Equity Analysis

Directors Report

    Yashraj Containeurs Ltd
    Industry :  Packaging
    BSE Code
    ISIN Demat
    Book Value()
    530063
    INE095C01018
    -49.3971765
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    0
    12.84
    EPS(TTM)
    Face Value()
    Div & Yield %:
    0
    10
    0
     

To,

Members

We are pleased to present the 31st Annual Report of the Company as follows:

UPDATE ON CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

Pursuant to order. C.P. No.533/IBC/MB/2023 dated 22nd February 2024, of the Hon'ble National Company Law Tribunal - Mumbai Bench ("NCLT Order"), Corporate Insolvency Resolution Process ("CIRP") has been initiated by the Company and in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, ("Code") and related rules and regulations issued thereunder with effect from 22nd February, 2024 (Corporate Insolvency Resolution Process Commencement Date).

Particulars

Year Ended 31-03-2024 Year Ended 31-03-2023

Revenue from Operations

551.99 746.07

Expenses

1,140.64 1,334.99

Profit Before Tax

(588.65) (588.91)

Profit After Tax

(584.78) (567.27)

Balance carried over to Balance sheet

(584.78) (567.27)

DIVIDEND

The Board of Directors has not declared any dividend for the year ended 2023.

INDIAN ACCOUNTING STANDARDS

As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 2023-2024 have been approved as per Ind AS.

AMOUNT TRANSFERRED TO RESERVES

The Board has decided to transfer loss of Rs. (584.78) lacs. to its Reserves.

NATURE OF INDUSTRY

The Company is engaged in the business of manufacturing of Drums and Barrels.

STATEMENT ON COMPANY'S AFFAIRS

In view of tough competition from local and international market, the company is making all efforts to increase the activities.

During the year ended March 31, 2024, your company has made loss after tax of Rs. (584.78) lacs as against Loss of Rs. (567.27) lacs in the previous year.

MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT

There were no material changes since end of financial year till date of this Report.

ASSOCIATE COMPANIES

No Company is an Associate of the Company.

DEPOSITS

The company has not invited or accepted any Deposits as required under section 73 of the Companies Act from the public during the year under review.

STATUS OF THE COMPANY

Application under Insolvency and Bankruptcy Code, 2016

During the current year 2023-2024, Company has made Application under Voluntarily for filing Application at NCLT u/s 10 of the Insolvency and Bankruptcy Code, 2016 for Resolution of debts and revival and Rehabilitation of the Company and the same is beneficial for our members of the Company.

The matter is actively followed from time to time.

NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS

The Company has not availed any fresh loan/Working Capital facility during the year 20232024 and therefore the company has not carried any Valuation Report on the stock /other assets during the year.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Joint Venture/Associate Company as on and for the year ended March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Particulars of the loans given, Investment made or guarantees given or security provided and the purpose for which the loans or guarantees or security is proposed to be utilized by the recipient of the loan or security are provided, if any in the Financial Statement.

PARTICULARS OF CHANGE IN BUSINESS

There is no change in the business operations of the Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS

We state that, there is no Voluntary Revision of Financial Statements during the Financial Year 2023-24.

WEB ADDRESS

Our Web address is www.barrelpeople.com and all the data required under the law is displayed.

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual Return has been uploaded on the Companys' website and can be accessed at www.barrelpeople.com under Investor Relation.

GLOBAL DEPOSITORY RECEIPT

During the year, the company has not received any Global Depository Receipt or American Depository Receipt or warrants or any convertible instruments which has impact on our Share Capital (Equity) of the Company.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE

There is no commodity price risk or foreign exchange risk to the company as our activities barrels and drums are supplied within the country.

PLANT LOCATION:

Our Plant Location are as under:

Address : Survey No.260/6 &7, Bhimpore

Char Rasta, Bhimpore, Daman 396 210

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS

There is no Material Development on human resources /industrial relations front, including number of employees

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

As stated, the Company has three (3) Directors. None of the employees are related with any Directors of the Company.

STATUTORY AUDITORS

At the 30th AGM held on August 17, 2023, M/s. Satyaprakash Natani & Company, Chartered Accountants, (Firm Registration No 115438W) were appointed as Statutory Auditors of the Company. Accordingly, the Audit Committee has recommended re-appointment of M/s.

