The Directors have pleasure in presenting before you the 31st Boards' Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS:
The performance during the period ended 31st March, 2025 has been as under:
(Rs. In Lakhs)
|
Particular
|
2024-25
|
2023-24
|
|
Revenue from operations
|
155.10
|
303.16
|
|
Other income
|
11.55
|
420.56
|
|
Total Income
|
166.65
|
723.72
|
|
Total Expense
|
266.56
|
201.51
|
|
Profit /loss before Exceptional items and Tax Expense
|
(99.91)
|
522.21
|
|
Add/(less): Exceptional items
|
--
|
|
|
Profit /loss before Tax Expense
|
(99.91)
|
522.21
|
|
Less: Tax Expense (Current & Deferred)
|
45.07
|
(77.64)
|
|
Profit /loss for the year (1)
|
(54.84)
|
444.57
|
|
Total Comprehensive Income/loss (2)
|
--
|
--
|
|
Total (1 2)
|
(54.84)
|
444.57
|
2. REVIEW OF OPERATIONS:
During the year under review, the Company has recorded a total income of Rs.166.65 Lakhs
and Loss of Rs. 54.84 Lakhs as against the total income of Rs. 723.72Lakhs and profit of
Rs.444.57 Lakhs in the previous financial yearending 31.03.2024.
3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015
and forms part of this Report.
4. RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to general reserves account of the company during the
year under review.
The closing balance of reserves, including retained earnings, of the Company as at
March,31st 2025 is Rs. 668.58 Lakhs.
5. DIVIDEND:
Directors have not recommended any dividend for the financial year 2024-2025.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was no change in the
nature of Business.
7. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments 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.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:
During the year under review, the Company's authorized capital stands at Rs. 5,00,00,000 /-
(Rupees Five Crores Only) divided into 50,00,000 (Fifty Lakhs Only) equity shares of Rs.10/-
(Rupees Ten Only) each and the paid-up capital stands at Rs. 3,00,00,000/- (Rupees Three
Crores Only) divided into 30,00,000 (Thirty Lakhs Only) equity shares of Rs. 10/- (Rupees
Ten Only) each.
10. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS
/CEO/ CFO AND KEY MANANGERIAL PERSONNEL
As on date of this report, the Company has Six (6) Directors, out of which Two (2) are
Independent,Two (2) are Non - Executive and Non -Independent Director and Two (2) are
Executive Directors.
a) Appointment/Re-appointment/Resignation of Directors/KMP of the Company during the year
• Appointment of Mr. Janampalli Vikramdev Rao as Non- Executive and Non-Independent
Director of the Company with effect from 01st April, 2024.
• Appointment of Mr. Bharadwaj Turlapati as Non- Executive and Non-Independent Director of
the Company with effect from 01st April, 2024.
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2024-25
1. Kamal Narayan Rathi - Managing Director
2. Sandeep Rathi - Executive Director & Chief Financial Officer
3. Sonal Agarwal - Company Secretary and Compliance Officer
c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars
of the Directors seeking appointment/re-appointments are given as Annexure A to the notice
of the AGM forming part of this Annual Report.
11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub¬
section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg.
25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the PIDs of the Company have registered themselves with the India Institute of
Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline.
The Independent Directors have also confirmed that they have complied with Schedule IV of
the Act and the Company's Code of Conduct.In terms of Reg. 25(8) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or may
be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
12. BOARD MEETINGS:
The Board of Directors duly met Four (4) times on 20.05.2024, 12.08.2024,07.11.2024 and
13.02.2025 and in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.
|
Name
|
Designation
|
No. of
Meetings held
|
No. of Meetings
attended
|
|
|
Mr. Janampalli Vikramdev Rao
|
Non - Executive
|
4
|
4
|
|
| |
Non-Independent Director
|
|
|
|
|
Mr. Bharadwaj Turlapati
|
Non - Executive
|
4
|
4
|
|
| |
Non-Independent Director
|
|
|
|
|
Mr. Kamal Narayan Rathi
|
Managing Director
|
4
|
4
|
|
|
Mr. Sandeep Rathi
|
Executive Director
|
4
|
4
|
|
|
Mr. Sreeram Athota
|
Non-Executive Independent Director
|
4
|
4
|
|
|
Mrs. Vidya Harkut
|
Non-Executive Independent Director
|
4
|
4
|
|
13. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors was conducted on 13.02.2025 to evaluate the
performance of non-independent directors, the board as a whole and the Chairman of the
Company, taking into account the views of executive directors and non executive directors.
