To the Members of
Bang Overseas Limited
Your Directors take pleasure in presenting their 25th Annual Report of the Companytogether with the Audited Financial Statement for the year ended 31st March 2017.
|Description || |
| ||Year Ended 31.03.17 ||Year Ended 31.03.16 ||Year Ended 31.03.17 ||Year Ended 31.03.16 |
|Revenue ||15907.94 ||14770.11 ||17526.56 ||16038.92 |
|Other Income ||331.88 ||137.98 ||341.63 ||333.55 |
|Total Expenditure ||15300.90 ||14150.04 ||16895.80 ||15554.4 |
|Earnings before Interest Depreciation and Tax (EBIDT) ||938.92 ||758.06 ||972.39 ||818.08 |
|Less: Interest ||140.05 ||450.45 ||162.67 ||498.69 |
|Earnings Before Depreciation and Tax (EBDT) ||798.85 ||307.61 ||809.72 ||319.39 |
|Less: Depreciation ||199.75 ||201.62 ||207.10 ||216.50 |
|Profit before Tax (PBT) ||5 99. 1 ||1 05.99 ||602.62 ||102.89 |
|Less: Adjustment of Exceptional Item ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit/ (Loss) before Tax after Exceptional items ||599.1 ||105.99 ||602.62 ||102.89 |
|Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment) ||50.21 ||(10.80) ||52.70 ||(11.08) |
|Profit/(Loss) after Tax (PAT) ||548.89 ||116.79 ||549.92 ||113.97 |
During the year under review the Company has achieved revenue of Rs. 15907.94 Lakhs asagainst Rs. 14770.11 Lakhs in previous year. The Company has incurred a Net Profit aftertax of Rs. 548.89 Lakhs as against Net Profit after tax of Rs. 116.79 Lakhs for thecorresponding previous financial year. Due to Favourable market conditions the turnoverof your company has been increased. Your directors are hopeful for better salesrealization and profit in the next year.
During the year under review the Company has achieved revenue of Rs. 17526.56 Lakhs asagainst Rs. 16038.92 Lakhs in previous year. The Company has incurred a Net profit aftertax of Rs. 549.92 Lakhs as against Net profit after tax of Rs. 113.97 Lakhs for thecorresponding previous financial year.
DIVIDEND AND TRANSFER TO RESERVES
In order to conserve the resources for increasing business operations Your Director donot recommend any dividend for the year under review. No amount is proposed to betransferred to Reserves.
The Register of Members and Share Transfer Books will remain closed from September 232017 to September 29 2017 (both days inclusive). The Annual General Meeting of theCompany will be held on September 29 2017.
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
There are 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.
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
*M/s. A.S. Raiment Pvt. Ltd. Ceased to be subsidiary of M/s. Bang Overseas Limitedw.e.f. 03.06.2016.
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 annexed as Annexure A to this report. The Company doesnot have any material subsidiary. The policy for determining material subsidiaries framedby the Board of Directors is available on website of the Company at the linkhttp://www.banggroup.com/images/BOL_Policy_for_Determining_Materi al_Subsidiary.pdf
The separate audited financial statements in respect of each of the subsidiarycompanies for the year ended March 31 2017 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.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. No amounts were outstanding which were classified as Deposit under theapplicable provisions of the Companies Act 2013 as on the balance sheet date.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen. Asper the last audited financial's as on 31st March 2017 The Company fulfillsthe criteria set out in the section 135 of the Companies Act 2013 and relevant rulesstating applicability of the section. However the Board of Directors of the Company hasconstituted a CSR Committee during the year under review with 3 (three) of its Boardmembers. Kindly refer to the section on Corporate Governance under the head 'CorporateSocial Responsibility Committee' for matters relating to constitution.
AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
M/s. Rajendra K. Gupta & Associates Chartered Accountants Mumbai (FirmRegistration No. 108373W) Statutory Auditors of the Company would retire on theconclusion of this Annual General Meeting on completion oftheir term of appointment.
