Your Directors have pleasure in presenting 40rh Annual Report of Deccan Bearings Ltd ['TheCompany'], together with the Audited Financial Statements [standalone and consolidated) for theFinancial Year ended March 31,2025.
Particulars
2024-25
2023-24
Revenue from Operations
0.00
Other Income
4,00,790.10
4,56,618.00
Total Income
Total Expenses
19,98,188.00
22,25,590.00
Profit before Tax
fl5,97,398.00)
(17,68,972.00)
Total Tax Expenses
39,446.00
Net Profit/fLoss)
fl6,36,844.00)
Earnings Per Equity Share [in Rs.)
Basic
[0.75)
(0.81)
Diluted
Note: Previous year's figures have been regrouped/reclassified wherever necessary tocorrespond with the currentyear’s classification/disclosure.
During the year under review, there was no Revenue from operations of the Company otherincome for FY 2024-25 was Rs. 4,00,790.00 as compared to Rs. 4,56,618.00 for FY 2023-24. Theloss after tax ["PAT”) attributable to shareholder for FY 2024-25 was Rs. 16,36,844.00 as againstRs. 17,68,972.00 for FY 2023-24.
Earnings per share was Rs [0.75) [Basic) and [Diluted) stood at in FY 2024-25 as compared toRs.[0.81) [Basic) and [Diluted) in FY 2023-24.
The company's Financial Statements have been prepared in compliance with the IndianAccounting Standards [lnd-AS) as notified under the Companies [Indian Accounting Standards)Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicableprovisions of the Act The annual accounts have been prepared without any significant deviationsfrom the prescribed accounting norms.
The company ensures timely adoption of new or amended lnd-AS as applicable, and any materialimpact arising from such changes is appropriately disclosed in the financial statements. Thefinancial reporting process involves a thorough review by the finance team and consultation withexternal auditors to ensure adherence to statutory requirements.
Your Directors do not propose to transfer any amount to General Reserves for the year underreview.
There was no change in the nature of business of the Company during the year.
Your Directors did not recommend any dividend for the year.
There has been no increase/decrease in the Authorized Share Capital of your Company duringthe year under review.
*Subsequent to the end of the financial year, with the approval of Members in the Extra ordinaryGeneral Meeting held on 27th May, 2025 the Authorised vcapital of the company from Rs.3,25,00,000/- (Rupees Three Crore Twenty Five Lakhs only) consists of 32,50,000 (Thirty TwoLakhs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 20,00,00,000/-(Rupees Twenty Crore Only) consisting of 2,00,00,000 {Two Crore) Equity Shares of face value ofRs. 10/- (Rupees Ten only)
** Subsequent to the end of the financial year in the Extra ordinary General Meeting held on 27thMay, 2025 the company has issued and allot 1,78,16,666 (Equity Shares of the Company of facevalue of Rs. 10/- per Equity Share at an issue price of Rs. 10/- each, aggregating to Rs.17,81,66,660/- to the Non promoters.
The Company's equity shares are listed on the following Stock Exchange:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001, Maharashtra, India;
The Company does not have any Subsidiary, Associates and Joint Venture companies
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies(Management and Administration) Rules, 2014, the Annual Return of the Company isavailable on the website of the Company at www.deccanbearings.in.
Management's Discussion and Analysis Report for the year under review, as stipulated underRegulation 34 (3] read with Schedule Part V of the SEBI [Listing Obligations andDisclosures Requirements] Regulations, 2015 with Stock Exchange in India, is presentedin a separate Annexure -I forming part of the Annual Report.
The Company recognizes that a diverse and well-balanced Board is fundamental to its sustainedsuccess and effective governance. In alignment with the provisions of Section 149 of theCompanies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements] Regulations, the composition of the Board reflects an optimal mix of Executiveand Non-Executive Directors.