The Board reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
14. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2)
& (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure I (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure I (b).
During the year, NONE of the employees (excluding Executive Directors) is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
15. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act,
2013 a remuneration ratio of 8.34:1 is being paid to Mr. Sandeep Rathi, Executive director of
the Company and a ratio of 9.34:1 is being paid to Mr.Kamal Narayan Rathi, Managing
Director of the Company.
16. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, 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 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 and
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 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; and
(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.
(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.
17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its various
locations, commensurate with its size and operations. The organization is adequately staffed
with qualified and experienced personnel for implementing and monitoring the internal
control environment.
The internal audit function is adequately resourced commensurate with the operations of the
Company and reports to the Audit Committee of the Board.
18. NO FRAUDS REPORTED BY STATUTORY AUDITORS:
During the Financial Year 2024-25, the Auditors have not reported any matter under section
143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under
section 134(3) (ca) of the Companies Act, 2013.
19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any subsidiary Company.
20. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
There have been no companies which have become or ceased to be the subsidiaries, joint
ventures or associate companies during the year.
21. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The Company has not accepted any public deposits during the Financial Year Ended March
31,2025 and as such, no amount of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
22. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE
ACT:
Since the Company has not accepted any deposits during the Financial Year Ended March
31,2025, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to
file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding
receipt of money/loan by the Company, which is not considered as deposits.
The Company has complied with this requirement within the prescribed timelines.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments during the year
under review.
24. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.
25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Companies Act 2013, Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”) read with the relevant circulars and amendments thereto, the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (“IEPF”), constituted by the
Central Government
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years
and therefore no amount is required to be transferred to Investor Education and Provident
Fund under the Section 125(1) and Section 125(2) of the Act.
The details of dividend and shares transferred to IEPF, unpaid and unclaimed amounts lying
with the Company and procedure for claiming the dividend and shares from IEPF Authority
are available on the website of the Company at the link: https://bnrul.com/ and also on the
website of Investor Education and Protection Fund Authority i.e., www.iepf.gov.in.
26. DETAILS OF THE NODAL OFFICER:
The Company has designated Mr. Sandeep Rathi, Executive Director & CFO as a Nodal
Officer for the purpose of IEPF.
27. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's
length basis and were in the ordinary course of business. During the financial year 2024-25,
there were no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the
Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions
with the related parties for the financial year is obtained from the Audit Committee. The
transactions with the related parties are routine and repetitive in nature
The summary statement of transactions entered into with the related parties pursuant to the
omnibus approval so granted are reviewed and approved by the Audit Committee and the
Board of Directors on a quarterly basis. The summary statements are supported by an
independent audit report certifying that the transactions are at an arm's length basis and in
the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-2 to this
report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEOUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder:
A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption
are not applicable to the Company.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
29. COMMITTEES:
(I). AUDIT COMMITTEE:
Terms of reference of Audit committee covers all the matters prescribed under Regulation 18
of the Listing Regulations and Section 177 of the Act, 2013.
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:
The terms of reference of the Audit Committee encompasses the requirements of Section
177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015
read with Schedule II thereof, inter alia, includes:
i. oversight of the listed entity's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
ii. recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;
iii. approval of payment to statutory auditors for any other services rendered by the statutory
auditors;
iv. reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
a. matters required to be included in the director's responsibility statement to be included in the
board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by
management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;
v. reviewing, with the management, the quarterly financial statements before submission to the
board for approval;
vi. reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a [public issue or
rights issue or preferential issue or qualified institutions placement], and making appropriate
recommendations to the board to take up steps in this matter;
vii. reviewing and monitoring the auditor's independence and performance, and effectiveness of
audit process;
viii. approval or any subsequent modification of transactions of the listed entity with related
parties;
ix. scrutiny of inter-corporate loans and investments;
x. valuation of undertakings or assets of the listed entity, wherever it is necessary;
xi. evaluation of internal financial controls and risk management systems;
xii. reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems;
xiii. reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;
xiv. discussion with internal auditors of any significant findings and follow up there on;
xv. reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;
xvi. discussion with statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;
xvii. to look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;
xviii. to review the functioning of the whistle blower mechanism;
xix. approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate;
xx. Carrying out any other function as is mentioned in the terms of reference of the audit
committee.
