To,
The Members of
Banco Products (India) Limited
Your directors have the pleasure in presenting the 64th Annual Report
together with the audited Financial Statements of Banco Products (India) Limited
("the Company") and its subsidiaries for the financial year ended on 31st March,
2025.
1. Overview:
The Company remained steadfast in its mission:
To safeguard the health, safety, and well-being of our employees and
the communities around.
To implement effective strategies that minimize operational
disruptions, ensuring seamless business continuity and fostering sustainable growth.
As always, times of adversity reveal the true strength and resilience
of an organization. At Banco Products, we have been engaged in taking extensive measures
to emerge more resilient.
2. Financial Summary/Highlights:
At a glance, the summarized Standalone and Consolidated results of your
Company are given below:
(Rs. in Crores)
| PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
Year ended on 31.03.2025 |
Year ended on 31. 03.2024 |
Year ended on 31.03.2025 |
Year ended on 31.03.2024 |
Total Turnover |
1087 |
992 |
3187 |
2742 |
Profit Before Taxation |
311 |
297 |
534 |
362 |
(Less:-Tax Expenses) |
(45) |
(42) |
(142) |
(91) |
Profit After Tax |
266 |
255 |
392 |
271 |
| Balance Brought forward from P.Y. |
595 |
583 |
723 |
695 |
Profit available for Appropriation |
861 |
838 |
1115 |
966 |
| Appropriations: |
|
|
|
|
| Dividend |
157 |
243 |
157 |
243 |
Balance Carried to Balance Sheet |
704 |
595 |
958 |
723 |
3. Dividend:
Your Directors had declared and paid Interim Dividend during the year
2024-25 at 550% i.e. Rs. 11/- per Equity Share of Rs. 2/- each absorbing Rs. 157.34/-
Crores (gross) for the financial year ended on 31.03.2025 on expanded Equity Share Capital
upon issue and allotment of Bonus Shares in the ratio of 1:1 during the financial year as
compared to Interim Dividend paid during the year 2023-24 at 1000% i.e. Rs. 20/- per
Equity Share of Rs. 2/- each (1000%). The Directors have not recommended any Final
Dividend for the year 2024-25.
4. Reserve:
T he Company is not required to transfer any amount to reserves.
Accordingly, the Company has not transferred any amount to reserve.
5. Operations and State of Affairs:
The Company continued its initiative during the year to upgrade
technology and quality at its plants. As pioneers in the country, your Company invests in
best-in-class technology and has lined up an accelerated investment plan to retain its
technology leadership position.
Our Research and Development (R & D) capabilities, including test
equipment and design software, are being improved in line with modern practices. Our R
& D spending during the year was placed at 0.61% of turnover. Sales and Profit for
Banco Products (India) Limited stood at:
(Rs. In Crores)
| Particulars |
Year ended on 31.03.2025 |
Year ended on 31.03.2024 |
| Sales (Net) |
1087 |
992 |
| Profit after Tax (PAT) |
266 |
255 |
Domestic Sales:
Dur ing the period under review, the Company's Domestic sales
stood at Rs. 764/- Crores as against Rs. 727/- Crores in the previous year representing a
5.09% increase.
Export Sales:
During the period under review, the Company's Export sales stood
at Rs. 323/- Crores as against Rs. 265/- Crores in the previous year, despite growing
global competition.
Overall sales mix was placed at Domestic 70.28% (previous year 73.31%)
and Export 29.72% (previous year 26.69%).
6. Management Discussion and Analysis:
T he Report on Management Discussion and Analysis as required under the
SEBI (Listing Obligations a nd
Disclosure Requirements) Regulations, 2015 ("LODR") forms
part of this report as per Annexure "A".
7. Business Responsibility and Sustainability Report:
The Business Responsibility and Sustainability Report as required under
LODR forms part of this Annual Report.
8. Corporate Social Responsibility:
Yo ur Directors believe that it is vital for surrounding communities
and stakeholders to progress with the Company.
I n compliance with the requirements of Section 135 of the Companies
Act, 2013 (‘the Act') read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR
Rules), the Board of Directors have constituted a Corporate Social Responsibility
Committee. Annual Report on CSR containing particulars specified in Annexure II to the CSR
Rules is forming part of the Board's Report as per Annexure "B".
The contents of the CSR Policy of the Company as approved by the Board
on the recommendation of the Corporate Social Responsibility Committee and other details
are available on the website of the Company as per the web link provided in the report on
Corporate Social Responsibility Activities.
9. Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo:
In accordance with the provisions of Section 134 (3)(m) of the Act,
read with Rule 8 of The Companies (Accounts) Rules, 2014, the relevant information
pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo is annexed as per Annexure "C" to this Report.
10. Director's Responsibility Statement:
In terms of Section 134(3) (c) and Section 134(5) of the Act, your
directors would like to state: i that in the preparation of the annual financial
statements for the year ended 31st March, 2025, the) applicable accounting standards have
been followed along with proper explanation relating to material departures, if any; i
that such accounting policies have been selected and applied them consistently and made
judgments andi) estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company for the year ended 31st March, 2025 and of the
profit and loss of the Company for that period; i that the proper and sufficient care has
been taken for the maintenance of adequate accounting records inii) 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) that the annual financial
statements have been prepared on a going-concern basis; v that the proper internal
financial controls were in place and that the financial controls were adequate and) were
operating effectively; v that the proper systems have been devised to ensure compliance
with the provisions of all applicable lawsi) and that such systems were adequate and
operating effectively.
11. Directors and Key Managerial Personnel:
11.1 Statement with regard to integrity, expertise and experience of
the Independent Directors:
Your directors are of the opinion that Independent Directors of the
Company are of high integrity, suitable expertise and experience (including proficiency).
The tenure of Independent Directors is in compliance of provisions of Section 149(10).
11.2 Performance Evaluation:
Pursuant to the provisions of the Act and LODR, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its requisite Committees.
The evaluation has been carried out with a well structured
questionnaires taking into consideration various aspects and roles of the Board and its
Committees such as knowledge, skills, conduct, integrity, contribution in setting up and
achieving goals etc. The Board of Directors expressed their satisfaction with the
evaluation process.
11.3 Policy on Director's Nomination, Appointment and
Remuneration:
Th e Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy in relation to remuneration of Directors. The
policy also laid down the criteria for selection and appointment of Directors, Senior
Management and their remuneration. The detailed Remuneration Policy is stated in the
Corporate Governance Report.
The details regarding the composition and Role of Nomination and
Remuneration Committee are provided in the report on Corporate Governance and forms part
of this report.
11.4 Disclosure of Remuneration paid to Directors:
The details of remuneration paid to the Directors is given in the
Report on Corporate Governance.
11.5 Change in Directors/KMP:
In accordance with the provisions of the Act and rules made thereunder
Mr. Mehul K. Patel (DIN: 01772099), Non Executive Chairman of the Company is liable to
retire by rotation at the 64th Annual General Meeting and being eligible offers himself
for re-appointment.
The following changes have taken place in the composition of the Board
and the KMP during the year under review: Mr. Ramkisan A. Devidayal (DIN: 00238853) and
Mr. Mukesh D. Patel (DIN: 00009605), Independent Directors of the Company retired w.e.f.
20th September, 2024 (close of office hours) on completion of their second term of five
consecutive years as Independent Directors of the Company.
Mr. Devesh A. Pathak (DIN: 00017515) and Mr. Udayan P. Patel (DIN:
00598313) Independent Directors of the Company retired w.e.f. 12th February, 2025 (close
of office hours) on completion of their second term of five consecutive years as
Independent Directors of the Company.
Mr. Pranav R. Patel (DIN: 00259728) and Mr. Anand A. Majmudar (DIN:
03019026) were appointed as the Independent Directors of the Company with effect from 8th
February, 2025. Their appointment as Independent Directors of the Company was approved by
the Shareholders by way of Postal Ballot on 26th March, 2025. The Shareholders by way of
Postal Ballot on 26th March, 2025 also re-appointed Mrs. Ameeta V. Manohar (DIN: 00903232)
as the Independent Director of the Company for a second term of five consecutive years
commencing from 25th April, 2025.
Ms. Pooja Gurnani, Company Secretary & Compliance Officer (KMP) of
the Company resigned from the Company w.e.f. 30th September, 2024 (close of office hours)
and Ms. Preeti Yadav was appointed as the Company Secretary & Compliance Officer (KMP)
of the Company w.e.f 13th November, 2024.
Mrs. Himali H. Patel (DIN: 07081636) resigned from the position of
Whole-time Director & CFO of the Company w.e.f. 30th April, 2025 (close of office
hours).
Mr. Venkata Ranganath Kumar Sami (DIN: 11090878) was appointed as
Additional Director and Whole-time Director (designated as "Whole-time Director
(Innovations) & Chief Technical Officer") of the Company w.e.f 17th May, 2025.
