To
The Members
Billwin Industries Limited
Your Directors have pleasure in presenting their 10th Annual
Report together with the Audited Financial Statements of the Company for the Year ended
March 31, 2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Key highlights of financial results for Billwin Industries Limited
for the financial year 2022-23 are tabulated below: (Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Total Revenue |
482.39 |
438.98 |
| Less: Total Expenses including depreciation and interest |
381.93 |
409.28 |
| Profit Before Tax |
100.45 |
29.71 |
| Less: Tax Expenses: |
|
|
| Current Year Tax |
25.38 |
7.53 |
| Earlier Years Tax |
0.97 |
0.38 |
| Deferred Tax |
(0.09) |
(0.05) |
| Net Profit After Tax |
74.21 |
21.85 |
BRIEF DESCRIPTION OF THE COMPANY?S STATE OF AFFAIRS:
During the financial year 2022-23 the total revenue has been increased
to 482.39/- Lakhs as compared to the previous year i.e 438.98/- Lakhs. The Company?s
net profit before tax is Rs. 100.45/- Lakhs as compared to Rs. 29.71 Lakhs in the previous
figures. The Company?s net profit after tax for the current financial year is 74.21/-
Lakhs as compared to 21.85 to the previous year.
COMPANY OVERVIEW
We are engaged in the business of manufacturing of protective gears;
these gears are basically rain wears, life jackets and inflatable boats which are used in
seas and other water bodies for the safety. The raw material used to manufacture these
protective gears is called Coated Fabric. We are also involved in trading of the
protectives gears that we manufacture. Our product range includes Rainwear Coat, Rain
Jacket, Pulsar Jacket, Winter Jacket, River Raft Boat, Inflatable Boats Dinghys, Sleeping
Bags, School Bags, Life jackets, Rucksack, facial?s mask etc. The company in spite of
many challenges and competitive market conditions was able to achieve satisfactory Sales
and Net Profit. The management is of the opinion that in the coming future as the overall
situation seems to be to be improving and Directors are optimistic about Company?s
business and hopeful of better performance with increased revenue in next year.
TRANSFER TO RESERVE
The Company didn?t transfer any amount to the General Reserve for
the financial year 2022-23.
DIVIDEND:
The Board does not recommend any dividend for the financial year
2022-23.
SHARE CAPITAL:
The Authorized Share Capital of your Company is Rs. 3,00,00,000/-
comprising of 30,00,000 Equity Shares of Rs. 10/- each as on March 31, 2023. The paid-up
equity capital as on March 31, 2023 was Rs. 2,13,07,240/- comprising of 21,30,724 Equity
Shares of Rs. 10/- each.
The Company has not issued shares with differential voting rights,
sweat equity shares nor has it granted any stock options.
CHANGES IN THE NATURE OF BUSINESS:
There has been no Change in the nature of the business of your Company
during the year under review.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 for the financial year 2022-23.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System, commensurate with
the size, scale and complexity of its operations. The scope of work includes review of
process for safeguarding the assets of the Company, review of operational efficiency
effectiveness of systems and processes, and assessing the internal control strengths in
all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act,
2013, the CSR provisions are not applicable to your Company.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a
copy of the annual return is placed on the website of the Company and can be accessed at
https://www.billwinindustries.com/annual-returns/.
DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF
ANY)
Your Company has no holding subsidiary Company, Joint Ventures or
Associate Companies during the year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors
would like to state that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures; ii) The Directors have
selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit of the Company for the year under review; iii) The Directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; iv) The Directors have
prepared the annual accounts on a going concern basis; v) The Directors had laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; vi) The Directors had devised proper
system to ensure compliance with the provisions of all applicable laws and that such
system were adequate and operating effectively;
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGOINGS:
The information under section 134(3) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st
March, 2023 is given below:
Conservation of Energy i) The steps taken or impact on
conservation of energy;
The Company is taking due care for using electricity in the office. The
Company usually takes care for optimum utilization of energy. No capital investment on
energy conservation equipment made during the financial year. ii) The steps taken
by the Company for utilizing alternate sources of energy: No alternate source utilized
during the year iii) The capital investment on energy conservation equipment?s: There
is no capital investment made by the Company on energy conservation equipment?s.
Technology Absorption i) the efforts made towards technology
absorption: No specific activities have been done by the Company. ii) the benefits derived
like product improvement, cost reduction, product development or import substitution: No
specific activity has been done by the Company iii) In case of imported technology
(imported during the last three years reckoned from the beginning of the financial year):
NA iv) The expenditure incurred in Research and Development: Nil
Foreign Exchange Earnings and out-go
There is a foreign exchange out-go amounting to Rs. 41.33 Lakhs for
purchase of Raw Material and there is no earning during the financial year ended
31.03.2023.
RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties during the financial year
2022-2023 were on an arm?s length basis and in the ordinary course of business and
the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further,
during the year under review, there are no materially significant related party
transactions which may have a potential conflict with the interest of the Company at
large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the
Company. The policy on Related Party Transactions, as approved by the Board, is uploaded
on the Company?s website and may be accessed at the link
https://www.billwinindustries.com/policies/ The details of the transactions with related
parties pursuant to Accounting Standard during financial year 2022-23 are provided in
notes to the accompanying financial statements.
MATERIAL CHANGES AND COMMITMENTS:
During the financial year under review no significant and material
changes have occurred however there is an increase in Authorised Share Capital of the
Company from Rs. 3,00,00,000 to Rs. 11,00,00,000 vide ordinary resolution passed on
05.04.2023, has been made between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
AUDITORS:
M/s. Gupta Agarwal & Associates, Chartered Accountants, (FRN:
329001E) who retire at the ensuing Annual General Meeting of the Company and are eligible
for re-appointment for the second term for a period of 5 years. The members are requested
to appoint the auditors and to fix their remuneration at the ensuing Annual general
Meeting.
AUDITOR?S REPORT:
The observation made in the Auditors' Report read together with
relevant notes thereon are self-explanatory and hence, do not call for any further
comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the
Company has appointed M/s S.D. SATAM & CO., Chartered Accountants as Internal Auditor
of the Company for the financial year 2022-23.
SECRETARIAL AUDIT:
The Board had appointed M/s. S. A & Associates (C.P No. 3173),
Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of
Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure
A".
COST AUDITOR
The Board of Directors of the Company here confirmed that according to
the Companies working and business, the Company does not require to appoint the Cost
Auditor as per the Section 148 of the Companies Act, 2013.
COST RECORDS
Your Company is not required to maintain Cost Records as specified by
the Central Government u/s 148 (1) of the Companies Act, 2013.
FRAUDS REPORTED BY THE AUDITORS
The Company?s Statutory Auditors, Internal Auditors and
Secretarial Auditors have not reported any instance of fraud during the period under
review.
DIRECTORS? REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER
SECTION 178 Remuneration Policy:
A Nomination and Remuneration Policy has been formulated pursuant to
the provisions of Section 178 and other applicable provisions of the Companies Act, 2013
and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 stating therein the Company?s policy on
Directors?/Key Managerial Personnel/other employee?s appointment and
remuneration by the Nomination and Remuneration Committee and approved by the Board of
Directors. As part of the policy, the Company strives to ensure that the level and
composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors / KMPs of the quality required to run the company successfully. The policy is
available on the website of the company https://www.billwinindustries.com/policies/. a)
CEO/Managing Director & CFO - Criteria for selection/appointment:
For the purpose of selection of the CEO/MD & CFO, the Remuneration
Committee shall identify persons of integrity who possess relevant expertise, experience
and leadership qualities required for the position and shall take into consideration
recommendation, if any, received from any member of the Board. The Committee will also
ensure that the incumbent fulfils such other criteria with regard to age and other
qualifications as laid down under the Companies Act, 2013 or other applicable laws.
b) Remuneration for the CEO/Managing Director & CFO:
At the time of appointment or re-appointment, the CEO/Managing Director
& CFO shall be paid such remuneration as may be mutually agreed between the Company
(which includes the A&R Committee and the Board of Directors) and the CEO/Managing
Director & CFO within the overall limits prescribed under the Companies Act, 2013. The
remuneration of the CEO/Managing Director & CFO comprises only of fixed component. The
fixed component comprises salary, allowances, perquisites, amenities and retrial benefits.
c) Remuneration Policy for the Senior Management Employees:
In determining the remuneration of the Senior Management Employees (i.e. KMPs and
Executive Committee Members) the Remuneration Committee shall ensure the relationship of
remuneration and performance benchmark is clear. The Managing Director will carry out the
individual performance review based on the standard appraisal matrix and shall take into
account the appraisal score card and other factors mentioned herein-above, whilst
recommending the annual increment and performance incentive to the Remuneration Committee
for its review and approval.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. In compliance with Section 177 of the
Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil
Mechanism/Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees
in order to promote ethical behaviour in all its business activities and in line with the
best governance practices. This vigil mechanism provides for adequate safeguards against
victimization of employees and directors who avail of the vigil mechanism and also provide
for direct access to the chairperson of the Audit committee, in exceptional cases. The
Company Secretary is the designated officer for effective implementation of the policy and
dealing with the complaints registered under the policy. The policy is available on the
website of the company https://www.billwinindustries.com/policies/.
PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:
Your Company is committed to provide and promote a safe, healthy and
congenial atmosphere irrespective of gender, caste, creed or social class of the
employees. The Company has in place an Anti-Sexual Harassment Policy as per the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. During the year under review, no complaints of sexual
harassment have been received by the company.
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS
Your company has in place the code of conduct to regulate, monitor and
report trading by Directors and Designated Employees in order to protect the
investor?s interest as per Securities and Exchange of Board of India (Prohibition of
Insider Trading) regulations, 2015. As per the code periodical disclosures and
pre-clearances for trading in securities by the Directors, Designated Employees and
Connected Persons is regulated and monitored.
RISK MANAGEMENT POLICY:
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitoring of both business and non-business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework. Although, market conditions are likely to remain competitive, future
success will depend upon offering improved products through technology innovation and
productivity. The Company continues to invest in these areas. The Company has the risk
management and internal control framework in place commensurate with the size of the
Company. However, Company is trying to strengthen the same.
HUMAN RESOURCES:
Your company believe that the employees are key contributors to the
success of the business. Your company focus on attracting and retaining the best possible
talent. This attribute helps employees garner a sense of brotherhood with the management
which ultimately produces exemplary results for the entire organization. Company?s
manpower is a prudent mix of the experienced and youth which gives the dual advantage of
stability and growth. Entire work processes and skilled, semi-skilled and unskilled
resources together with management team have enabled to implement your company?s
growth plans. Your Company believes that the human resources are a very important part of
its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement
and other facilities, uniforms, safety equipment is provided to all staff as applicable.
Housing facility is available for outstation employees.
PARTICULARS OF EMPLOYEES:
As required under the Section 197 of Companies Act, 2013 and read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, there are no employee falling under the above category, thus no information
is required to be given in the report.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2022-23.
The information required pursuant to section 197(12) read with Rule
5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of
remuneration of each director to the median remuneration of the employee of the Company
for the financial year 2022-23 forms part of this report as
"Annexure-B".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status of the Company's and its future
operation.
BOARD OF DIRECTORS:
The Company is managed by well-qualified professionals. All directors
are suitably qualified, experienced and competent. The members of the Board of Directors
are persons with considerable experience and expertise in Audit, Accounts, Finance,
Administration and Marketing. The Company is benefitted by the experience and skills of
the Board of Directors. The Independent Directors have made disclosures to the Board
confirming that there are no material, financial and/or commercial transactions between
them and the company which could have potential conflict of interest with the company at
large.
APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Director
During the period under review Mr. Rasik Thakar (DIN: 10059134) was
appointed as an Additional Independent Director of the Company w.e.f 03.03.2023 on the
Board of the Company and his appointment was regularised on 05.04.2023.
Retirement by Rotation:
Mr. Pritish Subrata Dey (DIN: 08235311) Director, who retires by
rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for
re-appointment.
Resignation of Director:
During the period under review there were no such Director being
resigned from the Company. Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
Appointment & Resignation of Key Managerial Personnel
During the period under review Ms. Suman Gupta was appointed as Company
Secretary cum compliance officer of the Company w.e.f 17.06.2022 and resigned on
31.01.2023. Further Ms. Sapna Bader was appointed as Company Secretary cum compliance
officer of the Company w.e.f 31.01.2023.
DECLARATION BY INDEPENDENT DIRECTORS
All independent directors have given declarations confirming that they
meet the criteria of independence as prescribed both under Section 149 of the Companies
Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges.
SEPARATE MEETING OF INDEPENDENT DIRECTOR
In terms of requirement of Schedule IV of the Companies Act, 2013,
Independent Director had a separate meeting on March 17, 2023 without the attendance of
Non-Independent Director and Members of management. All the Independent Directors were
present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to
the Act were carried out at the said meeting
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The familiarization programme aims to provide Independent Directors
with the industry scenario, the socio-economic environment in which the Company operates,
the business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization programme also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes.
Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide on
Company/business policies and strategies apart from other Board business. During the year,
7 (Seven) Board Meetings were held. The maximum time gap between any two consecutive
meetings did not exceed 120 days. Detailed of Board meeting are 30.05.2022, 17.06.2022,
12.07.2022, 24.08.2022, 14.11.2022, 24.12.2022, 31.01.2023 and 03.03.2023.
