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BNR Udyog Ltd.

BSE: 530809 Sector: IT
NSE: N.A. ISIN Code: INE355C01016
BSE 00:00 | 24 Apr 2020 BNR Udyog Ltd
NSE 05:30 | 01 Jan 1970 BNR Udyog Ltd

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OPEN 17.50
PREVIOUS CLOSE 16.75
VOLUME 1
52-Week high 22.35
52-Week low 13.30
P/E
Mkt Cap.(Rs cr) 5
Buy Price 16.75
Buy Qty 5.00
Sell Price 15.95
Sell Qty 438.00
OPEN 17.50
CLOSE 16.75
VOLUME 1
52-Week high 22.35
52-Week low 13.30
P/E
Mkt Cap.(Rs cr) 5
Buy Price 16.75
Buy Qty 5.00
Sell Price 15.95
Sell Qty 438.00

BNR Udyog Ltd. (BNRUDYOG) - Director Report


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Company director report

Dear Members

The Directors have pleasure in presenting before you the 25th Directors' Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

The performance during the period ended 31st March 2019 has been as under:

(Rs. In Lakhs)
Particulars 2018-2019 2017-2018
Total Income 98.75 197.82
Total Expenditure 140.30 187.89
Profit before Tax -41.37 9.93
Provision for Taxation -0.41 2.06
Profit After Tax -40.96 7.87
Transfer to General Reserve - -
Profit available for appropriation -40.96 7.87
Provision for Proposed Equity Dividend - -
Balance Carried to Balance Sheet -40.96 7.87

During the year under review the Company has recorded an total income of Rs.98.75Lakhs and Net loss of Rs. 40.96 Lakhs as against the total income of Rs. 197.82 Lakhsand Net Profit of Rs. 7.87 Lakhs in the previous financial year ending 31.03.2018 TheBoard is of view that Company has not performed well for the financial year ended31.03.2019 but hope to perform well in near future as the Company is trying very hard toget more orders on IT and IT Enabled Services and e-Governance Projects.

2. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting financial position of theCompany between 31st March 2019 and the date of Board's Report. (i.e.14.08.2019).

3.CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

4.DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review. Further there are no deposits which are notin compliance with the requirements of Chapter V of the Companies Act 2013.

5. TRANSFER TO RESERVES:

During the year under review the Company has not transferred amount to GeneralReserves.

6. DIVIDEND:

In view of the losses your Directors have not recommended any dividend for thefinancial year 2018-2019.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

8. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.

9. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014.

10. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

11. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014.

12. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the Company'soperations in future.

13. AUTHORISED AND PAID UP SHARE CAPITAL OF THE COMPANY:

During the year under review the Company's authorized capital stands at Rs.50000000 /- divided into 5000000 equity shares of Rs.10/- each and the paid upcapital stands at Rs. 30000000/- divided into 3000000 equity shares of Rs. 10/- each.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

In accordance with the provisions of the Companies Act2013 Mr. Sandeep RathiExecutive Director of the Company retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. Re-appointment of Mr.Sandeep Rathi as Executive Director/ for a period of 3 years w.e.f 14.08.2019.

Particulars Sandeep Rathi
Brief resume of the director Master in Business Systems from university of Alabama Tuscaloosa Alabama and Monash University Melbourne Victoria Australia.
Nature of expertise in specific functional areas I.T & ITES e- Governance Projects functions and Overseas Operations.
Disclosure between directors inter-se Son of Mr. Kamal Narayan Rathi Managing Director of the Company
Names of Listed Companies where the director holds directorship and the membership of committees of the board None
Shareholding of Executive Director 135774 Equity Shares

16.DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declaration from each independent director under Section 149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid downin Section 149 (6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

17.VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LODR) Regulations 2015. The same hasbeen placed on the website of the Company.

18.DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/BRANCHES/JOINT VENTURES:

The Company does not have any subsidiary Company.

20. STATUTORY AUDITORS:

At the Annual General Meeting held on 11.09.2017 (23rd AGM) the Company has appointedM/s. Laxminiwas & Co. as Statutory Auditors of the Company to hold office until theconclusion of 28th Annual General Meeting of the Company.

21. INTERNAL AUDITORS:

The Board at its meeting held on 29.05.2019 has reappointed M/s.P P K G & CoChartered Accountants Hyderabad as the Internal Auditors of the Company for the financialyear 2019-2020.

22. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing Company Secretaries is annexed to this Report as annexure. The Board at itsmeeting held on 29.05.2019 has reappointed M/s. S. S. Reddy & Associates PracticingCompany Secretaries as the Secretarial Auditor for conducting Secretarial Audit of theCompany for FY 2019-2020.

23. QUALIFICATIONS IN AUDIT REPORTS

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the compliances accordingto the provisions of Section 204 of the Companies Act 2013 has noted that the same doesnot have any reservation qualification or adverse remarks.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Section 134 of the Companies Act 2013 is providedhereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.

B. Technology Absorption: l the efforts made towards technology absorption – NILl the benefits derived like product improvement cost reduction product developmentor import substitution - NIL l in case of imported technology (imported during thelast three years reckoned from the beginning of the financial year) (a) the details oftechnology imported; - NIL

(b) the year of import - NIL

(c) whether the technology been fully absorbed - NIL

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof - NIL l the expenditure incurred on Research and Development –NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs.182599/- ($2670) Foreign Exchange Outgo: Rs. NIL

25. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearSection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

27. INSURANCE:

The properties and assets of your Company are adequately insured.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of loans guarantees and investments under Section 186 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014 from part of the notesto the financial statement provided in this Annual Report.

29. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.

30. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.bnrul.com.

Your Directors draw attention of the members to Note 2.1 to the financial statementwhich sets out related party disclosures.

31. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 the ratio of remuneration tomedian employees is 1:5.06 times in case of Mr. Kamal Narayan Rathi Managing Director ofthe Company and 1:3.77 times in case of Mr. Sandeep Rathi Executive Director of theCompany.

33. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES 2014 :

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report.

Further none of the employees is drawing a remuneration of Rs. 10200000/- and aboveper annum or Rs.850000/-and above in aggregate per month the limits prescribed underSection 197 of the Companies Act 2013.

34. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the judgment of the board may affect theindependence of the Directors.

35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC Housing Company etc. and hence industry based disclosuresis not required.

36. SECRETARIAL STANDARDS:

The Company is in compliance with Secretarial Standards issued by the Institute ofCompany Secretaries of India on meetings of the Board of Directors and General meetings.

37. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the period under review there are no companies which have become or ceased tobe its Subsidiaries Joint Ventures or Associate Companies.

38. AUDIT COMMITTEE:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Company has constituted a qualified and independent Audit Committee which acts as alink between the management external and internal auditors and the Board of Directors ofthe Company. The Committee is responsible for overseeing the Company's financial reportingprocess by providing direction to audit function and monitoring the scope and quality ofinternal and statutory audits. The brief description of the terms of reference of theCommittee is given below:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report includingquarterly/half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focussing on:

a) Any changes in accounting policies and practices;

b) Qualification in draft audit report;

c) Significant adjustments arising out of audit;

d) The going concern concept;

e) Compliance with accounting standards;

f) Compliance with stock exchange and legal requirements concerning financialstatements and

g) Any related party transactions

• Reviewing the Company's financial and risk management policies

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

B. COMPOSITION MEETINGS & ATTENDANCE:

The composition of the Audit Committee and the details of meetings attended by itsmembers are given below: Audit Committee met four times during the year on 29.05.201813.08.2018 14.11.2018 and 11.02.2019.

Name Designation Category No of Meetings held No of Meetings attended
Mr. J. Vikramdev Rao Chairman NED(I) 4 3
Mr. T. Bharadwaj Member NED(I) 4 4
Dr. M. Priyadarshini Member NED(I) 4 4

NED (I) : Non Executive Independent Director

39. NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of three Non-Executive Independent Directors

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

To approve the fixation/revision of remuneration of Executive Directors of the Companyand while approving: a. to take into account the financial position of the Company trendin the industry appointee's qualification experience past performance pastremuneration etc. b. to bring out objectivity in determining the remuneration packagewhile striking a balance between the interest of the Company and the Shareholders.

To identify persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down and to recommend to the Boardtheir appointment and /or removal.

To carry out evaluation of every Director's performance.

To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

To formulate the criteria for evaluation of Independent Directors and the Board.

To recommend/review remuneration of the Managing Director and Whole-time Director(s)based on their performance and defined assessment criteria.

