To,
The Members,
BEW Engineering Limited
Your Directors are pleased to present the 13th Annual Report of the business
and operations of your Company BEW Engineering Limited (hereinafter referred to as the
said "Company” or "BEW”) accompanied with Audited Financial Statements
for the Financial Year ended March 31, 2024.
Financial Highlights:
| Particulars |
Standalone |
|
Financial Year 2023-24 |
Financial Year 2022-23 |
| Revenue from operations |
12,076.16 |
10,560.81 |
| Other Income |
43.07 |
69.05 |
| Total Income |
12,119.23 |
10,629.86 |
| Total Expenses |
10,301.67 |
9,653.69 |
| Profit Before Tax |
1,817.55 |
976.16 |
| Tax Expenses |
|
|
| - Current Tax |
460.00 |
254.00 |
| - Deferred Tax |
1.50 |
(10.28) |
| Net Profit/(Loss) After Tax |
1,356.05 |
732.44 |
| Profit/(Loss) from Discontinued operations |
- |
- |
| Tax Expense of Discontinued operations |
- |
- |
| Profit/(Loss) from Discontinued operations (after tax) |
- |
- |
| Profit/(Loss) for the period |
1,356.05 |
732.44 |
| Earnings per equity share (for continuing operation): |
|
|
| Basic |
46.56 |
28.38 |
| Diluted |
47.74 |
28.38 |
Overview of Company's Business and Financial Performance:
During FY 2023-24, your Company achieved a total revenue of ' 12,076.16 lakhs as
compared to ' 10,560.81 lakhs in the previous year (FY 2022-23) marking a year-on-year
growth of 14.35%.
Also, profit of the Company for the FY 2023-24 increased to ' 1,356.05 lakhs as
compared to ' 732.44 lakhs in the previous year (FY 2022-23), reflecting a remarkable
year-on-year growth of 85.14%. This enhanced performance is attributed to a combination of
market growth, favorable external factors, and increased manufacturing output.
BEW is engaged in the business of design, manufacturing of vessels, supply,
commissioning, and service of process equipment, are committed to enhance customer
satisfaction, improve our market share in domestic as well as international market through
continual improvement. We are providing world class engineering solution through
continuous innovation of employee's development. We are also committed to the health
safety of our stakeholder and environment by complying with statutory requirements etc.
Listing and Dematerialisation of Equity Shares:
The Equity shares of the Company are listed on National Stock Exchange of India Limited
("NSE”). The Company has paid annual listing fee for FY 2023-24. The Below is
the dematerialisation status of the BEW as on March 31, 2024:
| Mode |
Shares |
% of capital |
| NSDL |
16,94,516 |
58.19 |
| CDSL |
8,86,151 |
30.43 |
| Physical |
3,31,500 |
11.38 |
|
29,12,167 |
100.00 % |
Dividend:
Your Directors has not recommended any dividend for the financial year under review.
Transfer to Reserves:
To preserve the profit for the future expansion, your Directors have not recommended
any dividend for the year under review. Change(S) in Nature of Business:
During the year under review, there was no change in nature of business of the Company.
Material Changes from end of Financial Year till Date of the Report:
During the year under review, there are 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 this report.
Revision of Financial Statement:
During the year under review, there were no revision of financial statement.
Share Capital:
A. Authorised Share Capital
During the year under review, the authorised share capital of the Company increased
from existing ' 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000
Equity shares of ' 10/- each to ' 15,00,00,000/- (Rupees Fifteen Crore Only) divided into
1,50,00,000 Equity Shares of ' 10/- each upon approval by shareholders at their 12th
AGM meeting held on September 20, 2023.
Furthermore, your Company's Authorised Share Capital as on March 31, 2024 was '
15,00,00,000/- (Rupees Fifteen Crore Only).
B. Issued, Subscribed and Paid-Up Share Capital
During the year under review, the Company raised funds totaling ' 27,18,30,000/-
(Rupees Twenty-Seven Crores Eighteen Lakhs Thirty Thousand Only) through a preferential
issue. This involved the issuance and allotment of 3,31,500 Equity shares at a face value
of ' 10 each, at an issue price of ' 820 per share to 44 (Forty-Four) Non-promoter
strategic investors. This fundraising was carried out following approval by the
shareholders and the completion of all necessary regulatory procedures, including
obtaining the required regulatory approvals.
In addition, the Company further proposed to raise funds, which was approved by Board
of Directors at their meeting held on January 25, 2024, and by shareholders at an
Extraordinary General Meeting held on February 19, 2024. This approval was for the
issuance and allotment of 3,56,164 equity shares at a face value of ' 10 each on a
preferential basis. The Company simultaneously applied for in-principle approval from the
National Stock Exchange of India Limited.
