Director's Report

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Bedmutha Industries LtdIndustry : Steel - Medium / Small
BSE Code:533270NSE Symbol:BEDMUTHAP/E(TTM):19.55
ISIN Demat:INE844K01012Div & Yield %:0EPS(TTM):10.45
Book Value (Rs ):43.7706396Market Cap (Rs Cr.):658.99Face Value(Rs):10

To the Members

BEDMUTHA INDUSTRIES LIMITED

The Board of Directors presents the 34th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2024.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended on March 31, 2024 is summarized as under:

(Amount in ` Lakhs)

Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
Income from Operations 81,200.73 68,677.93 81,200.73 68,677.93
Add : Other Income 5,612.90 6,136.81 5,612.90 6,136.81
Profit before Interest, Depreciation and Taxes 8,240.20 7,810.06 8,240.20 7,810.06
Less : Finance Cost 3,544.50 3,357.76 3,544.50 3,357.76
Profit/ (Loss) before Depreciation and Taxes 4,695.71 4,452.30 4,695.71 4,452.30
Less : Depreciation 2,669.09 3,190.01 2,669.09 3,190.01
Profit/ (Loss) Before Taxes 2,026.61 1,262.29 2,026.61 1,262.29
Less : Provision for Current Taxation - - - -
Less: Provision for Deferred Taxation - - - -
Less: Taxes in respect of earlier years - - - -
Profit/ (Loss) after Taxes 2,026.61 1,262.29 2,026.61 1,262.29
less: Minority Interest - - - -
add: Share in Profit / (Loss) of Associates - - 67.85 38.58
Profit / (Loss) for the year 2,026.61 1,262.29 2,094.46 1,300.87

SUMMARY OF OPERATIONS/STATE OF THE COMPANY'S AFFAIRS:

During the Financial year 2023-24, the Standalone, Income from operations of your Company increased by 18.23%, from ` 68,677.93 Lakhs to ` 81,200.73 Lakhs. The company has earned profit of ` 8,240.20 Lakhs before interest, depreciation and taxes and earned Profit of` 2,026.61 Lakhs after taxes as compared to previous year.

During the Financial year 2023-24, the Consolidated, Income from operations of your Company increased by 18.23%, from ` 68,677.93 Lakhs to ` 81,200.73 Lakhs. The company has earned profit of ` 8,240.20 lakhs before interest, depreciation and taxes and earned profit of` 2,094.46 Lakhs after taxes as compared to previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and IND AS 23 on Consolidated Financial Statements read with

IND AS 28 on Investment in Associates and Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. The summarized consolidated results are given alongside the financial results of your Company.

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has transferred of ` 2,026.61 lakhs to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2023-24 to accumulate the profit and plough back for better operations in coming years.

BUSINESS REVIEW:

Particulars 2022-23 2023-24
(Rs in lakhs) (Rs in lakhs)
1 Total Income 74,814.74 86,813.63
2 Profit after Tax 1,262.29 2,026.61

During the current financial year 2024-25, Your company is working towards maximum capacity utilization in both steel and copper segment and also embarking towards expansion under mega project-II sanctioned by government of Maharashtra.

As per sanctioned letter of mega project, your company needs to complete required investment under the project by March 2027. Your management has decided to implement the said project under two phases, the first phase of expansion under mega project is to be completes by September 2025 and the second phase of expansion by March 2027.

Expansion plan is towards capacity addition to have more value added products rather than to deal in the turnover oriented business products in the industry.

Your company is continuously striving for its green initiative mission, by adopting sustainable processes in operations for the reduction in the carbon footprint and secondly reduction in power and fuel cost.

CHANGES IN THE NATURE OF BUSINESS:

There has been no change(s) of business of the Company or in the nature of business carried on by the Company during the financial year under review.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024 was ` 34,56,53,840 consisting of 3,22,63,884 Equity shares of ` 10/- each and 23,01,500, 1.00% Non-Convertible Cumulative Redeemable Preference Shares ("CRPS") of ` 10/- each.

During the current financial year there was no change in the Capital structure of the Company. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued to employees or Directors of the Company under any scheme (including Sweat Equity Shares).

DEPOSITS:

During the year 2023-24, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRY SCENARIO:

The demand for steel set to increase, on account of the robust domestic spending and construction activity, particularly in emerging markets which drove demand for steel & copper products, supporting production and capacity utilisation. The initiatives by the Indian Government such as the National Steel Policy and the Production-Linked Incentive (PLI) scheme aimed at boosting domestic manufacturing, also increased demand from sectors like construction, infrastructure development, and automotive manufacturing.

Thanks to expanding sectors such as electrical and electronic products, building construction, industrial machinery and equipment, transportation equipment, and consumer and general products. Demand of copper is increasing due to progress of implementation of electric vehicle worldwide with associated charging infrastructure, decarbonisation policy push by US and EU and more and more emphasis on green energy to mitigate climate change.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure 1 forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

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, a statement showing the details of top ten employees and the names of other employees drawing the remuneration in excess of the limits set out in the said rules are provided in Annexure 2 of this Board's Report.

The 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 are also provided in Annexure 2 of the Board's Report.

