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Bang Overseas Ltd.

BSE: 532946 Sector: Industrials
NSE: BANG ISIN Code: INE863I01016
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VOLUME 22620
52-Week high 37.60
52-Week low 11.50
P/E 12.57
Mkt Cap.(Rs cr) 48.07
Buy Price 0.00
Buy Qty 0.00
Sell Price 35.45
Sell Qty 7.00
OPEN 36.25
CLOSE 35.70
VOLUME 22620
52-Week high 37.60
52-Week low 11.50
P/E 12.57
Mkt Cap.(Rs cr) 48.07
Buy Price 0.00
Buy Qty 0.00
Sell Price 35.45
Sell Qty 7.00

Bang Overseas Ltd. (BANG) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting their 23rd Annual Report of the Companytogether with the Audited Financial Statement for the year ended 31st March 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Description Standalone Consolidated
Year ended 31.03.2015 Year ended 31.03.2014 Year ended 31.03.2015 Year ended 31.03.2014
Revenue 12888.54 16337.55 14884.87 19528.73
Other Income 278.41 311.58 337.53 433.32
Total Expenditure 12980.71 15816.79 14972.67 19159.23
Earnings before Interest Depreciation and Tax (EBIDT) 186.24 832.34 249.73 802.82
Less: Interest 484.79 486.60 543.71 531.00
Earnings Before Depreciation and Tax (EBDT) (298.55) 345.74 (293.98) 271.82
Less: Depreciation 264.06 124.29 297.27 141.15
Profit before Tax (PBT) (562.61) 221.45 (591.25) 130.67
Less: Adjustment of Exceptional Item 0.00 1850.24 0.00 1850.69
Profit/ (Loss) before Tax after Exceptional items (562.61) (1628.79) (591.25) (1720.02)
Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment) (30.67) (8.48) (31.83) (11.22)
Profit/(Loss) after Tax (PAT) (531.94) (1620.31) (559.42) (1708.80)

PERFORMANCE REVIEW

Stand Alone

During the year under review the Company has achieved revenue of Rs. 12888.54 Lacs asagainst Rs. 16337.55 Lacs in previous year. The Company has incurred a Net loss after taxof Rs. 531.94 Lacs as against Net loss after tax of Rs. 1620.31 lacs for the correspondingprevious financial year. Due to adverse market conditions the turnover of your companyhas been decreased. Your Directors are hopeful for better sales realisation and profit inthe next year.

Consolidated

During the year under review the Company has achieved revenue of Rs. 14884.87 Lacs asagainst Rs. 19528.73 Lacs in previous year. The Company has incurred a Net loss after taxof Rs. 559.42 Lacs as against Net Loss after tax of Rs. 1708.80 lacs for the correspondingprevious financial year.

DIVIDEND AND TRANSFER TO RESERVES

In view of the business loss incurred during the year your Director’s do notrecommend any dividend for the year 2014-15. No amount is transferred to reserves.

The Register of Members and Share Transfer Books will remain closed from September 242015 to September 29 2015 (both days inclusive). The Annual General Meeting of theCompany will be held on September 29 2015.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE

FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There is no material changes and commitments occurred which affecting the financialposition of the Company between the end of the financial year and as on the date of thisreport.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed andimplemented by the Company are adequate.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 and Accounting Standard (AS) - 21 onConsolidated Financial Statements read with AS - 23 on Accounting for Investments inAssociates the Audited Consolidated Financial Statement is provided in the Annual Report.

Business Outlook Operations and Performance are discussed in detail in the ManagementDiscussion & Analysis forming a part of this Report and have not been incorporatedhere to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review your Company has following subsidiaries:

1. Vedanta Creations Limited

2. A.S. Raiment Pvt Ltd.

3. Bang Europa s.r.o.

4. Bang HK Limited

There is no change in the subsidiaries of the Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of financial statements of subsidiaries associates and jointventure companies in Form AOC-1 is attached to the Notes forming a part of consolidatedfinancial statement. The Company does not have any material subsidiary. The policy fordetermining material subsidiaries framed by the Board of Directors is available on websiteof the Company at the linkhttp://www.banggroup.com/images/policies/Policy%20for%20Determining%20Material%20Subsidiaries_BOL.pdf

The separate audited financial statements in respect of each of the subsidiarycompanies for the year ended March 31 2015 is placed on the Company’s websitewww.banggroup.com and shall also be kept open for inspection at the Registered Office ofthe Company. The Company will also make available these documents upon request by anyMember of the Company interested in obtaining the same.