As of March 31, 2024, the Company's paid-up share capital was ' 2,91,21,670 (Rupees Two
Crore Ninety-One Lakh Twenty- One Thousand Six Hundred Seventy Only).
During the current financial year 2024-25, based on the compliance with exchange
requirements and as per SEBI (ICDR) Regulations, 2018 the issue price for the 3,56,164
shares was recalculated. These changes were approved by Board of Directors via Circular
Resolution and Company issued the corrigendum to the Notice of EOGM where it provided
48-hour window for shareholders to raise any concerns or objection. Further, Company
obtained in-principle approval from the National Stock Exchange of India Limited bearing
ref no. NSE/LIST/39737 dated April 29, 2024.
The Board of Directors approved the allotment of 3,56,164 Equity shares to 11 (Eleven)
Non-promoter strategic investor at a meeting held on May 7, 2024. The Company raised funds
amounting to ' 54,84,92,560/- (Rupees Fifty-Four Crores Eighty- Four Lakhs Ninety-Two
Thousand Five Hundred Sixty Only) at an issue price of ' 1,540 per share. Additionally,
the Company received listing and trading approval from the National Stock Exchange of
India Limited, referenced under NSE/LIST/42147, dated June 19, 2024.
C. Issue and Allotment Warrants
During the year under review, Board of Directors approved the allotment of up to
1,00,000 convertible share warrants at their meeting held on November 11, 2023. These
warrants are convertible at the option of the warrant holder into an equivalent number of
fully paid-up equity shares of face value ' 10 each, in one or more tranches, within 18
months from the allotment date. The issue price for each warrant is ' 1,500, and the
allotment is to be made to a strategic investor (non-promoter) on a preferential basis.
This approval follows the shareholders' consent obtained at the 12th Annual
General Meeting held on September 20, 2023, and is based on the in-principle approval
received from the National Stock Exchange of India Limited, referenced under
NSE/LIST/37221, dated November 03, 2023.
Additionally, in compliance with SEBI ICDR norms, the Company has received '
3,75,00,000, representing 25% of the total consideration of ' 15,00,00,000, from the
strategic investor M/s. Dhyanam Capital, a partnership firm.
D. Reduction of share capital
During the financial year under review, there were no instances of reduction of share
capital of your Company.
E. Buyback
During the financial year under review, Company had not bought back its shares,
pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.
F. Bonus Issue and Right Issue
During the financial year under review, there were no instances of issuance of bonus
shares or right issues to the existing shareholders.
G. Equity shares with differential voting rights
During the financial year under review, the Company did not issue any shares with
differential voting rights.
H. Sweat Equity Shares
During the financial year under review, the Company did not issue any sweat equity
shares.
I. Details of Employee Stock Option (ESOP)
During the financial year under review, the Company did not grant stock options to any
employees.
J. Issue of debentures, bonds or any non-convertible securities
During the financial year under review, the Company did not issue any debentures,
bonds, or non-convertible securities.
Statement of Deviation(s) or Variation(s) in Share Capital:
During the financial year under review, the Company submitted the statement of
deviation(s) or variation(s) in share capital for the quarter and half year ended
September, 2023 was submitted to the National Stock Exchange of India Limited, in
accordance with Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
Investor Education and Protection Fund (IEPF):
During the year under review, the Company did not transfer any amounts to the Investor
Education and Protection Fund (IEPF).
Directors and Key Managerial Personnel:
A. Directors
The Directors of your Company are highly experienced and possess expertise in their
respective fields. All the Directors have confirmed that they meet the fit and proper
criteria as prescribed under applicable regulations, and none of the Directors of your
Company are disqualified from serving under provisions under Section 164(2) of the
Companies Act, 2013.
In accordance with Section 152 of the Act, Mr. Prakash Bhalchandra Lade holding (DIN:
02122493) Director being longest in the office, will retire by rotation at the forthcoming
Annual General Meeting of the Company. Being eligible, he has offered himself for
re-appointment. The Board recommends his re-appointment in line with the provisions of the
Act.
