To the Members of
BEDMUTHA INDUSTRIES LIMITED
The Board of Directors presents the Thirty Fifth (35th) Annual Report
together with the Audited Financial Statements (Standalone and Consolidated) for the
Financial Year ended March 31, 2025.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:
The financial performance of the Company for the Financial Year ended on March 31, 2025
is summarized as under:
( in Lakhs)
Particulars |
Standalone |
Consolidated |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Income from Operations |
1,04,933.43 |
81,200.73 |
1,04,933.43 |
81,200.73 |
| Add : Other Income |
4,666.10 |
5,612.90 |
4,666.10 |
5,612.90 |
| Profit before Interest, Depreciation and Taxes |
8,020.09 |
8,240.20 |
8,020.09 |
8,240.20 |
| Less : Finance Cost |
3,589.85 |
3,544.50 |
3,589.85 |
3,544.50 |
| Profit before Depreciation and Taxes |
4,430.24 |
4,695.71 |
4,430.24 |
4,695.71 |
| Less : Depreciation |
1,950.21 |
2,669.09 |
1,950.21 |
2,669.09 |
| Profit Before Taxes |
2,480.02 |
2,026.61 |
2,480.02 |
2,026.61 |
| Less : Provision for Current Taxation |
- |
- |
- |
- |
| Less: Provision for Deferred Taxation |
- |
- |
- |
- |
| Less: Taxes in respect of earlier years |
- |
- |
- |
- |
| Profit after Taxes |
2,480.02 |
2,026.61 |
2,480.02 |
2,026.61 |
| less: Minority Interest |
- |
- |
- |
- |
| Add: Share in Profit of Associates |
- |
- |
2.08 |
67.85 |
| Profit for the year |
2,480.02 |
2,026.61 |
2,482.10 |
2,094.46 |
Earnings Per Share |
|
|
|
|
(Face Value of 10/- each) |
|
|
|
|
| Basic () |
6.69 |
6.28 |
7.69 |
6.49 |
| Diluted () |
6.69 |
6.28 |
7.69 |
6.49 |
2. SUMMARY OF OPERATIONS/STATE OF THE COMPANY'S AFFAIRS:
During the financial year 2024-25, the Standalone, Income from operations of your
Company increased by 29.23%, from 812.01 Crores to 1049.33 Crores. The Company has
achieved a profitof 80.20 crores before interest, depreciation and taxes and a Profit of
24.80 Crores after taxes as compared to previous year's 82.40 Crore and
20.26 Crores respectively.
During the financial year 2024-25, the Consolidated, Income from operations of your
Company increased by
29.23%, from 812.01 Crores to 1,049.33 Crores. The Company has achieved profit of
80.20 crores before interest, depreciation and taxes and incurred profit of 24.82 Crores
after taxes as compared to previous year.
3. CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Companies Act, 2013 ("the Act") and IND AS-23 on
Consolidated Financial Statements read with IND AS 28 on Investment in Associates, the
audited consolidated financial statement is provided in the Annual Report. The summarized
consolidated results are given alongside the financial results of your Company.
4. AMOUNT CARRIED FORWARD TO RESERVES:
Your Company has transferred of 24.80 Crore to its reserves.
5. DIVIDEND:
Your Directors do not recommend any dividend for the financial year 2024-25 to
accumulate the profit and plough back for better operations in coming years.
6. BUSINESS REVIEW:
Sr No Particulars |
2024-25 ( in lakhs) |
2023-24 ( in lakhs) |
| 1 Total Income |
1,09,599.53 |
86.813.63 |
| 2 Profit after Tax |
2,480.02 |
2,026.61 |
During the current financial year 2024-25, we remain committed towards maximum capacity
utilization in both steel and copper segment and also embarking towards expansion under
mega project-II sanctioned by government of Maharashtra.
As per sanctioned letter of mega project, your company needs to complete required
investment under the project by March 2027. Your management has decided to implement the
said project under two phases, the first phase of expansion under mega project is to under
process and the second phase of expansion to be completed by March 2027.