His appointment as Whole-time Director of the Company was approved by the Shareholders by
way of Postal Ballot on 28th June, 2025.
Mr. Sachin Jayantilal Kotak was appointed as the CFO of the Company
w.e.f 17th May, 2025.
The Board places on record its appreciation for the valuable
contributions made by Mr. Ramkisan A. Devidayal, Mr. Mukesh D. Patel, Mr. Devesh A.
Pathak, Mr. Udayan Patel, Ms. Pooja Gurnani and Mrs. Himali H. Patel during their
respective tenures with the Company.
12. Number of Board Meetings:
T he details of 05 Board Meetings held during the financial year
2024-25 are provided in the Report on Corporate Governance and forms part of this report.
13. Audit Committee:
The details regarding the Composition, power and role of Audit
Committee are provided in Report on Corporate Governance and forms part of this report.
14. Vigil Mechanism / Whistle Blower Policy:
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. To maintain these standards, the Company
encourages its employees who have concerns about suspected misconduct to come forward and
express their concerns without fear of punishment or unfair treatment. A Vigil Mechanism
provides a channel to the employees and Directors to report to the management concerns
about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct
or policy. The mechanism provides for adequate safeguards against victimization of
employees and Directors to avail the mechanism and also provides for direct access to the
Chairman of the Company / Chairman of the Audit Committee in exceptional cases. The Vigil
Mechanism / Whistle Blower Policy are available on Company's website at-
https://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833
15. Risk Management:
Pursuant to the requirement of LODR, the Company has formed a Risk
Management Policy to ensure appropriate risk management within its systems and culture.
The Company operates in a competitive environment and is generally exposed to various
risks at different times such as technological risks, business risks, operational risks,
financial risks, etc. The Board of Directors and the Risk Management Committee of the
Company periodically review the Risk Management Policy of the Company so that the
Management can control the risk through properly defined network.
The Company has a system-based approach to business risk management
backed by strong internal control systems.
T he Risk Management Policy clearly lays down the roles and
responsibilities of the various entities in relation to risk management. A range of
responsibilities, from strategic to the operational is specified in the Governance Policy.
These role definition, inter-alia aims at ensuring formulation of appropriate risk
management policies and procedures, their effective implementation and independent
monitoring and reporting by Internal Audit.
A strong independent Internal Audit Function at the corporate level
carries out risk focused audits across all businesses, enabling identification of areas
where risk managements processes may need to be improved.
T he Board, Audit Committee and Risk Management Committee reviews
internal audit findings and provides strategic guidance on internal controls, monitors the
internal control and environment within the Company and ensures that Internal Audit
recommendations are effectively implemented.
The combination of policies and procedures adequately addresses the
various risks associated with your Company's businesses.
The details regarding the composition and Role of Risk Management
Committee are provided in report on Corporate Governance and forms part of this report.
16. Corporate Governance Report:
Pursuant to LODR, the Report on Corporate Governance forms an integral
part of this Report. The requisite certificate confirming compliance with the conditions
of corporate governance is attached to the Report on Corporate Governance.
17. Extract of Annual Return:
A copy of the Annual Return as required under section 92(3) and Section
134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company. The
web- link as required under the Act is as under- http://
www.bancoindia.com/investor-relations/#1496920183159-ffea24ee-ddc9
18. Auditors:
18.1 Statutory Auditors:
M /s. Parikh Shah Chotalia & Associates, Chartered Accountants
(PSCA), Vadodara (Firm Registration No.
118493W), were re-appointed as the Statutory Auditors of the Company
for a further term of five years from the conclusion of 63rd Annual General Meeting held
on 20th September, 2024 till the conclusion of the 68th Annual General Meeting. The
Auditors have conveyed their confirmation about their eligibility to continue as Statutory
Auditors of the Company.
Th e Auditor's Report for the financial year 2024-25 did not
contain any qualification, reservation or adverse remark.
18.2 Internal Auditors:
Your Company had appointed Mr. Snehalkumar Shah, Head-Internal Audit
Department of the Company, as the Internal Auditor to carry out the Internal Audit of
various operational areas of the Company.
18.3 Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed M/s. J.J. Gandhi & Co., Practicing Company Secretaries, Vadodara as
Secretarial Auditors of the Company. The Secretarial Audit Report for the Financial Year
ended on 31st March, 2025 is annexed herewith as per Annexure "D" to this Report
and it does not contain any qualification, reservation or adverse remark.
