Your Directors are pleased to present the 29th Annual Report on the affairs
of the Company together with the audited statement of accounts for the year ended on 31st
March, 2024.
FINANCIAL PERFORMANCE
(Amount in Rs. million)
Particulars |
Standalone |
Consolidated |
|
For the year ended 31 March 2024 |
For the year ended 31 March 2023 |
For the year ended 31 March 2024 |
For the year ended 31 March 2023 |
Revenue from Operations |
15,117.48 |
12,643.17 |
16,239.45 |
13,621.39 |
Other Income |
174.61 |
116.13 |
190.09 |
120.23 |
Total Income |
15,292.09 |
12,759.30 |
16,429.54 |
13741.62 |
Less: Expenses |
12941.41 |
11,119.11 |
13,815.06 |
11,869.35 |
Less: Finance Cost |
118.38 |
128.95 |
118.39 |
129.12 |
Less: Depreciation and Amortization |
579.51 |
491.23 |
613.96 |
532.77 |
Net profit/ (loss) |
- |
- |
0.69 |
(3.35) |
Profit before Taxation |
1,652.79 |
1,020.01 |
1,882.82 |
1,207.03 |
Less: Tax Expense (Deferred & Current) |
419.59 |
257.48 |
479.21 |
306.29 |
Profit for the year |
1233.20 |
762.53 |
1403.61 |
900.74 |
Add: Other Comprehensive Income / (loss) for the year |
(2.30) |
(0.58) |
(2.59) |
(0.55) |
Total Comprehensive Income for the year |
1230.90 |
761.95 |
1401.02 |
900.19 |
Earnings per Share |
|
|
|
|
Basic (Rs.) |
20.97 |
12.96 |
23.87 |
15.31 |
Diluted (Rs.) |
20.96 |
12.96 |
23.85 |
15.31 |
PERFORMANCE REVIEW
On standalone basis, the Company reported revenue from operations of Rs. 15,117.48
million for the financial year 2023-24, as compared to Rs. 12,643.17 million in the
previous financial year 2022-23, registering a growth of 19.57%. Profit before financial
expenses, depreciation, other income and taxation stood at Rs. 2,176.07 million, as
compared to Rs. 1,524.06 million in the previous year. Net profit for the year under
review amounted to Rs. 1233.20 million, as compared to Rs. 762.53 million in the previous
year, registering a substantive increase of 61.72% over the previous year.
On consolidated basis, the Company reported revenue from operations of Rs. 16,239.45
million for the financial year 2023-24 as compared to Rs. 13,621.39 million in the
previous financial year 2022-23, registering a growth of 19.22%. Profit before financial
expenses, depreciation, other income and taxation stood at Rs. 2,424.39 million, as
compared to Rs. 1,752.04 million in the previous year. Net profit for the year under
review amounted to Rs. 1403.61 million, as compared to Rs. 900.74 million in the previous
year, registering a substantive increase of 55.83% over the previous year.
CREDIT RATING
The Company was accorded credit rating by two rating agencies namely CRISIL and ICRA.
ICRA has given the rating AA-/ Positive (pronounced "Double A minus Positive")
for long-term borrowings and ICRA A1+ (pronounced "ICRA A one plus") for short-
term borrowings. CRISIL vide its rating letter dated 08th August, 2024 has
revised the Long-term rating of the Company from AA-/ Stable to AA-/ Positive (pronounced
"Double A minus Positive") for Long-term borrowings and reaffirmed the short
term rating as CRISIL A1+ (pronounced "CRISIL A one plus") for short-term
borrowings.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to reserves.
DIVIDEND
The Directors in their meeting held on 08.02.2024 have declared an interim dividend of
Rs. 1.25 per equity share of face value of Rs. 10/- each (i.e. 12.5%).
Further your Directors are pleased to recommend a final dividend of Rs. 2.00 per equity
share of face value of Rs. 10/- each (i.e. 20%) for the year ended March 31, 2024 in the
Board Meeting held on 30.05.2024. The dividend, subject to the approval of members at the
Annual General Meeting on Friday, September 27, 2024, will be paid within the time period
stipulated under the Companies Act, 2013 (subject to deduction of tax at source).
