Your Directors are pleased to present the 28th Annual Report on the
affairs of the Company together with the audited statement of accounts for the year ended
on 31st March, 2023.
FINANCIAL PERFORMANCE
(Amount in Rs. million)
Particulars |
Standalone |
Consolidated |
|
For the year ended 31 March 2023 |
For the year ended 31 March 2022 |
For the year ended 31 March 2023 |
For the year ended 31 March 2022 |
Revenue from Operations (Net) |
12,643.17 |
9,235.80 |
13,621.39 |
9,881.73 |
Other Income |
116.13 |
105.96 |
120.23 |
62.76 |
Total Income |
12,759.30 |
9,341.76 |
13741.62 |
9,944.49 |
Less: Expenses |
11,119.11 |
8,150.35 |
11,869.35 |
8,656.87 |
Less: Finance Cost |
128.95 |
70.59 |
129.12 |
70.80 |
Less: Depreciation and Amortization |
491.23 |
427.54 |
532.77 |
459.99 |
Add: Profit before share of equity accounted investees and
tax share of net profit of associates accounted for using the equity method |
- |
- |
-3.35 |
0.41 |
Profit before Taxation |
1,020.01 |
693.28 |
1,207.03 |
757.24 |
Less: Tax Expense (Deferred & Current) |
257.48 |
158.35 |
306.29 |
185.81 |
Profit for the year |
762.53 |
534.93 |
900.74 |
571.43 |
Add: Other Comprehensive Income / (loss) for the year |
-0.58 |
7.85 |
-0.55 |
8.12 |
Total Comprehensive Income for the year |
761.95 |
542.78 |
900.19 |
579.55 |
Earnings per Share |
|
|
|
|
Basic (H) |
12.96 |
9.10 |
15.31 |
9.72 |
Diluted (H) |
12.96 |
9.10 |
15.31 |
9.72 |
PERFORMANCE REVIEW
On standalone basis, the Company reported revenue from operations of
Rs. 12,643.17 million for the financial year 2022-23, as compared to Rs. 9,235.80 million
in the previous financial year 2021-22, registering a growth of 36.89%. Profit before
financial expenses, depreciation and taxation stood at Rs.1,524.06 million, as compared to
Rs. 1,085.45 million in the previous year. Net profit for the year under review amounted
to Rs. 762.53 million, as compared to Rs. 534.93 million in the previous year, registering
a substantive increase of 42.55% over the previous year.
On consolidated basis, the Company reported revenue from operations of
Rs. 13,621.39 million for the financial year 2022-23 as compared to Rs. 9,881.73 million
in the previous financial year 2021-22, registering a growth of 37.84%. Profit before
financial expenses, depreciation and taxation stood at Rs. 1,752.04 million, as compared
to Rs. 1,224.86 million in the previous year. Net profit for the year under review
amounted to Rs. 900.74 million, as compared to Rs. 571.43 million in the previous year,
registering a substantive increase of 57.63% over the previous year.
CREDIT RATING
The Company was accorded credit rating by two rating agencies namely
CRISIL and ICRA. CRISIL has given the rating AA-/ Stable (pronounced "Double A minus
Stable") for long-term borrowings and A1+ (pronounced "CRISIL A one plus")
for short- term borrowings. ICRA vide its rating letter dated 20th July,2023 has revised
the Long-term rating of the Company from AA-/ Stable to AA-/ Positive (pronounced
"Double A minus Positive") for Long-term borrowings and reaffirmed the short
term rating as A1+ (pronounced "ICRA A one plus") for short-term borrowings.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves.
DIVIDEND
The Directors in their meeting held on 07.02.2023 have declared an
interim dividend of Rs. 1.25/- per equity share of face value of Rs. 10/- each (i.e.
12.5%).
Further your Directors are pleased to recommend a final dividend of Rs.
1.75/- per equity share of face value of Rs. 10/- each (i.e. 17.5%) for the year ended
March 31, 2023 in the Board Meeting held on 25.05.2023. The dividend, subject to the
approval of members at the Annual General Meeting on Friday, September 29, 2023, will be
paid within the time period stipulated under the Companies Act, 2013 (subject to deduction
of tax at source).