The Audit Committee and Board of Directors at their respective meetings
held on 8th August, 2025, subject to approval of the shareholders, recommended the
appointment of M/s. J.J. Gandhi & Co., Practising Company Secretaries, Vadodara
(bearing Unique Identification No. S1996GJ018900), as Secretarial Auditors of the Company
to hold office for a term of 5 (five) years commencing from the financial year 2025-26
till the financial year 2029-30.
Mr. J. J. Gandhi, proprietor of M/s. J.J. Gandhi & Co., has
confirmed on the eligibility and qualification required under the Act for holding the
office as Secretarial Auditors of the Company.
18.4 Cost Auditors:
Your Company has appointed M/s. Y.S. Thakar & Co., Cost
Accountants, Vadodara (Firm Registration No: 000318) in terms of provisions of Section 148
and any other provisions applicable, if any, of the Act and Rules made thereunder.
T he proposals for ratification of their remuneration by way of
Ordinary Resolution, to conduct the audit of the
Cost Records of the Company for the financial year 2025-26, in terms of
the recommendation of the Audit Committee, is included in the Notice of the Annual General
Meeting.
19. Subsidiary Companies:
N RF Holding B.V. (Formerly known as Nederlandse Radiateuren Fabriek B.
V.), Banco Gaskets (India)
Limited and Banco New Energy Cooling Systems Limited continued to be
the wholly owned subsidiaries of the Company during the year under review.
In accordance with applicable provisions of the Act and rules made
thereunder, the Annual Report of the Company, containing therein its standalone and the
consolidated financial statements has been placed on the website of the Company
www.bancoindia.com. Further, separate audited annual accounts of the subsidiary companies
have also been placed on the website of the Company.
Pursuant to Section 129(3) of the Act, the statement containing the
salient features of the financial statement of the Company's Subsidiaries is annexed
as per Annexure "E" to this Report.
The determination of Material Subsidiary is in compliance with LODR.
20. Particulars of Employees:
T he Statement pursuant to Section 197(12) of the Act, and Rule 5(1) of
The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2015 is attached as per
Annexure "F" to this Report.
A Statement of the details of employees covered under Rule 5(2) of the
aforesaid Rules are provided in the Annual Report. The Annual Report is being sent
excluding the aforesaid information. Such particulars will be furnished to any shareholder
on a specific request made in writing by the shareholder.
21. Related Party Transactions:
All transactions entered into with the Related Parties as defined under
the Act and LODR during the financial year ended on 31.03.2025 were in the ordinary course
of business and arm's length basis and do not attract the provisions of Section 188
of the Act, 2013. Thus, disclosure in form AOC 2 is not applicable.
All the Related Party Transactions are reviewed by the Audit Committee
on a quarterly basis, and it has provided omnibus approval for all Related Party
Transactions which are within its purview.
The information on Related Party Transactions, forming part of this
Report, is provided in Notes of Annual Financial Statement for the Financial Year ended on
31st March, 2025.
T he Board has approved a Policy on Related Party Transactions which
has been uploaded on the Company's website at
http://www.bancoindia.com/investor-relations/#1497261700893-eb0e6e05-b833
22. Particulars of Loans given, Guarantees given and Investments made
by the Company:
During the year under review, the Company has further invested in
Equity Shares of Banco New Energy Cooling Systems Limited a Wholly Owned Subsidiary of the
Company, amounting to Rs. 26.6 Crores aggregating to Rs. 40 Crores as on 31st March, 2025
for its Principal business activities out of the Company's internal sources of funds.
The details of the Investment made is provided in note no. 4 of the notes to Standalone
Financial Statements of the Company. The Company has not given any Loan or Guarantees
during the year under review.
23. Share Capital:
As on 31st March, 2025, the paid-up equity share capital of your
Company was Rs. 28.60 crores. During the year under review, the Company issued 7,15,18,650
equity shares of face value of Rs. 2 each as fully paid-up Bonus shares in the ratio 1:1.
24. Change in Capital Structure:
During the year under review, the Company has not issued any Equity
Share with differential rights, Employees Stock Options and Sweat Equity Share. Hence,
details as per applicable rules of the Companies (Share Capital and Debentures) Rules,
2014 are not required to be reported.
25. Di sclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.
T he summary of sexual harassment complaints received and disposed of
during the financial year 2024-25 is as under: - Number of Complaints Received: Nil -
Number of Complaints Disposed off: Nil - Number of cases pending for more than 90 days:
Nil
26. Maternity Benefit Compliance:
The Company is in compliance with the Maternity Benefit Act, 1961
covering the maternity leave provisions, salary and benefits related to employee
entitlements.