The Dividend recommended is in accordance with the Company's Dividend Distribution
Policy. The Dividend Distribution Policy of the Company is available on the Company's
website at https://www.bectorfoods.com/ panel/uploads/investor/09302021075016MBFSL-
DividendDistributionPolicy.pdf Link is not opening when we click please reinsert the link.
MATERIAL CHANGES
(a) Material changes between the date of the Board report and end of financial year
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
(b) Material events during the year under review
There were no material events occurred during the year under review.
(c) Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.
During the year under review, there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in the future.
SUBSIDIARY COMPANY/ASSOCIATE COMPANY
At the close of financial year 2023-24, the Company had three subsidiary companies,
viz.:
i. Bakebest Foods Private Limited
ii. Mrs Bector's English Oven Limited
iii. Mrs. Bectors Food International (FZE)
The company also has one associate company viz., Cremica Agro Foods Limited as on 31st
March 2024.
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Company has attached along with the financial statements, a
separate statement containing the salient features of the financial statements of its
subsidiary companies in the manner prescribed under the Companies Act, 2013 and rules made
thereunder in form AOC-1 (Annexure- C).
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the consolidated financial statements of the Company and its
subsidiaries have been prepared in the same form and manner as mandated by Schedule III of
the Companies Act, 2013 and shall be laid before the forthcoming Annual General Meeting
(AGM) of the Company.
The consolidated financial statements of the Company have also been prepared in
accordance with relevant accounting standards issued by the Ministry of Corporate Affairs
forming part of this Annual Report. In accordance with Section 136 of the Companies Act,
2013, the audited financial statements, including the consolidated financial statements
and related information of the Company and audited accounts of each of its subsidiaries
are available on the Company's website at www.bectorfoods.com.
STATUTORY AUDITOR & AUDIT REPORT
M/s B S R & Co. LLP, Chartered Accountants, (firm registration No.101248W/W-100022)
were appointed by the shareholders for their second term at the 24th Annual
General Meeting as Statutory Auditors of the Company to hold office for the period of five
years from financial year 2019-20 to 2023-24, i.e. from the conclusion of the 24th
Annual General Meeting till the conclusion of the 29th Annual General Meeting.
Since, the term of M/s B S R & Co. LLP, Chartered Accountants, will be expiring at
the conclusion of the 29th AGM, it's been proposed by the Board of Directors in
their meeting held on August 27, 2024, to appoint M/s. Walker Chandiok & Co. LLP,
Chartered Accountants (Firm's Registration No.: 001076N/N500013) as Statutory Auditors,
subject to approval of the Members of the company for a period of 5 years, i.e. to hold
office from the conclusion of the 29th AGM of the company till the conclusion
of the 34th AGM of the company.
The Auditors have given unmodified report as there are no qualifications, observations
or adverse remarks made by the Auditors in their Report for the year ended March 31, 2024.
CHANGE IN THE NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5)(ii) of
Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on
by the Company during the financial year 2023-24.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The following is the constitution of the Board of Directors and key managerial
personnel as on date:
Sr. No. |
Name of the Director/ KMP |
Designation |
1. |
Mr. Ashish Agarwal |
Chairman & Independent Director |
2. |
Mr. Anoop Bector |
Managing Director |
3. |
Mr. Manu Talwar |
Chief Executive Officer |
4. |
Mr. Ishaan Bector |
Whole-time Director |
5. |
Mr. Suvir Bector |
Whole-time Director |
6. |
Mr. Parveen Kumar Goel*** |
Whole-time Director |
7. |
Mr. Alok Kumar Misra* |
Independent Director |
8. |
Mr. Rajiv Dewan** |
Independent Director |
9. |
Ms. Pooja Luthra |
Independent Director |
10. |
Mr. Arnav Jain*** |
Chief Financial Officer |
11. |
Mr. Atul Sud |
Compliance Officer and Company Secretary |
*Mr. Alok Kumar Misra has resigned from the Company w.e.f. 27.08.2024.
** Mr. Rajiv Dewan has been re-appointed as an Independent Director of the Company for
the second period of five years w.e.f 10.07.2023 to 09.07.2028. His appointment was
approved by the members of the company at the Annual General Meeting held on 29.09.2023.
***Mr. Arnav Jain has been appointed as Chief Financial Officer w.e.f. 11.08.2023 in
place of Mr. Parveen Kumar Goel, Wholetime Director of the Company, who resigned from the
position of CFO w.e.f 11.08.2023
WOMAN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Pooja
Luthra has been appointed as Independent Woman Director on the Board of the Company.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and in terms of
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate meeting of the Independent Directors of the Company was convened on
February 8, 2024 to review the matters as laid down in the aforesaid schedule and
regulations.