xxi. reviewing the utilization of loans and/ or advances from/investment by the holding company
in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary,
whichever is lower including existing loans / advances / investments existing as on the date
of coming into force of this provision.
xxii. consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.
xxiii. Carrying out any other function as may be referred to the Committee by the Board.
xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies
Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.
B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:
i. management discussion and analysis of financial condition and results of operations;
ii. management letters / letters of internal control weaknesses issued by the statutory auditors;
iii. internal audit reports relating to internal control weaknesses; and
iv. the appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.
v. statement of deviations:
vi. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).
vii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).
C. COMPOSITION, MEETINGS & ATTENDANCE:
There were Four (4) Audit Committee Meetings held during the year on 20.05.2024,
12.08.2024, 07.11.2024 and 13.02.2025.
|
Name
|
Designation
|
Category
|
No. of
Meetings held
|
No. of Meetings
attended
|
|
|
Mr. Sreeram Athota
|
Chairman
|
Independent
|
4
|
4
|
|
|
Mrs. Vidya Harkut
|
Member
|
Independent
|
4
|
4
|
|
|
Mr. J. Vikramdev Rao
|
Member
|
Non-Executive and
Non- Independent
|
4
|
4
|
|
| |
|
|
|
|
|
(II). NOMINATION AND REMUNERATION COMMITTEE:
(Nomination and Remuneration Committee constituted in terms of Section 178 of
Companies Act, 2013 read with Regulation 19 of SEBI (LODR) Regulations, 2015)
The terms of reference of the Nomination and Remuneration committee constituted in terms
of Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR)
Regulations, 2015 are as under:
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE
i. formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the board of directors a policy relating to, the remuneration of
the directors, key managerial personnel and other employees;
ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities required of
an independent director. The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
iii. formulation of criteria for evaluation of performance of independent directors and the board of
directors;
iv. devising a policy on diversity of board of directors;
v. identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal.
vi. whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.
vii. Recommend to the board, all remuneration, in whatever form, payable to senior
management.
B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE
YEAR:
During the financial year 2024-25, one meetings of the Nomination & Remuneration
Committee were held on 20.05.2024.
|
Name
|
Designation
|
Category
|
No. of
Meetings held
|
No. of Meetings
attended
|
|
Mr. Sreeram Athota
|
Chairman
|
Independent
|
1
|
1
|
|
Mrs. Vidya Harkut
|
Member
|
Independent
|
1
|
1
|
|
Mr. J. Vikramdev Rao
|
Member
|
Non-Executive and
Non- Independent
|
1
|
1
|
C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The performance evaluation criteria for Independent Directors are already mentioned
under the head “Board Evaluation” in Directors' Report.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration Committee
for identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as independent Directors of the
Company.
2. Terms and References:
2.1 “Director” means a director appointed to the Board of a Company.
2.2 “Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation
19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
3. Policy:
3.1 Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into
account factors, such as:
• General understanding of the Company's business dynamics, global business and social
perspective;
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the following requirements:
• shall possess a Director Identification Number;
• shall not be disqualified under the companies Act, 2013;
• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
Member, the Committee Meeting;
• shall abide by the code of Conduct established by the Company for Directors and senior
Management personnel;
• shall disclose his concern or interest in any Company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting of
the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;
• Such other requirements as any prescribed, from time to time, under the Companies Act,
2013, Regulation 19 of SEBi (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the Company's business.