The Dividend recommended is in accordance with the he Company's
Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available
on the Company's website at https:// www.bectorfoods.com/panel/uploads/investor
/09302021075016MBFSL-DividendDistributionPolicy.pdf.
MATERIAL CHANGES
(a) Material changes between the date of the Board report and end of
financial year
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
(b) Material events during the year under review
There were no material events occurred during the year under review.
(c) Significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and company's operations in future.
During the year under review, there has been no suchsignificant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and the Company's operations in the future.
Subsidiary Company/Associate Company
At the close of financial year 2022-23, the Company had three
subsidiary companies, viz.:
i. Bakebest Foods Private Limited
ii. Mrs. Bectors English Oven Limited
iii. Mrs Bectors Food International (FZE)
The company also has one associate company viz., Cremica Agro Foods
Limited as on 31st March 2023.
Pursuant to the provisions of Section 129 of the Companies Act, 2013
and the Companies (Accounts)
Rules, 2014, the Company has attached along with the financial
statements, a separate statement containing the salient features of the financial
statements of its subsidiary companies in the manner prescribed under the Companies Act,
2013 and rules made thereunder in form AOC-1 (Annexure- C).
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014, the consolidated financial statements of the
Company and its subsidiaries have been prepared in the same form and manner as mandated by
Schedule III of the Companies Act, 2013 and shall be laid before the forthcoming Annual
General Meeting (AGM) of the Company.
The consolidated financial statements of the Company have also been
prepared in accordance with relevant accounting standards issued by the Ministry of
Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of
the Companies Act, 2013, the audited financial statements, including the consolidated
financial statements and related information of the Company and audited accounts of each
of its subsidiaries are available on the Company's website at www.bectorfoods.com.
STATUTORY AUDITOR & AUDIT REPORT
M/s B S R & Co. LLP, Chartered Accountants, (firm registration
No.101248W/W-100022) were appointed by the shareholders at the 24th Annual General Meeting
as Statutory Auditors of the Company to hold office for the period of five years from
financial year 2019-20 to 2023-24, i.e. from the conclusion of the 24th Annual General
Meeting till the conclusion of the 29th Annual General Meeting. Since their term is not
expiring on the conclusion of the ensuing AGM, there is no requirement of passing any
resolution at the ensuing AGM.
The Auditors have given unmodified report as there are no
qualifications, observations or adverse remarks made by the Auditors in their Report for
the year ended March 31, 2023.
CHANGE IN THE NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3) (q) read with
Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of
business carried on by the Company during the financial year 2022-23.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following is the constitution of the Board of Directors and key
managerial personnel as on date:
Sr. No. Name of Director/ KMP |
Designation |
1 Mr. Ashish Agarwal* |
Chairman & Independent Director |
2 Mr. Subhash Agarwal** |
Chairman & Independent Director |
3 Mr. Anoop Bector |
Managing Director |
4 Mr. Manu Talwar*** |
Chief Executive Officer |
5 Mr. Ishaan Bector |
Whole-time Director |
6 Mr. Suvir Bector |
Whole-time Director |
7 Mr. Parveen Kumar Goel |
Whole-time Director |
8 Mr. Alok Kumar Misra |
Independent Director |
9 Mr. Rajiv Dewan**** |
Independent Director |
10 Mrs. Pooja Luthra |
Independent Director |
11 Mr. Arnav Jain***** |
Chief Financial Officer |
12 Mr. Atul Sud |
Compliance Officer Company Secretary and |
* Mr. Ashish Agarwal has been appointed as an Independent Director of
the Company for period of five years w.e.f 10.02.2023 to 09.02.2028. His appointment was
approved by the members of the company through Postal Ballot held on 30.03.2023.
** Mr. Subhash Agarwal, Independent Director of the Company (whose
second tenure expired on 09.02.2023) has ceased to be a Director of the Company with
effect from the close of business hours on February 9, 2023
*** Mr. Manu Talwar has been appointed as Chief Executive Officer
w.e.f. 02.05.2022.