Expansion plan is towards capacity addition to have more value added products rather
than to deal in the turnover oriented business products in the industry.
Your Company is continuously striving for its green initiative mission, by adopting
sustainable processes in operations for the reduction in the carbon footprint and secondly
reduction in power and fuel cost.
7. CHANGES IN THE NATURE OF BUSINESS:
There has been no change(s) of business of the Company or in the nature of business
carried on by the Company during the financial year under review.
8. SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on March 31, 2025 was
Rs.34,56,53,840 consisting of 3,22,63,884 Equity shares of Rs.10/- each and 23,01,500,
1.00% Non-Convertible Cumulative Redeemable Preference Shares ("CRPS") of
Rs.10/- each.
Further, the CRPS to be redeemed in 5 equal installments commencing from March 31, 2029
to March 31, 2033.
During the current financial year there was no change in the Capital structure of the
Company. The Company has neither issued shares with differential rights as to dividend,
voting or otherwise nor issued to employees or Directors of the Company under any scheme
(including Sweat Equity Shares).
9. DEPOSITS:
During the year 2024-25, the Company has not accepted any deposit from public within
the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is given in Annexure 1 forming part of the Annual Report.
11. PARTICULARS OF EMPLOYEES:
The Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1), (2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-2 of the
Board's Report.
12. MANAGERIAL REMUNERATION
In accordance with Section 178 and other applicable provisions, if any, of the
Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the
Board of Directors formulated the Nomination and Remuneration Policy of your Company on
the recommendations of the Nomination and Remuneration Committee.
The salient aspects covered in the Nomination and Remuneration Policy, covering the
policy on appointment and remuneration of Directors including criteria for
determiningqualifications,positive attributes, independence of a director and other
matters have been outlined in the Corporate Governance Report which forms part of this
Report and Policy documents available on the website of your Company
https://bedmutha.com/investor/ .
13. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
As on March 31, 2025 the Company did not have any subsidiary Company. The Company has
one associate company named as "Ashoka Pre-Con Pvt. Ltd."
The Statement in form AOC-1 containing salient features of the financial statements of
Company's associates is attached as Annexure-3 to the financial statements of the
Company.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financialstatements and separate audited accounts in respect of the Associate Company has
been placed on the website of the Company i.e.https://bedmutha.com/investor/ .
14. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review, no order has been passed by the regulators or courts or
tribunals against the Company or any Directors, Key Managerial Personnel of the Company.
15. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:
All contracts/ arrangements/ transactions entered by the Company during the financial
year 2024-25 with related parties are in compliance with the applicable provisions of the
Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year under review, the Company had not entered into
anymateriallysignificantrelated party transactions with Promoters, Directors, Key
Managerial Personnel or other designated persons, which may have a potential conflict with
the interest of the Company at large. None of the Directors has any pecuniary
relationships or transactions vis-?-vis the Company.
All Related Party Transactions are placed before the Audit Committee, the Board of
Directors and to the shareholders of the Company, wherever required, for their approval.
The policy on Related Party Transactions, as amended & approved, from time to time,
by the Board may be accessed on the Company's website https://bedmutha.com/investor/ The
particulars of contracts or arrangements entered into by the Company with related parties
are appended in Annexure-4 to the Board's Report.
16. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as
stipulated under Regulation 27, 34 and Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part
of the from the Auditors Annual Report as of the Company Annexure-5.Therequisitecertificate
confirming compliance with the conditions of Corporate Governance is attached to the
report on Corporate Governance as Annexure- 5A.
17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL: Board of Directors:
As on March 31, 2025, the Company has 6 (Six) Directors consisting of 3 (Three)
Non-executive Independent Directors, and 3 (Three) Executive Directors. The detailed
compositions of the Board are mentioned to Corporate Governance Report.