3.2 Criteria of Independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors
at time of appointment/ re-appointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interest or
relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
An independent Director in relation to a Company, means a director other than a managing
Director or a whole-time Director or a nominee Director
i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant
expertise and experience;
ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate
company [or member of the promoter group of the listed entity];
iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or
associate company;
iv. who, apart from receiving director's remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, during the 3 [three] immediately preceding financial years or
during the current financial year;
v. none of whose relatives—
a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate
company during the three immediately preceding financial years or during the current
financial year of face value in excess of fifty lakh rupees or two percent of the paid-up
capital of the listed entity, its holding, subsidiary or associate company, respectively, or
such higher sum as may be specified;
b. is indebted to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, in excess of such amount as may be specified during the three
immediately preceding financial years or during the current financial year;
c. has given a guarantee or provided any security in connection with the indebtedness of any
third person to the listed entity, its holding, subsidiary or associate company or their
promoters or directors, for such amount as may be specified during the three immediately
preceding financial years or during the current financial year; or
d. has any other pecuniary transaction or relationship with the listed entity, its holding,
subsidiary or associate company amounting to two percent or more of its gross turnover or
total income: Provided that the pecuniary relationship or transaction with the listed entity,
its holding, subsidiary or associate company or their promoters, or directors in relation to
points (A) to (D) above shall not exceed two percent of its gross turnover or total income or
fifty lakh rupees or such higher amount as may be specified from time to time, whichever is
lower.
vi. who, neither himself [/herself], nor whose relative(s) —
a. holds or has held the position of a key managerial personnel or is or has been an employee
of the listed entity or its holding, subsidiary or associate company [or any company
belonging to the promoter group of the listed entity,] in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed:
[Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her employment.]
b. is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of—
(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or
(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its
holding, subsidiary or associate company amounting to ten percent or more of the gross
turnover of such firm;
c. holds together with his relatives two percent or more of the total voting power of the listed
entity; or
d. is a chief executive or director, by whatever name called, of any non-profit organisation that
receives twenty-five percent or more of its receipts or corpus from the listed entity, any of its
promoters, directors or its holding, subsidiary or associate company or that holds two
percent or more of the total voting power of the listed entity;
e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;
vii. who is not less than 21 years of age.
viii. who is not a non-independent director of another company on the board of which any non¬
independent director of the listed entity is an independent director:
3.2.3 The independent Director shall abide by the “code for independent Directors “as specified
in Schedule IV to the companies Act, 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance Accordingly, members should voluntarily limit
their Directorships in other listed public limited companies in such a way that it does not
interfere with their role as Director of the Company. The NR Committee shall take into
account the nature of, and the time involved in a director service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to the
Board.
3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10
shall be public limited companies.
3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
Company.
3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more
than 5 committee across all companies in which he holds Directorships.
For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies, foreign
companies and companies under Section 8 of the companies Act, 2013 shall be excluded.
Remuneration policy for Directors, key managerial personnel and other employees:
The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit.
The remuneration levels are governed by industry pattern, qualifications and experience of
the Directors, responsibilities shouldered and individual performance.
Remuneration policy for Directors, key managerial personnel and other employees
1. Scope:
0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee
for recommending to the Board the remuneration of the Directors, key managerial
personnel and other employees of the Company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 “Director” means a Director appointed to the Board of the Company.
2.2 “key managerial personnel” means
(i) The Chief Executive Officer or the Managing Director or the Manager;
(ii) The Company Secretary;
(iii) The Whole-time Director;
(iv) The Chief Financial Officer; and
(v) Such other office as may be prescribed under the companies Act, 2013
2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the
Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
3. Policy:
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)
3.1.2 The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.
3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on
the achievement against the Annual plan and Objectives.
3.2 Remuneration to Non - Executive Directors
3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall
limits approved by the shareholders as per the provisions of the Companies Act.
3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the
Board and the Committees thereof. The Non- Executive Directors shall also be entitled to
profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
1.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and prevailing
remuneration levels for equivalent jobs.
C. MECHANISM FOR EVALUATION OF THE BOARD
Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board and Independent Directors with specific focus on the performance
and effective functioning of the Board and Individual Directors.