DEPOSITS

The Company does not have “Deposits” as contemplated under Chapter V of theCompanies Act 2013. Further the Company has not invited or accepted any such depositsduring the year ended March 31 2015.

STATUTORY AUDITORS

At the Annual General Meeting Members are requested to ratify the appointment of M/s.Rajendra K. Gupta & Associates Chartered Accountants Mumbai (Registration No.108373W) as Auditors of the Company made by resolution passed at the 22nd Annual GeneralMeeting of the Company to hold office from the conclusion of the 22nd Annual GeneralMeeting until the conclusion of the 25th Annual General Meeting for the balance term andaccordingly they continue to hold office from the conclusion of the 23rd Annual GeneralMeeting until the conclusion of the 25th Annual General Meeting on such remuneration asmay be fixed by the Board.

DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION & ADVERSE REMARK IN AUDITOR'S REPORT:

The Auditors has made qualification and marked adversely in their report in the para(i)(a) and (i)(b) in respect of the report under Companies (Auditor's Report) Order 2015.

The Directors comment on these qualification and remarks as- The management will makenecessary efforts to maintain the quantitative details and situation of fixed assets andalso to physically verify the same at reasonable intervals.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs. 1356 Lakhs. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity nor made any provision for purchase of its ownshares by employees or by trustees for the benefit of employees.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013is given by way of Annexure A to this Report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed hereto as Annexure Band forms part of this report.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the Financial year Mr. Mithilesh Kumar Sinha an Independent Director of theCompany resigned as director w.e.f. November 03 2014. The Board has placed on record itsappreciation for the outstanding contribution made by Mr. Mithilesh Kumar Sinha during histenure of office.

Pursuant to Section 149 of the Companies Act 2013 and Clause 49 of the Listingagreement the Board at its meeting held on February 02 2015 appointed Mrs. SwatiSahukara as an additional independent Director.

Ms. Nishi VijayVargiya has resigned from the post of Company Secretary w.e.f. June 302014 and Ms. Hemali Gohil has been appointment as Company Secretary of the Company w.e.f.September 22 1014.

None of the Directors of the Company is disqualified under Section 164(2) of theCompanies Act 2013.

Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. RaghvendraBang retires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for reappointment.

B) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee.

While independent directors in their separate meeting have carried out to assess theperformance of Chairman & MD and other Directors of the Board more particularly abouttheir business acumen and contribution to the Company the performance evaluation of theIndependent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of duties obligations responsibilities andgovernance.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year the details of which are given inthe Corporate Governance report that forms part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Additionally during the financial year ended March 31 2015 a separate meeting of theIndependent Directors was held in compliance with the requirements of the Companies Act2013 and Clause 49(II)(B)(6) of the Listing Agreement.

PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The details of the investments made by company is given in the notes to the financialstatements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section188(1) of the Companies Act 2013 entered by the Company during the year under review withrelated party (/ies) are in the ordinary course of business and on arms’ lengthbasis. Hence Section 188(1) is not applicable and consequently no particulars in formAOC-2 have been furnished. Related Party transaction policy is posted on the website ofthe company and is available at http:// www.banggroup.com /images / policies /Policy%20on%20Related%20Party%20Transactions_BOL.pdf

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has in compliance with the provisions of section204 of the companies Act 2013 appointed Mr. Hitesh Kothari Partner Kothari H. &Associates Practicing Company Secretary to carry out secretarial audit of the company forthe financial year 2014-15.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed asAnnexure C to this report. No adverse comments have been made in the said report by thePracticing Company Secretary.

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are set out in Annexure D hereto which forms part of this report.

During the financial year 2014-15 there were no employee in the Company whoseparticulars are required to be given in terms of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

However in accordance with the provisions contained in the proviso to Section 136(1)of the Companies Act 2013 the aforesaid particulars are not being sent as a part of thisAnnual Report. Any Member interested in obtaining a copy of the same may write to theCompany Secretary at the registered office of the Company.