Appointment:
The Board of Directors on the recommendation of Nomination and Remuneration
Committee, had appointed Mr. Sanjaya Kandpal (DIN: 08055303) as an Additional Director
(Independent) of the Company w.e.f. April 02, 2024. Further, the Shareholders of the
Company through Postal Ballot has approved the appointment of Mr. Sanjaya Kandpal
as an Independent (Non-Executive) Director of the Company on June 29, 2024.
The Board of Directors on the recommendation of Nomination and Remuneration
Committee, had appointed Mrs. Tilottama Rajaram Deshpande (DIN: 10885203) as an Additional
Director (Category: Non-Executive Independent, Sub Category: Woman Director) of the
Company, w.e.f. December 27, 2024. Further, the shareholders of the Company through Postal
Ballot has approved the appointment of Mrs. Tilottama Rajaram Deshpande as an Independent
Director of the Company for the First (01st) term of Five (5) consecutive years
with effect from December 27, 2024 to December 26, 2029 (both days inclusive), not liable
to retire by rotation, on March 21, 2025.
Cessation:
The 2nd term of 5 consecutive years of Mr. Narayan Kadu (DIN: 02807124),
Non-Executive Independent Director of the Company was completed on March 31, 2024, thereby
Mr. Narayan Kadu ceased to be Director of the Company w.e.f. March 31, 2024.
Ms. Vandana P. Sonwaney (DIN:06955363), had completed her second term tenure of
Five consecutive years as Non-Executive Independent Director of the Company, at the
business closing hours on December 29, 2024. The Board of Directors and the Management of
the Company express their appreciation and gratitude to Ms. Vandana P. Sonwaney for
her extensive contributions and providing invaluable guidance, support and advice, from
time to time, in the capacity of an Independent Director of the Board and Committee(s)
thereof.
Director liable to retire by rotation seeking re-appointment
Mr. Kachardas R. Bedmutha (DIN: 00715619), Whole-time Director designated as Chairman
of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the
provisions of the Companies Act, 2013 read with the Companies (Appointment and
Qualificationof Directors) Rules, 2014 and the Articles of Association of the Company and
being eligible, offered himself for re-appointment. Your Directors recommend his
re-appointment. The brief resume of the Director(s) seeking appointment or re-appointment
and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and
Secretarial Standard-2 (SS-2) has been provided in the Notice convening 35thAnnual
General Meeting.
Appointment & Cessation of Key- Management Personnel
Mr. Ajay Topale -Company Secretary and Compliance officer, the Key Managerial
Personnel of your Company was sadly & untimely demised on 26thJuly 2024. He
has contributed immensely in corporate governance of your Company. Your board has
expressed deep and heartfelt condolences to his family and friends, and placed on record
the appreciation for his services to the Company.
The Board of Directors, on the recommendation of Nomination and Remuneration
Committee has appointed
Mr. Madhvendra Pratap Singh (ACS-60444), a qualified member of Institute of Company
Secretaries of India, as the Company Secretary & Compliance Officer of the Company,
designated as Key Managerial Personnel
("KMP") with effect from October 25, 2024.
Key Managerial Personnel
As on March 31, 2025, Mr. Kachardas Bedmutha, Chairman and Executive Director, Mr.
Vijay Vedmutha - Managing
Director, Mr. Ajay Vedmutha Managing Director & Chief Financial Officer, Mr.
Madhvendra Pratap Singh, Company Secretary & Compliance Officer; and Mrs. Vinita Ajay
Vedmutha - Chief Executive Officerare the Key Managerial
Personnel (KMP) of your Company in accordance with the provisions of Sections 2(51) and
203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
18. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the company are not associated with the Company in any
manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time
possess relevant expertise and experience that are additive to the Board of the company
for delivering higher growth and higher values. Further, the Company has received
declarations from all the Independent Directors confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the
Independent Directors' Databank.
In the Opinion of the Board, all the independent directors fulfills the criteria of the
independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015.
19. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
According to Regulations 25(3) & (4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is
required to be held to evaluate the performance of the Non-Independent Directors.
