To,
The Members,
Your Directors are pleased to present the Thirtieth Annual Report and the Audited Statement of Accounts ofyour Company for the year ended on 31st March, 2023, are as under:
FINANCIAL RESULTS
[Amount in Lacs)
DIVIDEND
In view of the losses, the Board of Directors is unable to declare any dividend for the year ended 2022-2023.
Management continues to monitor the situation and is prepared to take any situation that could arise due to any future waves of Covid-19 in the best interest of all the shareholders of the Company.
QPEMILNG_EJWLR0M1ENT - COVID PANDEMIC
During Financial Year 2022-2023, the Covid related restrictions were completely lifted across all economies that we operate in. This allowed for Global trend to resume assisting in better collaboration across all countries. At the same time, business had to be face multiple head winds the most significant being the continued Inflationary environment which impacted not only the procurement of raw material and packing material, but also all other operating costs. Interest rates are also increases, to record high in many of the economies that we operate in and the broad range strength of the US Dollars against all emerging economies, currencies specially in foreign countries.
Sri Lanka experiences its worst economy crisis with an acute shortage of essential goods, several power cuts, high inflation and political unrest.
INDIAN ACCOUNTING STANDARDS
As per the requirements of the Notification dated 16.02.2015 issued by the Ministry of Corporate Affairs (MCA) Standalone and the Financial Statement of the Company for the Financial Year 2022-2023 have been approved as per Ind AS.
AMOUNT TRANSFERRED TO RESERVES
The Board has decided to carry loss of Rs. (567.27) lacs, to its Reserves.
NATURE OF INDUSTRY
The Company is directly engaged in the business of manufacturing of Drums and Barrels. STATEMENT ON COMPANY'S AFFAIRS
In view of tough competition from local and international market, the company is making all efforts to increase the activities.
During the year ended 31st March, 2023, your company has made loss after tax of Rs. (567.27) lacs as against Profit of Rs.414.78 lacs in the previous year.
MATERIAL CHANGES SINCE END OF FINANCIAL YEAR TILL DATE OF THIS REPORT
There was no material changes since end of financial year till date of this Report
ASSOCIATE COMPANIES
As on 31st March, 2023, no Company is an Associate of the Company.
DEPOSITS
The company has not invited or accepted any Deposits as required under section 73 of the co's Act from the public during the year under review.
Application under Insolvency and Bankruptcy Code. 2016
During the current year 2023-2024, Company has made Application under Voluntarily for filing Application at NCLT u/s 10 of the Insolvency & Bankruptcy Code 2016 for Resolution of debts and revival and Rehabilitation of the Company and the same is beneficial for our members of the Company.
The matter is actively followed from time to time.
NO FRESH LOAN TAKEN FROM FINANCIAL INSTITUTIONS
The Company has not availed any fresh loan/Working Capital facility during the year 20222023 and therefore the company has not carried any Valuation Report on the stock /other assets during the year.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary/Joint Venture/Associate Company as on and for the year ended 31st March, 2023.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
Particulars of the loans given, Investment made or guarantees given or security provided and the purpose for which the loans or guarantees or security is proposed to be utilized by the recipient of the loan or security are provided, if any in the Financial Statement.
PARTICULARS OF CHANGE IN BUSINESS
There is no change in the business operations of the Company.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS
We state that there is no Voluntary Revision of Financial Statements during the Financial Year 2022-2023.
WEB ADDRESS
Our Web address is www.barrelpeople.com and all the datas including Annual Reportand various others matters are displayed on our website.
ANNUAL RETURN
As required under Section 134(3)(a) and Section 92(3) of the Act, the data on Annual Return has been uploaded on the Companys' website and can be accessed at www.barrelpeople.com under Investor Relation.
GLOBAL DEPOSITORY RECEIPT
During the year, the company has not received any Global Depository Receipt or American Depository Receipt or warrants or any convertible instruments which has impact on our Share Capital (Equity) of the Company.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE
There is no commodity price risk or foreign exchange risk to the company as our activities barrels and drums are supplied within the country.
PLANT LOCATION:
Our Plant Location are as under:
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES/INDUSTRIAL RELATIONS
There is no Material Development on human resources/industrial relations front, including number of employees
RELATIONSHIP BETWEEN DIRECTORS INTER-SE
As stated, the Company has three (3) Directors. Our None of the employees are related with any of the Directors of the Company.