DEPOSITS
(Amount in Rs.)
Particulars |
Amount |
Deposits accepted during the year (including renewed during the year) |
Nil |
Deposits remained unpaid or un claimed at the end of the year |
Nil |
Default in repayment of deposits or payment of interest thereon during
the year and if so number of such cases and the total amount involved at the beginning of
the year maximum during the year at the end of the year |
Nil |
(Amount in Rs.)
Particulars |
Amount |
Deposits which are not in compliance with requirement of chapter V of
the Companies Act, 2013 |
Nil |
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure - A.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 of the Companies
Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a
CSR Policy, which is available on Company's website at
https://www.bectorfoods.com/panel/uploads/ investor/09042023044712MBFSLCSRpolicy.pdf
During the year under review, in compliance with the provisions of Section 135 of the
Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules,
2014 and the various notifications/circulars issued by the Ministry of Corporate
Affairs, the Company was supposed to spend Rs. 17.49 Mn during the Financial Year 2023-24
out of which it has contributed an amount of Rs. 13.36
Mn directly or indirectly through implementing agencies engaged in activities specified
in Schedule VII of the Companies Act, 2013. The remaining amount left unspent has been
transferred to the CSR Unspent Account opened with Bank. The CSR Committee had approved
two longterm projects in relation to development of sports stadium at Patiala and building
School via Om Shri Sai Sewa Trust on which the total amount left unspent will be spent
over a period of 3 Financial Years.
In the first project of the Company, Mrs. Bectors Food Specialities Limited, has
recommended an amount of Rs. 4.00 Mn, for development of sports stadium at Patiala under
CSR Policy of the Company, for achieving the goal of building infrastructure for the
future generations. For the said project the Company has spent an amount of Rs.
1.04 Mn during the FY24 and the remaining amount of Rs. 2.96 Mn will be spent over a
period of 3 years.
In the second project of the Company Mrs. Bectors Food Specialities Limited, has
recommended an amount of Rs.
2.5 Mn for building School via Om Shri Sai Sewa Trust. Under this project the Company
will be Enhancing School Infrastructure with 4 Classrooms, Computers, and a Vocational
Hall with the ultimate aim of educating and guiding underprivileged students, especially
those from poor and undereducated backgrounds, to foster a love for learning over a period
of 3 years.
The above projects are aligned with the sustainable development goals (SDGs) and these
activities will be implemented directly by the Company.
The salient features of the CSR policy along with the Report on CSR projects/
activities are given in Annexure-B to this Directors' Report.
NUMBER OF MEETINGS OF THE BOARD
During the year 2023-24, the Board of Directors met 5 times on May 25, 2023, August 5,
2023, September 4, 2023, November 10, 2023 and February 8, 2024.
BOARD COMMITTEES
The Company has constituted the following committees in compliance with the Companies
Act, 2013 and the Listing Regulations.
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Corporate Social Responsibility Committee and
5. Risk Management Committee.
All these committees have been established as a part of the best corporate governance
practices. There have been no instances where the Board has not accepted any
recommendation of the aforesaid committees. The details in respect to the compositions,
powers, roles, and terms of reference etc., are provided in the Corporate Governance
Report forming part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31st
March, 2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(ii) 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 as at March 31, 2024 and of the profit
and loss of the Company for that period.
(iii) the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors furnished a declaration that they meet the criteria of
Independence as provided in sub section 6 of Section 149 of the Companies Act, 2013 at the
Board meeting held on 30th May, 2024.
Company's policy on Directors' Appointment and Remuneration, including Criteria for
Determining Qualifications, Positive Attributes, Independence of a Director and other
Matters provided under sub-section (3) of Section 178.
The Board on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, senior management and their
remuneration and to develop and recommend to the Board a set of Corporate Governance
Guidelines. The policy of the Company on Directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of Directors
and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation
19 of the Listing Regulations is available on the Company's website at www.bectorfoods.com.