Accordingly, a meeting of Independent Directors was held on March 20, 2025 and the
Independent Directors in its meeting has;
(a) reviewed the performance of non-independent directors and the board of
directors as a whole;
(b) reviewed the performance of the chairperson of the listed entity, taking into
account the views of executive directors and non-executive directors; (c) assessed
the quality, quantity and timeliness of flow of information between the management of the
Company and the board of directors that is necessary for the board of directors to
effectively and reasonably perform their duties, which they found satisfactorily and in
proper place.
Further, Board has carried out an annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the working of the members of
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, CSR Committee & other Committees.
The performance of the Board was evaluated after seeking inputs from all the directors
on the basis of the performance evaluation matrix/criteria approved by the Nomination and
Remuneration Committee, such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc. The performance of the committees was
evaluated by the board after seeking inputs from the respective committee members on the
basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman performance was also evaluated on the
key aspects of his role & responsibilities. Further, the manner, in which the
evaluation is carried out, has been explained in the Corporate Governance Report.
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Every new Independent Director of the Board attends an orientation program. To
familiarize the new Independent Director with the strategy, operations and functions of
our Company, the Executive Directors/ Key Managerial Personnel/Senior Managerial Personnel
make presentations to the new Independent Director about the company's applicable
policies, strategy, operations, product and service and offerings, markets, organization
structure, human resources, technology quality, facilities and risk management.
Further, the Senior Management makes presentations periodically during
meetings/seminars to familiarize the Independent Directors with the strategic,
operational, statutory & regulatory changes applicable to the Organization. The
details of the familiarization program of the independent directors are available on the
website of the Company https://bedmutha.com/investor/.
21. NUMBER OF BOARD MEETINGS:
The meeting of the Board of Directors was held 5 (Five) times during the Financial Year
2024-25 and the intervening gap between two succeeding meetings was not more than 120
days. Your Company has complied with the provisions of Chapter XII – Meetings of
Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board.
The details regarding the Board meetings and the attendance of the Directors present in
such meetings are provided in the Corporate Governance report.
22. BOARD COMMITTEES OF THE COMPANY:
Brief details of the Committees along with their composition and meetings held during
the year, are provided in the Corporate Governance Report, which forms part of this
report. i. Audit Committee:
The Board of Directors has re-constituted the Audit Committee in compliance with
Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 which consists of the following members' viz.:
Name of Member |
Designation |
Category |
| Mr. Shreekrishna Marathe |
Chairman |
Independent Director |
| Mrs. Vandana Sonwaney1 |
Member |
Independent Director |
| Mr. Vijay Vedmutha |
Member |
Executive Director (Managing Director) |
| Mr. Sanjaya Kandpal 2 |
Member |
Independent Director |
| Mrs. Tilottama Rajaram Deshpande3 |
Member |
Independent Director |
*Note: 1. Mrs. Vandana Sonwaney (DIN: 06955363), retired as Non-Executive
Independent Director of the Company, since she had completed her 2nd term
tenure of five consecutive years at the business closing hours on
December 29, 2024. She was also member of the committee till December 29, 2024.
2. Mr. Sanjaya Kandpal (DIN:08055303), was appointed as Non-Executive Independent
Director of the Company w.e.f. April 02, 2024 and further appointed as a Member of the
Audit Committee w.e.f. May 28, 2024.
3. Mrs. Tilottama Rajaram Deshpande (DIN: 10885203) was appointed as a Member of the
Audit Committee, w.e.f. December 27, 2024.
The details regarding Composition, meetings and attendance of the members have been
mentioned in the Corporate Governance Report.