Since as per Companies Act 2013 and rules made thereunder M/s. Rajendra K. Gupta& Associates Chartered Accountants Mumbai (Firm Registration No. 108373W) are noteligible for re-appointment as Statutory Auditors of the Company.
The Board of Directors on recommendation of the Audit Committee recommendedappointment of M/s. Bhatter & Co. Chartered Accountants (Firm Registration No.131092W) as statutory auditors of the Company in place of the retiring Auditors M/s.Rajendra K. Gupta & Associates Chartered Accountants Mumbai to hold office fromconclusion of this i.e. 25th Annual General Meeting until the conclusion of 30th AnnualGeneral Meeting to be held in the year 2022.
The Consent letter and Eligibility Certificate from the said firm has been received tothe effect that their appointment as statutory auditor of the
Company if appointed at ensuing Annual General Meeting would be according to the termsand conditions prescribed under section 139 of the Companies Act and Rules framedthereunder.
A resolution seeking their appointments forms part of the Notice convening the 25thAnnual General Meeting and the same is recommended for your consideration and approval.
OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2017
The Auditors has made modified opinion 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 2016.
DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION & ADVERSE REMARK IN AUDITOR'S REPORT
As the Auditors has made modified opinion and marked adversely in their report in thepara (i)(a) and (i)(b) in respect of the report under Companies (Auditor's Report) Order2016 related to quantitative details situation of fixed assets and Physical verificationof fixed assets.
The management will make necessary efforts to maintain the quantitative details andsituation of fixed assets and also to physically verify the same at reasonable intervals.
SECRETARIALAUDITOR 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 M/s. Kothari H. & Associates PracticingCompany Secretaries to carry out secretarial audit of the company for the financial year2016-17.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed asAnnexure B to this report. No adverse comments have been made in the said report by thePracticing Company Secretaries.
The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2016-2017.
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2016-2017.
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 C 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 Dforms part of this report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel:
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. Brijgopal Bangretires 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 sub- section (6) of section 149 of the Companies Act 2013 andregulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
C) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with rules thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee.
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.
D) Familiarization Program for the Independent Directors:
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities visa-vis the Company the industry in which the Companyoperates business model etc. Details of the Familiarization Programme are explained in theCorporate Governance report and also available athttp://www.banggroup.com/images/Details_of_Familiarization_Programme_imparted_to_Independent_Directors.pdf
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 2017 a separate meeting of theIndependent Directors was held in compliance with the requirements of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
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
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Policy onRelated Party Transactions which
isalso available on Company's website at the link
The policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All Related Party Transactions are placedbefore the Audit Committee for review and approval and wherever applicable omnibusapprovals are obtained for Related Party Transactions. A statement of all such relatedparty transactions is presented before the Audit Committee on a quarterly basisspecifying the nature and value of these transactions.
Particulars of contracts or arrangements with related parties referred to in section188(1) of the companies act 2013 in the prescribed Form AOC-2 is appended as Annexure Eto the Board Report.
PARTICULARS OF EMPLOYEES
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure F.
During the financial year 2016-17 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.
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 Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Further details inrespect of the vigil mechanism are provided in the corporate governance report which formspart 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 Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Kindly refer sectionon Corporate Governance under the head 'Nomination Remuneration Committee' for mattersrelating to constitution meetings functions of the Committee and the remuneration policyformulated by this Committee. The Nomination & Remuneration policy is annexed heretoas Annexure G and forms part of this report.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013 Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Kindly refer to the section on Corporate Governanceunder the head 'Audit Committee' for matters relating to constitution meetings andfunctions 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 and Regulation 20 of the SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 Kindly refer to the section onCorporate Governance under the head 'Stakeholders Relationship Committee' for mattersrelating
to constitution meetings and functions of the Committee.