Broad terms of reference of the committee inter- alia include:
a) To identify persons who are qualified to become Directors and who may be appointed
as KMPs and in senior management position in accordance with the criteria laid down,
recommend to the Board for their appointment and removal;
b) To carry out evaluation of every Director's performance;
c) To identify the criteria for determining qualifications, positive attributes and
independence of a director;
d) To finalise the remuneration for the Directors, key managerial personnel and senior
management personnel;
e) To assess the independence of Independent Directors; and
f) Such other key issues/matters as may be referred by the Board or as may be necessary
in view of the provision of the Companies Act, 2013 and Rules thereunder and the SEBI
(LODR), whenever applicable.
In this context, the committee will also review the framework and processes for
motivating and rewarding performance at all levels of the organisation, will review the
resulting compensation awards, and will make appropriate proposals for Board approval.
BOARD EVALUATION
The Nomination and Remuneration Committee of the Company had approved a Nomination and
Remuneration policy containing the criteria for performance evaluation, which was approved
and adopted by the Board of Directors. The key features of this policy have also been
included in the report. The policy provides for evaluation of the Board and the individual
Directors, including the Chairman of the Board and Independent Directors.
Subsequent to the year under review, the evaluation for the period 2023-24 was
completed as per the policy adopted in compliance with the applicable provisions of the
Act. The Board's assessment was discussed with the full Board evaluating, amongst other
things, the full and common understanding of the roles and responsibilities of the Board,
contribution towards development of the strategy and ensuring robust and effective risk
management, understanding of the operational programs being managed by the Company,
receipt of regular inputs, receipt of reports by the Board on financial matters, budgets
and operations services, timely receipt of information with supporting papers, regular
monitoring and evaluation of progress towards strategic goals and operational performance,
number of Board meetings, committee structures and functioning, etc.
The members concluded that the Board was operating in an effective and constructive
manner.
DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
Information as required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as
Annexure-F and forms part of this report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with
the rules made thereunder, the Annual Return of the Company has been disclosed on the
website of the Company and web link thereto is https://www.bectorfoods.com/panel/uploads/
investor/08242024061723AnnualReturn2023-24.pdf.
SECRETARIAL AUDIT REPORT
M/s. B.K. Gupta & Associates, Practicing Company Secretaries, Ludhiana, were
appointed to conduct Secretarial Audit of the Company for the financial year 2023- 24
pursuant to section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel), Rules 2014. A report submitted by
them is attached herewith as Annexure-E. There was no qualification, reservation or
adverse remark in the Report of the Secretarial Auditor.
CORPORATE GOVERNANCE
The Company is committed to follow the best Corporate Governance practices, including
the requirements under the SEBI Listing Regulations and the Board is responsible to ensure
the same from time to time. The Company has duly complied with the Corporate Governance
requirements. Further, a separate section on Corporate Governance in compliance with the
provisions of Regulation 34 of the Listing Regulations read with Schedule V of the said
regulations, along with a certificate from a Practicing Company Secretary confirming that
the Company is and has been compliant with the conditions stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 forms part of the Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year 2023-24
were on an arm's length basis and in the ordinary course of business and
were in compliance with the applicable provisions of the Companies Act, 2013 and the
Listing Regulations. None of the transactions with related parties fall under the scope of
Section 188(1) of the Act. There are no material related party transactions made by the
Company during the year under review. Given that the Company does not have anything to
report pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC- 2, therefore the same is not provided.
All such transactions are placed before the Audit Committee for review/approval. The
Audit Committee grants omnibus approval for the transactions that are in the ordinary
course of the business and repetitive in nature. All related party transactions are placed
before the Audit Committee on a quarterly basis. As good governance practice, the same are
also placed before the Board for seeking their approval. Disclosures, as required under
Indian Accounting Standards ("IND AS") - 24, have been made in the Note No. 47
to the Consolidated Financial Statements. Further, in terms of SEBI (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations, 2018, the transactions with person/
entity belonging to the promoter/promoter group holding 10% or more shareholding in the
Company have been disclosed in the accompanying financial statements.
The policy on related party transactions, as formulated by the Board is available on
the Company's website at https://www.bectorfoods.com/
panel/uploads/investor/09302021075757MBFSL- PolicvonMaterialitvofRPT.pdf
SHARE CAPITAL AND PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY
TRUSTEES OR EMPLOYEES FOR THE BENEFIT OF EMPLOYEES
The paid-up share capital of the Company is Rs. 58,81,74,740 divided into 5,88,17,474
equity shares of Rs. 10 each. During the year under review, the company has set-up 'Bector
Employee Welfare Trust' pursuant to the Employee Stock Option Scheme 2023 ("ESOS
2023") which was approved by the shareholders in the AGM held on September 29, 2023.