Satyaprakash Natani & Company, Chartered Accountants, (Firm Regn. No.115438W)

Mumbai, as the Statutory Auditors for a further period of three years i.e. from 2024-25 up to the conclusion of the AGM for the Financial Year 2026-27. Further, the Statutory Auditors have issued an Unmodified Opinion on the Financial Statement for the Financial Year 20232024 and the Auditors Report forms part of this Annual Report.

None of the Directors including Key Managerial Personnel of the Company or their relatives are concerned or interested in the Resolution.

COST AUDITOR

As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.

SECRETARIAL AUDITORS REPORT

As required u/s. 204 of the Act and Reg. 24(A) of SEBI LODR Secretarial Audit was conducted by M/s. Pranay Mandhana & Associates, Practising Company Secretary, (ACS No.60165 and CP No.23399). The Secretarial Audit Report dated May 20, 2024, is attached and the same forms Part of the Board Report .

The Company has appointed M/s. Pranay Mandhana & Associates, to conduct Secretarial Audit for the FY 2023-24.

The other Qualification/ observation made by Secretarial Auditor in his Report, the contents of the said Audit Report are self-explanatory and do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information in accordance with Section 134(3)(m) of the Companies Act, 2013, the disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.

Particular

Current

year

Previous

year

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy;

NIL NIL

(ii) the steps taken by the company for utilising alternate sources of energy;

NIL NIL

(iii) the capital investment on energy conservation equipment;

NIL NIL

(B) Technology absorption-

(i) the efforts made towards technology absorption;

NIL NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

NIL NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

NIL NIL

(a) the details of technology imported;

NIL NIL

(b) the year of import;

NIL NIL

(c) whether the technology been fully absorbed;

NIL NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

NIL NIL

(iv) the expenditure incurred on Research and Development.

NIL NIL

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

NIL NIL

* Due to utilization of solar power, the savings on consumption of electricity will be continuous.

STOCK EXCHANGE

The Company is listed on the Stock Exchange.

Bombay Stock Exchange Ltd.

DIRECTORS AND KMP

The Company is under Corporate Insolvency Resolution Process (CIRP), hence the Board is suspended. But the Board consists of :

1) Mr. Jayesh Vinodrai Valia - Whole Time Director cum CFO

2) Mrs. Madhu Nitin Kanadia - Independent (Non Executive - Woman) Director

3) Mr. Sunil Vasantrao Patil - Independent Director

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY

None of the Directors of the Company are receiving any Commission from the Company;

hence the requirement of disclosure is not applicable.

DISCLOSURE ABOUT RECEIPT OF COMMISSION / REMUNERATION BY WHOLE TIME DIRECTOR / WHOLE-TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

Since the Company does not have any Holding or Subsidiary Company, the requirement of disclosure is not applicable. None of the Director or Whole-time Directors of the Company are receiving any Commission or Remuneration from its Holding or Subsidiary Company or any Group Companies.

EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance, evaluation of its own and it is satisfactory.

REPORTING OF FRAUD

The Auditors of the Company have not reported any instances of Fraud Committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.

SHARES BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review, hence the requirement of disclosure is not applicable.

BONUS SHARES

No Bonus Shares were issued during the year under review, hence the requirement of disclosure is not applicable.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees; hence the requirement of disclosure is not applicable.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with Differential Voting Rights during the year under review hence the requirement of disclosure is not applicable.

FAMILIARIZATION PROGRAMME

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at the link: www.barrelpeople.com

N 1WJ ?

RISK MANAGEMENT

Pursuant to Section 134(3) (n) of the Companies, Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Board about the Risk Assessment and minimization procedures. The Board periodically revisit and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/JUDICIAL AUTHORITY

There are no significant materials orders passed by The Regulatory or Courts or Tribunal, which would impact the going concern status of the company and in its future except approval of the Resolution Plan vide order NCLT order dated February 22, 2024, as stated above.

SEBI has passed an Order and the same are clarified in the Secretarial Auditor's Report i.e.

Pranay Mandhana & Associates, in his Report dated May 20, 2024, and the same are self-explanatory barring the above, there are no significant materials orders passed by the Regulatory, which could impact the going concern status of the company and in its future.