During the year under review, there were changes in the composition of the Board of
Directors as follows:
| Name of Director |
Designation |
DIN No. |
Reason of change appointment/ reappointment /change in designation/
cessation/ removal/death |
Effective Date |
| 1. Mr. Ratnakar Venkappa Rai |
Independent Director |
00126309 |
Re-appointment |
Board Meeting 25/01/2024 & Approved by shareholders at General
Meeting 19/02/2024 |
| 2. Mrs. Sangita Bhamesh Kamble |
Independent Women Director |
10130251 |
Appointment |
Board Meeting 25/01/2024 & Approved by shareholders at General
Meeting 19/02/2024 |
| 3. Mr. Abhishek Agarwal |
Independent Director |
09624370 |
Appointment |
Board Meeting 25/01/2024 & Approved by shareholders at General
Meeting 19/02/2024 |
| 4. Mr. Ravikant Moreshwar Mhatre |
Independent Director |
06362676 |
Cessation on account of completion of first term of 3 consecutive years |
29/03/2024 |
| 5. Mr. Yogesh Banishilal Khakre |
Independent Director |
07504319 |
Cessation on account of completion of first term of 3 consecutive years |
29/03/2024 |
As of March 31, 2024, the composition of the Board complies with the provisions of
Section 149 of the Act, and Regulation 17 of the SEBI Listing Regulations. The following
directors were on the Board:
| Name of Director |
Designation |
| 1. Mr. Prakash Bhalchandra Lade |
Chairman & Director |
| 2. Mr. Rohan Prakash Lade |
Managing Director |
| 3. Mrs. Sheela Prakash Lade |
Non-Executive & Non-Independent Director |
| 4. Mr. Ratnakar Venkappa Rai |
Independent Director |
| 5. Mrs. Sangita Bhamesh Kamble |
Independent Director |
| 6. Mr. Abhishek Agarwal |
Independent Director |
However, during the current financial year 2024-25, Mrs. Sheela Prakash Lade (DIN:
09137915), Non-Executive & NonIndependent Director, tendered her resignation effective
May 8, 2024.
B. Key Managerial Personnel
During the year under review, there was change in a Key Managerial Personnel
("KMP”).
Mr. Prasad Ramesh Khopkar resigned from the position of Company Secretary and
Compliance Officer effective January 31, 2024. Subsequently, based on the recommendation
of the Nomination and Remuneration Committee and approval by the Board at its meeting on
February 17, 2024, Ms. Bhavna Dwarkadas Kukreja was appointed as the Company Secretary and
Compliance Officer.
As of March 31, 2024, the Key Managerial Personnel (KMP) of the Company, pursuant to
Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are as follows:
| Name of KMP |
Designation |
| 1. Mr. Rohan Prakash Lade |
Managing Director |
| 2. Mr. Yogesh Khandu Darekar (w.e.f. March 30, 2021) |
Chief Financial Officer |
| 3. Ms. Bhavna Dwarkadas Kukreja (w.e.f. February 17, 2024) |
Company Secretary and Compliance Officer |
Independent Directors:
The Board of the Company is of the opinion that the Independent Directors possess the
requisite qualifications, experience and industry knowledge. They uphold the highest
standards of integrity.
As of March 31, 2024, Mr. Ratnakar Venkappa Rai, Mrs. Sangita Bhamesh Kamble and Mr.
Abhishek Agarwal were the independent Directors on the Board.
Declaration by Independent Directors and Statement on Compliance of Code of Conduct:
All the Independent Directors of the Company have submitted the requisite declarations
affirming 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 Listing Regulations. The
Board of Directors has taken note of these declarations and confirmations, after
undertaking due assessment of their veracity.
In the opinion of the Board, all the Independent Directors fulfill the conditions
specified in Section 149(6) of the Act and the SEBI Listing Regulations, and are
independent of the Management. There has been no change in the circumstances affecting
their status as Independent Directors.
The Board believes that the Independent Directors possess the requisite integrity,
experience, expertise, and proficiency required under applicable laws. They have complied
with the Code for Independent Directors as prescribed in Schedule IV of the Act and have
confirmed that their registration with the databank of Independent Directors maintained by
the Indian Institute of Corporate Affairs is in compliance with the requirements of the
Companies (Appointment and Qualifications of Directors) Rules, 2014.
Board Meetings:
The Company has complied with the provisions of holding of Board meetings as per
Section 173 (1) of the Companies Act, 2013, read with Regulation 17(2) of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended from time
to time. These regulations stipulate that the Board shall meet at least four times a year,
with a maximum interval of 120 days between two meetings.