**** Mr. Rajiv Dewan, was appointed as an Independent Director of the
Company for a period of five year w.e.f. 10.08.2018 to 09.08.2023. Resolution for his
re-appointment for the second term from 10.08.2023 to 09.08.2028 is placed in the Notice
of this Annual Report
*****Mr. Arnav Jain has been appointed as Chief Financial Officer
w.e.f. 11.08.2023
WOMAN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Ms. Pooja Luthra has been appointed as Independent Woman Director on the Board of
the Company.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the requirements of Schedule IV of the Companies Act, 2013
and in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the
Company was convened on March 28, 2023 to review the matters as laid down in the aforesaid
schedule and regulations.
Particulars |
(Amount in Rs.) |
Deposits accepted during the year (including renewed during
the year) Deposits remained unpaid or unclaimed at the end of the year |
Nil |
Default in repayment of deposits or payment of interest
thereon during the year and if so number of such cases and the total amount involved |
Nil |
(i) at the beginning of the year |
|
(ii) maximum during the year |
|
(iii) at the end of the year |
|
Deposits which are not in compliance with requirement of
chapter V of the Companies Act, 2023 |
Nil |
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
attached herewith as Annexure - A.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 of
the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also
formulated a CSR Policy, which is available on Company's website at
https://www.bectorfoods.com/panel/uploads/ investonZ09042023044712MBFSLCSRpolicy.pdf
During the year under review, in compliance with the provisions of
Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility)
Rules,
2014 and the various notifications/circulars issued by the Ministry of
Corporate Affairs, the Company was supposed to spend Rs. 13.33 Mn during the Financial
Year 2022.-23 out of which it has contributed an amount of Rs. 9.74 Mn directly or
indirectly through implementing agencies engaged in activities specified in Schedule VII
of the Companies Act, 2013. The remaining amount left unspent has been transferred to the
CSR Unspent Account opened with Bank. The CSR Committee had approved two long-term
projects in relation to ITI Patiala and PAU, Ludhiana on which the total amount left
unspent will be spent over a period of 3 Financial Years.
In the first project the Company, Mrs. Bectors Food Specialities
Limited, has recommended an amount of Rs. 45 lakh, in order to achieve the goal of
imparting latest and up to date technical knowledge in various trades to the students of
ITI, Patiala by way of procurement of Tools and Equipment, renovation of existing workshop
building and salary to 1 trainer as recurring expense over a period of 3 years for
commencing a new course of Baker & Confectioner (One Year SCVT) at ITI, Patiala
In the second project the Company Mrs. Bectors Food Specialities
Limited, has committed an amount of Rs. 10 Lakh for the improvement and renovation of
infrastructure focusing on water conservation and improving environment by way of
augmentation of clean and green campus drive over a period of 9 months at PAU, Ludhiana.
The above projects are aligned with the sustainable development goals
(SDGs) and these activities will be implemented directly by the Company.
The salient features of the CSR policy along with the Report on CSR
projects/ activities are given in Annexure-B to this Directors' Report.
NUMBER OF MEETINGS OF THE BOARD
During the year 2022-23, the Board of Directors met 6 times on May 28,
2022, August 9, 2022, November 10, 2022, February 7, 2023, February 10, 2023 and March 28,
2023.
BOARD COMMITTEES
The Company has constituted the following committees in compliance with
the Companies Act, 2013 and the Listing Regulations.
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Corporate Social Responsibility Committee and
5. Risk Management Committee.
All these committees have been established as a part of the best
corporate governance practices. There have been no instances where the Board has not
accepted any recommendation of the aforesaid committees. The details in respect to the
compositions, powers, roles, and terms of reference etc., are provided in the Corporate
Governance Report forming part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed
that:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2023, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(ii) 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 as at March 31, 2023
and of the profit and loss of the Company for that period.
(iii) 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;
(iv) the Directors had prepared the annual accounts on a going concern
basis; and
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors furnished a declaration that they meet the
criteria of Independence as provided in sub section 6 of Section 149 of the Companies Act,
2013 at the Board meeting held on 25th May, 2023.
Company's policy on Directors' Appointment and Remuneration, including
Criteria for Determining Qualifications, Positive Attributes, Independence of a Director
and other Matters provided under sub-section (3) of Section 178.