There are no significant materials orders passed by The Regulatory or Courts or Tribunal, which would impact the going concern status of the company and in its future. BSE has levied a penalty for Non-Appointment of Company Secretary and it has been paid. The matter is under consideration.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to our Company.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size and the systems and operations. It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Your company's statutory Auditors' have confirmed the adequacy of internal control systems.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 (5)

The Board of Directors of the Company confirm that:

1. The preparation of the Annual Account, the applicable accounting standards have been

followed and wherever required, proper explanations relating to material departures have been given.

2. Selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Accounts have been prepared on a going concern basis.

5. The Company had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.

6. The Company had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/ EMPLOYEES

The details as required under Sec.197 of the Companies Act, 2013, and Rule 5 of the

Companies (Appointment and Remuneration of Managerial Personnel),

None of the Directors/KMP/Employees are drawing remuneration in excess of the limits

during the year under review.

1. The number of permanent employees on the rolls of Company as on March 31, 2024: 52

2. Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration paid is as per the Remuneration Policy applicable for

Directors, Key Managerial Personnel and other employees, adopted by the Company.

DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT

As stated, Pursuant to Regulation 36 of SEBI (LODR) Regulation 2015, the Directors to be reappointed at this AGM and the same are annexed herewith.

All the Independent Directors of the Company have been appointed as per the provisions of the Act and the SEBI Listing Regulations.

COMPANY SECRETARY CUM COMPLIANCE OFFICER

The Board of Directors pursuant to Section 203 of the Companies Act, 2013, and as per Articles of Association of the Company, have appointed Mr. Uday A. Sawant ACS No.30251), as Company Secretary cum Compliance Officer of the Company with effect from May 10, 2024.

TAXATION

The Companies Income Tax Assessment have been completed upto the Financial Year 2019-

2020

INDUSTRY STRUCTURE, DEVELOPMENTS, OPPORTUNITIES AND OUTLOOK

Steel Drums are utilized for safe packaging and transportation of liquid/semi liquid/pulp/greases/powders etc.

The main drivers of rigid Industrial Packaging are:

1. Growth of underlying custom Industries Rigid Industrial packaging demand is closely correlated with the underlying growth of customer Industries (Chemical Industry with largest influence).

2) Substitution across Packaging segment shift between different materials due to changing customer needs.

3) Standardization increases comparability between packaging products.

INDUSTRY OUTLOOK

The year 2023 has continued to see bouts of uncertainty that have tested the growth conditions across the world. Headline inflation continues to remain elevated exceeding the comfort zone of the monetary authorities and it would result in continued uncertainty in the financial market and a carry-on impact of the economic conditions. The Indian economy too encountered head wings during the year. Following the sharp rebound in domestic economic activity during the Financial Year 2023-2024 was a year of normalization with demand in many Sectors gradually moderated, yet remaining robust.

INDUSTRIAL RELATIONS

Industrial Relations with all the employees of the Company were cordial during the year under review.

SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has formed an Internal Complaints Committee (ICC) which is responsible for Redressal of complaints related to Sexual Harassment as per the policy.

During the year under review, there was no complaint of Sexual Harassment on women/employees.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)

During the year 2023-2024 the Global economy has shown positive results and that also helped in the revival of Asian Economic Growth. However the same are given separately forming Part of the Board of Directors' Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI LODR forms Part of this Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD

The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors' and General Meetings have been duly complied by the company.

INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE

The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions (RPT) entered into by the Company during the year under Review were at arms' length basis in the Ordinary course of business.

There were no materially significant Related Party Transactions made by the Company with the Promoters/Directors/KMP or other designated persons which could have potential conflict with the interest of the Company at large. All the Related Party Transactions (RPT) are placed before the Audit Committee for its approval. As such, no particulars of such contracts or arrangements are furnished. The same has been enumerated in Note No 31 of the Balance- Sheet.

In accordance with the requirement of SEBI, LODR the Company has formulated and adopted policy for determining materiality of and dealing with RPTs. Those policies have been amended from time to time with the amendment of SEBI, LODR. These codes and policies are already displayed on Company's website at www.barrelpeople.com.

ENVIRONMENT PROTECTION AND POLLUTION CONTROL

The Company has always been socially conscious corporate and has always carried forward all its operations and procedures for Environment friendly norms with all necessary clearances.