The said trust is empowered to purchase shares from the secondary market, in one or more
tranches at such point(s) and grant the shares as approved by the Committee to the
eligible employees of the Company on such terms and conditions which the committee deems
fit.
UTILISATION OF ISSUE PROCEEDS
The Company proposed to raise fund in one or more tranches, by issuance of equity
shares and/or other eligible securities upto an amount of Rs. 4000 Mn. Subject to
compliance with applicable laws and regulations. This Issue has been authorised and
approved by our Board of
Directors pursuant to its resolution passed on June 21, 2024. Subsequently, our
Shareholders' have authorised and approved the Issue through a special resolution passed
in the EGM held on July 26, 2024.
RISK MANAGEMENT POLICY
The Company has a Risk Management Policy with the objective to formalise the process of
identification of potential risk and adopt appropriate risk mitigation measures through a
risk management structure. The Risk Management Policy is a step taken by the Company
towards strengthening the existing controls. The business of the Company solely depends
upon agricultural produce, which is highly seasonal and this is a major element of risk
which may threaten the existence of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(3) read with Schedule V of the Listing Regulations, is presented
separately and forms part of this Annual Report.
AUDIT COMMITTEE AND VIGIL MECHANISM
As required under Section 177 of the Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, the Board of Directors have already
constituted an Audit Committee, which, as at the close of the financial year under review,
comprised of Mr. Rajiv Dewan, Independent Director as Chairman, Mr. Parveen Kumar Goel,
Wholetime Director, Mr. Ashish Agarwal, Independent Director and Mr. Alok Kumar Misra as
Members.
The committee held Four meetings during the year under review.
The Board of Directors established a vigil mechanism to redress genuine
concerns/grievances of employees and Directors of the Company. Mr. Seeraj Beri, Manager
Accounts, has been designated as Whistle and Ethics Officer to hear the grievances of
employees and Directors of the Company; however, offences of serious nature may be brought
to the attention of the Chairman of the Audit Committee of the Company. The Audit
Committee regularly reviews the working of the mechanism. No complaint was received during
the year under review.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability Report ("BRSR") for the year under
review, as stipulated under 34(2)(f) of the SEBI Listing Regulations to be submitted by
top-1,000 listed entities based on their market capitalization as on March 31, 2024, is
presented separately and forms part of this Annual Report.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
During the year under review, the Company enjoyed cordial relations with workers and
employees at all levels of the organisation. A detailed section on Human Resources/
Industrial Relations is provided in the Management Discussion and Analysis Report, which
forms part of this Annual Report.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company, under the provision of Section 43 read with Rule 4(4) of the Companies
(Share Capital and Debentures) Rules, 2014 has not issued any equity shares with
differential rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company, under the provision of Section 54 read with Rule 8(13) of the Companies
(Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
Pursuant to the resolution of our Board of Directors dated September 4, 2023 and of our
shareholders' resolution dated September 29, 2023, our Company has instituted the Employee
Stock Option Scheme 2023 ("ESOS 2023") which became effective from September 29,
2023 and continues to be in force. In accordance with ESOS 2023, Company can grant from
time to time, in one or more tranches, not exceeding 2,94,087 (Two Lakh Ninety Four
Thousand Eighty Seven) employee stock options ("Options") to or for the benefit
of such person(s) working exclusively with the Company, and its group including the
subsidiaries and holding companies, whether in or outside India, including any director,
whether whole-time or not (excluding the employees/directors who are promoters and persons
belonging to the promoter group, independent directors and directors holding directly or
indirectly more than 10% (ten percent) of the outstanding equity shares of the Company)
subject to their eligibility as may be determined under the Scheme, exercisable into not
more than 2,94,087 (Two Lakh Ninety Four Thousand Eighty Seven) equity shares of face
value of Rs. 10/- (Rupees Ten) each fully paid-up, to be sourced from secondary
acquisition, in one or more tranches at such point(s) in time as decided, through an
irrevocable employee welfare trust of the Company namely 'Bector Employee Welfare Trust'
set-up by the Company The detailed Report on the ESOS 2023 is given the Annexure-D.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT
The Company is complying with the provisions of Section 129 or 134 of Companies Act,
2013, so there was no voluntary revision done by the Company during financial year
2023-24.