In line with Securities and Exchange Board of India Circular No. SEBI/ HO/ CFD/ CMD/
CIR/ P/ 2017/ 004, dated January 5, 2017 and the Companies Amendment Act, 2017 the
Company adopted the recommended criteria by Securities and Exchange Board of India.
The Directors were given six Forms for evaluation of the following:
(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson; and
(v) Evaluation of Managing Director and Whole-time Director
The Directors were requested to give following ratings for each criteria:
1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.
The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the
Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board
of Directors has informed that the performance of Directors is satisfactory.
5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:
5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit
their directorships in other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The NR Committee shall take into
account the nature of and the time involved in a director's service on other Boards, in
evaluating the suitability of the individual Director and making its recommendations to the
Board.
5.2 Director shall not serve as director in more than 20 companies of which not more than 10
shall be public limited companies.
5.3 Director shall not serve as an independent Director in more than 7 listed companies and
not more than 3 listed companies in case he is serving as a whole-time Director in any listed
company.
5.4 Director shall not be a member in more than 10 committees or act as chairman of more than
5 committees across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or not,
shall be included and all other companies including private limited companies, foreign
companies and companies under section 8 of the companies Act, 2013 shall be excluded.
(MI). STAKEHOLDERS RELATIONSHIP COMMITTEE:
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:
The Committee’s role includes:
i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;
v. Such other matter as may be specified by the Board from time to time.
vi. Authority to review / investigate into any matter covered by Section 178 of the Companies
Act, 2013 and matters specified in Part D of Schedule II of the Listing Regulations.
B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE
YEAR:
There was one (1) Stakeholders' Relationship Committee Meeting held during the year
and it was held on 13.02.2025.
|
Name
|
Designation
|
Category
|
No. of
Meetings held
|
No. of Meetings
attended
|
|
Mr. T. Bharadwaj
|
Chairman
|
Non-Executive and
Non- Independent
|
1
|
1
|
|
Mr. Sreeram Athota
|
Member
|
Independent
|
1
|
1
|
|
Mrs. Vidya Harkut
|
Member
|
Independent
|
1
|
1
|
C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING
DURING THE YEAR 2024-25:
|
NUMBER OF COMPLAINTS
|
NUMBER
|
|
Number of complaints received from the investors comprising non-receipt of
securities sent for transfer and transmission, complaints received from SEBI /
Registrar of Companies / Bombay Stock Exchange / National Stock Exchange /
SCORE and so on
|
NIL
|
|
Number of complaints resolved
|
NIL
|
|
Number of complaints not resolved to the satisfaction of the investors as on
March 31,2025.
|
NIL
|
|
Complaints pending as on March 31,2025.
|
NIL
|
|
Number of Share transfers pending for approval, as on March 31,2025.
|
NIL
|
30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:
Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs.
1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section
135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable
and hence the Company need not adopt any Corporate Social Responsibility Policy.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Reg. 22
of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section
177(10) of the Companies Act 2013, enabling stakeholders to report any concern of unethical
behaviour, suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the Whistle Blower.
Stakeholders including directors and employees have access to the Vice Chairman and
Managing Director and Chairperson of the Audit Committee.
During the year under review, no stakeholder was denied access to the Chairperson of the
Audit Committee.
The policy is available on the website of the Company at https://bnrul.com/
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators /courts that would
impact the going concern status of the Company and its future operations.
33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:
The members of the Company in accordance with Section 139 of the Companies Act, 2013
have passed a resolution for appointment of M/s. Laxminiwas & Co., Chartered Accountants,
Hyderabad as Statutory Auditors of the Company for a period of 5 years in the AGM held on
30.08.2022 to hold office up to the conclusion of 33rd Annual General Meeting of the
Company to be held for the financial year 2026-2027.
The notes of the financial statements referred to in the Auditors' Report issued by M/s.
Laxminiwas & Co., Chartered Accountants, Hyderabad for the financial year ended on 31st
March, 2025 are self-explanatory and do not call for any further comments. The Auditors'
Report does not contain any qualification, reservation or adverse remark.
34. SECRETARIAL AUDIT REPORT:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board of Directors had appointed M/s. S.S.