GREEN INITIATIVES

Electronic copies of the Annual Report 2023-2024 and the Notice of the AGM are sent to all the members whose email addresses are registered with the R&T Agents i.e. M/s. Link Intime (I) Pvt. Ltd.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to the State and Central Government for their co-operation and dedicated and devoted services rendered by the employees of the Group of Company at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of your Company for their co-operation and valuable support.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

YASHRAJ CONTAINEURS LTD. (YCL) believes that good Corporate Governance results in regulating the affairs of the Company in a most transparent, ethical and accountable manner.

Adherence to Corporate Governance ensures greater level of transparency and accountability, fairness in operations, full disclosure, integrity and compliance of laws. Your Company is committed to administer good Corporate Governance.

INDIAN ECONOMY

India economy recovered quickly from the Pandemic and further growth is expected to be supported by solid domestic demand and in capital investment. The International Monitory Fund (IMF) and Reserve Bank of India has estimated real GDP growth of 6.8% in 2022-2023, 6.1 % in 2023-24 and 6.5 % to 7% in 2024-25. The lower growth in 2023 is due to the rising Central Bank rates to combat inflation and ongoing Ukraine-Russia war.

The Indian Economy too encountered head wings during the year, following the sharp rebound in domestic economic activity during the previous F.Y 2023-24, was a year of normalization with demand in many sectors gradually moderated yet remaining robust.

The Indian Economy remains optimists in terms of Growth opportunities.

INTERNAL CONTROL SYSTEMS

The Company has got internal control system commensurate to the size and the systems and operations. It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations.

Your company's statutory Auditors' have confirmed the adequacy of internal control systems.

THE BUSINESS

The Barrels and Drums i.e. manufacturing process, it is likely that accidents may occur during handling the drums and other hazardous waste containers. Hazards include detonations, fires explosion, vapour generation and physical injury resulting from moving heavy containers by hand and working around stacked drums, heavy equipment and deteriorated drums. While these hazards are always present, proper work practices such as minimizing handling and using equipments and procedures and the company takes every effort to minimize the accidents.

INDUSTRY SCENERIO & REGULATORY

The Capital Expenditure from Financial Year 2022-2023, stands at 2.9% of GDP, indicating the Governments' commitment to investing in the country growth. Moreover,the Government of India has announced an even larger allocation of Rs.10 lacs. crores for next fiscal year which demonstrates their long term vision for the economy.

The Barrel Industry continue to witness a downward trend on account of Demonetization. India's Regulatory Environment is under going several structural changes with the Indian Regulation being modified to reflect the development in the Western world eg. GST the most ambitious tax reform since Independence was introduced w.e.f. July, 2017 onwards.

THREATS & OPPORTUNITIES

Yashraj Containeurs Ltd. has appropriate Risk Management systems in places for verification and assisting of Risks Measures to mitigate the mechanisms for their proper and timely monitoring and reporting. The Board also regularly reviews risks.

The major opportunities are:

i) increase of product range.

ii) benefit from the most preferred supplier status from most of the large Steel drum buyers in India and neighboring countries.

iii) moving up in value chain.

iv) Consolidation in the Industry.

v) Entry to the new market where our Company does not have substantial presence.

The major threats being faced by our Company are:

i) the presence of excess manufacturing capacity in the industry leading to depressed pricing/margins.

ii) Tender based supplies, with wafer thin margins.

iii) Competition from alternative packing products like ISO Tankers, Flexs' Tanks etc.

iv) Volatility in the Steel Industry leading to unstable pricing.

v) Escalation of inputs costs are not reimbursed by the customers due to competitive Pressures.

The GOI has introduced several reforms to liberalise, regulate and enhance the Industry. The Government and Reserve Bank of India have taken various measures to facilitate easy access to finalize for micro small and medium Enterprise (MSMEs).

These measures include launching credit Guarantee Fund Scheme for MSME's, issuing guidelines to bank re: collateral requirement and setting up a micro units Development and Refinance Agency (MUDRA). Thus India is undoubtedly one of the world most vibrant capital market. Further RBI has announced Rs.3.74 lac. Crore of liquidity package for Indian banking system to support Financial market hit by Covid-19.