All the recommendations of the Audit Committee during the year were accepted by the
Board of Directors of the Company. ii. Nomination and Remuneration Committee:
During the year under review the Board of Directors has re-constituted the Nomination
and Remuneration Committee in accordance with the Companies Act, 2013 and Regulation 19 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which
comprises of the following members viz.:
Name of Member |
Designation |
Category |
| Mr. Shreekrishna Marathe |
Chairman |
Independent Director |
| Mrs. Vandana Sonwaney* |
Member |
Independent Director |
| Mr. Narayan Kadu* |
Member |
Independent Director |
| Mr. Sanjaya Kandpal* |
Member |
Independent Director |
| Mrs. Tilottama Deshpande* |
Member |
Independent Director |
*Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent
Director of the Company, as he completed his 2nd term tenure on March 31, 2024.
He was chairman of the committee till March 31, 2024. 2. Mr. Sanjaya Kandpal (DIN:
08055303), was appointed as a Member of the Committee w.e.f. April 02, 2024.
3. Mrs. Tilottama Rajaram Deshpande (DIN:10885203) was appointed as a Member of the
Nomination and Remuneration Committee, w.e.f. December 27, 2024.
4. Mrs. Vandana Sonwaney (DIN: 06955363), retired as Non-Executive Independent Director
of the Company, since she had completed her 2nd term tenure of five consecutive
years at the business closing hours on
December 29, 2024. She was member of the committee till December 29, 2024.
The details regarding composition, terms of reference, meeting and attendance of the
members have been mentioned to the Corporate Governance Report. iii. Stakeholders'
Relationship Committee:
During the year under review the Board of Directors has re-constituted Stakeholders'
Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises
of the following members. The details regarding Composition, terms of reference, meeting
and attendance of the members have been mentioned to the Corporate Governance Report.
Name of Member |
Designation |
Category |
| Mr. Narayan Kadu* |
Chairman |
Independent Director |
| Mr. Sanjaya Kandpal* |
Chairman |
Independent Director |
| Mr. Vijay Vedmutha |
Member |
Executive Director |
| Mr. Ajay Vedmutha |
Member |
Executive Director |
* Note 1: Mr. Narayan Kadu (DIN: 02807124), ceased as Non-Executive Independent
Director of the Company, as he completed his 2nd term on March 31, 2024. He was
chairman of the committee till March 31, 2024.
2. Mr. Sanjaya Kandpal (DIN: 08055303), was appointed as a Member of the Chairman
w.e.f. May 28, 2024. iv. Corporate Social Responsibility Committee (CSR):
As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees
five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net
profit of Rupees five crore or more during any financial year shall constitute the CSR
Committee.
The Company was required to spend Rs.47.45 Lakhs on CSR activities for FY2024-25. The
Company had spent Rs.51 Lakhs during FY 2024-25. The Company has thus spent the entire
amount required to be spent on CSR activities during FY2024-25.
The Annual Report on Corporate Social Responsibility for the financial year ended March
31, 2025 is set out
Annexure-6 to the Board's Report.
During the year under review CSR Committee has been reconstituted with following
members.
Name of Member |
Designation |
Category |
| Mr. Narayan Kadu * |
Member |
Independent Director |
| Mr. Shreekrishna Marathe* |
Chairman |
Independent Director |
| Mr. Vijay Vedmutha |
Member |
Executive Director |
| Mr. Ajay Vedmutha |
Member |
Executive Director |
| Mr. Kachardas Bedmutha |
Member |
Executive Director |
Note 1: Mr. Narayan Kadu (DIN:02807124), ceased as Non-Executive Independent Director
of the Company, as he completed his 2nd term on March 31, 2024. He was chairman
of the committee till March 31, 2024.
2. Mr. Shreekrishna Marathe (DIN: 08691908), has been appointed as Chairman of the
Company w.e.f. May 28, 2024.
23. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism and oversees through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns about unethical practice. Any complainant can have direct access to the
Chairman of the Audit Committee or Ethics Officer, via e-mail ID or through submission of
physical copies of compliant. The Vigil Mechanism Policy of the Company is placed on
Company's website i.e., https://bedmutha.com/investor/.
24. POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA
FOR THEIR PERFORMANCE EVALUATION:
The Company has adopted a policy titled as "Nomination & Remuneration
Policy" which inter-alia includes Company's policy on Board Diversity, selection,
appointment and remuneration of directors, criteria for determining qualifications,
positive attributes, independence of a director and criteria for performance evaluation of
the Directors
The Nomination & Remuneration Policy as approved by the Board is placed on the
website of the Company https://bedmutha.com/investor/.
25. RISK MANAGEMENT POLICY:
The provisions of Regulation 21 of SEBI (LODR) Regulation, 2015 is not applicable to
the Company, since company do not fall under top 1000 listed entities and therefore Risk
Management Committee has not been constituted and Board oversees the complies of Risk
Management.
The Company has implemented Risk Management Policy and the Board of Directors has
prepared a comprehensive framework of risk management for assessment of risks and to
determine the responses to these risks so as to minimize their adverse impact on the
organization. The policy as approved by the Board of Directors is uploaded on the
Company's website. (https://bedmutha.com/investor/).
The Company manages, monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Company's management
systems, organizational structures, processes, standards, code of conduct and behaviors
together form the Bedmutha Management System (BMS) that governs how the Group conducts the
business of the Company and manages associated risks.
The Company has introduced several improvements to drive a common integrated view of
risks, optimal risk mitigation responses and efficient management of internal control and
assurance activities. This integration is enabled by all three being fully aligned in the
Company wide Risk Management, Internal Control and Internal Audit methodologies and
processes.
26. RISK & MITIGATION:
The Company has identifiedvarious risks faced by the Company from different areas. As
required under Regulation
21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has adopted a risk management policy whereby a proper framework is set up.
Appropriate structures are present so that risks are inherently monitored and
controlled. A combination of policies and procedures attempts to counter risk as and when
they evolve.
27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. Your Company has introduced
several improvements such as Integrated Enterprise Risk Management, Internal Control
Management and Assurance Frameworks and processes to drive a common integrated view of
risks, optimal risk mitigation responses and efficient management of internal control and
internal audit activities. Risk management and internal control frameworks are designed
and implemented to manage rather than completely eliminated the risk of failure to achieve
business objectives.
The Company had appointed M/s. Hiran Surana & Associates LLP., Chartered
Accountants as an internal Auditor to have check on the adequacy of controls in the
overall operations and functioning of various departments. The quarterly reports of the
Internal Auditors are placed before the Audit committee. It is a key component which
assists the management in discovering controls, weakness, regulatory violations, policy
violation and operational inefficiencies.This self-discovery of issues provides the
management an ability to take corrective action in order to maintain the safety,
soundness, profitability and integrity.
As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall
responsibility for ensuring that the Company has implemented robust system and framework
of Internal Financial Controls.
28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION
186 WITH DETAILS:
There are no loans, security or guarantees covered under section 186 of the Companies
Act, 2013. The details of Investment covered under section 186 of the Companies Act, 2013
forming part of notes to Accounts.
29. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments made which may affect financial position
of the Company between the end of financial year and date of report.
30. AUDITORS i. STATUTORY AUDITORS
In accordance with the provisions of Section 139 of Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, M/s. SIGMAC & Co., Chartered Accountants,
Mumbai (Firm Registration No. 116351W) have been appointed as Statutory Auditors for the
first term of 5 consecutive years commencing from the conclusion of the 32ndAnnual
General Meeting till the conclusion of the 37th Annual General Meeting for the
Financial Year 2026-27.
The Company had received a written consentand certificatestating that they
satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and that the appointment, shall be in
accordance with the applicable provisions of the Companies Act, 2013 and Rules made
thereunder.
As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. SIGMAC
& Co., Chartered
Accountants, (Firm Registration No. 116351W) have also confirmed that theyhold certificateissued
by valid the Peer Review Board of ICAI.
AUDITORS' REPORT:
During the year under review, there were no frauds reported by the Auditors to the
Audit Committee or to the Board under Section 143(12) of the Companies Act, 2013.
There are no qualifications, reservations or adverse remarks in the Auditors' Report. ii.