B. COMPOSITION OF THE COMMITTEE MEETINGS AND ATTENDANE DURING THE YEAR:

Name Designation Category
Mr. T. Bharadwaj Chairman NED(I)
Mr. J. VikramdevRao Member NED(I)
Dr. M. Priyadarshini Member NED(I)

NED (I) : Non Executive Independent Director

40. IN CASE OF A COMPANY COVERED UNDER SUB-SECTION (1) OF SECTION 178 COMPANY'S POLICYON DIRECTORS' APPOINTMENT AND REMUNERATION INCULDING CRITERIA FOR DETERMINGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDEDUNDER SUBSECTION (3) OF SECTION 178:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities should and individual performance etc.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTOR'S INDEPENDENCE ; 1.Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as Independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section(6) of Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI(Listing obligations and Disclosure Requirements) Regulations 2015.

3 . Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review onannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a board with diverse backgroundand experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committeemay take into account factorssuch as:

• General understanding of the Company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• Shall possess a Director Identification Number;

• Shall not be disqualified under the Companies Act 2013;

• Shall Endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meeting;

• Shall abide by the code of conduct established by the Company for Directors andsenior management personnel;

• Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individualwith the objective of having a group that best enables the success of the Company'sbusiness.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laiddown in Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations andDisclosure Requirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for IndependentDirectors "as specified in Schedule IV to the Companies Act 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise andexperience to contribute to effective Board performance accordingly members shouldvoluntarily limit their directorships in other listed public limited companies in such away that it does not interfere with their role as Director of the Company. The NRCommittee shall take into account the nature of and the time involved in a DirectorService on other Boards in evaluating the suitability of the individual Director andmaking its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committees or act chairmanof more than 5 committees across all Companies in which he holds directorship.

For the purpose of considering the limit of the committee Audit Committee andStakeholder's Relationship Committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under Section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and RemunerationCommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the Company.2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The Company Secretary;

(iii) The whole-time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the Companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of Section 178 of the Companies Act2013 andReg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)Committee shall review and approve the remuneration payable to the Executive Director ofthe Company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review andapprove the remuneration payable to the key managerial personnel of the Company.

3.1.3 The Remuneration structure to the Executive Director and key managerialpersonnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance bonus

3.1.4 The annual plan and objectives for Executive Committee shall be reviewed bythe NR committee and Annual performance bonus will be approved by the committee based onthe achievement against the annual plan and objectives.

3.2 Remuneration to Non – Executive Directors

3.2.1 The Board on the recommendation of the Nomination and RemunerationCommittee shall review and approve the remuneration payable to the Non – ExecutiveDirectors of the Company within the overall limits approved by the shareholders as perprovisions of the Companies Act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attendingthe meetings of the Board and the Committees thereof. The Non- Executive Directors shallalso be entitled to profit related commission in addition to the sitting fees.

3.3.Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications andwork experience competencies as well as their roles and responsibilities in theorganization. Individual remuneration shall be determined within the appropriate grade andshall be based on various factors such as job profile skill sets seniority experienceand prevailing remuneration levels for equivalent jobs.

41. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Company has constituted a Stakeholders' Relationship Committee pursuant to theprovisions of Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act.

i. Terms of Reference

The Committee considers and resolves the grievances of the security holders. TheCommittee also reviews the manner and time-lines of dealing with complaint lettersreceived from Stock Exchanges/SEBI/Ministry of Corporate Affairs etc. and the responsesthereto. Based on the delegated powers of the Board of Directors the Managing Directorapproves the share transfers/ transmissions on a regular basis and the same is reported atthe next meeting of the Committee normally held every quarter.

Ms. Sonal Agarwal Company Secretary is the Secretary to the Committee and theCompliance Officer appointed for the compliance of capital market related laws. ii.Composition:

The composition of the Stakeholders' Relationship Committee and the details of meetingsattended by its members are given below:

Name Designation Category Number of meetings during the financial year 2018-19
Held Attended
Mr. J. Vikramdev Rao Chairperson Independent Non Executive 4 3
Mr. T. Bharadwaj Member Independent Non Executive 4 4
Dr. Priyadarshini Manvikar Member Independent Non Executive 4 4
Mr. Sandeep Rathi Member Executive Director cum CFO 4 3

iii.Meetings

Four Stakeholders' Relationship Committee meetings were held during the year and thegap between two meetings did not exceed one hundred and twenty days. The dates on whichthe said meetings were held are as follows: 29.05.2018 13.08.2018 14.11.2018 and11.02.2019.