During the financial year ended March 31, 2024, ten (10) meetings of the Board of
Directors were held. The details of these Board meetings, including the dates and
attendance of each Director, are provided below:
| Name of Directors |
Mr. Prakash Bhalchandra Lade |
Mr. Rohan Prakash Lade |
Mr. Ratnakar Venkappa Rai |
Mr. Ravikant Moreshwar Mhatre |
Mr. Yogesh Banishilal Khakre |
Mrs. Sheela Prakash Lade |
| Designation |
Chairman & Director |
Managing Director |
Independent Director |
Independent Director |
Independent Director |
NonExecutive and NonIndependent Director |
| Date of Board Meeting |
|
|
|
|
|
|
| 1. April 26, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 2. May 03, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 3. June 19, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 4. July 24, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 5. August 17, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 6. November 07, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 7. November 11, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 8. December 14, 2023 |
Y |
Y |
Y |
Y |
Y |
Y |
| 9. January 25, 2024 |
Y |
Y |
Y |
Y |
Y |
Y |
| 10. February 17, 2024 |
Y |
Y |
Y |
Y |
N |
Y |
Legend: Y: Attended; N: Not Attended
Committees:
• Audit Committee
Your Company has formed an Audit Committee pursuant to Section 177 of the Companies
Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are
Independent Directors, possess strong knowledge of accounting and financial management.
05 (Five) meetings of committee were held during the year ended March 31, 2024, the
dates of which are April 25, 2023, May 03, 2023, August 17, 2023, November 07, 2023, and
January 25, 2024.
Details of the composition of the Committee and attendance during the year are as
under: -
| Sr. No. |
Name of Directors |
Mr. Ratnakar Venkappa Rai |
Mr. Ravikant Moreshwar Mhatre |
Mr. Yogesh Banishilal Khakre |
|
Designation |
Independent Director |
Independent Director |
Independent Director |
| 1. |
April 25, 2023 |
Y |
Y |
Y |
| 2. |
May 03, 2023 |
Y |
Y |
Y |
| 3. |
August 17, 2023 |
Y |
Y |
Y |
| 4. |
November 07 ,2023 |
Y |
Y |
Y |
| 5. |
January 25, 2024 |
Y |
Y |
Y |
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity, and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process
by the Management, the statutory auditor and notes the processes and safeguards employed
by each of them.
The policy is available on our website
https://www.bewltd.com/report/Audit%20Committee%20Charter.pdf
• Composition of Nomination & Remuneration Committee:
Pursuant to Section 177 read with Regulation 19 of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has
formed a Nomination & Remuneration Committee to lay down norms for identify persons
who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the Board their appointment and
removal and shall specify the manner for effective evaluation of performance of Board, its
committees and individual directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance.
Furthermore, Nomination remuneration committee look after remuneration payable to
directors, key managerial personnel and senior management.
The Nomination & Remuneration Committee shall formulate the criteria for
determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and other employee's determination of qualified Directors for
induction in the board remuneration of the executive as well as non-executive directors
and executives at all levels of the Company.
The Nomination & Remuneration Committee has been assigned to approve and settle the
remuneration package with optimum blending of monetary and non-monetary outlay.
04 (Four) meetings of committee were held during the year ended March 31, 2024, the
dates which are June 19, 2023, August 17, 2023, January 25, 2024, and February 17, 2024.
Details of the composition of the Committee and attendance during the year are as
under:
| Sr. No. |
Name of Directors |
Mr. Ratnakar Venkappa Rai |
Mr. Ravikant Moreshwar Mhatre |
Smt. Sheela Prakash Lade |
|
Designation |
Independent Director |
Independent Director |
Non-Executive & NonIndependent Director |
| 1. |
June 19, 2023 |
Y |
Y |
Y |
| 2. |
August 17, 2023 |
Y |
Y |
Y |
| 3. |
January 25, 2024 |
Y |
Y |
Y |
| 4. |
February 17, 2024 |
Y |
Y |
Y |
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors. This policy also lays down criteria for selection and
appointment of Board Members.
The Nomination & Remuneration committee has been assigned to approve and settle the
remuneration package with optimum blending of monetary and non-monetary outlay.
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013,
the Nomination and Remuneration Policy inter-alia providing the terms for appointment and
payment of remuneration to Directors and Key Managerial Personnel.
The policy is available on our website https://www.bewltd.com/our-policies.html.