The Board comprises individuals with a wide spectrum of expertise, including industryknowledge, financial acumen, legal insight, and operational experience. The Directors also bringin diverse regional, cultural, and geographical perspectives, which contribute meaningfully toinformed decision-making and help maintain the Company's strategic edge in a competitiveenvironment
As of March 31, 2025, the Board consisted of seven [7] Directors, including:
• One Executive Directors and
• Six Independent Director including one Woman Independent Director
During the Financial Year 2024-25:
1. Mr. Priyankbhai Vasantbhai Ghelani (DIN: 10989804] appointed as (Executive- ManagingDirector] Additional Director of the Company w.e.f 15th March, 2025 and regularised atthe Extra-Ordinary General Meeting dated 27th May, 2025;
2. Mrs. Aakansha Vaid (DIN: 02796417] appointed as (Non-executive Independent]Additional Director of the Company w.e.f 22nd October, 2024 and regularised at the Extra¬Ordinary General Meeting dated 27th May, 2025;
3. Mr. Nitin Arvind Oza (DIN: 03198502] appointed as (Non-executive Independent]Additional Director of the Company w.e.f 22nd October, 2024 and regularised at the Extra¬Ordinary General Meeting dated 27th May, 2025;
4. Mr. Nishith Trivedi (DIN: 10332082] appointed as (Non-executive Independent]Additional Director of the Company w.e.f 15th March, 2025 and regularised at the Extra¬Ordinary General Meeting dated 27th May, 2025;
5. Mr. Ajay Jagdishbhai Gohel [DIN: 10989812) appointed as [Non-executive Independent)Additional Director of the Company vv.e.f 15th March, 2025 and regularised at the Extra¬Ordinary General Meeting dated 27th May, 2025;
6. Mr. Ritesh Mohan Parab [DIN: 09494605) resigned from the post of Managing Directorvv.e.f 01st December, 2024;
7. Mr. Vinay Tendulkar Harishchandra [DIN: 00343153) Director (Non- ExecutiveIndependent) of the Company w.e.f 01st December, 2024;
8. Mr. Priyankbhai Ghelani appointed as Chief Financial Officer (CFO) of The Company w.e.f15* March, 2025;
9. Ms. Asha Pal (Membership No. A58325) appointed as Company Secretary of the Companyw.ef 11th February, 2025;
10. Ms. Asha Pal who was appointed as Chief Financial Officer on 11th February, 2025resigned from the post of CFO w.e.f 25th February, 2025;
11. Mrs. Archana Sharma (Membership No: A38513) who was appointed as CompanySecretary of the Company on 16th August, 2024, resigned from the Company w.e.f 10thFebruary, 2025;
12. Mrs. Archana Sharma who was appointed as Chief Financial Officer of the Company on05* September, 2024 resigned as Chief Financial Officer of the Company w.e.f 10thFebruary, 2025;
13. Mr. Vimal Amrutlal Marvanis resigned from the post of CFO on 21st June, 2024;
14. Mr. Ritesh Mohan Parab (DIN: 09494605) retire by rotation and be and is hereby re¬appointed as a Director of the Company on 39th Annual general Meeting held on 30thSeptember, 2024;
15. Ms. Sneha Lohogaonkar (Membership No. A49891) resigned from the post of CompanySecretary and Compliance Officer of the Company w.e.f. 14th August, 2024;
Pursuant to the provisions of Section 152 ofthe Act read with the relevant rules made thereunder,one-third of the Directors are liable to retire by rotation every year and if eligible, offerthemselves for re-appointment at the AGM.
Mr. Priyanbhai Vasantbhai Ghelani (DIN: 10989804), who retires by rotation as a Director beinglongest in the office are liable to retire by rotation atthe ensuing Annual General Meeting ("AGM")and being eligible, has sought re-appointment. Based on recommendation of the Nomination andRemuneration Committee, the Board of Directors has recommended their re-appointment andthe matter is being placed for seeking approval of members at the ensuing Annual GeneralMeeting of the Company.
Pursuant to Regulation 36 of the SEB1 Listing Regulations read with Secretarial Standard-2 onGeneral Meetings, necessary details of Mr. Priyanbhai Vasantbhai Ghelani (DIN: 10989804), areprovided as an Annexure to the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed as Directors asspecified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules, 2014.