The Board on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors, senior management
and their remuneration and to develop and recommend to the Board a set of Corporate
Governance Guidelines. The policy of the Company on Directors appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of Directors and other matters provided under Section 178(3) of the Companies
Act, 2013 and Regulation 19 of the Listing Regulations is available on the Company's
website at www.bectorfoods.com.
Broad terms of reference of the committee inter-alia include:
a) To identify persons who are qualified to become Directors and who
may be appointed as KMPs and in senior management position in accordance with the criteria
laid down, recommend to the Board for their appointment and removal;
b) TocarryoutevaluationofeveryDirector'sperformance;
c) To identify the criteria for determining qualifications, positive
attributes and independence of a director;
d) To finalise the remuneration for the Directors, key managerial
personnel and senior management personnel;
e) To assess the independence of Independent Directors; and
f) Such other key issues/matters as may be referred by the Board or as
may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder
and the SEBI (LODR), whenever applicable.
In this context, the committee will also review the framework and
processes for motivating and rewarding performance at all levels of the organisation, will
review the resulting compensation awards, and will make appropriate proposals for Board
approval.
BOARD EVALUATION
The Nomination and Remuneration Committee of the Company had approved a
Nomination and Remuneration policy containing the criteria for performance evaluation,
which was approved and adopted by the Board of Directors. The key features of this policy
have also been included in the report. The policy provides for evaluation of the Board and
the individual Directors, including the Chairman of the Board and Independent Directors.
Subsequent to the year under review, the evaluation for the period
2022-23 was completed as per the policy adopted in compliance with the applicable
provisions of the Act. The Board's assessment was discussed with the full Board
evaluating, amongst other things, the full and common understanding of the roles and
responsibilities of the Board, contribution towards development of the strategy and
ensuring robust and effective risk management, understanding of the operational programs
being managed by the Company, receipt of regular inputs, receipt of reports by the Board
on financial matters, budgets and operations services, timely receipt of information with
supporting papers, regular monitoring and evaluation of progress towards strategic goals
and operational performance, number of Board meetings, committee structures and
functioning, etc.
The members concluded that the Board was operating in an effective and
constructive manner.
DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
Information as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is
annexed hereto as Annexure-G and forms part of this report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013 read with the rules made thereunder, the Annual Return of the Company has been
disclosed on the website of the Company and web link thereto is
https://www.bectorfoods.com/panel/uploads/ investorZ09042023072829Form_MGT_7-FY23.pdf
SECRETARIAL AUDIT REPORT
M/s. B.K. Gupta & Associates, Practicing Company Secretaries,
Ludhiana, has been appointed to conduct
Secretarial Audit of the Company for the financial year 2022- 23
pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules 2014. A report submitted by
them is attached herewith as Annexure-E. There was no qualification, reservation or
adverse remark in the Report of the Secretarial Auditor.
CORPORATE GOVERNANCE
The Company is committed to follow the best Corporate Governance
practices, including the requirements under the SEBI Listing Regulations and the Board is
responsible to ensure the same from time to time. The Company has duly complied with the
Corporate Governance requirements. Further, a separate section on Corporate Governance in
compliance with the provisions of Regulation 34 of the Listing Regulations read with
Schedule V of the said regulations, along with a certificate from a Practicing Company
Secretary confirming that the Company is and has been compliant with the conditions
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
forms part of the Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year 2022-23 were on an arm's length basis and in the ordinary course of
business and were in compliance with the applicable provisions of the Companies Act, 2013
and the Listing Regulations. None of the transactions with related parties fall under the
scope of Section 188(1) of the Act. There are no material related party transactions made
by the Company during the year under review. Given that the Company does not have anything
to report pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC- 2, therefore the same is not provided.
All such transactions are placed before the Audit Committee for
review/approval. The Audit Committee grants omnibus approval for the transactions that are
in the ordinary course of the business and repetitive in nature. All related party
transactions are placed before the Audit Committee on a quarterly basis. As good
governance practice, the same are also placed before the Board for seeking their approval.
Disclosures, as required under Indian Accounting Standards ("IND AS") - 24, have
been made in the Note No. 47 to the Consolidated Financial Statements. Further, in terms
of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018,
the transactions with person/ entity belonging to the promoter/promoter group holding 10%
or more shareholding in the Company have been disclosed in the accompanying financial
statements.