STATUTORY AUDITORS
At the 29th AGM held on 29th September, 2022, M/s. Satyaprakash Natani & Company Chartered Accountants, (Firm Registration No 115438W) were appointed as Statutory Auditors of the Company. Accordingly, the Audit Committee again recommended M/s. Satyaprakash Natani & Company, Chartered Accountants, (Firm Regn. No. 115438W) Mumbai, as the Company's Statutory Auditors for a (2nd Year - 1st Term) Financial Year 2023-2024. Further, the Statutory Auditors have issued an Unmodified Opinion on the Financial Statement for the Financial Year 2022-2023 and the Auditors Report forms part of this Annual Report.
Accordingly M/s. Satyaprakash Natani & Company, Chartered Accountants, (Firm Regn. No.
115438W) Mumbai, are proposed to be Re-appointed as Auditors (2nd Year - 1st Term) to hold office from the conclusion of this AGM till the conclusion of the next AGM to be held on or before September 2024, on such remuneration including out of pocket expenses as may be mutually agreed upon by the Board of Directors & Auditors
None of the Directors including Key Managerial Personnel of the Company or their relatives are concerned or interested in the Resolution.
Cost Auditor
As per Sec. 148 of the Companies Act, the Company is not required to maintain the cost Audit records, as the same is not applicable to our Company.
All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company during the office hours of the Company on any working days upto Thursday, August 10, 2023, between 12.00 noon to 4.00 p.m.
SECRETARIAL AUDITORS REPORT
As required u/s. 204 of the Act and Reg. 24(A) OF SEBI LODR was conducted by CS Khushal Bajaj, Practising Company Secretary, (COP No.18087). The Secretarial Audit Report dated 30.05.2023, is attached and the same forms Part of the Board Report.
The Company has appointed CA Firm for the purpose of Secretarial Audit u/s. Reg.24(A) of SEBI. However, we have immediately rectified and from the year 2022-2023, appointed CS Khushal B. Bajaj (COP No.18087) for Secretarial Audit Requirements
The other Qualification/ observation made by Secretarial Auditor in his Report, the contents
of the said Audit Report are self-explanatory and do not call for any further comments.
Further in the matter of SEBI and as per Qualification (Secretarial Audit Report] dated May 30, 2023, the same has been clarified by the Auditors and also explained under Directors' Report are self-explanatory.
One Promoter holding 1000 Equity shares under Physical mode and the same be dematerialized in due course of time.
As regards the Appointment of Company Secretary, the Company is making full attempt to appoint Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of Particulars in the Report of Board of Directors] Rules, 2014 is given as below. The disclosure of particulars with respect to Conservation of Energy is not applicable in the case of your Company.
Particulars as required under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 and forming part of Directors' Report for the year ended 31st March, 2023.
* Saving in Electricity consumption will be continuous available to the Company.
STOCK EXCHANGE
The Company is listed on the Stock Exchange.
1. Bombay Stock Exchange Ltd.
DIRECTORS AND KMP
The Company has an active, experienced diverse and a well informed Board. The Board alongwith it's Committee undertakes its fiduciary duties keeping in mind the interest of all its stakeholders and the Company's Corporate Governance philosophy.
The Board consists of 3 Directors, out of which one is Managing Director and other two Directors are Independent Directors. THUS THERE IS NO QUESTION OF DIRECTORS RETIRING BY ROTATION.
Further, 3$ specified by the Secretarial Auditor, we state that none of the Directors on the Board of the Company have been debarred or disqualified from continuing as Director of the Company us prescribed by SEB1 and also confirmed by our Secretarial Auditor.
As required pursuant to Reg.26(4) and 36(3) of Listing Reg. & Sec. Standard on General Meetings issued by the ICS1, New Delhi, in respect of Director seeking appointment/re- appointment at this AGM are annexed.
Declaration by Independent Directors, Mr. Jayesh V. Valia, Mr. Sunil Vasantrao Patil, and Mrs. Madhu Nitin Kanadia, Independent (Women) Director that they meet the criteria pursuant to provisions of Sec 149 (c) of the Companies Act, 2013 are received by the Company.
As regards the appointment of (Woman) Director under Section 149 of the Companies Act, 2013, your company has already appointed Mrs. Madhu Nitin Kanadia as an Independent (NonExecutive) (Woman) Director as per the Board of Directors Meeting held on November 2, 2021.