1. Mr. Priyanbhai Vasantbhai Ghelani is Chief Financial Officer of the Company
2. Ms. Asha Pal is the Company Secretary of the Company
The Company has four Independent Directors, namely Mr. Sandip Keshav Pawar, Mrs. ShilpaSagar Parab, Mr. Nishith Trivedi Trivedi, Mr. Ajay Jagdishbhai Gohel, Mrs. Aakansha Vaid and Mr.Nitin Arvind Oza. Each of them has submitted the requisite declarations under Section 149(7) ofthe Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of theAct and Regulation 16(l)(b) of the SEB1 Listing Regulations.
In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directorshave further confirmed that they are not aware of any circumstances or situations that couldimpair their independence or affect their ability to exercise objective judgment free from externalinfluence.
The Board of Directors has reviewed and duly noted these declarations and confirmations afterconducting a thorough assessment of their accuracy. The Independent Directors have alsoaffirmed compliance with the provisions of Schedule IV of the Act (Code for IndependentDirectors) and the Company's Code of Conduct. There has been no change in the status orcircumstances that would affect their designation as Independent Directors during the reportingperiod.
Additionally, the Company has received confirmation from all Independent Directors regardingtheir registration in the Independent Directors' databank, maintained by the Indian Institute ofCorporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014.
The terms and conditions of appointment of the Independent Directors are placed on the websiteof the Company at www.deccanbearings.in.
Your Company has adopted a formal Familiarisation Programme for Independent Directors tosupport their effective participation on the Board. As part of the familiarisation process, theCompany provides detailed insights into its business operations, industry dynamics,organizational structure, and group-level businesses. Independent Directors are also informedabout the regulatory and compliance obligations under the Companies Act, 2013 and the SEBIListing Regulations.
The details of Familiarization Programmes are placed on the website of the company and thewebsite of the company www.deccanbearings.in.
Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of theCompany for the year ended 31st March, 2025; the Board of Directors hereby confirms that:
I. In the preparation of the annual accounts for the financial year ended March 31,2025, theapplicable accounting standards have been followed and there were no materialdepartures;
II. The Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31, 2025 and of the profit ofthe Company for the year ended on that date;
III. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and
VI. The Directors have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
During the year under review, the Board has demonstrated a high level of involvement in guidingthe Company, supported by detailed discussions and timely decisions. In cases of urgent orextraordinary matters arising between scheduled meetings, the Board’s approval is obtainedthrough resolutions passed by circulation, in accordance with the provisions of the Act andrelevant rules. These resolutions are noted and ratified at the subsequent Board meeting toensure formal documentation and compliance.
During the financial year. Nine (9) meetings of the Board of Directors were held, the details ofwhich are given in the Corporate Governance Report of the Company, which forms a part of theAnnual Report and is annexed as Annexure-II. The intervening gap between the meetings waswithin the prescribed period under the Act and the SEBI Listing Regulations.
As on 31st March, 2025 the paid up share capital of the company was not exceeding Rs. 10 Cr. andnet worth not exceeding Rs. 25 Cr. Hence, the Corporate Governance Report not applicable.However, the Company given the Corporate Governance Report as part of the Annual Report andis annexed as Annexure-II
During the year under review, the Independent Directors of the Company met 1 (one) time onFebruary 14,2025.
The Company has established a comprehensive framework for evaluating the performance of theBoard of Directors, its Committees, and individual Directors, in line with the requirements ofSections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and theCompany's Nomination and Remuneration Policy. As part of this evaluation process, structuredand confidential questionnaires were circulated to all Directors to obtain feedback on variousaspects of the Board's functioning, the effectiveness of its Committees, and the performance ofeach Director. The observations and responses received were compiled, analyzed, andsubsequently presented to the Chairman of the Board for review and discussion.
As on March 31, 2025, the Board has constituted the following committees:
-Audit Committee
- Nomination and Remuneration Committee
- Stakeholder's Relationship Committee
During the year, all recommendations made by the committees were approved by the Board.
Details of all the Committees such as terms of reference, composition and meetings held duringthe year under review are disclosed in the Corporate Governance Report, which forms part of thisAnnual Report.