During the year under review, the details of remuneration paid to Directors and Key
Managerial Personnel are as under:
| Sr. No. |
Name of Directors and KMP |
Designation |
Remuneration per annum (In ') |
| 1. |
Mr. Rohan Prakash Lade |
Managing Director |
' 1,08,00,000/- |
| 2. |
Mr. Prakash Bhalchandra Lade |
Chairman & Director |
' 60,00,000/- |
| 3. |
Mr. Yogesh Khandu Darekar |
Chief Financial Officer |
' 17,15,003/- |
| 4. |
Mr. Prasad Ramesh Khopkar (Resigned w.e.f. January 31, 2024) |
Company Secretary and Compliance Officer |
' 5,53,916/- |
| 5. |
Bhavna Dwarkadas Kukreja (Appointed w.e.f. February 17, 2024) |
Company Secretary and Compliance Officer |
' 1,20,614/- |
• Composition of Stakeholders Relationship Committee:
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Committee Reviews Shareholder's/ Investor's complaints. This Committee is also
empowered to consider and resolve the grievance of other stakeholders of the Company
including security holders.
01 (One) meeting of committee were held on March 09, 2024 during the year ended 31st
March, 2024.
Details of the composition of the Committee and attendance during the year are as
under:
| Name of Directors |
Mr. Ratnakar Venkappa Rai |
Mr. Ravikant Moreshwar Mhatre |
Mr. Rohan Prakash Lade |
| Designation |
Independent Director |
Independent Director |
Managing Director |
| March 09, 2024 |
Y |
Y |
Y |
The details of complaints received and resolved during the Financial Year ended March
31, 2024 are given in the Table below.
| Particulars |
Number of Compliant |
| Number of complaints carried forwards end of financial year March 31,
2023 |
00 |
| Complaints received during the year |
08 |
| Complaints disposed off during the Financial Year |
08 |
| Number of Complaints on year end March 31, 2024 |
00 |
• Separate Independent Directors: Board Evaluation & Discussions with
Independent Directors:
Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act,
2013 and Regulation 25 (3) & (4) of Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board's policy is to
regularly have separate meetings with Independent Directors, to update them on all
business-related issues, new initiatives and changes in the industry specific market
scenario. At such meetings, the Executive Directors and other Members of the Management
make presentations on relevant issues.
| Name of Directors |
Mr. Ratnakar Venkappa Rai |
Mr. Ravikant Moreshwar Mhatre |
Mr. Yogesh Banishilal Khakre |
Mr. Abhishek Agarwal |
Mrs. Sangita Bhamesh Kamble |
| Designation |
Independent Director |
Independent Director |
Independent Director |
Independent Director |
Independent Director |
| March 18, 2024 |
Y |
Y |
N |
Y |
Y |
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement / SEBI
(LODR) Regulations, 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 its committees. The Directors expressed satisfaction with the evaluation process.
• Internal Complaints Committees
Your Company has framed a Policy against sexual harassment and a formal process for
dealing with complaints relating to harassment or discrimination. The said Policy is in
line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules made thereunder. As per the provisions of Section 4 of
the said Act, the Board of Directors has constituted the Internal Complaints Committee
(“ICC”) to deal with the complaints received by your Company pertaining to
gender discrimination and sexual harassment at the workplace.
Pursuant to Section 21 of the said Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rule 14 of Sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal) Rules, 2013, below stated is the details
of complaint position of our Company for the year ended on December 31, 2023.
| Particulars |
Number(s) (In word & Figures) |
| Number of Complaints of Sexual harassment received in the year |
NIL |
| Number of Complaints disposed off during the year |
NIL |
| Number of Cases pending for more than ninety days |
NIL |
| Number of workshops or awareness programme against sexual harassment
carried out |
01 (One) |
| Nature of action taken by employer or District officer |
NIL |
| Number of Cases filed |
NIL |
• Code for Prohibition of Insider Trading
Your Company has adopted the Internal Code of conduct for Regulating, monitoring, and
reporting of trades by Designated persons under the Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations,2015 ("Code”) for prohibition of
insider trading in the securities of the BEW to curb the practice for dealing in the
securities while having Unpublished Price Sensitive Information ("UPSI”) by the
Insiders of the Company.
The Code, inter alia, prohibits dealing in securities by insiders while in possession
of unpublished price sensitive information. The said Code has been amended, from time to
time, to give effect to the various notifications/circulars of Securities and Exchange
Board of India ("SEBI”) with respect to the SEBI (Prohibition of Insider
Trading) Regulations, 2015.
Your Company has also formulated and adopted the Policy and Procedures for inquiry in
case of leak or suspected leak of Unpublished Price Sensitive Information [Under
Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider
Trading) Regulations, 2015].
The Code and Policy are available on the website of the Company
https://www.bewltd.com/report/BEW%20Insider%20 trading%20code.pdf and Policy and
Procedures for inquiry in case of leak UPSI
https://www.bewltd.com/report/Policv%20and%20Procedures%20for%20inquirv%20in%20case%20of%20leak%20UPSI.
pdf
Details of Establishment of Vigil Mechanism:
Section 177(9) of the Companies Act, 2013 mandates every listed company to constitute a
vigil mechanism. Similarly, Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, laid down to establish a mechanism called the
"Whistleblower Policy” for directors and employees to report concerns of
unethical behavior, actual or suspected, fraud or violation of the Company's Code of
Conduct.