MANAGERIAL REMUNERATION:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Form MGT – 9 is available on the website of your Company www.bedmutha.com.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

As on March 31, 2024 the Company did not have any subsidiary Company. The company has one associate company named as "Ashoka Pre-con Pvt. Ltd."

The Statement in form AOC-1 containing salient features of the financial statements of Company's Subsidiaries and associates is attached as Annexure 3 to the financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the

Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no order has been passed by the regulators or courts or tribunals against the Company or any Directors, Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year 2023-24 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Companyhadnotenteredintoanymateriallysignificantrelated party transactions with

Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their approval. The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website (www.bedmutha.com).

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Board's Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate

Governance requirements set out by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The

Company has also implemented several best Corporate Governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The requisite Auditors of the Company confirming compliance with the conditions of Corporate Governance is certificate attached to the report on Corporate Governance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors, and 3 (Three) Executive Directors.

The 2nd term of 5 consecutive years of Mr. Narayan Kadu (DIN: 02807124), Non-Executive Independent Director of the Company was completed on March 31, 2024, thereby Mr. Narayan Kadu ceased to be Director of the Company w.e.f. March 31, 2024.

On the recommendation of Nomination and Remuneration Committee, the Board of Director had appointed Mr. Sanjaya Kandpal (DIN: 08055303) as an Additional Director (Independent ) of the Company w.e.f. April 02, 2024. The Shareholders of the Company has approved the appointment of Mr. Sanjaya Kandpal as an Independent (Non-Executive) Director of the Company on June 29, 2024 through Postal Ballot.

Mr. Vijay Kachardas Vedmutha (DIN: 00716056), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment.

The brief resume of the Director(s) seeking appointment or re-appointment and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 (SS-2) has been provided in the Notice convening 34th Annual General Meeting.

Mr. Ajay Topale - Company Secretary and compliance officer, the Key Managerial Personnel of your Company was sadly

& untimely demised on 26th July 2024. He has contributed immensely in corporate governance of your company. Your board has expressed deep and heartfelt condolences to his family and friends, and placed on record the appreciation for his services to the Company.

Presently, Mr. Kachardas Bedmutha, Chairman and Executive Director, Mr. Vijay Vedmutha - Managing Director,

Mr. Ajay Vedmutha Managing Director & Chief Financial Officer, Mrs. Vinita Ajay Vedmutha - Chief Executive Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values. Further, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

According to Regulations 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent

Directors. Accordingly, a meeting of Independent Directors was held on February 07, 2024 wherein the performance of the Non-Independent Directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure

Requirements) 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the company's strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

NUMBER OF BOARD MEETINGS:

The meeting of the Board of Directors was held 4 (Four) times during the Financial Year 2023-24 and the intervening gap between two succeeding meetings was not more than 120 days. Your Company has complied with the provisions of Chapter XII – Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meetings and the attendance of the Directors present in such meetings are provided in the Corporate Governance report.

COMMITTEES OF THE COMPANY: Audit Committee:

The Board has properly constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and

Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which consists of the following members' viz.:

Name of Member Designation Category
Mr. Narayan Kadu 1 Member Independent Director
Mrs. Vandana Sonwaney Member Independent Director
Mr. Vijay Vedmutha Member Executive Director (Managing Director)
Mr. Shreekrishna Marathe Chairman Independent Director
Mr. Sanjaya Kandpal 2 Member Independent Director

* Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent Director of the Company, he completed his 2nd term on March 31, 2024. He was chairman of the committee till March 31, 2024.

2. Mr. Sanjaya Kandpal (DIN: 08055303), has been appointed as Non-Executive Independent Director of the Company w.e.f. April 02, 2024 and as a Member of the Audit Committee w.e.f. May 28, 2024.

The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns about unethical practice. Any complainant can have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Company's website i.e., http://www.bedmutha.com.

Nomination and Remuneration Committee:

The Board of Directors has constituted the Nomination and Remuneration Committee in accordance with the Companies

Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members viz.:

Name of Member Designation Category
Mr. Narayan Kadu* Member Independent Director
Mrs. Vandana Sonwaney Member Independent Director
Mr. Shreekrishna Marathe Chairman Independent Director
Mr. Sanjaya Kandpal* Member Independent Director

* Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent Director of the Company, he completed his 2nd term on March 31, 2024. He was chairman of the committee till March 31, 2024.

2. Mr. Sanjaya Kandpal (DIN: 08055303), has been appointed as Non-Executive Independent Director of the Company w.e.f. April 02, 2024 and as a Member of the Audit Committee w.e.f. May 28, 2024.

The details regarding composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria for Their Performance Evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company. (www.bedmutha.com)

Stakeholder Relationship Committee:

The Board of Directors has constituted Stakeholders Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Corporate Social Responsibility Committee (CSR):

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net profit of Rupees five crore or more during any financial year shall constitute the CSR Committee.

The Company was required to spend ` 6.12 Lakhs on CSR activities for FY2023-24. The Company has spent ` 6.15 Lakhs during FY 20233-24. The Company has thus spent the entire amount required to be spent on CSR activities during FY2023-24.