VIGIL MECHANISM:

The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with theprovisions of section 177 of the Companies Act 2013 read with Clause 49 of the ListingAgreement. Further details in respect of the vigil mechanism is provided in the corporategovernance report which forms part Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a Nomination and Remuneration Committee in accordance with theprovisions of Section 178 of the Companies Act 2013 and Clause 49 of the ListingAgreement. Kindly refer section on Corporate Governance under the head ‘Nominationand Remuneration Committee’ for matters relating to constitution meetings functionsof the Committee and the remuneration policy formulated by this Committee. The Nomination& Remuneration policy is annexed hereto as Annexure E and forms part of this report.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013 and Clause 49 of the listing agreement. Kindly refer to thesection on Corporate Governance under the head ‘Audit Committee’ for mattersrelating to constitution meetings and functions of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

A Stakeholders Relationship Committee is in existence in accordance with the provisionsof section 178 of the Companies Act 2013. Kindly refer to the section on CorporateGovernance under the head ‘Stakeholders Relationship Committee’ for mattersrelating to constitution meetings and functions of the Committee.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of Clause 49 of the Listing Agreementregarding Corporate Governance. A Report on the Corporate Governance and PracticingCompany Secretary’s Certificate on Compliance of Corporate Governance are annexed asa part of this Annual Report for the information of the Shareholder’s. The Companyhas also obtained the requisite certificate from the Managing Director of the Company. TheManaging Director’s declaration regarding Compliance with Company’s Code ofConduct for Directors and Senior Management Personnel forms a part of the Report onCorporate Governance.

LISTING

At present the Company’s Equity Shares are listed at National Stock Exchange ofIndia Limited and BSE Limited and the Company has paid the Listing fees to the aboveExchanges for the year 2015-16.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

a. In preparation of the Annual Accounts for the year ended March 31 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. The Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for the year ended on that date;

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

d. The Directors had prepared the Annual Accounts on a going concern basis; and

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of theoperations of the Company for the year under review as stipulated under Clause 49 of theListing Agreement with the Stock Exchanges. is presented in a separate section formingpart of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of rating risks andincorporate risk treatment plans in strategy business and operational plans.

As per Section 134(3)(n) of the Companies Act 2013 The Board of Directors haveapproved the Risk Management Policy for the company. Some of the risks which may posechallenges are set out in Management Discussion and Analysis Report which forms part ofthis report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2014-15 the Company has received nil complaints on sexual harassment.

ACKNOWLEDGMENT

The Director sincerely appreciates the contributions made by all the employeesassociates and business partners who have contributed towards the success of the Company.The Directors place on record their gratitude for the continuing support of Shareholdersbankers and Business associates at all levels.

For and on behalf of the board of directors
BRIJGOPAL BANG
Place: Mumbai (DIN: 00112203)
Date: August 14 2015 CHAIRMAN & MANAGING DIRECTOR

ANNEXURE A

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

(A) Conservation Of Energy:

(i) the steps taken or impact on conservation of energy:

During the year under review no such steps were taken but planning was put in toimplement the same in 2015-16 in terms of using Solar Heaters to pre heat the boiler waterwhich in turn will save the time and energy for generation of steam. Similarly we haveproposed to switch to LED (Light Emitting Diode) lights from CFL (Compact FluorescentLamp) lights; this will help in reduction of energy consumption.

(ii) the steps taken by the company for utilising alternate sources of energy: Nil

(iii) the capital investment on energy conservation equipments: Estimated amount toinvest as per above proposal is Rs. 1 million.

(B) Technology Absorption:

(i) the efforts made towards technology absorption: Update our production floorwith a software support “IntelleoCut”; this helps in planning better fabric laycutting in turns help use optimum usable fabric and reduce the consumption of rawmaterial. The Company is under process to implement ERP software for planningmerchandising and inventory control.

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: “IntelleoCut” has helped in reduction in rawmaterial consumption thus reducing the making cost. ERP once implemented will help to planand load the factory on time without any hurdles; this in turn will help to give betterproductivity. This will also control inventory levels enabling us to use the inventoriesto optimum use.

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) : N.A.

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) the expenditure incurred on Research and Development: The Company’sproduct is on buyer based requirement; thus there is a development team which works on thesame. Annually Company spent approx INR.2-3 million plus on the same.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is in the business of Exports and strongly promotes export relatedactivities incessantly.