The necessary quorum was present for all the meetings.

iv. Details of complaints/requests received resolved and pending during the year2018-2019.

NUMBER OF COMPLAINTS NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on NIL
Number of complaints resolved NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31 2019 NIL
Complaints pending as on March 31 2019 NIL
Number of Share transfers pending for approval as on March 31 2019 NIL

42.INVESTOR EDUCATION AND PROTECTION FUND:

In terms of the provisions of the Companies Act the Company is obliged to transferdividends which remain unpaid or unclaimed for a period of seven years from thedeclaration to the credit of the Investor Education and Protection Fund established by theCentral Government. Accordingly the members are hereby informed that the 7 years periodfor payment of the dividend pertaining to financial year 2011-2012 will expire on04.10.2019 and thereafter the amount standing to the credit in the said account will betransferred to the "Investor Education and Protection Fund" of the CentralGovernment. The details of Dividend of earlier years remain unclaimed by the shareholdersas on 31.03.2019 are as given below:

Financial Year Date of Declaration of Dividend Last Date of Claiming Dividend Unclaimed amount as on 31.03.2019 Due date for transfer to Investor Education and Protection Fund (IEPF)
2011-2012 05.09.2012 04.10.2019 Rs. 83935/- 03.11.2019

Pursuant to provisions of Section 124 of Companies Act 2013 the unclaimed dividendwithin the last date mentioned for the respective years will be transferred to InvestorEducation and Protection Fund (IEPF) established by Government of India pursuant toSection 125 of the Companies Act 2013.

43. MANGEMENT & DISCUSSION ANALYSIS:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 themanagement's discussion and analysis is set out in this Annual Report.

44 . CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and net worth ofthe Company is less than Rs. 25 Crores Corporate Governance is not applicable.

45. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarization programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarizationprogramme for Independent Directors is disclosed on the Company's website www.bnrul.com.

46. MECHANISM FOR EVALUATION OF BOARD:

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act2017 the Company adopted the recommended criteria by Securities and Exchange Board ofIndia.

The Directors were given six forms for evaluation of the following: (i) Evaluation ofBoard; (ii) Evaluation of Committees of the Board; (iii) Evaluation of IndependentDirectors; (iv) Evaluation of Chairperson; (v) Evaluation of Non-Executive andNon-Independent Directors; and (vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria: 1. Could domore to meet expectations; 2. Meets expectations; and 3. Exceeds expectations.

The Directors have sent the duly filled forms to Nomination & RemunerationCommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

47. BOARD MEETINGS:

The Board of Directors met four (4) times during the year on 29.05.2018 13.08.201814.11.2018 and 11.02.2019 and the maximum gap between any two meetings was less than fourmonths as stipulated under the provisions of Companies Act 2013.

48. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors have adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and theapplicable securities laws. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (www.bnrul.com)

49. AMENDMENTS TO POLICIES & CODES ADOPTED BY THE COMPANY:

Pursuant to SEBI circular(s) the Company has amended the following policies and thesame were updated on the website of the Company:

• Code of Insider Trading

• Code of Practices & Procedures for fair disclosure of unpublished pricesensitive information.

• Policy for Procedure of Inquiry in case of leak of unpublished price sensitiveinformation.

• Policy on Related Party

• Policy on Risk Management

• Vigil Mechanism

50. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

51. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Internal ComplaintsCommittee (ICC) has been set up to redress complaints regarding sexual harassment if any.

The following is the constitution of the Committee:

Name Designation
Dr. M. Priyadarshini Presiding Officer
Mrs. Sonal Agarwal Member
Mr. Prakash Narayan Rathi Member
Mrs. Manju Asawa External Member

The Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

52. CEO/ CFO CERTIFICATION:

The Managing Director and Executive Director cum CFO certification of the financialstatements for the year 2018-2019 is annexed in this Annual Report.

53. APPRECIATION & ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thank theemployees at all levels who through their dedication co-operation support and smartwork have enabled the Company to achieve a moderate growth and is determined to pose arapid and remarkable growth in the year to come.

For and on behalf of the Board of BNR Udyog Limited

Sd/- Sd/-
Place : Hyderabad Sandeep Rathi Kamal Narayan Rathi
Date : 14.08.2019 Executive Director Managing Director
(DIN: 05261139) (DIN: 00011549)


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