Pursuant to Section 2(19) and Section 203 and other applicable provision of the Companies Act 2013, presently Mr. Jayesh Vinodrai Valia, Managing Director, who is well conversant with financial activities of the company was appointed as Managing Director cum Chief Financial Officer (CFO) with effect from June 25, 2021. Further Mr. Jayesh Valia will not be drawing any additional remuneration on account of holding CFO position as our company is passing through liquidity crunch.
DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY DIRECTOR FROM A COMPANY
None of the Directors of the Company are receiving any Commission from the Company; hence the requirement of disclosure is not applicable.
DISCLOSURE ABOUT RECEIPT OF COMMISSION / REMUNERATION BY MANAGING DIRECTOR / WHOLE-TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
Since the Company does not have any Holding or Subsidiary Company, the requirement of disclosure is not applicable. None of the Director or Whole-time Directors of the Company are receiving any Commission or Remuneration from its Holding or Subsidiary Company or any Group Companies
EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the provisions of the Act and the Listing Regulations, the Board had carried out performance, evaluation of its own, the Board Committee and of the Independent Directors and found to be very satisfactory.
REPORTING OF FRAUD
The Auditors of the Company have not reported any instances of Fraud Committed against the Company by its officers or employees as specified Under Section 143(12) of the Companies Act, 2013.
SHARES BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review, hence THE REQUIREMENT OF DISCLOSURE IS NOT APPLICABLE.
BONUS SHARES
No Bonus Shares were issued during the year under review, hence the requirement of disclosure is not applicable.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees, hence the requirement of disclosure is not applicable.
EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS
The Company has not issued any Equity Shares with Differential Voting Rights during the year under review hence the requirement of disclosure is not applicable.
FAMILIARIZATION PROGRAMME
The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company and related matters are put on the website of the company at the link: wwvy.barrelpgQple,cpm
RISK MANAGEMENT
Pursuant to Section 134(3) (n) of the Companies, Act, 2013 and relevant Regulation of Listing Regulation 2015, the Company has adopted a Risk Management Policy for the identification and implementation of a Risk Mitigation Plan for the Company. The company has included appropriate procedures to inform the Board about the Risk Assessment and minimization procedures. The Board periodically revisit and reviews the overall Risk Management Plan for making desired changes in response to the dynamics of the business.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Details in respect of Vigil Mechanism and Whistle Blower Policy are provided in the Corporate Governance report forming Part of this Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/JUDICIAL AUTHORITY
SEBI has passed an Order and the same are clarified in the Secretarial Auditor's Report i.e. C S Khushal B. Bajaj, in his Report dated May 30, 2023, and the same are self-explanatory barring the above, there are no significant materials orders passed by the Regulatory, which could impact the going concern status of the company and in its future.
BSE has levied a penalty for Non -Appointment of Company Secretary and the Company has requested to waive the fine. The matter is under consideration.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to our Company. INTERNAL CONTROL SYSTEMS
The Company has got internal control system commensurate to the size and the systems and operations. It is supplemented by extensive internal audit procedures, reviewed by Management and Audit Committee. The internal audit covers all the activities of the company. Company reviews findings of internal audit system on regular basis and they are upgraded based on internal audit recommendations. Your company's statutory Auditors' have confirmed the adequacy of internal control systems.
RESPONSIBILITY STATEMENT UNDER SECTION 134 f51
Pursuant to section of the Companies Act 2013, based on internal financial control, work performed by Internal Statutory, Secretarial Auditors, the reviewed performed by the Management, the confirmation is hereby given for the company having:
i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and wherever required, proper explanations relating to material departures have been given.
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 at the end of the financial year and of the profit or loss of the Company for that period.
iii. Proper and sufficient care has been taken 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 Accounts have been prepared on a going concern basis.
v. The Directors had laid down internal financial controls and such internal financial controls are adequate and were operating efficiently.
vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating efficiently.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee including the Board of Directors of the Company
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/ EMPLOYEES
The details as required under Sec.197 of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel).
None of the Directors/KMP/Employees are drawing remuneration in excess of the limits during the year under review.
Details of remuneration paid during the Financial Year 2022-2023
1. The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year.
The Fees paid to Executive Director/Independent Directors/KMPs are as under DIRECTORS
SITTING FEES
NIL
SALARY TO MANAGING DIRECTOR AND KEY MANAGERIAL PERSONNEL
1. The number of permanent employees on the rolls of Company as on March 31, 2023:
92
2. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is affirmed that the remuneration paid is as per the Remuneration Policy applicable for Directors, Key Managerial Personnel and other employees, adopted by the Company.