Accordingly, this Whistleblower Policy ("the Policy”) has been formulated
with a view to provide a mechanism for Directors and Employees of the Company to approach
the Managing Director/ Chairman of the Audit Committee/ Compliance Officer of the Company.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The employees of the Company are made aware of the said policy at the time of
joining the Company.
Below is report under vigil mechanism during the financial year 2023-24.
| Particulars of Complaints |
No of Complaints |
| No of complaint carried forward as on March 31, 2023 |
0 |
| No of complaint receiving during FY 2023-24 |
0 |
| No of complaints at the end of financial year 2023-24 |
0 |
This policy is available on the Company Website at
https://www.bewltd.com/report/Vigil%20mechanism%20Whistle%20 Blower%20Policy.pdf
Board Evaluation:
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has
carried out the annual performance evaluation of the Directors individually as well as
evaluation of the working of the Board and of the Committees of the Board, by way of
individual and collective feedback from Directors. The Nomination Remuneration and
Evaluation Policy of the Company empowers the Nomination and Remuneration Committee to
formulate a process for effective evaluation of the performance of Individual Directors,
Committees of the Board, and the Board as a whole.
The Independent Directors at their separate meeting reviewed the performance of:
• Non-Independent Directors and the Board as a whole;
• Chairperson of the Company after taking into account the views of Executive
Directors and Non-Executive Directors;
• The quality, quantity, and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
The Directors were satisfied with the evaluation process undertaken during the year.
Further, in the opinion of the Board, all the Directors and in particular Independent
Directors possess utmost integrity, professional expertise and requisite experience
including proficiency.
Management Discussion and Analysis Report (MDAR):
The Management Discussion and Analysis as required in terms of the Listing Regulations
is annexed to the report as Annexure I and is incorporated herein by reference and forms
an integral part of this report.
Particulars of Contract or arrangement with Related Parties:
Pursuant to Regulation 23 of Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2018, Your Company has adopted related party
transaction polices and the said Policy is available in Policies Section on https://
www.bewltd.com/report/Related%20Party%20Transaction%20BEW.pdf
During the financial year under review, your Company has entered into related party
transactions on an arm's length basis and in the ordinary course of business and were in
compliance with Section 188 of the Act and the Rules made thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The details of the same are provided in Form AOC-2 annexed hereto as Annexure-II, which
forms part of this Report.
All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24
with related parties were on an arm's length basis and in the ordinary course of business
and approved by the Audit Committee. Certain transactions, which were repetitive in
nature, were approved through omnibus route.
As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT')
exceeds ' 1,000 crore or 10% of the annual consolidated turnover as per the last audited
financial statement whichever is lower, would be considered as material and would require
Members approval. However, there were no material transactions of the Company with any of
its related parties as per the Act.
Furthermore, the transaction pertaining to related party is mentioned under the
financial statements and the Non-Executive Directors do not have pecuniary relationship or
transactions with the Company other than sitting fees and reimbursement of expenses, as
applicable.
Remuneration of Directors and Employees of the Company:
A. The details of the ratio of the remuneration of each director to the median
remuneration of the employees and other details as required pursuant to Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are annexed hereto in Annexure-III and forms part of
this Report.
B. The details of the Top 10 employees of the Company in terms of remuneration drawn as
required under Section 134 of the Act and Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto in Annexure-IV and
forms part of this Report.
C. None of the employees of the Company has drawn remuneration of ' 1,02,00,000 or more
per annum or ' 8,50,000 or more per month or for any part of the year, except Mr. Rohan
Prakash Lade, Managing Director, whose remuneration during FY 2023-24 was ' 1,08,00,000/-.
Since there are no other employees falling under this category, the particulars required
to be disclosed under Section 134 of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required to be
furnished.
D. None of the employees of the Company, employed throughout the year under review or
part thereof, was in receipt of remuneration which was in excess of that drawn by the
Managing Director or Whole-time Director or Manager and holds by himself or along with his
spouse and dependent children, exceeding two percent of the equity shares of the Company.
Internal Financial Control:
Your Board of Directors confirm that your Company has standard, system and processes
which enables it to implement internal financial controls with respect to financial
statements and that such controls are adequate and are operating effectively.
