Your Directors have pleasure in presenting their 77tn Annual Report together with the
Standalone and Consolidated Audited Accounts of the Company for the financial year ended
31st March, 2024.
COMPANY PERFORMANCE
| |
2023 - 2024
|
2022- 2023
|
|
FINANCIAL RESULTS
|
Rs. In Lakhs
|
Rs. In Lakhs
|
|
Total Income
|
48.00
|
71.52
|
|
Net Profit before Tax
|
9.22
|
22.42
|
|
Less: Provision for Taxation
|
1.44
|
3.50
|
|
Net Profit after Tax
|
7.78
|
18.93
|
|
Add: Opening Balance in Statement of Profit & Loss
|
490.25
|
471.33
|
|
Closing Balance
|
498.04
|
490.25
|
DIVIDEND
The Directors have considered to plough back the profit in business for better financial
strength and as such they have not recommended any dividend for the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review is appended below:
A. BUSINESS
The Company is presently engaged in the business of Steel Manufacturing and Fabrication,
Real Estate and Other Allied Services. Arrangements are in hand to diversify its line of
business for the future growth and prosperity.
B. REVIEW OF OPERATIONS & FUTURE PROSPECTS
The operations of the Company were stable during the year under review. The Board of
your Company is exploring alternatives for improving its operations for long term growth,
C. OPPORTUNITIES AND THREATS, RISKS AND CONCERNS
Your Company's objective is to effect improvement in its operations. However, the
Company is exposed to threats and risks, as faced by other organizations in general and
those engaged in similar business, like adverse changes in the general economic and market
conditions, changes in Government policies and regulations etc.
D. INTERNAL CONTROL SYSTEM
The Company has Internal control procedures commensurate with the nature of its business
and size of its operations. The objectives of these procedures are to ensure efficient use and
protection of Company's resources, accuracy in financial reports and due compliance of
applicable statutes and Company's norms, policies and procedures.
E. HUMAN RESOURCES
There was no loss of work or any human resource related problem during the year.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. V.N. Agarwal (DIN: 00408731) Director, retires by rotation at the ensuing Annual
General Meeting (AGM) and being eligible offers himself for re-appointment. His brief
resume is attached to the Notice of the said Meeting.
Ms. Neha Mehra was appointed as the Chief Financial Officer (CFO) of the Company with
effect from 22nd May, 2023 on recommendation of the Nomination and Remuneration
Committee in terms of Section 203 of the Companies Act, 2013.
NUMBER OF BOARD MEETINGS HELD
During the Financial Year 2023-24, Seven (7) Board Meetings were held on 3fd May, 2023,
22nd May, 2023, 29th May, 2023, 9th August, 2023, 8th November, 2023, 4th December, 2023
and 1st February, 2024.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013 your Board of Directors
confirms that:-
(a) in the preparation of the Annual Accounts for the financial year ended 31st March,
2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were 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;
(c) 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;
(d) the annual accounts of the Company have been prepared 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.
POLICY FOR DIRECTORS APPOINTMENT
The Company believes that in order to ensure that the Board of Directors can discharge
their duties and responsibilities effectively; it aims to have a Board with optimum
combination of experience and commitment with the presence of Independent Directors.
Such Board can provide a long term plan for the Company's growth, improve the quality of
governance and increase the confidence of its members.
The Company has a policy in terms of Section 178(3) of the Companies Act, 2013 on
directors' appointment and remuneration including the criteria for determining their
qualifications, positive attributes and independence.
BOARD EVALUATION
The Board has evaluated the effectiveness of its functioning and that of the Committees and
of individual Directors by seeking inputs on various aspects of Board/Committee
Governance and considered and discussed in details the inputs received from the Directors.
AUDIT COMMITTEE
The Audit Committee as on 31st March, 2024 comprised of Mr. S.K. Roychowdhury as the
Committee Chairman and Mr. V.N. Agarwal and Mr. G.K. Agarwal as the other Members. All
the recommendations made by the Audit Committee during the financial year under review
were considered by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on 31st March, 2024 comprised of Mr.
V.N. Agarwal as the Committee Chairman and Mr. S.K. Roychowdhury and Mr. G.K. Agarwal
as the other Members. All the recommendations made by the Nomination and
Remuneration Committee during the financial year under review were considered by the
Board.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors meet the criteria of being Independent (as prescribed in the
Companies Act, 2013 and the Listing Regulations) and an Independency Certificate from
them have been obtained.
ANNUAL RETURN
As provided under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2024 in Form MGT-7 is available on the Website of the
Company at: http://www.bengalsteel.co.in/investor.php.
STATUTORY AUDITORS
M/s S. Ghose & Co. LLP, Chartered Accountants (Firm Registration No. 302184E/E300007)
Statutory Auditor of the Company were appointed to hold office for a term of five years
commencing from the Financial Year 2022-23 till the conclusion of the AGM of the Company
to be held in the year 2027.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules there
under, the Board of Directors of the Company has appointed a Practicing Company
Secretary to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.
The Secretarial Audit Report for the financial year ended 31^ March, 2024 is annexed
herewith as Annexure A.
COST AUDIT
The Company is not required to maintain cost records in terms of Section 148(1) of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company with its Related Parties
during the financial year were on arm's length basis and in the ordinary course of business.
Hence the provisions of Section 188 of the Companies Act, 2013 and disclosure in Form
AOC-2 are not applicable. The transactions with Related Parties are disclosed in the Notes to
the Financial Statements.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of Loans, Investments and Guarantees, if any, given/made by the Company are
disclosed in the Notes to the Financial Statements.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public within the meaning of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and
no public deposits were outstanding or remained unclaimed as on 31st March, 2024.
SUBSIDIARY COMPANY
Pursuant to Section 129(3) of the Companies Act, 2013 and the Rules thereunder, a
Statement containing the salient features of the financial statements of the Company's
Subsidiary Company in Form AOC-1 has been enclosed with the Consolidated Financial
Statements of the Company.
The overall performance of the Company and its Subsidiary's share during the period under
review is detailed in Form AOC-1.
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for Directors and Employees has been established, details of which are given on
the website of the Company.
INTERNAL FINANCIAL CONTROL
The Company's internal financial control systems are commensurate with the Company's
size and nature of business enabling it to safeguard assets, prevent and detect frauds 3s well
as other irregularities.
RISK MANAGEMENT
Risk Management is the process of identification, assessment and prioritization of risks to
minimize/mitigate/monitor the probability and/or impact of unfortunate events. Risk
Management Policy enables the Company to manage such uncertainties and changes in the
internal and external environment to reduce their negative impact. The Board of Directors
of the Company, as and when needed, develops such policies for assessing and managing
the risks in accordance with the requirements of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
Disclosures in terms of Section 197(12) of the Companies Act, 2013 and the Rules made
there under in respect of Directors' Remuneration, were not applicable to the Company
during the year ended 31st March, 2024 as no remuneration is being paid to Directors other
than sitting fees for attending the Board Meetings.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 were not applicable to the Company during the year
ended 31st March, 2024.
ACKNOWLEDGEMENTS
Your Directors would like to thank shareholders, bankers and all other business associates
for the continuous support given by them to the Company.
FOR AND ON BEHALF OF THE BOARD
PLACE: KOLKATA j \
DATE: 22no APRIL, 2024 DIRECTORS
|