The Company addresses these risks through a well structured framework which identifies desired controls and assigns ownership to monitor and mitigate the risks.

CAUTIONARY FORWARD LOOKING STATEMENT

Certain statement in the Directors' Report describing the Companies objectives, projections, estimates, expectations or predicators may be forwarding looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Import factors that could make a difference to the Companies operations include Labour and material availability and prices, cyclical demand and pricing of the companies principal markets, changes in government, regulations, tax, economic development within India and other incidental factors.

CORPORATE GOVERNANCE REPORT

The Company's philosophy on Corporate Governance is to attain high level of transparency and accountability in the functioning of the Company and in its relationship with employees, shareholders, creditors, lenders, and ensuring high degree of regulatory compliances, The Company also believes that its systems and procedures will enhance corporate performance and maximize shareholders value in the long term.

YCL has a strong legacy of practicing fair, transparent and ethical governance par excellence. Our good governance forms part of business, strategy includes focus on long term value, protecting stakeholders interest by applying proper care, skill and diligence to business decisions.

BOARD OF DIRECTORS:

The Board comprises of the following Directors

1) Mr. Jayesh Vinodrai Valia

- Whole Time Director cum CFO

2) Mr. Sunil Vasantrao Patil

- Independent (Non Executive) Director

3) Mrs. Madhu Nitin Kanadia

- Independent (Non Executive - Woman) Director

4) Mr. Uday Sawant

- Company Secretary

The Board is responsible for the Management of the Company's business. The Board's role, functions, responsibility and accountability are clearly define

1.a BOARD MEETING

Details of Board Meeting held for the Year 2023-2024 are:

1. 17-05-2023
2. 29-05-2023
3. 28-06-2023
4. 14-08-2023
5. 30-10-2023
6. 30-01-2024

Sitting Fees Paid to Directors as on 31.03.2024 and Details of AGM are as under:

S.No

Name of Director Last AGM Held On 17-082023 No. of Board Meeting Atten

dance

Fees Rs. No. of Other Directorship in Public Ltd. Cos Category
1 Mr. Jayesh V. Valia Yes 6 6 - No Whole Time Director & CFO
2 Mr. Sunil

Vasantrao

Patil

Yes 6 6 -- No Independ

ent

Director

3 Mrs.

Madhu

Nitin

Kanadia

Yes 6 6 East India Drums and Barrels

Manufacturing Ltd (Formerly known as Precision Containeurs Ltd )

Independ

ent

(Women)

Director

The gap between two meeting did not exceed 120 days. Necessary quorum was present for all the meetings of the Committee.

1(b) AUDIT COMMITTEE

The Audit Committee consists of Mr. Jayesh Vinodrai Valia, Mr. Sunil Patil and Mrs.Madhu Nitin Kanadia, Independent Directors. In all Audit Committee Meeting both the Independent Directors attend the Meeting and hence quorum is fulfilled.

TERMS OF REFERENCE TO AUDIT COMMITTEE IN BRIEF

The Terms of the reference of the Audit Committee are those prescribed under Clause No. 49 of the Listing Agreement including inter-alia the review of financial results before submission to the Board for approval to ensure that the financial statements are correct and present true and fair view, interaction with Statutory Auditors, recommendation of appointment and payment of audit fees to the Auditors and to review the adequacy of internal control systems.

Mr. Sunil Vasantrao Patil, Independent Director acts as Chairman of the Audit Committee

Details of Audit Committee Meetings held for the Year 2023-2024 are:

1. 17-05-2023
2. 29-05-2023
3. 28-06-2023
4. 14-08-2023
5. 30-10-2023
6. 30-01-2024

Attendance of Audit Committee:

S.No Name Of Directors No. of Meetings Attendance
1 Mr. Jayesh V. Valia,

Whole Time Director & CFO

6 6
2 Mr. Sunil Vasantrao Patil, Independent Director 6 6
3 Mrs. Madhu Nitin Kanadia Independent (Women) Director 6 6

1(c) STAKEHOLDERS /INVESTOR GRIEVANCES COMMITTEE

It consists of Mr. Jayesh Vinodrai Valia, Whole Time Director, Mr. Sunil Patil and Mrs. Madhu Nitin Kanadia, Independent Directors.Presently the Company is not paying sitting fees for attending Stakeholders/Investor Grievance Committee

Mr. Sunil Vasantrao Patil, Independent Director, acts as Chairman of the Stakeholders/Investor Grievance Committee

As on March 31, 2024, no complaints were received from shareholders.