The policy on related party transactions, as formulated by the Board is
available on the Company's website at https://
www.bectorfoods.com/panel/uploads/investor/09302021
075757MBFSL-PolicyonMaterialityofRPT.pdf
SHARE CAPITAL AND PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN
SHARES BY TRUSTEES OR EMPLOYEES FOR THE BENEFIT OF EMPLOYEES
During the year under review, the Company issued shares to eligible
employees under ESOP Plan 2017, the paid-up share capital of the Company has increased to
Rs. 58,81,74,740 divided into 5,88,17,474 equity shares of Rs. 10 each.
UTILISATION OF ISSUE PROCEEDS
In terms of Regulation 32 read with 18(3) read with Part C of Schedule
II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit
Committee reviewed the statement of deviations in use of proceeds raised from the public
IPO and reported to the stock exchange that there is no deviations in utilisation of funds
as per the statement given below
Particulars |
Object of the issue as per Prospectus |
Utilisation up to 31 March 2023 |
Unutilised amount as on 31 March 2023 |
Financing the project cost towards Rajpura extension project |
405.40 |
350.57 |
|
Utilized for general corporate purpose |
|
54.83 |
|
Total fresh proceeds |
405.40 |
405.40 |
- |
It is informed to the members of the Board that as per the commitment
of the Company, the Company had to spend an amount of Rs. 40.54 Crores raised through
fresh issue of shares in the IPO on the Rajpura plant.
In this relation we wish to state that the new production line of
Biscuits at Rajpura has started its Commercial Production with an installed Capacity of
12000 Tons per annum w.e.f. July 15, 2022.
The project has been completed. The balance funds are being used for
the general corporate purposes of the company.
AUDIT COMMITTEE AND VIGIL MECHANISM
As required under Section 177 of the Companies Act, 2013 and Rule 6 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors have
already constituted an Audit Committee, which, as of the close of the financial year under
review, comprised of Mr. Rajiv Dewan, Independent Director as Chairman, Mr. Parveen Kumar
Goel, Wholetime Director as Member, Mr. Ashish Agarwal, Independent Director and Mr. Alok
Kumar Misra as Member.
The committee held Five meetings during the year under review.
The Board of Directors established a vigil mechanism to redress genuine
concerns/grievances of employees and Directors of the Company. Mr. Seeraj Beri, Manager
Accounts, has been designated as Whistle and Ethics Officer to hear the grievances of
employees and Directors of the Company; however, offences of serious nature may be brought
to the attention of the Chairman of the Audit Committee of the Company. The Audit
Committee regularly reviews the working of the mechanism. No complaint was received during
the year under review.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy with the objective to
formalise the process of identification of potential risk and adopt appropriate risk
mitigation measures through a risk management structure. The Risk Management Policy is a
step taken by the Company towards strengthening the existing controls. The business of the
Company solely depends upon agricultural produce, which is highly seasonal and this is a
major element of risk which may threaten the existence of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is
presented separately and forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report ("BRSR")
for the year under review, as stipulated under 34(2)(f) of the SEBI Listing Regulations to
be submitted by top-1,000 listed entities based on their market capitalization as on March
31, 2023, is presented separately and forms part of this Annual Report.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations
with workers and employees at all levels of the organisation. A detailed section on Human
Resources/ Industrial Relations is provided in the Management Discussion and Analysis
Report, which forms part of this Annual Report.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company, under the provision of Section 43 read with Rule 4(4) of
the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares
with differential rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company, under the provision of Section 54 read with Rule 8(13) of
the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity
shares.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
Pursuant to the resolution of our Board of Directors dated February 20,
2017 and of our shareholders dated June 30, 2017, our Company has instituted the Employee
Stock Option Plan 2017 ("ESOP Plan 2017"), which became effective from June 30,
2017 and continues to be in force as on the date of this report. In accordance with ESOP
Plan 2017, the maximum number of equity shares exercisable per option granted cannot
exceed 1% of the total paid-up share capital of the Company, which is 572,676 equity
shares.
