Dear Shareholders,
Your directors are pleased to present the Annual Report together the Audited Financial Statements of your Company for the financial year ended March 31, 2024:
FINANCIAL PERFORMANCE
The Audited Financial Statements of your Company as of March 31, 2024 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013 ("Act").
PERFORMANCE REVIEW & STATE OF COMPANY?S AFFAIRS:
For the year ended 31st March, 2024 the company has achieved a Revenue of Rs. 42,934.49 Lacs, and it has shown the uptrend by 19.27% over the last year of Rs. 35,996.29 Lacs. The profit after tax for the year was Rs. 720.08 Lacs, registering the uptrend growth of 36.27% over the profit of Rs. 528.40 Lacs in Financial Year 2022-23.
DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES
Company does not have any Subsidiary, Joint venture or Associate Company.
CHANGE IN NATURE OF BUSINESS
During the financial year ended March 31, 2024, there has been no change in the Company?s nature of business.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013
The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.
LOANS, GUARANTEES AND INVESTMENTS
Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.
MANAGEMENT DISCUSSION & ANALYSIS
(a) Industry Structure and Developments:
Aluminium is more environment-friendly than steel, plastic and other materials. It has widespread uses throughout the economy and is equally important to both the industrial and consumer sectors. Key sectors to drive aluminium consumption in India are Auto, Power, Electronics, Railways, Aerospace & Defence Construction, Solar Energy and Aluminium packaging. Aluminium is 100% recyclable and consumes 95% less energy and releases 95% less greenhouse gases as compared to primary aluminium and there is no loss of properties or quality during the recycling process.
India's economy has significant growth potential driven by various factors, i.e. urbanization, growing digital economy, initiatives like "Make in India", increase of infrastructure projects, agriculture modernization, attracting foreign investment, ease of doing business, healthcare and pharmaceuticals services, expanding international trade and participating in global supply chains, tourism and advancements in space technology & satellite communication. India is one of the fastest growing economies globally, in addition to also being one of the fastest emerging markets. Thus, there is a vast scope for the industry to develop under the current scenario.
The Indian economy performed exceptionally well compared with the rest of the world. India is set to remain the bright spot in global GDP growth, according to IMF. In December 2022, India also assumed G20 presidency with an ambition to unite the world under the theme "Vasudhaiva Kutumbakam" or "One Earth - One Family - One Future". This is an opportunity to showcase the nation?s global leadership amidst growing uncertainty and economic crisis.
The Company is involved primarily in segment of manufacturing and trading of non-ferrous metals although major part of the business is covered by aluminium products. Company?s main products line includes Aluminium Wire Rod, Aluminium Deox, Cored Wire, Aluminium Alloy Ingots, Ferro Titanium, and Conductor & Cables. The Company is operating in multiple products of aluminium and this multiplicity of operations minimizes the operating eventualities. A considerably wide geographical presence and reach, both domestic and international, have helped the Company to attempt de-risking its business and meet the risks with suitable precaution. Your company is well positioned to capitalize on emerging opportunity due to significant competitive strength, acquired over the years.
(b) Opportunities & threats:
Opportunities
India continues to forge ahead on its path of progress, creating remarkable opportunities for the nonferrous metal sector. Non-Ferrous Metal Industry is one of the key sectors of Indian economy contributing significantly to nation?s GDP and providing employment to large number of people, directly or indirectly as it meets the requirements of wide range of key industries and also plays vital role for country?s vision for Aatmanirbhar Bharat. The Government of India continues to enhance international co-operation for promoting FDI and improve ease of doing business in the country.
India is one of the fastest growing economies in the world. Brent oil prices are expected to remain range bound in 2024, given the continuing war in Ukraine and sanctions imposed in response by the USA and European Union. India meets nearly 80% of its oil needs through imports. High oil prices will also have a trickledown effect on the prices paid by consumers for goods and services.
India?s manufacturing sector also outperformed the rest of the world, projecting the country as a potential manufacturing hub. Stable political conditions, supportive policy schemes, strong domestic consumption and growing presence of skilled professionals support this ambition. The GOI?s focus to make the country an attractive destination for business has been a key enabler of robust economic performance.
In FY 2023-24, the Company delivered a resilient and strong performance, despite macroeconomic challenges, tough market conditions and global uncertainties. The Company has achieved sales of worth Rs. 42,934.49 Lakhs. The Company has significant spare capacity to increase its production and sales level. Accordingly, the Company has geared-up its marketing and production activities. This performance was mainly driven by higher volumes and better product mix, lower input costs, stability in operations and cost-saving actions.