DIRECTORS SEEKING APPOINTMENTS & RE-APPOINTMENT
As stated, Pursuant to Regulation 36 of SEBI (LODR) Regulation 2015, the Directors to be reappointed at this AGM and the same are annexed herewith.
All the Independent Directors of the Company have been appointed as per the provisions of the Act and the SEBI Listing Regulations.
TAXATION
The Companies Income Tax Assessment have been completed upto the Financial Year 20192020.
INDUSTRY STRUCTURE, DEVELOPMENTS, OPPORTUNITIES AND OUTLOOK
Industrial Packaging is the largest manufacturer in India. Steel Drums are utilized for safe packaging and transportation of liquid/semi liquid/pulp/greases/powders etc.
The main drivers of rigid Industrial Packaging are:
1. Growth of underlying custom Industries Rigid Industrial packaging demand is closely correlated with the underlying growth of customer Industries (Chemical Industiy with largest influence).
2. Substitution across Packaging segment shift between different materials due to changing customer needs.
3. Standardization increases comparability between packaging products.
INDUSTRY OUTLOOK
The year 2023 has continued to see bouts of uncertainty that have tested the growth
conditions across the world. Headline inflation continues to remain elevated exceeding the comfort zone of the monetary authorities and it would result in continued uncertainty in the financial market and a carry- on impact of the economic conditions. The Indian economy too encountered head winds during the year. Following the sharp rebound in domestic economic activity during the Financial Year 2022-2023 was a year of normalization with demand in many Sectors gradually moderated, yet remaining robust.
POSSIBLE CHALLENGES DUE TO PANDEMIC
We have experienced a serious market arrest due to Pandemic in the previous years. All the inter border trades were stopped to mitigate the life risk affecting the entire industry thereon. The rise in Omicron variant - leading to re-imposing of the lock down - is an example of the same. Such threats are likely to impact the industry drastically once again
INDUSTRIAL RELATIONS
Industrial Relations with all the employees of the Company were cordial during the year under review.
SEXUAL HARASSMENT ON WOMEN (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has formed an Internal Complaints Committee (ICC) which is responsible for Redressal of complaints related to Sexual Harassment as per the policy.
During the year under review, there was no complaint of Sexual Harassment on women/employees.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT OVERALL (MD&A)
During the year 2022-2023 the Global economy showed positive results and that also helped in the revival of Asian Economic Growth. However the same are given separately forming Part of the Board of Directors' Report.
CORPORATE GOVERNANCE
A Report on Corporate Governance alongwith a Certificate from Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of SEBI LODR forms Part of this Annual Report.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD
The applicable Secretarial Standard i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors' and General Meetings have been duly complied by the company.
INSIDER TRADING REGULATIONS & CODE OF DISCLOSURE
The Board of Directors have adopted the Code of Practice and procedures for fair disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and conduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance with the requirements
ofthe SEBI (Prohibition of Insider Trading] Regulation 2015.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions [RPT] entered into by the Company during the year under Review were at arms' length basis in the Ordinary course of business.
There were no materially significant Related Party Transactions made by the Company with the Promoters/Directors/KMP or other designated persons which could have potential conflict with the interest of the Company at large. All the Related Party Transactions (RPT] are placed before the Audit Committee for its approval. As such, no particulars of such contracts or arrangements are furnished. The same has been enumerated in Note No .31 of the Balance- Sheet
In accordance with the requirement of SEBI, LODR the Company has formulated and adopted policy for determining materiality of and dealing with RPTs. Those policies have been amended from time to time with the amendment of SEBI, LODR. These codes and policies are already displayed on Company's website at www.barrelpeople.com.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
The Company has always been socially conscious corporate and has always carried forward all its operations and procedures for Environment friendly norms with all necessary clearances.
GREEN INITIATIVES
Electronic copies of the Annual Report 2022-2023 and the Notice of the AGM are sent to all the members whose email addresses are registered with the R&T Agents i.e. M/s. Link Intime (I] PvL Ltd.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to the State and Central Government for their cooperation and dedicated and devoted services rendered by the employees of the Group of Company at all levels. Your Directors also thank the Bankers, customers, shareholders and the suppliers of your Company for their co-operation and valuable support
FOR & ON BEHALF OF THE BOARD