Reddy & Associates, Practicing Company Secretaries (CP No. 7478) as the Secretarial
Auditor of the Company, for conducting the Secretarial Audit for financial year ended March
31,2025.
The Secretarial Audit was carried out by M/s. S.S. Reddy & Associates, Company
Secretaries (CP No. 7478) for the financial year ended March 31,2025. The Report given by
the Secretarial Auditor is annexed herewith as Annexure- 3 and forms integral part of this
Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
35. INTERNAL AUDITORS:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its
Powers) Rules, 2014; during the year under review the Internal Audit of the functions and
activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M/s. PPKg & Co., the Internal Auditor of the Company.
Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board. There were no adverse
remarks or qualification on accounts of the Company from the Internal Auditor.
The Board has re-appointed M/s. PPKG & Co, Chartered Accountants, Hyderabad, as
Internal Auditors for the Financial Year 2025-26.
36. SECRETARIAL STANDARDS
Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of Corporate Affairs.
37. DECLARATION BY THE COMPANY
The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31,2025.
38. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act,
2013, the Board of Directors upon recommendation of the Nomination and Remuneration
Committee approved a policy on Director's appointment and remuneration, including, criteria
for determining qualifications, positive attributes, independence of a Director and other
matters. The said Policy extract is covered in Corporate Governance Report which forms part
of this Report and is also uploaded on the Company's website at https://bnrul.com/.
39. ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the Company https://bnrul.com/.
40. DISCLOSURE ABOUT COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities carried
out by the Company.
41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as
Annexure- 4 to this report.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
42. FAMILIARISATION PROGRAMMES:
The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarisation programme
for Independent Directors is disclosed on the Company's website https://bnrul.com/.
43. INSURANCE:
The properties and assets of your Company are adequately insured.
44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the
Company is less than Rs.25 Crores, Corporate Governance is Not Applicable.
45. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable
Securities laws. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention
of insider trading, is available on our website (https://bnrul.com/).
47. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace.
This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder. With the
objective of providing a safe working environment, all employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The policy is available on the website at
https://bnrul.com/
As per the requirement of the POSH Act and Rules made thereunder, the Company has
constituted an Internal Committee at all its locations known as the Prevention of Sexual
Harassment (POSH) Committees, to inquire and redress complaints received regarding
sexual harassment. During the year under review, there were no Complaints pertaining to
sexual harassment.
All employees are covered under this policy. During the year 2024-25, there were no
complaints received by the Committee.
48. DEPOSITORY SYSTEM:
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the
transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous advantages
offered by the Depository system as well as to avoid frauds, members holding shares in
physical mode are advised to avail of the facility of dematerialization from either of the
depositories. The Company has, directly as well as through its RTA, sent intimation to
shareholders who are holding shares in physical form, advising them to get the shares
dematerialized.
49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:
Company does not availed any loans from Banks and Financial Institutes.
50. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company which were
failed to be implemented.
51. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.
52. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance with
regard to the affairs of the Company in all respects.
53. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on our
website. https://bnrul.com/.
54. EVENT BASED DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review except:
a) Issue of sweat equity share: NA
b) Issue of shares with differential rights: NA
c) Issue of shares under employee's stock option scheme: NA
d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
e) Buy back shares: NA
f) Disclosure about revision: NA
g) Preferential Allotment of Shares: NA
h) Issue of equity shares with differential rights as to dividend, voting: NA
55. APPRECIATION & ACKNOWLEDGEMENT:
Your Director(s) place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Director(s) also thanks the
employees at all levels, who through their dedication, co-operation, support and smart work
have enabled the company to achieve a moderate growth and is determined to poise a rapid
and remarkable growth in the year to come.
Your Director(s) also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL,
CDSL, Bankers etc. for their continued support for the growth of the Company.
For and on behalf of the Board of
BNR Udyog Limited
Sd/- Sd/-
Kamal Narayan Rathi Sandeep Rathi
Place: Hyderabad Managing Director Executive Director & CFO
Date: 28.05.2025 (DIN: 00011549) (DIN: 05261139)
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