Our business strategy prioritizes reaching our goals in a maximally responsible manner. We recognise the value of a diverse workforce. We remain committed to make an even bigger difference by reimagining and improving our work, investing in our people and welding a sustainable future.
Threats
When you grab the opportunities based on your strength, you are bound to be accompanied by the risks and threats attached with them. The Company is exposed to the following type of risks.
These factors can be main drivers behind the pressure on the Company in terms of operation and profitability
(c) Segment-wise Performance:
The company is primarily engaged in the business of manufacturing and trading of non-ferrous metal, which constitute a single reportable segment.
(d) Outlook:
India continues to be the preferred hub of global companies across a wide range of industries due to multiple capabilities and low costs. India has become the innovation partner of many global companies due to its unique value proposition. India continues to offer innovative business models to lessen the impact of the economic downturn. This confirms the market is in a strong position to perform throughout the year.
(e) Risk and concerns:
The Company recognizes that risk is an integral part of business and it is committed to manage the risks in a proactive and efficient manner. Risk evaluation and management is an ongoing process within the Organization. The state of external environment, including factors like interest rates, inflation, and growth in economic activity, rationalization of tax structure, job creation & retention of manpower and consumer sentiment continues to be the biggest source of threat as well as opportunity for the Company. Any slowdown in the economic activity in the Country, significant job losses or high rates of inflation can severely impact the consumption and therefore growth of the Company.
The Company's business is exposed to many internal and external risks and it has consequently put in place robust systems and processes along with appropriate review mechanism to actively monitor, manage and mitigate these risks. The Company takes a structured approach to the identification, quantification and hedging of such risks by developing comprehensive Risk Management Policy of the Company which is periodically reviewed by the management.
(f) Internal control systems, its adequacy and risk management:
Your Company has an internal control system commensurate with the size, scale, and complexity of its operations. The aim of the internal control system is to manage business risks with a view to enhance shareholder value and safeguard the Company's assets.
Your Company has in place a robust mechanism for internal audits led by with a dedicated Assurance & Control Function comprising specialists. The Internal Auditor is duly appointed by the Audit Committee and Board., viz. M/s. Wadhawan Pandya & Co. for the business. The Audit Committee discusses audit plans and significant audit observations made by the internal auditor for necessary corrective actions. Our internal financial control framework is designed to ensure the accuracy and reliability of our financial and other records. We have identified and documented key risks and controls for each process related to financial operations and reporting. An extensive programme of internal audits and management reviews supplement the process of the framework.
During the financial year under review, no significant deficiencies/material weaknesses that might impact financial statements have been reported by the Internal Auditor as at the Balance Sheet date.
(g) Financial performance with respect to operational performance:
The discussion covers the financial results and other developments during the year under review in respect of the company?s published result. Highlights below are given only for comparison.
Financial Highlights for operating performance of financial year 2023-24:
The financial ratios are mentioned as note no. 27 in the notes to accounts section.
(h) Material developments in Human Resources, Industrial Relations, and Health, Safety & Environment:
The company believes that the human capital is the key contributor for the business growth and competitiveness. This includes not only the employees of the Company, but the skilled labour engaged at our factory units and through sub-contracting.
The number of employees as on 31st March, 2024 was 242 against 256 employees on the pay roll of the company during the previous financial year.
The company has during the year under review maintain excellent industrial relations at all levels. This has ensured that we have a committed and dedicated workforce with a high level of fervor.
(i) Key Financial Ratios for 2023-24 compared with 2022-23
SHARE CAPITAL STRUCTURE OF THE COMPANY
During the year under review, the Company has increased its Authorised Share Capital and Paid-Up Capital in compliance with applicable provisions of the Act, year-end share capital is mentioned hereunder:
a) Authorized Capital:
Rs. 10,50,00,000/- (Rupees Ten Crore Fifty Lakhs Only) divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of Rupees 10 /- each.
b) Issued Capital, Subscribed and Paid-up Capital:
Rs. 10,36,85,300/- (Rupees Ten Crore Thirty-Six Lakhs Eighty-Five Thousand Three Hundred Only) divided into 1,03,68,530 (One Crore Three Lakh Sixty Eight Thousand Five Hundred Thirty) Equity Shares of Rupees 10 /- each.
DIVIDEND
Your Company considering the profitability and financial position of the company and with a view to reward its members for showing faith in the management, the Board of Directors recommended its maiden Final Dividend @ 5% i.e., Rs. 0.5/- per equity share of face value of Rs. 10/- each, subject to approval by the Shareholders at the ensuing Annual General Meeting. The said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India (ICSI).
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act the Board of Directors of the Company confirms that:
a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) 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.
BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL
• BOARD COMPOSITION
The Company has a balanced board with optimum combination of executive and non-executive directors including independent directors, which plays a crucial role in board processes and provides independent judgment on issues of strategy and performance. The board of directors of the Company consist of eminent individuals from diverse fields having experience and expertise in their respective fields. As on March 31, 2024, board comprises of 6 (six) directors out of which 3 (three) are executive directors, 3 (Three) are non-executive directors including 2 (Two) independent directors. Independent Directors are appointed in compliance with the applicable provisions of the Act, as amended from time to time. The maximum tenure of the independent directors is in compliance with the Act.
None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to Regulation 165 of the Act.
The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2023-24:
As on March 31, 2024, none of the Directors of the Company were related to each other except Mr. Balkishan Shankerlal Shah, Managing Director, Mr. Yash Shankerbhai Shah, Joint Managing Director, Mr. Shankerlal Bansilal Shah, Whole-Time Director and Mrs. Ayushi Yash Shah, Director who are related to each other as per the provisions of the Act.
• MEETINGS OF THE BOARD OF DIRECTORS
• During the financial year ended March 31, 2024, 6 (Six) meetings of board of directors of the Company.
• The intervening gap between the Meetings was within the period prescribed under the Act.
• The following meetings of the Board of Directors were held during the financial year ended March 31, 2024:
The following Meetings of the Board of Directors were held during the Financial Year 2023-24:
PRESENCE/ATTENDANCE OF DIRECTORS TN THE MEETINGS
• APPOINTMENT/RE-APPOINTMENT OF DIRECTOR:
Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Balkishan Shankerlal Shah (DIN: 03006486) retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company. The Directors recommend the resolution relating to the re-appointment of Mr. Balkishan Shankerlal Shah (DIN: 03006486) (who is liable to retire by rotation), as Director of the Company.
Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings, the requisite details of Mr. Balkishan Shankerlal Shah is furnished in the Annexure to the Notice of the 30th AGM.
• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
In accordance with Section 149(6) of the Act, its implementing regulations, and Regulation 16(1)(b) of the Listing Regulations, 2015, the Independent Directors have signed declarations attesting to their compliance with the independence requirements.
The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Act. There has been no change in the circumstances affecting their status of Independent Directors of the Company. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, with respect to their name appearing in the data bank of Independent Directors maintained by The Indian Institute of Corporate Affairs and that they are exempt / have cleared the Online Proficiency Assessment Test, as applicable.
In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.
• MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on November 10, 2023. inter alia, to discuss:
a) Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.
b) Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
c) Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
• FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry.
• DISQUALIFICATIONS OF DIRECTORS
During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Act and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated June 14, 2018 and NSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".
The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.
• KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company;
a. Mr. Shankerlal Bansilal Shah, Chairman and Whole-Time Director
b. Mr. Balkishan Shankerlal Shah, Managing Director
c. Mr. Yash Shankerlal Shah, Joint Managing Director
d. Mr. Manojkumar Jagdishchandra Shah, Chief Financial Officer
e. Mrs. Mansi Harsh Darji, Company Secretary
During the year under review, there is no other change in the Key Managerial personnel of the Company.
• COMMITTEES OF THE BOARD
The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.
1. AUDIT COMMITTEE
The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act.
During the year under review, five meetings of the Audit Committee were held i.e. on May 30 2023, September 06 2023, November 10 2023, February 15 2024, March 29, 2024. The intervening gap between two meetings did not exceed one hundred and twenty days.
The details of the Audit Committee meetings attended by its members during FY 2023-24 are given below:
The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted the observations and recommendations made by the Audit Committee.
2. NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Act.
During the year under review, one meeting of the Nomination and Remuneration Committee were held i.e. on November 10, 2023.
The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2023-24 are given below:
The Company Secretary of the Company acts as Secretary of the Committee.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Section 178(3) of the Act.
During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on November 10, 2023.
The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2023-24 are given below:
During the year under review, the Company has not received any investor complaints from its shareholders.
CORPORATE GOVERANCE
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.
POSTAL BALLOT
During the financial year ended March 31, 2024, there are no special resolution was required to be put through postal ballot.
DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014
Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.
EXTRACT OF ANNUAL RETURN
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company?s website and can be accessed at www.bahetiindustries.com.
AUDITORS:
• STATUTORY AUDITOR
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Jeevan Jagetiya & Co., Chartered Accountants (Firm Registration No. 121335W), were appointed as the Statutory Auditors of your Company for a term of five years beginning from the conclusion of Annual General Meeting held in year 2023 till the conclusion of Annual General Meeting held in year 2028 (AGM).