INTERNAL AUDITORS:
The Company has appointed M/s. Hiran Surana & Associates LLP, Chartered
Accountants, as Internal Auditors of the Company for the Financial Year 2024-25. The Audit
Committee of the Board of Directors in consultation with the Internal Auditors, formulate
the scope, functioning, periodicity and methodology for conducting the internal audit. For
the current Financial year 2025-26, the Board of Director on the recommendation of Audit
Committee has re-appointed M/s. Hiran Surana & Associates LLP as Internal Auditors of
the Company. iii. COST AUDITORS:
In accordance with the provisions of Section 148 of Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for
conducting the audit of cost records of the applicable products of the Company for the
financial year. Accordingly, during the year under review, your
Company has appointed M/s. Deodhar Joshi & Associates, Cost Accountants (Firm
Registration No.: 002146) to conduct the cost audit of the Company for the Financial Year
2024-25.
For the current Financial year 2025-26, the Board of Director on the recommendation of
Audit Committee has re-appointed M/s Deodhar Joshi & Associates, Cost Accountants
(Firm Registration No.: 002146) to conduct the cost audit of the Company for the Financial
Year 2025-26.
The ratification of the remuneration payable to the Cost Auditors shall be sought from
shareholders in the ensuing Annual General Meeting and form part of notice convening the
AGM. The Cost Audit Report of the
Company for the financial year ended 31 stMarch, 2024, was filed with the Ministry of
Corporate Affairs. iv. COST RECORDS
The Company is maintaining the Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013. v. SECRETARIAL AUDITORS:
In terms of Section 204 of the Act and the Rules made there under, M/s. Sharma and
Trivedi LLP (LLPIN: AAW-
6850) had been re-appointed as the Secretarial Auditors of the Company for the
financial year 2024-25.
Further, in compliance with Regulation 24A of the SEBI Listing Regulations and Section
204 of the Act, the Board at its meeting held on 23rd May, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s. Sharma and
Trivedi LLP (LLPIN:AAW-6850), a peer reviewed firm having Peer Review 5560/2024) as
Secretarial Auditors of the Company for a term of five consecutive years Certificate
commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the
ensuing AGM. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Sharma and Trivedi LLP, to conduct the Secretarial Audit of the
Company.
The Secretarial Audit Report for the year under review is annexed as "Annexure-7"
to this report.
The Secretarial Audit Report does not contain any qualification, adverse
observations/remarks, except the following which was also provided in the previous year
Boards Report for the FY2023-24;
Secretarial Auditors observation(s)
The requirement under Regulation 17(1E) of the SEBI (Listing Obligations and Disclosure
Requirements)
Regulations, 2015, is to fill in the resulting vacancy on account of the cessation of
the second term of Mr. Narayan Kadu (DIN:02807124), before the expiration of the term of
office as an Independent Director of the Company on 31st March, 2024, not later
than the date of such office vacated. The said requirement has been complied on the
appointment of Mr. Sanjaya Kandpal (DIN:08055303), as an Independent Director with effect
from 02nd April, 2024. Also, the requirement of the constitution of the Board
of Directors of the Company with 50% of Independent Directors is not met with till the
said appointment of the Independent Director on the 02nd April, 2024.
Management Reply:
The company was in search of Candidate who can fill up the requisite expertise on the
Board, and is registered in Independent Directors database as mandated by MCA. We tried to
appoint a candidate before cessation of existing director. It is to be noted that the
delay is of a 2 days.
31. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act') read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual
return for FY2024-25 in Form MGT-7 is available on the website of the Company at
https://bedmutha.com/investor/.
32. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your
Company hereby state that: (i) In the preparation of the Annual accounts for the year
ended March 31, 2025, the applicable accounting standards have been followed along with
proper explanation related to material departure(s), if any;
(ii) The Directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the Company for the year ended on
that date; (iii) The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (iv) The Directors have prepared the annual accounts on a ‘going
concern' basis; (v) The Directors of the Company had laid down internalfinancialcontrols
to be followed by the company and that such internal financial controls are adequate and
are operating effectively; 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.