(Rs. In Lakhs)

2014-15 2013-14
i) Foreign Exchange Earned 2182.97 2650.12
ii) Foreign Exchange Used 6343.55 14538.83

ANNEXURE C

Form MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Bang Overseas Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bang Overseas Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 (‘Auditperiod’) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance- mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:

1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by Bang Overseas Limited for the financial year ended on 31st March2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (‘SEBI Act’) viz. :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the company during the AuditPeriod)

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the company duringthe Audit Period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the company during the Audit Period)

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the company during the Audit Period) and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the company during the Audit Period)

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified as not applicable to the company during the Audit Period)

ii. The Listing Agreements entered into by the Company with BSE limited and NationalStock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period

1. The company has passed the resolution under section 180 (1) (c) of the CompaniesAct 2013 to approve the borrowing powers of the Board. And

2. the resolution under section 180 (1) (a) of the Companies Act 2013 for Approval ofcreation of mortgage/ charges on the movable and immovable properties of the Company bothpresent and future in respect of borrowings.

For KOTHARI H. & ASSOCIATES

Company Secretaries

Hitesh Kothari

Membership No. 6038

Certificate of Practice No. 5502

Date: August 14 2015

Place: Mumbai

This report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this report.

ANNEXURE- A TO THE SECRETARIAL AUDIT REPORT

To

The Members

Bang Overseas Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For KOTHARI H. & ASSOCIATES

Company Secretaries

Hitesh Kothari

Membership No. 6038

Certificate of Practice No. 5502

ANNEXURE E

NOMINATION AND REMUNERATION POLICY

INTRODUCTION:

In pursuance of the Company’s policy to consider human resources as its invaluableassets and in terms of the provisions of the Companies Act 2013 and the listing agreementas amended from time to time this policy on nomination and remuneration of Directors KeyManagerial Personnel and Senior Management has been formulated by the Committee andapproved by the Board of Directors.

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read with the applicable rules thereto and Clause49 of the Listing Agreement.

OBJECTIVE AND PURPOSE OF THE POLICY:

The objective and purpose of this policy are:

To lay down criteria and terms and conditions with regard to identifyingpersons who are qualified to become Directors (Executive and Non-Executive) and personswho may be appointed in Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Company’s size and financialposition and trends and practices on remuneration prevailing in peer companies.

• To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.

• To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company’s operations.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

• To devise a policy on Board diversity

Effective date:

The following policy has been formulated by the Nomination and Remuneration Committeeand adopted by the Board of Directors at its meeting held on 13th August 2014. Thispolicy shall be operational with immediate effect.

Constitution of the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following Directors:

Sr. No. Name Designation
1 Subrata Kumar Dey Chairman
2 Vijay Dattatraya Ajgaonkar Member
3 Swati Sahukara Member

The Board has the power to reconstitute the Committee consistent with theCompany’s policy and applicable statutory requirement.

Definitions:

“Board” means Board of Directors of the Company.

“Directors” means Directors of the Company.

“Committee” means Nomination and Remuneration Committee of the Company asconstituted by the Board.

“Company” means Bang Overseas Limited.

“Independent Director” means a director referred to in Section 149 (6) of theCompanies Act 2013.

Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director/ or Manager;

(ii) Company Secretary

(iii) Whole-time Director;

(iv) Chief Financial Officer; and

(v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.

‘‘senior management’’ means personnel of the company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the executive directors including the functional heads.

Applicability:

The Policy is applicable to

• Directors (Executive and Non Executive)

• Key Managerial Personnel

• Senior Management Personnel

General:

This Policy is divided in three parts: Part A covers the matters to be dealt with andrecommended by the Committee to the Board Part B covers the appointment and nominationand Part C covers remuneration and perquisites etc.

PART A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE

The Committee shall:

• Formulate the criteria for determining qualifications positive attributes andindependence of a director.

• Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

• Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

PART B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as WholetimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

Term / Tenure:

1. Managing Director/Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly. However if a person who has already served as an Independent Director for5 years or more in the Company as on 1st October 2014 or such other date as may bedetermined by the Committee as per regulatory requirement he / she shall be eligible forappointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that numberof Boards on which such Independent Director Serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

PART C

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL

General:

1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company and as per the provisions of the Companies Act 2013 and therules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

Remuneration to Whole-time / Executive / Managing Director KMP and Senior ManagementPersonnel:

1. Fixed pay:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The break up of the pay scale and quantum of perquisites includingemployer’s contribution to P.F pension scheme medical expenses club fees etc.shall be decided and approved by the Board on the recommendation of the Committee andapproved by the shareholders and Central Government wherever required.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

Remuneration to Non- Executive / Independent Director:

1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall be subject to ceiling/ limits as provided under Companies Act 2013 and rules madethereunder or any other enactment for the time being in force.

3. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

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