ESOP Plan 2017 is in compliance with the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations, 2014. The detailed Report on the
ESOP is given the Annexure-D.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT
The Company is complying with the provisions of Section 129 or 134 of
Companies Act, 2013, so there was no voluntary revision done by the Company during
financial year 2022-23.
Statement in respect of adequacy of Internal Financial Control with
reference to the Financial Statements
Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014, and ICAI guidance note on adequacy of internal financial controls
with reference to financial statements - it is stated that there is adequate internal
control system in the Company. The Company has an effective and reliable internal control
system commensurate with the size of its operations. The internal control system provides
for well- documented policies and procedures that are aligned with global standards and
processes.
RECEIPT OF ANY COMMISSION/REMUNERATION BY MD / WTD OF COMPANY FROM ITS
HOLDING OR SUBSIDIARY
The Company does not have any holding company. Further, no subsidiary
company of the Company has paid any commission/ remuneration to the Directors of the
Company for the financial year 2022-23.
Statement indicating the Manner in which formal Annual Evaluation has
been made by the Board of its own Performance, its Directors, and that of its Committees
In line with the provisions of the Companies Act, 2013, the Board
evaluation was carried out through a structured evaluation process by all the Directors
based on the criteria such as composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance. A separate
exercise was carried out to evaluate the performance of individual Directors, including
the Chairman of the Board. They were evaluated on parameters such as their education,
knowledge, experience, expertise, skills, behaviour, leadership qualities, level of
engagement, independence of judgement, decision-making ability for safeguarding the
interest of the Company, stakeholders and its shareholders. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and Non- Independent Directors was carried out by the Independent
Directors. The Board was satisfied with the evaluation process and the results thereof.
REPORTING
There was no fraud reported to the Board during the year under review.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
The Company is committed to maintaining a productive environment for
all its employees at various levels in the organisation, free of sexual harassment and
discrimination on the basis of gender. The Company has framed a policy on prevention of
sexual harassment in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up
"Internal Complaint Committee" ('the Committee') to redress complaints received
regarding sexual harassment, which has formalised a free and fair enquiry process with
clear timelines. During the year under review, the Company had not received any complaint
of harassment.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS (LGSI) UNDER SECTION 186
The Company has not given any loans, or provided any guarantees, or
security as specified under Section 186 of the Companies Act, 2013.
The Company has made a total investment of Rs. 48,00,000 @ Rs. 10 per
share in Solarstream Renewable Services Private Limited and has been allotted 4,80,000
shares in the said Company. After investment the Company is holding 4.90% equity holding
in the Company.
INTERNAL AUDITOR
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable
financial disclosures.
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Company has appointed Grant Thornton
Bharat LLP, Gurgaon, as Internal Auditors to conduct internal audit for the financial year
2022-23.
The Company has an Internal Audit Department to test the adequacy and
effectiveness of internal control systems laid down by the management and to suggest
improvement in the systems. Internal Audit Reports are discussed with the management and
are reviewed by the Audit Committee of the Board. Grant Thornton Bharat LLP, Gurgaon,
conducted the internal audit for the financial year 2022-23 and presented an Internal
Audit Report, which did not have any objection in it.
SECRETARIAL STANDARDS
The Secretarial Standards SS-1 and SS-2 relating to 'Meetings of the
Board of Directors and General Meetings' issued and notified by the Institute of Company
Secretaries of India as amended/ replaced from time to time have been complied with by the
Company during the financial year under review.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their
appreciation and sincere gratitude to all associates for their valuable support, and look
forward to their continued co- operation in the years to come. Your Directors acknowledge
the support and co-operation received from the employees and all those who have helped in
the day-to-day management.
INTERNAL FINANCIAL CONTROLS AUDIT
During the financial year 2022-23 under review, the Company's internal
controls were tested by M/s Genikon Services Pvt. Ltd., and no reportable weakness in the
system was observed.
COST AUDITORS
In terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,
2014, appointment of Cost Auditor is not applicable to our Company.
For and on behalf of the Board of Directors |
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For Mrs. Bectors Food Specialities Limited |
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Sd/- |
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(Ashish Agarwal) |
Place: Phillaur |
Chairman |
Date: 04.09.2023 |
(DIN: 00775296) |
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