The internal control system is reviewed by M/s. L.B. Kale & Co, Chartered
Accountants the Internal Auditor of the Company from time to time. Some are the below
objectives of control Internal financial controls systems, on behalf of Management.
a) To evaluate the Company's internal controls;
b) To ensure complete compliance with laws, rules and regulations;
c) To evaluate the risk management system;
d) To establish better procedures and policies;
e) To ensure adequate compliance of the law;
f) To protect the interest of the shareholders;
g) To ensure integrity and accountability; etc.
Controls are reviewed/revisited/updated/deleted each year for change in processes etc.
During the year under review, no material or serious observations were observed for
inefficiency or inadequacy of such controls.
Reporting of Frauds:
There have been no frauds reported under Sub-Section (12) of Section 143 of the Act,
during the financial year under review, to the Audit Committee or the Board of Directors.
Disclosures Relating to Subsidiaries, Associates and Joint Ventures:
Your Company do not have any subsidiaries, associates, and joint ventures.
Deposits:
Your Company has not accepted or renewed any deposits from the public or the members,
within the meaning of Section 73 of the Act read with Chapter V of the Act and the
Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2023-24, and as
such no amount of principal or interest on deposit from public or members, was outstanding
as of the Balance Sheet date.
Particulars of Loans, Guarantees and Investment:
The particulars of loans given, investments made, guarantees given and securities
provided along with the purpose for which the loan, guarantee or security is proposed to
be utilized, as per the provisions of Section 186 of the Act are provided in the
standalone financial statements.
Corporate Social Responsibility (CSR):
The Board has constituted a Corporate Social Responsibility("CSR”) Committee
in accordance with Section 135 of the Companies Act, 2013 ("the Act”). The Board
has also framed a CSR Policy as per the recommendations of the CSR Committee. The CSR
Policy is available on the Company's website at
https://www.bewltd.com/report/Corporate%20Social%20Responsibility%20 Policy-04-2024.pdf
01 (One) meeting of committee were held on March 27, 2024 during the year ended 31st
March, 2024.
Details of the composition of the Committee and attendance during the year are as
under:
| Name of Directors |
Mr. Ravikant Moreshwar Mhatre |
Mr. Ratnakar Venkappa Rai |
Mrs. Sheela Prakash Lade |
| Designation |
Independent Director |
Independent Director |
Non- Executive & NonIndependent Director |
| March 27, 2024 |
Y |
Y |
Y |
The composition of the Committee, contents of the CSR Policy, and the report on CSR
activities carried out during the financial year ended March 31, 2024, are provided in the
Annual Report on CSR, as prescribed under Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are set out as ‘Annexure V' forming a part of this
Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(a) Conservation of Energy:
Even though its operations are not energy-intensive, significant measures are taken to
reduce energy consumption by using energy-efficient equipment. The Company regularly
reviews power consumption patterns across all locations and implement requisite
improvements or changes in the process in order to optimize energy and power consumption,
thereby achieve cost savings. Energy costs comprise a very small part of the Company's
total cost of operations. However, as a part of the Company's conservation of energy
programme, the management has encouraged all the employees/workers to conserve energy.
(b) Absorption of Technology:
The efforts made towards technology absorption:
The Company values innovation and applies it to every facet of its business. This
drives development of distinctive new products, ever improving quality standards, and more
efficient processes.
The Company has augmented its revenues and per unit price realization by deploying
innovative marketing strategies and offering exciting new products. The depth of designing
capabilities was the core to our success over the years.
Benefits derived as a result of the above efforts:
• Better efficiency in operations,
• Greater precision,
• Retention of existing customers and expansion of customer base,
The Company has not imported any technology during the year under review;
The Company has not expended any expenditure towards Research and Development during
the year under review.
(c) Foreign Exchange Earnings and Outgo:
During the year under review, the following details pertain to earnings and outgoings
in foreign exchange:
| Foreign Exchange |
Financial year ended March 31, 2024 |
Financial year ended March 31, 2023 |
| Earnings |
8,57,32,900/- |
20,99,39,003/- |
| Outgoing |
4,02,28,362/- |
5,31,62,903/- |
Risk Management:
The Company does not fall under the ambit of top 1000 listed entities, determined on
the basis of market capitalization as at the end of the immediately preceding financial
year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable. However, the Company has laid down the
procedure to inform the Board about the risk assessment and minimization procedures. These
procedures are reviewed by the Board annually to ensure that there is timely
identification and assessment of risks, measures to mitigate them, and mechanisms for
their proper and timely monitoring and reporting.
Material Orders of Judicial Bodies/Regulators:
During the financial year under review, there are no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations.