ANNUAL EVALUATION OF THE BOARD
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
Companies Act, 2013. The performance of the Board was evaluated by the board after seeking
inputs from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board process, information and functioning etc. The Board
was of the view that the performance of the Board as a whole was adequate and fulfilled
the parameters stipulated in the evaluation framework in its pro-growth activity. The
Board also ensured that the Committee functioned adequately and independently in terms of
the requirements of the Companies Act, 2013. Further, the individual directors fulfilled
their applicable responsibilities and duties laid down by the Companies Act, 2013 and at
the same time contributed with their valuable knowledge, experience and expertise to grab
the opportunity and counter the adverse challenges faced by the Company during the year.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS
A) AUDIT COMMITTEE:
Terms of Reference:
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The composition of the Audit
Committee is in conformity with the provisions of the said section. These broadly includes
(i) Develop an annual plan for Committee (ii) review of financial reporting processes,
(iii) review of risk management, internal control and governance processes, (iv)
discussions on half yearly and annual financial statements, (v) interaction with
statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms
of appointment of auditors and (vii) risk management framework concerning the critical
operations of the Company. In addition to the above, the Audit Committee also reviews the
following: a) Matter included in the Director?s Responsibility Statement. b) Changes,
if any, in the accounting policies. c) Major accounting estimates and significant
adjustments in financial statement. d) Compliance with listing and other legal
requirements concerning financial statements. e) Disclosures in financial statement
including related party transactions, f) Qualification in draft audit report. g) Scrutiny
of inter-corporate loans & investments. h) Management?s Discussions and Analysis
of Company?s operations. i) Valuation of undertakings or assets of the company,
wherever it is necessary. j) Letters of Statutory Auditors to management on internal
control weakness, if any. k) Major non routine transactions recorded in the financial
statements involving exercise of judgement by the management. l) Recommend to the Board
the appointment, re-appointment and, if required the replacement or removal of the
statutory auditors considering their independence and effectiveness, and recommend the
audit fees. m) Subject to review by the Board of Directors, review on quarterly basis,
Related Party Transactions entered into by the Company pursuant to each omnibus approval
given.
Committee Constitution is as follows:
The Audit Committee consists following member. All members of the Audit
Committee are financially literate and they have accounting or related financial
management expertise.
| Name |
Designation |
No of Meeting held |
No of Meeting attended |
| 1 Ms. Anjali Shivaji Patil |
Chairman |
4 |
4 |
| 2 Mr. Pritish Subrata Dey |
Member |
4 |
4 |
| 3 Mr. Subrata Dey |
Member |
4 |
4 |
| 4 Mr. Rasik Thakkar* |
Member |
0 |
0 |
*Note: Mr. Rasik Thakkar was appointed to the Board on 03.03.2023
During the year under review 4 (Four) meetings were held on the
following dates: 30.05.2022, 24.08.2022, 14.11.2022 and 14.02.2023.
B) NOMINATION COMMITTEE & REMUNERATION:
The Nomination and Remuneration Committee of Directors was constituted
pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of
the Committee is in conformity with the provisions of the said Section.
Terms of Reference:
The Committee is empowered:- a. Formulation of the criteria for
determining the qualifications, positive attributes and independence of Director; b.
Identification and assessing potential individuals with respect to their expertise,
skills, attributes, personal and professional standing for appointment and re-appointment
as Directors / Independent Directors on the Board and as Key Managerial Personnel?s;
c. Support Board in evaluation of performance of all the Directors & in annual
self-assessment of the Board?s overall performance; d. Conduct Annual performance
review of MD and CEO and Senior Management Employees; e. Administration of Employee Stock
Option Scheme (ESOS); f. Formulate a policy relating to remuneration for the Directors,
Committee and also the
Senior Management Employees.
Composition of the Remuneration & Nomination Committee is as
follows:
| Name |
Designation |
No of Meeting held |
No of Meeting attended |
| 1 Ms. Anjali Shivaji Patil |
Chairman |
2 |
2 |
| 2 Mr. Pritish Subrata Dey |
Member |
2 |
2 |
| 3 Mr. Subrata Dey |
Member |
2 |
2 |
| 4. Mr. Rasik Thakkar |
Member |
Nil |
Nil |
*Note: Mr. Rasik Thakkar was appointed to the Board on 03.03.2023
During the year under review 2 (Two) meetings were held on the
following dates: 24.08.2022, and 03.03.2023.
C) STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee consists of the following
Directors as given below. The Committee is in charge of looking after grievances of
Investors and Shareholders. The detail of the Committee is as follows: i) Terms of
Reference: The terms of reference of the Committee includes the following: a) To review
all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company
Secretary. b) To receive report on all complaints recorded in SCORES of the Registrar and
Share Transfer Agent and note the corrective actions taken by the Registrars. c) To take
action of all grievances and complaints lodged by the stock exchange, shareholders
associations and other bodies. d) To review grievances of other stakeholders of the
Company given in their individual capacity. e) Overview activities relating to share
maintenance and related work. The composition of Share Transfer/Investor Grievance
Committee is as follows:
| Name |
Designation |
No of Meeting held |
No of Meeting attended |
| 1 Mr. Pritish Subrata Dey |
Chairman |
4 |
4 |
| 2 Ms. Anjali Shivaji Patil |
Member |
4 |
4 |
| 3 Mr. Subrata Dey |
Member |
4 |
4 |
| 4 Mr. Rashik Thakkar |
Chairman |
Nil |
Nil |
During the year under review 4 (Four) meetings were held on the
following dates: 30.05.2022, 24.08.2022, 14.11.2022 and 14.02.2023.
Details of Investor?s grievances/ Complaints
The Company has not received any complaints during the year. The
pending complaints of the Shareholders/Investors registered with SEBI at the end of the
current financial year ended on 31st March, 2023 are NIL.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees or Investments under Section 186 of the
Companies Act, 2013 wherever applicable, are given in the notes to the Financial
Statements.
LISTING OF THE COMPANY UNDER SME PLATFORM OF BSE LIMITED:
The Company is now listed on the SME Platform of the BSE with effect
from June 30, 2020. At present, the equity shares of the Company are listed on the
following Stock Exchanges: BSE Limited Stock Code: 543209 P.J.Towers, Dalal Street Mumbai
- 400 001
DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Company has connectivity with NSDL & CDSL for dematerialization
of its equity shares. The ISIN No. INE0CRS01012 has been allotted for the Company. 100% of
the Company's Paid-up Share Capital is in dematerialized form as on 31st March,
2023.
Share Transfer System
All share transfer, dematerialization and related work is managed by
Registrar and Share Transfer Agent (RTA). M/s. Bigshare Services Pvt. Ltd., is your
Company's RTA. All share transfer requests, demat/remat requests, correspondence relating
to shares i.e. change of address, Power of Attorney, etc. should be addressed to the
registrar and transfer agents.
CORPORATE INDENTIFICATION NUMBER
The Company?s CIN as allotted by the Ministry of Corporate Affairs
("MCA") is L18104MH2014PLC252842
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and Designated
Employees of the Company. The Code requires pre-clearance for dealing in the
Company?s shares and prohibits the purchase or sale of Company shares by the
Directors and the Designated Employees while in possession of Unpublished Price Sensitive
Information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code. All Board of Directors
and the Designated Employees have confirmed compliance with the Code.
MANAGEMENT?S DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Management?s discussion and analysis is presented in a separate section
forming part of the Annual Report.
CORPORATE GOVERNANCE:
The Company being listed on the Small and Medium Enterprise Platform
(BSE SME PLATFORM) is exempted from provisions of corporate governance as per Regulation
15 of Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulation, 2015. Hence no corporate governance report is disclosed in this
Annual Report. It is Pertinent to mention that the Company follows Majority of the
provisions of the corporate governance voluntarily.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds 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).
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report as per Regulation 34(2)(f) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the
initiatives taken by them from an environmental, social and governance perspective is not
applicable to the Company, for the Financial Year 2022-23 as per the SEBI Notification
dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
The Company has a code of conduct for all its Board members and senior management
personnel which is available on
https://www.billwinindustries.com/wp-content/uploads/2020/04/01.-Code-of-Conduct-for-Directors-Senior-Management.pdf.
All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing
Regulations) have affirmed compliance with the applicable Code of Conduct.
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
No application has been made or any proceeding is pending under the
IBC-2016.
DIFFERENCE IN VALUATION:
The Company has never made any one-time settlement against the loans
obtain from banks and financial institution and hence this clause is not applicable.
CAUTIONARY NOTE:
The statements forming part of the Director's Report may contain
certain forward-looking remarks within the meaning of applicable securities laws and
regulations. Many factors could cause the actual performances or achievements of the
company to be materially different from any future results, performances or achievements
that may be expressed or implied by such forward looking statements.
ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the committed services
by the Company's executives, staff and workers.
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