The Board has taken note and M/s. Jeevan Jagetiya & Co., Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2024. The notes on the Financial Statements referred to in the Auditors? Report are selfexplanatory and do not call for any comments or explanations.
• SECRETARIAL AUDITOR
Pursuant to requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Parth P Shah & Associates, Practicing Company Secretaries (COP: 18640), to undertake the Secretarial Audit and to provide Annual Secretarial Compliance Report of the company for the financial year 2023-24. Secretarial Audit Report is given by M/s Parth P Shah & Associates, Practicing Company Secretaries and is attached herewith as Annexure-D.
The observations referred to in the Secretarial Audit Report are self-explanatory and do not call for any comments or explanations.
• INTERNAL AUDITOR
M/s. Wadhawan Pandya & Co., Chartered Accountants (FRN: 129455W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a periodic basis. The scope of internal audit is approved by the Audit Committee.
DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the company in respect of its manufactured by the Company is required to be audited.
As per the requirement of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Anuj Aggarwal & Co., Cost Accountant, Ahmedabad (Firm Registration No. 102409) to audit the cost accounts of the company for the financial year 2023-24. As required under the Act, necessary resolution seeking members? ratification for the remuneration payable to Anuj Aggarwal & Co., is forming part of the notice convening Annual General Meeting of the company for the financial year 2023-24.
The Cost Audit Report for the financial year 2023-24 will be submitted to the Central Government in the prescribed format.
REPORTING OF FRAUD
In pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not reported any incident of frauds (other than those which are reportable to the Central Government) to the Board of Directors of the Company during the financial year under review.
INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY
The Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorized use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board is of the opinion that the Company has an effective Internal Financial Controls which is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. Adequate internal financial controls with respect to financial statements are in place. The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India to the extent applicable.
DEPOSITS
During the year under review, The Company has not accepted any deposit any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2024, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm?s length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. The related party transactions entered into by the Company with the related parties during the financial year under review, are disclosed in Form AOC-2 annexed as Annexure-C as per Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
In line with the provisions of the Act the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company?s website. The Company has maintained a register under Section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. Further, Related Party disclosures in compliance with the applicable Accounting Standards have been given in the Notes to the Financial Statements. The Related Party Transaction policy is placed on the Company?s website i.e. www.bahetiindustries.com
None of the Independent Directors have any pecuniary relationship with your Company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
It is not applicable to the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
During the year under review, there are no significant and material orders passed by the regulators/courts or tribunals that could impact the going concern status and operations of the Company in future.
CORPORATE SOCIAL RESPONSIBILITY (‘CSR?)
The provisions of the Corporate Social Responsibility as contained under section 135 of the Act are applicable on the Company.
The CSR policy is available on the website of your Company. The Annual Report on CSR activities is annexed as Annexure E and forms part of this report. The Company has spent more than 2% of the average net profits of your Company, during the three years immediately preceding financial year.
COMPANY?S POLICY RELATING TO DIRECTORS? APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Nomination and Remuneration Policy was developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws. The Company?s policy on Directors? appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.bahetiindustries.com.
The policy lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its committees?.
In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.
LISTING FEES
The Company?s equity shares are listed under the SME Segment of the National Stock Exchange of India Limited ("NSE") popularly known as NSE EMERGE Platform since December 08, 2022. The Company confirms that it has paid the annual listing fees for the Financial Year 2024-25 to the NSE.
PROHIBITION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)? in compliance with the PIT Regulations.
RISK MANAGEMENT
The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identified the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees of the Company are covered under the said policy. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with Section 177 of the Act and Regulation 22 of the Listing Regulations, your company has implemented a whistleblower policy and created the necessary vigil mechanism for directors and employees to enable the reporting of sincere concerns about improper or unethical behavior without fear of vengeance.
Your company's vigil mechanism offers sufficient protections against victimization of directors and employees who use it, as well as, in exceptional circumstances, direct access to the chairman of the audit committee. Access to the Chairman of the Audit Committee has never been denied to anyone. The aforementioned policy can be found on your company's website at www.bahetiindustries.com.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Your Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.
WEBSITE
In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.bahetiindustries.com. The website serves as a comprehensive source of basic information about our company.
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 Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure - A to this Report.
GREEN INITIATIVES
The Notice of the AGM and the Annual Report 2023-24 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 20232024 will also be accessible at the website of the Company i.e. www.bahetiindustries.com.
CAUTIONARY STATEMENT
The annual report including those which relate to the directors? report, management discussion and analysis report may contain certain statements on the Company?s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Baheti family.