Broad terms of Reference to Stakeholders / Investor Grievances Committee

To approve Share Transfers, to review and advise the Company on any grievance in relation to

(a) Non-transfer of shares

(b) Non-receipt of Annual Report

(c) Any other grievance raised by any stakeholder.

Status of Investor Complaints

All the complaints received from the Investors during the year under review were resolved. STAKEHOLDERS / INVESTOR GRIEVANCES COMMITTEE

Details of Stakeholders/Investor Grievance Committee held for the Year 2023-2024 are :

1. 29-05-2023

2. 14-08-2023

3. 30-10-2023
4. 30-01-2024

Attendance of Stakeholders/Investor Grievance Committee Meeting are:

S.No

Name of Director No of Meetings Attendance

1

Mr. Jayesh V. Valia Whole time Director & CFO 4 4

2

Mr. Sunil Vasantrao Patil— Independent Director 4 4

3

Mrs. Madhu Nitin Kanadia Independent (Women) Director 4 4

1(d) NOMINATION AND REMUNERATION COMMITTEE

It consists of Mr. Jayesh Vinodrai Valia, Mr.Sunil Patil and Mrs.Madhu Nitin Kanadia, Independent Directors. The Board has approved a Policy for the selection, appointment and remuneration of Directors criteria for Independent Directors. It determines the salary and perks payable to Board Level Members including KMP and recommends Board for its consideration. Independent Directors are entitled for Sitting Fees for attending Board Meeting including Audit Committee. Presently Company is not paying sitting fees for attending Nomination and Remuneration Committee and Stakeholders /Investors Grievance Meeting/Independent Directors Meeting. The Remuneration Policies are covered as per our website.

The Remuneration to Whole Time Director is recommended by the Nomination and Remuneration Committee to the Board while considering remuneration to Whole Time Director/Chief Financial Officer.

Mr. Sunil Vasantrao Patil, Independent Director acts as Chairman of the Nomination and Remuneration Committee .

Further, the Company has two Independent Director in all meetings, the said three Directors are attending the meeting from time to time and accordingly quorum of minimum two Independent Directors approving the Agenda are passed in the Committee Meeting.

Details of Nomination and Remuneration Committee Meetings held for the Year 2023-2024 are :

1. 29-05-2023
2. 14-08-2023
3. 30-10-2023
4. 30-01-2024

Sitting fees paid to attending Board Committee Meeting as on March 31 ,2024.

Sr.No Name of Directors

No of Meeting (BM & Committee) Attended

1 Mr. Jayesh V. Valia Whole Time Director

4 4

2 Mr. Sunil Vasantrao Patil Independent Director

4 4

3 Mrs. Madhu Nitin Kanadia Independent (Women) Director

4 4

1(e). INDEPENDENT DIRECTOR ROLE & MEETING FOR THE YEAR 2023-24 held on 30.01.2024. Both Mr. Sunil Vasantrao Patil and Mrs. Madhu Nitin Kanadia attended the same. Since, both Directors are Non Executive Independent Directors, they do not hold any shares of the Company.

1(f) Shareholding of Independent Directors as on March 31, 2024 is NIL

2. CODE OF CONDUCT

The Company has adopted the Code of Conduct for its Whole Time Director, Senior Management and other Executives

The Board has also adopted a Code of Conduct for Non Executive Directors which incorporates the duties of Independent Directors as laid down in Schedule IV of the Act and the same is available on the website of the Company at www.barrelpeople.com.

3. BOARD AND DIRECTOR EVALUATION

In terms of the requirement of the Act, the Listing Regulation during the year under review, the Board has carried out an annual performance evaluation of its own performance, performance of the Directors as well as the evaluation of the Committees.

4. VIGILANCE MECHANISM FOR EMPLOYEES

The Vigilance Mechanism of the Company, which also incorporates a Whistle Blower concern is allowed to do it to the Chairman of Audit Committee, Mr. Sunil Patil. The Policy on Vigilance Mechanism and Whistle Blower Policy may be assessed on the Company's Website: www.barrelpeople.com.

