of Section 47 of the Companies Act 2013 on and after in the forthcoming
AGM.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL :
There is no change in the composition of Board of Directors of the Company during the
year under report:
DIRECTORS
1. MRS. URMILA DEVI MOHTA |
- Chairman Non Executive |
2. MR. ANIRUDH MOHTA |
- Managing Director Executive |
3. MR. VIJAY KUMAR MOHTA |
- Director Non Executive |
4. MR. R. M. SHAH |
- Director Independent Non- Executive |
5. MR. N. K. DAGA |
- Director Independent Non- Executive |
6. MR. DILIP CHANDAK |
- Director Independent Non- Executive |
We regret to inform you the sad demise of Mr. Madan Mohan Mohta (DIN: 00068884)
Chairman/ Promoter Director of the Company on Wednesday 29th March, 2023.
Mr. Madan Mohan Mohta Chairman/ Promoter Director joined the company as a Vice
president and later was appointed as Chairman and Managing Director of the company in the
year 1991. In the year 2014 he resigned from the post of Managing director and presently
was holding position of Non Executive Chairman of the Company. He was Managing Director in
Mohta Capital Pvt Ltd and was also holding directorship in other private Companies. He had
a rich varied Experience and expertise in the field of general management and he has been
an asset to the Company.
Mr. Madan Mohan Mohta sudden passing away is an irreparable loss to the company and all
the directors and employees of the company convey deep sympathy, sorrow and condolences to
his family.
Mrs. Urmiladevi Mohta Promoter/Director of the company was elected as the chairman to
the board in the board of Directors meeting held on 26th May, 2023.
Mr. Vijay Kumar Mohta was appointed as an additional director of the Company in the
board of Directyors meeting held on 26th May, 2023 and who holds office till
the commencement of the forthcoming Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL KMP
1. MR. ANIRUDH MOHTA Managing Director
2. MR. VIJAY SAMBREKAR Chief Finance Officer
3. MS. AMRUTA A. TARALE Company Secretary
8. COMPOSITION OF COMMITTEES:
a. AUDIT COMMITTEE |
|
Chairman: |
Mr. Dilip Chandak- Independent Director |
Other Members: |
Mr. R. M. Shah Independent Director |
|
Mr. N. K. Daga- Independent Director |
|
Mr. Anirudh Mohta Managing Director |
b. NOMINATION AND REMUNERATION COMMITTEE |
Chairman: |
Mr. R. M. Shah Independent Director |
Other Members: |
Mr. Dilip Chandak Independent Director |
|
Mr. N K Daga Independent Director |
|
Mrs. Urmiladevi Mohta Non Executive Director |
c. STAKE HOLDERS RELATIONSHIP COMMITTEE |
Chairman: |
Mr. Dilip Chandak Independent Director |
Other Members: |
Mr. Anirudh Mohta Managing Director |
|
Mrs. Urmila Devi Mohta Non Executive Director |
|
Mr. R. M. Shah Independent Director |
d. COMMITTEE FOR PREVENTION OF SEXUAL HARRSSMENT OF WOMAN AT WORKPLACE/ INTERNAL
COMPLAINTS COMMITTEE
Chairman: |
Mr. S M Naik- Company Employee |
Other Members: |
Mrs. Vaishali gaurav- Member |
|
Ms. Amruta Tarale- Member |
|
Ms. Kirti Ramchandra Devale Member |
|
Mr. Rajshekhar lakkashettI- Member |
|
Mr. Arvind Palkar- Member |
9. STATUTORY DISCLOSURE UNDER COMPANIES ACT, 2013 (PURSUANT TO SECTION 134(3) OF
THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014.