33. CODE FOR PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2015 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 Directors and the designated
employees have confirmed compliance with the Code. The Insider Trading Policy of the
Company covering code of practices and procedure for fair disclosure of unpublished price
sensitive information and code of conduct for the prevention of insider trading is
available on the website of the Company.
34. HUMAN RESOURCES:
Your Company enjoys cordial relations with its employees. The key focus of your Company
is to attract, retain and develop talent. The Board wishes to place on the record its
appreciation of the contributions made by all employees ensuring high levels of
performance and maintaining growth during the year.
Further, the Directors wish to place on record their appreciation for the efficient and
loyal services rendered by all staff and work force of the Company, without whose
wholehearted effort, the satisfactory performance would not have been possible.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO:
The information on conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is annexed as Annexure 8 to this report.
36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds, being dividends lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
37. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI)
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs, in accordance with the provisions of Section 118 of the Act.
38. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year 2024-25, no complaints were
received regarding sexual harassment.
| Constitution of POSH ICC Committee |
Yes |
| The number of sexual harassment complaints received during the year |
Nil |
| The number of such complaints disposed of during the year |
Nil |
| The number of cases pending for a period exceeding ninety days |
Nil |
Further, the Company is conducting the awareness programs at regular interval of time.
39. MATERNITY BENEFITS COMPLIANCES:
During the year under review your company affirm the complies with the provisions of
the Maternity Benefit Act,
1961.
40. OTHER MATERIAL INFORMATION:
During the year under review, there is no other material information to report.
41. GENERAL DISCLOSURE: i. During the year, there were no transaction requiring
disclosure or reporting in respect of matters relating to:
(a) details relating to deposits covered under Chapter V of the Act;
(b) issue of equity shares with differential rights as to Dividend, voting or
otherwise;
(c) issue of shares (including sweat equity shares) to employees of the Company under
any scheme, including
Employee Stock Options Schemes;
(d) raising of funds through preferential allotment or qualified institutions
placement; the Regulators or (e) significant Courts or Tribunals which
impact the going concern status and Company's operations in future;
(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy
Code, 2016; (g) instance of one-time settlement with any bank or financial institution;
(h) fraud reported by Statutory Auditors; and
(i) change of nature of business. ii. The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the Board and all employees in the course of
day to day business operations of the company. iii. The details of the Committees of Board
are provided in the Corporate Governance Report section of this Annual Report. iv. The
details of credit ratings are disclosed in the Corporate Governance Report, which forms
part of the Annual Report. v. In accordance with the provisions of the Act and Listing
Regulations read with relevant accounting standards, the consolidated audited financial
statement forms part of this Annual Report. vi. As required under Section 134(3)(a) of the
Act, the Annual Return is put up on the Company's website
42. CAUTIONARY STATEMENT
Statement in the Directors' report and the Management Discussion and Analysis
describing the company's objectives, expectations or predictions, may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in statement. Important factors that could
influence the company operation include: global and domestic demand and supply conditions
affecting selling prices, new capacity additions, availability of critical material and
their cost, changes in government policies and tax laws, economic developments of the
country and other factors which are material to the business operations of the company.
43. ACKNOWLEDGEMENT
Your Directors wish to thank and acknowledge the contributions of Financial
Institutions, Banks, Government Authorities, dealers, suppliers, business associates,
auditors, consultants and the Company's valued customers for their assistance and
co-operation and the esteemed shareholders for their continued trust and support. The
Directors also wish to acknowledge members of Bedmutha Group at all levels for their
spirit of commitment, dedication and support extended in challenging times.
For and on behalf of Board of Directors |
BEDMUTHA INDUSTRIES LIMITED |
Sd/- |
Kachardas Bedmutha |
Chairman |
DIN: 00715619 |
Date: August 07, 2025 |
Place: Sinnar-Nashik |