As per Section 135 of the Companies Act, 2013 all companies having net worth of'500 crore ormore' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during anyfinancial year are required to constitute a appropriate corporate social responsibility CSRCommittee of the Board of Directors comprising there or more directors, at least one of whom anindependent director and such company shall spend at least 2 % of the average net profits of theCompany's three immediately preceding financial year. The Company presently does not with anyof the criteria stated herein above.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
1. During the period under review An Open Offer has been made pursuant to Regulations3(1) and 4 read with 13(1) and 15(1) of the Takeover Code for the purpose of substantialacquisition of equity shares and control by Mr. Paresh Gushabhai Satani, Mr. TanujPareshkumar Satani, Mr.Chirag Ramjibhai Satani and Mr. Ramjibhai Gushabhai Satani viaPublic announcement made on dated 22nd April, 2025;
2. A Share Purchase Agreement has been executed on April 22, 2025, amongst the Mr.Paresh Gushabhai Satani (Acquirer) and Mr. Satyajit Mishra (Seller) pursuant to which
the Acquirer have agreed to acquire 11,47,504 [Eleven Lakhs Forty Seven Thousand FiveHundred and Four) Equity Shares of the Target Company constituting 52.56% of theexisting paid-up Equity Share Capital of the Target at ?10/-[Rupees Ten) per EquityShare;
3. Further, all the Acquirers are taking steps to acquire up to 1,27,64,477 fully paid-up equityShares of Rs.10/- each by way of preferential allotment representing 63.82% of the fullydiluted expanded paid-up capital of the company
a. Preferential Issue and Allotmentof 1,78,16,666 Equity Shares of Face Value of Rs.10/- each to Non Promoter [s) of the Company.
b. Increase in Authorized Share Capital of the Company up to Rs. 20,00,00,000/-[Rupees Twenty Crore Only) consisting of 2,00,00,000 [Two Crore) Equity Sharesof Face Value of Rs. 10/- [Rupees Ten Only) Per Equity Share.
c. Approval of Loans, Investments, Guarantee or Security Under Section 185 ofCompanies Act, 2013.
d. Make Loans or Investments) or Provide Security and Guarantee in excess of thePrescribed Limits Under Section 186 of the Companies Act, 2013.
The current policy is to have an appropriate mix of executive and independent directors tomaintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March, 2025, the Board consists of 6 members. Out of which Two areexecutive Director, Three non - executive Independent Director and One non - executive NonIndependent Director.
The policy of the Company on directors appointment and remuneration, including criteria fordetermining qualifications, positive attributes, independence of a director and other mattersprovided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Boardand are stated in this Board report. We affirm that the remuneration paid to the directors is asper the terms laid out in the nomination and remuneration policy of the Company
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nominationand Remuneration and Stakeholders Relationship Committee. A detailed note on the compositionof the Committees is provided in the corporate governance report section ofthis Annual Report
Deccan Bearings Ltd is exposed to risks such as liquidity risk, Interest rate risk. Credit risk andOperational risk that are inherent in the construction cum infrastructure businesses and hasextended the scope in the petroleum business. The infrastructure and realty segment presentlywitnessing down trend. The Company decides to follow the infrastructure and governmentsponsored projects in future as well as petroleum business.
The establishment of an effective corporate governance and internal control system is essentialfor sustainable growth and long-term improvements in corporate value, and accordingly DeccanBearings Ltd India Limited works to strengthen such structures. We believe that a strong internalcontrol framework is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with the sizeand complexity of its operations. The internal controls ensure the reliability of data and financialinformation to maintain accountability of assets.
The Company has an effective internal control and risk-mitigation system, which is constantlyassessed and strengthened with new/revised standard operating procedures. These controlsensure safeguarding of assets, reduction and detection of fraud and error, adequacy andcompleteness of the accounting records and timely preparation of reliable financial information.Critical functions are rigorously reviewed and the reports are shared with the Management fortimely corrective actions, if any. Business risks and mitigation plans are reviewed and the internalaudit processes include evaluation of all critical and high-risk areas.
The internal and operational audit is entrusted to M/s Manas Das & Co. The main focus of internalaudit is to review business risks, test and review controls, assess business processes besidesbenchmarking controls with best practices in the industry. Significant audit observations andfollow-up actions thereon are reported to the Audit Committee. For ensuring independence ofaudits, internal auditors report directly to the Audit Committee, any. Business risks andmitigation plans are reviewed and the internal audit processes include evaluation of all criticaland high-risk areas.
