REPORT OF BOARD OF DIRECTORS Your Directors present the 78th Annual Report of the Company together with the Audited Accounts for the Financial Year ended 31.03.201 5. Consolidated Financial Statements In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report. DIVIDEND: The Board of Directors wishes to inform the shareholders that the Dividend at the rate of Re. l/- (10 percent) per share is proposed to be paid as Dividend for the year ended 31st March, 201 5 to those share holders whose name appears in the Register of Members on 6th August, 2015, subject to the approval of the shareholders in the ensuing Annual General Meeting. REVIEW OF OPERATIONS A) PACKAGING PRODUCTS Our EPS Packaging products are accepted throughout various industry sectors due to our emphasis on quality and our adherence to production schedules. Although our turn over is increasing, our profitability for this product line is severely impacted by the continuous increase in raw material prices. B) PREFABRICATED PANEL PRODUCTS Our Isobuild product line has performed well. SteilWallz which is marketed as a superior building system has made substantial progress during this year. C) CONTRACTS & EXPORTS Our contracting division continues to execute insulation contracts for major public sector companies. We are striving to increase revenues in this segment by marketing across regions. The exports division has successfully won several global tenders and are in the process of implementing those contracts. The exports teams is doing remarkably well. CHANGE IN THE NATURE OF BUSINESS, IF ANY: There is no change in the nature of business. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the report: Nil Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future : Nil Details in respect of adequacy of internal financial controls with reference to the Financial Statements : Adequate internal financial controls are in place and they are working effectively and efficiently. Details of Associate Companies: Nil Fixed Deposits The details relating to deposits, covered under Chapter V of the Act: STATUTORY AUDITORS Messrs. Deloitte Haskins & Sells (DHS), Chartered Accountants, Chennai (ICAI Registration Number of the firm is 008072S) were appointed as Statutory Auditors of the Company in our Seventy Seventh Annual General Meeting held on 13th August 2014 and they hold office till the conclusion of our Eightieth Annual General Meeting on a remuneration as the Board of Directors of the Company may determine, in addition to travelling and out of pocket expenses INTERNAL AUDITORS Mr .V.V Sridharan (Membership Number FCA 24801) is the Internal Auditor of our Company. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No.MGT-9 forms part of this Board's Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information Under Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of Directors Report for the year ended 31 st March 2015. Research and Development, Technology Absorption and Conservation of Energy The main focus of the Company's Research and Development effort is on Energy Conservation, process upgradation and environmental preservation Better utility of Resources, to minimize cost & wastage. Continuous efforts are on to reduce wastage in use of Power and Fuel. Foreign Exchange Earnings And Outgo During the year under review, Foreign Exchange Earnings amounted to Rs.1266.48 Lakhs as against Rs.51.26 Lakhs during previous year. The total Foreign Exchange Outgo during the year under review was Rs.1392.67 Lakhs as against Rs.504.13 Lakhs during previous year. DIRECTORS APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS Mrs Jayasree Anumolu was appointed as a Director with effect from 31st March 2015. The appointment is subject to the approval and confirmation of the shareholders in the ensuing Annual General Meeting. Mr.V.Thirumal Rao retires by rotation at this Annual General Meeting, and being eligible, offer him self for re-appointment. DECLARATION BY INDEPENDENT DIRECTORS: The declaration given by the Independent Directors are hosted in ourwebsite www.beardsell.co.in FORMAL ANNUAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS: The Board members and the Committee members performed their functions as required by the Companies Act 2013 and as per the regulatory framework of Securities and Exchange Board of India. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the financial year 2014-15 Six Board Meetings were held on 29/05/2014, 13/08/2014, 12/11/2014, 20/01/2015,13/02/2015 and 31/03/2015. AUDIT COMMITTEE During the financial year 2014-15 Four Audit Committee Meetings were held on 29/05/2014, 13/08/2014, 12/11/201 4 and 13/02/2015. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has established a vigil mechanism for directors and employees to report genuine concerns and the same is hosted in our wesite www.beardsell.co.in PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013: Loans : Rs.372.70 lacs Guarantees : Nil Investments : Rs. 1 38.08 lacs Particulars of Employees and related disclosures In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee is drawing remuneration in excess of the limits set out in the said rules. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having regard to the provisions of the first proviso to Section 1 36(1) of the Actand as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website. SECRETARIAL AUDIT: Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014, your Company engaged the services of Messrs. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR -3) is attached as Annexure to this Report. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE: M/s Deloitte Haskins & Sells, Chartered Accountants, Chennai have given a certificate regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed to this report. RISK MANAGEMENT POLICY: The Company has developed and implemented a risk management policy including identification therein the elements of risk which in the opinion of the Board may threaten the existence of the company. COST AUDIT Your company has appointed Mr M. Krishnaswamy, Practicing Cost Accountant, Chennai (FCMA No.5944) as Cost Auditor for the financial year 201 5-1 6 with the consent of the Central Government for the Audit of Cost Accounts maintained by the Company. EMPLOYEE RELATIONS The relations between the employees and management continued to be cordial during the year. DIRECTORS'RESPONSIBILITY STATEMENT: As required by Sec. 1 34 (3) [c] of the Companies Act, 201 3, your Directors further report that: I In preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures; II The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the Profit / (Loss) of the Company for financial year ended 31 st March, 201 5; III The Directors have 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; IV The Directors have prepared the Annual Accounts on a going concern basis. V 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. VI The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. REMUNERATION POLICY OF THE COMPANY The Remuneration policy of the Company Comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been hosted in our website www.beardsell.co.in CORPORATE GOVERNANCE Your Directors report that your Company has been fully compliant with the SEBI ICDR Regulations on Corporate Governance, which have been incorporated in Clause 49 of the Listing Agreement. A detailed report on this forms part of Annexure. ACKNOWLEDGEMENT Your Directors gratefully acknowledge the continued support received from the Bankers, Principals/Suppliers, Customers and Employees. For and on behalf of the Board Bharat Anumolu Managing Director S.V Narasimha Rao Executive Director Date : May 29, 201 5 Place : Chennai |