Statement in respect of adequacy of Internal Financial Control with reference to the
Financial Statements
Pursuant to Section 134 (3)(q) read with Rule 8(5) (viii) of Companies (Accounts)
Rules, 2014, and ICAI guidance note on adequacy of internal financial controls with
reference to financial statements - it is stated that there is adequate internal control
system in the Company. The Company has an effective and reliable internal control system
commensurate with the size of its operations. The internal control system provides for
well- documented policies and procedures that are aligned with global standards and
processes.
RECEIPT OF ANY COMMISSION/REMUNERATION BY MD / WTD OF COMPANY FROM ITS HOLDING OR
SUBSIDIARY
The Company does not have any holding company. Further, no subsidiary company of the
Company has paid any commission/ remuneration to the MD/WTD of the Company for the
financial year 2023-24.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE
BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES
In line with the provisions of the Companies Act, 2013, the Board evaluation was
carried out through a structured evaluation process by all the Directors based on the
criteria such as composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was
carried out to evaluate the performance of individual Directors, including the Chairman of
the Board. They were evaluated on parameters such as their education, knowledge,
experience, expertise, skills, behaviour, leadership qualities, level of engagement,
independence of judgement, decision-making ability for safeguarding the interest of the
Company, stakeholders and its shareholders. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and Non- Independent Directors was carried out by the Independent Directors. The Board was
satisfied with the evaluation process and the results thereof.
REPORTING
There was no fraud reported to the Board during the year under review.
DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT
The Company is committed to maintaining a productive environment for all its employees
at various levels in the organisation, free of sexual harassment and discrimination on the
basis of gender. The Company has framed a policy on prevention of sexual harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. The Company has also set up "Internal
Complaint Committee" ('the Committee') to redress complaints received regarding
sexual harassment, which has formalised a free and fair enquiry process with clear
timelines. During the year under review, the Company had not received any complaint of
harassment.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS (LGSI) UNDER SECTION 186
The Company has not given any loans, or provided any guarantees, or security as
specified under Section 186 of the Companies Act, 2013.
The Company has made a total investment of Rs. 48,00,000 @ Rs. 10 per share in
Solarstream Renewable Services Private Limited during FY22 and FY23 and has been allotted
4,80,000 shares in the said Company. After investment, the Company is holding 4.90% equity
holding in the Company
INTERNAL AUDITOR
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Company has appointed Grant Thornton Bharat LLP,
Gurgaon, as Internal Auditors to conduct internal audit for the financial year 2023-24.
The Company has an Internal Audit Department to test the adequacy and effectiveness of
internal control systems laid down by the management and to suggest improvement in the
systems. Internal Audit Reports are discussed with the management and are reviewed by the
Audit Committee of the Board. Grant Thornton Bharat LLP, Gurgaon, conducted the internal
audit for the financial year 2023-24 and no reportable weakness in the system was
observed.
INTERNAL FINANCIAL CONTROLS AUDIT
During the financial year 2023-24 under review, the Company's internal controls were
tested by M/s Genikon Services Pvt. Ltd., and no reportable weakness in the system was
observed.
COST AUDITORS
In terms of the provisions of Section 148 and all other applicable provisions of the
Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, appointment
of Cost Auditor is not applicable to our Company.
SECRETARIAL STANDARDS
The Secretarial Standards SS-1 and SS-2 relating to 'Meetings of the Board of Directors
and General Meetings' issued and notified by the Institute of Company Secretaries of India
as amended/ replaced from time to time have been complied with by the Company during the
financial year under review.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKCRUPTCY CODE, 2016
N.A. during the year under review.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL
INSTITUTIONS
N.A. during the year under review.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their appreciation and sincere
gratitude to all associates for their valuable support, and look forward to their
continued co- operation in the years to come. Your Directors acknowledge the support and
co-operation received from the employees and all those who have helped in the day-to-day
management.
For and on behalf of the Board of Directors For Mrs. Bectors Food Specialities
Limited
|
Sd/- |
|
(Ashish Agarwal) |
Place: Phillaur |
Chairman |
Date: 27.08.2024 |
(DIN:00775296) |