The Annual Report on Corporate Social Responsibility for the financial 7 to the Board's Report.

The Company has constituted the CSR Committee.

Name of Member Designation Category
Mr. Narayan Kadu 1 Chairman Independent Director
Mr. Shreekrishna Marathe 2 Chairman Independent Director
Mr. Vijay Vedmutha Member Executive Director
Mr. Ajay Vedmutha Member Executive Director
Mr. Kachardas Bedmutha Member Executive Director
Mr. Shreekrishna Marathe Chairman Independent Director

Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent Director of the Company, he completed his 2nd term on March 31, 2024. He was chairman of the committee till March 31, 2024.

2. Mr. Shreekrishna Marathe (DIN: 08691908), Non-Executive Independent Director of the Company has been appointed as a Chairman of the Corporate Social Responsibility Committee w.e.f. May 28, 2024.

RISK MANAGEMENT POLICY:

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company's website. (www.bedmutha.com) The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation:

The Company has identified various risks faced by the Company from different areas. As required under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and

Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company had appointed M/s. Hiran Surana & Associates LLP., Chartered Accountants as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

There are no loans, security or guarantees covered under section 186 of the Companies Act, 2013. The details of Investment covered under section 186 of the Companies Act, 2013 forming part of notes to Accounts.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

In accordance with the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. SIGMAC & Co., Chartered Accountants, Mumbai (Firm Registration No. 116351W) have been appointed as

Statutory Auditors for the first term of 5 consecutive years commencing from the conclusion of the 32nd Annual General

Meeting till the conclusion of the 37th Annual General Meeting for the Financial Year 2026-27.

The Company had received a written consentand certificatestating that they satisfy the criteria provided under Section

141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. SIGMAC & Co., Chartered Accountants, (Firm Registration No. 116351W) have also confirmed that theyhold certificateissued by the Peer valid

Review Board of ICAI.

AUDITORS' REPORT:

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks in the Auditors' Report.

INTERNAL AUDITORS:

M/s. Hiran Surana & Associates LLP, Chartered Accountants, has been appointed as Internal Auditors of the Company w.e.f. July 2023 to March 2024, on resignation of M/s. K. N. B. J. & Associates, as Internal Auditors of the Company. For the current Financial year 2024-25, the Board of Director has appointed M/s Hiran Surana & Associates LLP as Internal Auditors of the Company.

COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s. Deodhar Joshi &

Associates, Cost Accountants (Firm Registration No.: 002146) to conduct the cost audit of the Company for the Financial Year 2024-25.

The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual

General Meeting.

COST RECORDS

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the

Companies Act, 2013.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and the Rules made there under, M/s. Sharma and Trivedi LLP (LLPIN:AAW-6850) had been re-appointed as the Secretarial Auditors of the Company for the financial year 2024-25.

Necessary explanation to the observations made in the Secretarial Audit Report is given below:

The Secretarial Auditors observation(s) & management's reply (ies) are as follows ;

Secretarial Auditors observation(s) Management's reply
There is One instance of delay in filing the e-form with MCA (Ministry of Corporate Affairs) taken note of the same , henceforth due care will be taken to avoid any delay
The requirement under Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is to fill in the resulting vacancy on account of the cessation of the second term of Mr. Narayan Kadu (DIN:02807124), before the expiration of the term of office Director of the Company on 31st March, 2024, not later than the date of such office vacated.Thesaidrequirementhasbeencomplied on the a candidate before cessation of existing The company was in search of Candidate who can fill up the requisite expertise on the Board, and is registered in Independent Directors database as as an mandated by MCA . We tried to appoint director. It is to be noted that the delay is of mere 2 days.
Mr. Sanjaya Kandpal (DIN:08055303), as an Independent Director with effect from 02nd April, 2024. Also, the requirement of the constitution of the Board of
Directors of the Company with 50% of Independent Directors is not met with till the said appointment of the Independent Director on the 02nd April, 2024.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-7 is available on the website of the Company at www.bedmutha.com.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that: (i) In the preparation of the Annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation related to material departure(s), if any;

(ii) The Directors have 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date; (iii) The Directors have taken proper and sufficient care 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; (iv) The Directors have prepared the annual accounts on a ‘going concern' basis; (v) The Directors of the Company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES:

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 6 to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of

Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2023-24, no complaints were received regarding sexual harassment. Further, the Company is conducting the awareness programs at regular interval of time.

OTHER MATERIAL INFORMATION:

During the year under review, there is no other material information to report.

GENERAL:

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to Dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme, including any.

Employee Stock Options Schemes.

(d) raising of funds through preferential allotment or qualified institutions placement; material order passed by the Regulators or Courts or Tribunals which impact the going concern status (e) significant and Company's operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016; (g) instance of one-time settlement with any bank or financial institution; (h) fraud reported by Statutory Auditors; and

(i) change of nature of business.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

CAUTIONARY STATEMENT:

Statement in the Directors' report and the Management Discussion and Analysis describing the company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Company's valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

Date: August 14, 2024 For and on behalf of Board of Directors
Place: Sinnar BEDMUTHA INDUSTRIES LIMITED
Kachardas Bedmutha
Chairman
DIN: 00715619