M/s. PAMS & Associates, FIRM Registration No: FRN: 316079E were appointed as StatutoryAuditors of the Company for a period of five consecutive years from the 39th Annual GeneralMeeting (AGM) to 43rd AGM on a remuneration mutually agreed upon by the Board of Directorsappointed in the 39th AGM held on 30th September, 2024 and the Statutory Auditors. Pursuant tothe amendments made to Section 139 of the Act by the Companies [Amendment) Act, 2017effective from May 07, 2018, the requirement of seeking ratification of the Members for theappointmentofthe Statutory Auditors has been withdrawn from the Statute. Hence the resolutionseeking ratification of the Members for continuance of their appointment at this AGM is not beingsought.
The Auditors have not made any qualification to the financial statement. Their reports on relevantnotes on accounts are self-explanatory and do not call for any comments under section 134 of thecompanies Act, 2013.
M/s Amarendra Mohapatra & Associates, Practicing Company Secretary was appointed toconduct the Secretarial audit of the Company for the financial year 2024-25, as required underSection 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report forF.Y. 2024-25 is Annexure-IH to this Board's Report.
The Board recommended to appoint M/s Amarendra Mohapatra & Associates, PracticingCompany Secretary for the financial year 2025-26 to 2027-28.
The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related party transactions isuploaded on the Company's website. All related party transactions are placed before the AuditCommittee for approval. Prior omnibus approval of the Audit Committee is obtained on an annualbasis which is reviewed and updated on quarterly basis. Pursuant to the Section 134(3) (h) of theCompanies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were nocontract where in the related parties are interested. In accordance with the provisions of theCompanies Act, 2013, the details of related party transactions are available in the Notes to theStandalone financial statements section of the Annual Report.
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 formpart of the notes to the financial statements provided in this Annual Report.
We take this opportunity to thank employees at all levels for their dedicated service andcontribution made towards the growth of the company. The relationship with the workers of theCompany's manufacturing units and other staff has continued to be cordial. To ensure goodhuman resources management at the company, we focus on all aspects of the employee lifecycle.Duringtheir tenure atthe Company, employees are motivated through various skill-development,engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, noemployee(s) drawing remuneration in excess of limits set out in said rules forms part of theannual report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report isbeing sent to the members of the Company and others entitled thereto. The said information isavailable for inspection atthe registered office of the Company during business hours from 11a.m. to 5 p.m. on working days of the Company up to the date of the ensuing Annual GeneralMeeting. Any shareholder interested in obtaining a copy thereof, may write to the CompanySecretary in this regard.
As per the Cost Audit Orders, Cost Audit is not applicable to the Company's products/business ofthe Company for FY 2024-25.
The details of conservation of Energy, Technology Absorption are notapplicable in the case ofthecompany. However, the company tookadequate steps to conserve the Energy and used the latesttechnology.
During the year under review there were no foreign Exchange Earnings. The Foreign Exchangeoutgo is Nil.
All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goodsofthe company lying at different locations have been insured against fire and allied risks.
Directors are thankful to their bankers for their continued support to the company.
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassmentat the workplace in line with the provisions ofthe Sexual Harassment of Women at workplace(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention andredressal of complaints of sexual harassment at workplace. The policy is uploaded and can beviewed on the Company's website www.deccanbearings.in.
The details of Number of complaints of Sexual Harassment received. Number of complaintsdisposed ofand Number of cases pending for more than ninety days in the Financial Year as statedbelow:
SL No.
Comments
1
Number of complaints of sexual harassmentreceived in the year
NIL
2
Number of complaints disposed off during the year
3
Number of cases pending for more than ninety days
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, Banks, Shareholders andcustomers for their continued support extended to the company at all times. The Directors furtherexpress their deep appreciation to all employees for commendable teamwork, high degree ofprofessionalism and enthusiastic effort displayed by them during the year.
By Order of BoardFor DECCAN BEARINGS LIMITED
SD/- SD/-
Date: 05.09.2025 PRIYANKBHAIV GHELANI NISHITH TRIVEDI
Place: Mumbai Managing Director Director
DIN:10989804 DIN:08166461