5 RISK MANAGEMENT POLICY

The Company has a Fraud Risks and Management Policy to deal with instances of Fraud and Mis-Management

The Fraud Risk Management ensures that strict confidentiality is maintained by while dealing with concern and also that no discrimination will be made to any official for a genuinely raised grievances.

6. SHAREHOLDERS RIGHTS

As the Company's' Quarterly Results are published in English and Marathi edition and updated on Companys' website: www.barrelpeople.com the Quarterly, Half, Yearly Financial Statement and this Financial performance is not sent to each shareholder of the Company.

Compliance Officer

- Uday Sawant, Company Secretary

Address:

Jwala Estate, First Floor, Pushp Vinod-2, A-Wing S. V. Road, Borivali West,Mumbai 400 092.

Tel.: 022-2899 3092/ 2899 0841

7. MARKET PRICE DATA : high, low, during each month (Bombay Stock Exchange) from April, 2023 to March 2024, are as under:-.

MONTH

HIGH RS. LOW RS.

Apr-23

16.51 9.41

May-23

15.45 12.28

Jun-23

14.25 11.07

Jul-23

12.40 10.33

Aug-23

13.35 10.53

Sep-23

12.79 9.52

Oct-23

12.91 10.12

Nov-23

12.43 10.00

Dec-23

13.19 8.70

Jan-24

13.00 10.25

Feb-24

13.00 9.85

Mar-24

10.34 7.95

Share Transfer Process:

As per the Regulation 40 of the SEBI Listing Regulation, the Company had stopped accepting any Share Transfer request for Securities held in physical form.

8. Details of last Annual General Meeting (AGM) held by the Company is as under:

DATE

TIME

VENUE OF AGM

Thursday, August 17, 2023.

3.00 p.m.

Jwala Estate, Pushp Vinod-2, A-Wing, 2nd Floor, Soniwadi, Off S.V. Road, Borivali (West), Mumbai 400 092, through Video Conferencing (VC)

9. General Stakeholders' Information

Annual General Meeting.

Day, Date and Time

: By Separate Communication

OPINION IN AUDIT REPORT:

The Audit Report carried out by Statutory Auditors does not contain any Qualification or adverse remark. The Report read with the notes of Accounts are self-explanatory.

10. Financial Calendar (2024 - 2025)

Annual General Meeting for the year ended March 31, 2024.

Date : Thursday, September 26, 2024 at 12.30 p.m. through Video Conferencing (VC) Financial Calendar : For Financial Year ending March 31, 2024

Results will be announced tentatively (Subject to change) by

• First Quarter

: on or before 14.08.2024.

• Half Yearly

: on or before 14.11.2024

• Third Quarter

: on or before 14.02.2025

• Fourth Quarter & Annual : on or before 30.05.2025

11. Book Closure Date : 23/09/2024 to 25/09/2024 (both days inclusive).

12. Dividend Payment Date : N.A.

. Registered Office : Madhav Niwas CHSL, Flat No.B-1A, First Floor, Natakala Lane, Off

S.V. Road, Borivali (West), Mumbai 400 092.

CIN No. : L28120MH1993PLC073160
Email : yashraj_bom@rediffmail.com
Website : www.barrelpeople.com
Telephone : 022-28993092/ 28980841

13. Listing on Stock Exchange: Bombay Stock Exchange Ltd., Dalal Street, Mumbai - 400 001.

14. Stock Market Information

i) Stock Code

Bombay Stock Exchange Ltd.

: 530063

 

15. Registrars & Transfer Agents

: Link Intime (I) Pvt. Ltd.

C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083.