Auditors:
The Members of the Company at the 11th Annual General Meeting (AGM') held on
September 20, 2022 approved the appointment M/s J.N. Gupta & Co. LLP, Chartered
Accountants (Firm Registration No.006569C), were appointed as Statutory Auditors of the
Company to hold office till the conclusion of the 16th Annual General Meeting.
The Independent Auditors' Report for fiscal 2024 provided by M/s J N Gupta & Co.
LLP, Chartered Accountants contain the following observation/remark:
| Observation of Auditor |
Management Response |
| The company has not implemented the audit trail facility in its
accounting software for maintaining its books of account during the current financial
year. |
The management is in the process of implementation of audit trail
facility in its accounting software to enhance the maintenance of its books of accounts. |
The Independent Auditors' Report is integrated in the 13th Annual Report.
Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, which mandate the appointment of
Company Secretary in practice to furnish a secretarial audit report, the Company has
appointed Messrs. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a
peer-reviewed firm, as the Secretarial Auditors.
The Board of Directors of BEW has engaged M/s. Deep Shukla & Associates to conduct
the secretarial audit for the financial year ended March 31, 2024. The Secretarial Audit
Report, as required under Section 204 of the Act, does contain following observation-
| Observation of Auditor |
Management Response |
| Based on our verification and audit report provided by Statutory Auditor,
the Company has not implemented the audit trail facilities in his accounting software for
maintaining it's books of accounts during the financial year under review |
The management is in the process of implementation of audit trail
facility in its accounting software to enhance the maintenance of its books of accounts. |
The Secretarial Auditors' Report for fiscal 2024 is enclosed as Annexure VI to the
Board's report, which forms part of this Integrated Annual Report.
Cost Records and Cost Audit:
Pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 and
based on recommendations of the audit committee, Board at their meeting held on May 13,
2024, approved the appointment of M/s. Gaurav Jain & Associates, Cost Accountant,
(Firm Registration No. 00141600) as the cost auditors of the Company for conducting cost
audit of accounting records maintained by the Company for financial years 2023-24 and
2024-25, at the remuneration of ' 6 lakhs per financial year.
The said remuneration of the cost auditor is subject to ratification at the ensuing
general meeting of the members of the Company.
Compliance qith Secretarial Standards:
Your Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government pursuant
to Section 118(10) of the Act for FY 2023-24.
Annual Return:
Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the
annual return can be accessed on our website at https://www.bewltd.com/annualreturn.html
Report on Corporate Governance:
Your Company is committed to achieving and adhering to the highest standards of
Corporate Governance. However, the provisions of the Corporate Governance are not
applicable to the Company pursuant to regulation 27 read with Regulation 15(2)(b) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
However, your Company undertake that, when the provision applicable, it will be duly
complied with within a period of 6 months.
Disclosures Pertaining to the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
Your Company has in place Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) policy in compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with
the provisions related to the constitution of Internal Complaints Committee as required
under the Act.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2023-24:
| Particulars |
Number(s) (In word & Figures) |
| Number of Complaints of Sexual harassment received in the year |
NIL |
| Number of Complaints disposed off during the year |
NIL |
| Number of Cases pending for more than ninety days |
NIL |
| Number of workshops or awareness programme against sexual harassment
carried out |
01 (One) |
| Nature of action taken by employer or District officer |
NIL |
| Number of Cases filed |
NIL |
Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) & Section 134(5) of the Companies Act, 2013, the
Board of Directors of the Company hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
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;
e) the directors have 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Other Disclosure:
• The Ministry of Corporate Affairs (MCA) through amendments to the Companies
(Appointment and Qualification of Directors) Rules, 2014, has mandated the registration of
KYC of all Directors. All directors of BEW have complied with these requirements for the
financial year 2023-24.
• There was no revision of the financial statements for the financial year under
review.
• No application has been made under the Insolvency and Bankruptcy Code.
Therefore, the requirement to disclose the details of any application made or proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
• The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
Acknowledgement:
The Directors would like to thank all shareholders, customers, bankers, suppliers, and
everyone whose support, cooperation and hard work have contributed to Company's
achievements. The Directors would also like to place on record their appreciation of the
dedicated efforts put in by the employees of the Company.
| For & on behalf of the Board of Directors of |
|
| BEW Engineering Limited |
|
| Rohan Prakash Lade |
Prakash Bhalchandra Lade |
| Managing Director |
Chairman & Director |
| DIN: 00460811 |
DIN: 02122493 |
| Place: Mumbai |
Place: Mumbai |
| Friday, August 23, 2024 |
|
|