|
ANNEXURE |
PAGE NO |
a. Number of meetings of the board |
ANNEXURE- I |
15 |
b. a. Directors responsibility Statement |
ANNEXURE- I |
15 |
b. details in respect of fraud reported by auditors under sub section (12) of section
143other than those which are reportable to the central government |
|
|
c. A statement on declaration given by independent directors under sub- section (6) of
section 149. |
ANNEXURE- II |
16 |
d. Companies policy on directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of directors and other
matters provided under sub- section (3) of section 178 Ratio of remuneration to each
directors |
ANNEXURE- II |
16 |
e. Qualification and remarks |
ANNEXURE- III |
18 |
f. Particulars of loan, guarantees or investment under section 186. |
ANNEXURE- III |
18 |
g. Particulars of Subsidiary Company AOC-1 |
ANNEXURE- IV |
20 |
h. Particulars of contracts or arrangement with related parties referred to in
Sub-section 1 of section 188- AOC-2 |
ANNEXURE- V |
21 |
i. The conservation of energy technology absorption, foreign exchange earnings and
outgo. |
ANNEXURE- VI |
23 |
j. A statement indicating development and implementation of a risk management Policy
for the company including identification therein of elements of risk, if any which in the
opinion of the board may threaten the existence of the company. |
ANNEXURE- VII |
25 |
k. The details of the policy developed and implemented by the company on corporate
social responsibilities taken during the year. |
ANNEXURE- VII |
25 |
l. A statement indicating the manner in which formal annual evaluation has been made
by the board of its own performance and that of its committees and individual directors. |
ANNEXURE- VII |
25 |
m. Report Corporate Social Responsibilities Activities |
ANNEXURE- VIII |
27 |
n. The state of the companies affairs Material changes and commitments if any,
affecting the financial position of the company which have occurred between the end of the
financial year of the company to which the financial statements relates and the date of
the Company. |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT |
31 |
10. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
At Bemco, all employees are of equal value. There is no discrimination between
individuals at any point on the basis of race, color, gender, religion, political opinion,
national extraction, social origin, sexual orientation or age. At Bemco every individual
is expected to treat his/her colleagues with respect and dignity. This is enshrined in
values and in the Code of Ethics & Conduct of Bemco. The Direct Touch (Whistle-Blower
& Protection Policy). Policy provides a platform to all employees for reporting
unethical business practices at workplace without the fear of reprisal and help in
eliminating any kind of misconduct in the system. The Policy also includes misconduct with
respect to discrimination or sexual harassment. The Company also has in place
Rs.Prevention of Sexual Harassment PolicyRs.. This Anti-Sexual Harassment Policy of the
Company is in line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent,
contractual, temporary and trainees) are covered under this policy. An Internal Complaints
Committee (ICC) is in place to redress complaints received regarding sexual harassment.
There were no complaints before the ICC during the financial year 2022-23 as borne out by
following table.
Sl. No. |
No. of cases filed under the Act before the internal committee. |
No. of disposal under the Act |
|
NIL |
NIL |
11. STATUTORY AUDITOR
The members at the 64th Annual General meeting of the company held on July
29th, 2022 had appointed /s A C Bhuteria & Co, a firm of Chartered
Accountants (Firm Registration number 303105E) as the statutory auditors of the Company to
hold office for a period of five consecutive years i.e. from the conclusion of the said
Annual General Meeting until the conclusion of 69th Annual General Meeting of
the Company to be held in 2027.
12. AUDIT REPORTS
The audit conducted by M/s A C Bhuteria & Co, a firm of Chartered Accountants (Firm
Registration number 303105E) for financial year 2022-23 contains a qualification remark
w.r.t Goods and service tax and the boards explanation for the same is mentioned in
Annexure III. The Auditors? Report is enclosed with the financial statements
in this Annual Report and it is self explanatory.
13. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the rules made there under,
the Company in the board meeting held on 23rd May, 2022 had appointed M/s SDR
& ASSOCIATES, a Firm of Practicing Company Secretaries to undertake the Secretarial
Audit of the Company for the year ended 31st March, 2023. The Secretarial Audit Report
issued in this regard is enclosed to this Report.
14. INTERNAL AUDIT:
In the Board of Directors meeting held on 23rd May, 2022 M/s Latkan &
Associates were appointed to undertake internal audit of the Company for the financial
year ending 31st March, 2023, as required under section 138 read with rule 13
of companies (Accounts) Rules, 2014. The internal audit report given by the auditor for
the financial year 2022-23 does not contain any qualification remark.
15. DISCLOSURE ABOUT COST AUDIT
In pursuance of Section 148 of Companies Act 2013 read with Rule 5(1) of Companies
(Cost Record and Audit) Amendment Rules 2014. Mr Umesh Kini, Cost Accountant was appointed
to carry out cost compliance certification for the financial year 2022-23. The Company is
not covered by Cost Audit, nonetheless, the company is maintaining Cost Records on routine
basis and the Company obtains Cost Compliance report from a practicing Cost Accountant as
a matter of good corporate practice and to instill cost consciousnesses at all level of
operations.
16. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year under
review were on an arm?s length basis and in the ordinary course of business
and are in compliance with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant Related Party Transactions made by the
Company during the year that required shareholders? approval under Regulation
23 of the Listing Regulations. All Related Party Transactions are placed before the Audit
Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained
for the transactions which are repetitive in nature or when the need for them cannot be
foreseen in advance. None of the transactions entered into with related parties falls
under the scope of Section 188(1) of the Act. Details of transactions with related parties
as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure -V in Form AOC-2 and forms part of this
Report. The Company has adopted a Policy for dealing with Related Party Transactions. The
Policy as approved by the Board may be viewed on the Company?s website at
www.bemcohydraulics .net.
17. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
As per regulation 15 of SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015 preparation of Corporate governance report is not applicable to our
company as it does not fall under the criteria laid down in regulation 25 of SEBI (Listing
Obligations and disclosure Requirements) Regulations, 2015 i.e. our company?s
paid up share capital is not exceeding Rupees ten crore and net worth is not exceeding
Rupees twenty five crores as on the last date of previous financial year, but as a good
ethical practice BEMCO continues to follow corporate Governance practices.
18. VIGIL MECHANISM:
The Vigil Mechanism acts as an additional internal element of the
Company?s compliance and integrity policies. All employees, directors,
vendors, suppliers, dealers and consultants, including auditors and advocates who are
associated with BEMCO can raise concerns regarding malpractices and events which may
negatively impact the company. Vigil Mechanism has been established under the supervision
of the Chief financial Officer and the Company Secretary of the Company. The Audit
Committee, and the company secretary reviews the working of the Vigil Mechanism from time
to time and make suggestions, if needed. The Vigil protects the whistleblower against
victimization for the disclosures made by him/her and ensures complete confidentiality of
the whistleblower?s identity and the information provided by him/her. The
investigation is conducted honestly, neutrally and in an unbiased manner. The subject or
other involved persons in relation with the protected disclosure are also given an
opportunity to be heard. Strict disciplinary actions are taken against anyone who conceals
or destroys evidences related to protected disclosures made under this mechanism. The
company has adopted a policy on whistle blower and vigil mechanism where the policy also
provides for direct access to the chairperson of the Audit Committee in appropriate or
exceptional cases. The policy on whistle blower and vigil mechanism is also uploaded on
the company?s website www.bemcohydraulics.net
19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
No regulatory authority has passed any orders having material impact on the Company.
20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
There are sound internal controls commensurate with nature and size of the Company that
have been incorporated in the Policy to detect the financial discrepancies well in time.
Key policies are defined, understood and enforced. Operating procedures are clearly
defined; detailed and harmonized procedures are available across the organization. Several
controls are preventive in nature and automated. All stakeholders are aware of their roles
and responsibilities with respect to processes and controls. The culture of compliance
with laid down guidelines and procedures is evident through the actions and behavior of
individuals and teams. The Management Information System ensures that adequate and
accurate information is available for reporting and decision making. The Audit committee
also evaluates the operating effectiveness of Internal Financial Control systems.
Moreover:
- Internal Audit is carried out at regular intervals by an Independent Chartered
Accountant, who submits his report to the Audit Committee and Board
- Statutory Auditors carry out the verification of Books on every Quarter before
submitting their Limited Review Report Board is prompt in maintaining the adequacy of
Internal Financial Controls with reference to the Financial Statements
21. LISTING WITH STOCK EXCHANGE:
The company is listed in Bombay Stock Exchange and The Company has paid the Annual
Listing Fees for the year 2023-24 to Bombay Stock Exchange where the
Company?s Shares are listed.
22. ANNUAL REPORT:
Securities and Exchange Board of India (SEBI) has issued circular no.
SEBI/HO/CFD/POD-2/P/CIR/2023/4 dated January 5, 2023 regarding relaxation from compliance
with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, requirement of sending physical copies of annual report to
shareholders are dispensed with for listed entities who conduct their AGM till December
31, 2023. We request the shareholders to download the 65th Annual Report which
is uploaded on our website www.bemcohydraulics.net.
23. GO GREEN INITIATIVE
Members are requested to support the "Green Initiatives" by registering their
Email address with the company, if not already done. Those members who have changed their
Email id are requested to register their new Email ID with the Company in case of the
shares are held in physical form and with the depository participant where shares are held
in demat mode. Members holding in physical mode are also requested to register their email
address with our Registrar and Transfer Agent Adroit Corporate Services Pvt Ltd,
19/20, Jaferbhoy Industrial Estate,1st Floor, Makwana Road, Marol Naka, Andheri (E),
Mumbai-400059 or Email: info@adroitcorporate.com such registration of email address may
also be made with the Company at its registered office as per the address mentioned above
or at the email id isc@bemcohydraulics.net
24. ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the sincere services
rendered by employees of the Company at all levels. Your Directors also wish to place on
record their appreciation for the valuable co-operation and support received from the
Government, the Banks/ Financial Institutions and other stakeholders such as,
shareholders, customers and suppliers, among others. The Directors also commend the
continuing commitment and dedication of the employees at all levels, which has been
critical for the Company?s success. The Directors look forward to their
continued support in future.
DATE 26TH MAY, 2023 |
URMILADEVI MOHTA |
ANIRUDH MOHTA |
PLACE BELGAUM |
Chairman DIN-00068906 2 Mohanam, 10th Cross, Bhagya Nagar, Belgaum, 590006, Karnataka. |
Managing Director DIN-00065302 2 Mohanam, 10th Cross, Bhagya Nagar,
Belgaum, 590006, Karnataka. |
|