Tel.: 022-4918 6000 / 4918 6270

SHARE TRANSFER SYSTEM :

Equity Shares are admitted with the Depository namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as an eligible security under the Depositories Act, 1996. As such, facilities for dematerializations of Company's Equity Shares are available vide ISIN INE 095 CO 10 18 at both the depositories. Your

Company's Equity Shares are under compulsory dematerialization of equity shares of the Company was as under:

16(a) DISTRIBUTION OF SHAREHOLDING AS ON March 31, 2024 OF EQUITY SHARES OF RS.10/-EACH FULLY PAID UP

No.of Equity Shares held

No.of Share Holders % of Holders No.of Shares held % of shares held

001-5000

6,371 98.04 17,40,540 10.25

5001-10000

59 0.90 4,39,227 2.58

10001-100000

61 0.93 17,56,609 10.33

100001-above

9 0.13 1,30,63,624 76.84

TOTAL

6,500 100 1,70,00,000 100

b) Categories of Shareholders as on March 31, 2024, OF EQUITY SHARES OF RS.10/- EACH FULLY PAID UP

Particulars

No. of Shares % To Total Share Holding

Promoters group

1,27,31,295 74.89

Financial Institutions/ Banks/Insurance Companies/Mutual Funds/Trust

0 0

FIIS/NRIs/OCBs/Other Foreign shareholders (Other than Promoter Group)

49,996 0.29

Bodies Corporate

4,05,016 2.38

Public & Others

38,13,693 22.44

TOTAL

1,70,00,000 100

17. Dematerialization of Shares and Liquidity :

Approximately 98.41 % of the Equity Shares have been dematerialized upto March 31, 2024. Trading in Equity Shares of the Company is permitted only in dematerialized form compulsorily as per notification issued by the Securities and Exchange Board of India.

i) Materially significant related party transactions that may have potential conflict with the interests of company.

The Company does not have material significant related party transactions i.e. transactions of the company of material nature with its Promoters, Directors of the Management, or their subsidiaries or relatives etc. that may have potential conflicts with the interest of the Company at large. However, Disclosure of Transactions with related party have been made in the Balance-Sheet in Notes to Accounts at Note No 31 which are selfexplanatory.

ii) Please refer to Secretarial Auditor Report Annexed at the end of this Section.

a) Details of Compliance with mandatory requirements and adoption of the non-mandatory requirement of this clause :

The Company has complied with mandatory requirements and None of the Independent Directors on our Board has not served beyond the statutory limit.

18. Means of Communication :

The Quarterly/Half Yearly Unaudited Financial Results/Audited Financial Results are published in Navshakti and Free Press Journal, and uploaded on the website of Bombay Stock Exchange Ltd. as well as on Company's website www.barrelpeople.com. The notices to the stakeholders are published in Navshakti and Free Press Journal.

19. FUTURE PROSPECTS

As informed in the last Annual General Report, your company has focused its attention towards the Private Sector clients and the other Government Departments.

20. DECLARATION

The Board has laid down a code of conduct for all Board Members and Senior Management of the Company which is posted on the website of the company. The Board Members and Senior Management have affirmed compliance with the code of conduct.

21. Pursuant to Regulation 36 of the SEBI (LODR) Regulation 2015 and Secretarial Standard-2 on General Meeting, following information are furnished about the Directors proposed to be Appointed/Reappointed, vide item No. 3 and 4 of the Notice dated May 30, 2024.

3 Name of the Director MRS. MADHU NITIN KANADIA
DIN 07049292
Date of Birth 09-12-72
Expertise Good knowledge of Administration
Date of Appointment on the Board as Director 02-11-2021
Qualification SSC
Number of Equity Shares held in the Company by the Director NIL
Number of Equity Shares held in the NIL
Company by the Director or for other persons on a beneficial basis
List of outside Directorships held in Public Companies Chairman/Member of the Committees of Board of Directors of the Company East India Drums & Barrels Mfg.Ltd.
Chairman/Member of the Committees of Board of Directors of other Company in which he is a Director Audit Committee

Stakeholders/Grievance Committee Remuneration and Nomination Committee

Relationship with other Directors NIL
4 Name of the Director MR. SUNIL VASANTRAO PATIL
DIN 08450300
Date of Birth 01-06-1971
Expertise Good Experience of Barrels and Drums
Date of Appointment on the Board as Director 28-05-2019
Qualification SSC
Number of Equity Shares held in the Company by the Director NIL
Number of Equity Shares held in the Company by the Director or for other persons on a beneficial basis NIL
List of outside Directorships held in Public Companies Chairman/Member of the Committees of Board of Directors of the Company NIL
Chairman/Member of the Committees of Board of Directors of other Company in which he is a Director NIL
Relationship with other Directors NIL