27. Deposits:
The Company has neither accepted nor renewed any deposits during the
year under review.
28. Insurance:
All the properties and insurable interests of the Company, including
buildings, plant and machinery and stocks, have been adequately insured.
29. Industrial Relations:
Overall industrial relations continued to be cordial. Your Directors
place on record their appreciation for the continued support and co-operation of all the
employees.
30. Internal Financial Control:
Th e Company has appropriate internal financial control systems and
procedures in place with regard to effective utilization of resources, efficiency in
operation, financial reporting and compliance with various rules and regulations and
keeping in view the organization's pace of growth and increasing areas of operations.
The internal auditors conduct extensive audits throughout the year
across all locations and across all functional areas and submit their reports to the Audit
Committee of the Board of Directors.
31. Details of Fraud Reporting, if any:
T here has been no instance of fraud reported by the Auditors under
section 143(12) of the Act and Rules framed thereunder to either the Company or the
Central Government.
32. Familiarization Programme for Independent Directors:
The details of programmes for familiarization of Independent Directors
and training with the Company, their roles, rights, responsibilities, nature of the
industry in which the Company operates, business model of the Company and related matters
are put up on the website of the Company at- http://www.bancoindia.com/
investor-relations/#1497261700893-eb0e6e05-b833 .
33. Human Resources:
Many initiatives have been taken to support business through
organizational efficiency and various employee engagement programmes which have helped the
Organization to achieve higher productivity levels.
Significant efforts have also been undertaken to develop leadership as
well as technical / functional capabilities in order to meet future talent requirements.
The Company's HR processes such as hiring, fair transparent online
performance evaluation and talent management process, state-of-the-art workmen development
process and market aligned policies have been seen as benchmark practices in the Industry.
34. Material changes and Commitments:
Your Directors are of the opinion that there are no material changes
and commitments affecting the financial position of the Company which have occurred
between end of financial year of the Company and the date of this report.
35. Safety, Health and Environment Safety:
The Company has been continuously exercising effective safety, health
and environment policies. Water and air pollution control measures are successfully
operated, and industrial trade effluents are used for gardening. The tree plantation at
the factory site is maintained properly and is being duly taken care.
36. Web Links:
Web links related to various policies are available in the Corporate
Governance Report.
37. Change in the nature of Business:
There is no change in the nature of business during the year under
review.
38. Significant and material order passed by the Regulator or Court:
No order was passed by any regulator, court or tribunal impacting the
going concern status and Company's operation in future during the year under review.
39. Disclosure in respect of Cost Records:
The Company has maintained the cost accounts and records respectively,
as required under provisions of the Companies Act, 2013.
40. Compliance of applicable Secretarial Standards:
Pursuant to Clause 9 of Secretarial Standards on Meetings of Board of
Directors, it is stated that the Company is compliant with applicable Secretarial
Standards during the year.
41. Secretarial Audit Report of Material Unlisted Subsidiary:
Pursuant to the provisions of Regulation 24(1) of the LODR, the Company
is required to annex the Secretarial Audit Report of its material unlisted subsidiary(ies)
incorporated in India to its Annual Report.
Based on the audited financial statements for the year ended 31st
March, 2024, NRF Holding B.V. (Formerly known as Nede Radiateuren Fabriek B.V.) and Banco
Gaskets (India) Limited were classified as material subsidiaries rlandse of the Company
for the Financial Year 2024-25.
In compliance with the above-mentioned requirement, the Secretarial
Audit of Banco Gaskets (India) Limited, a material unlisted subsidiary incorporated in
India, was conducted by M/s. K H Rao & Co., Company Secretaries,
Vadodara for the year ended 31st March, 2025. The Secretarial Audit
Report, as provided by the said firm, is annexed to this report as Annexure "G".
The Report does not contain any qualification, reservation or adverse remark.
42. Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (IBC) (31 of 2016) during the year under review:
N either any application was made, nor any proceedings were pending in
this regard under IBC during the year under review.
43. The details of difference between the amount of the valuation done
at the time of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions:
No one time settlement was required to be done with Banks or Financial
Institutions during the year under review.
44. Acknowledgement:
Your Directors wish to convey their gratitude and place on record their
deep appreciation for the co-operation and continued support received by the Company from
Government, Customers, Shareholders, Vendors, Bankers and all other Stake Holders, as well
as Employees at all levels during the year.
|
By the order of the Board, |
|
Mehul K. Patel |
| Date : 08.08.2025 |
(Chairman) |
| Place : Bil |
DIN: 01772099 |