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 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 regarding Corporate Governance. A Report on theCorporate Governance and Practicing Company Secretary's Certificate on Compliance ofCorporate Governance are annexed as a part of this Annual Report for the information ofthe Shareholders. The Company has also obtained the requisite certificate from theManaging Director of the Company. The Managing Director's declaration regarding Compliancewith Company's Code of Conduct for Directors and Senior Management Personnel forms a partof the Report on Corporate Governance.
At present the Company's Equity Shares are listed at National Stock Exchange of IndiaLimited and BSE Limited and the Company has paid the Listing fees to the above Exchangesfor the year 2017-18.
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 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges ispresented in a separate section forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) 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 2017 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.
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 andincorporates 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 year2016-17 the Company has received nil complaints on sexual harassment.
INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
Pursuant to the notification issued by The Ministry of Corporate Affairs dated February16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 the Companywill adopt "IND AS" with effect from April 012017 with the comparatives forthe periods ending March 312017.
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 |
| ||Sd/- |
| ||Brijgopal Bang |
| ||DIN: 00112203 |
| ||Chairman & Managing Director |
|Place: Mumbai || |
|Date: August 12 2017 || |
(Pursuant to first provison to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014
STATEMENT CONTAINING SILENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES Part"A" Subsidiaries
|Sr. No. ||Particulars || |
Name of Subsidiary
| || ||Vedanta Creations Ltd ||* Bang Europa S.R.O. ||** Bang HK Ltd. |
|1. ||Reporting Period ||April to March ||April to March ||April to March |
|2. ||Reporting Currency ||INR ||EUR ||HKD |
|3. ||Share Capital ||28.48 ||346.24 ||20.43 |
|4. ||Reserve & Surplus ||937.37 ||(21.92) ||9.34 |
|5. ||Total Assets ||1822.75 ||396.73 ||58.88 |
|6. ||Total Liabilities ||574.79 ||72.41 ||29.11 |
|7. ||Investment other than investment in Subsidiary ||50.00 ||- ||- |
|8. ||Turnover ||2350.55 ||6.97 ||0.00 |
|9. ||Profit/(Loss) before taxation ||3.87 ||2.01 ||(2.36) |
|10. ||Provision for taxation ||2.16 ||0.33 ||- |
|11. ||Profit/(Loss) after taxation ||1.71 ||1.67 ||(2.36) |
|12. ||Proposed Dividend ||- ||- ||- |
|13. ||Percentage of shareholding ||100% ||100% ||100% |
* Balance Sheet and Profit / (Loss) items are translated at closing exchange rate ofRs. 69.2476 ** Balance Sheet and Profit / (Loss) items are translated at closing exchangerate ofRs. 8.3372
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 reviewno such steps were taken but planning was put in to implement the same in 2017-18 interms of using Solar Heaters to pre heat the boiler water which in turn will save the timeand energy for generation of steam. Similarly we have proposed to switch to LED lightsfrom CFL 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:
(B) Technology Absorption:
(i) the efforts made towards technology absorption: Update our production floor with asoftware support "IntelleoCut"; this helps in planning better fabric lay cuttingin turns help use optimum usable fabric and reduce the consumption of raw material. TheCompany is under process to implement ERP software for planning merchandising andinventory control.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution:
"IntelleoCut" has helped in reduction in raw materialconsumption thusreducing the making cost. ERP once implemented will help to plan and load the factory ontime without any hurdles; this in turn will help to give better productivity. This willalso control inventory levels enabling us to use the inventories to 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's product is on buyer based requirement; thus there is a development team whichworks on the same. Annually Company spent approx INR.1-2 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) |
| ||2016-17 ||2015-16 |
|i) Foreign Exchange Earned ||2893.45 ||4085.18 |
|ii) Foreign Exchange Used ||831.83 ||332.56 |
FORM NO. AOC -2
Required to be attached with the Director's Report [Pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules 2014]
Form for Disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's length basis: N.A.
2. Details of material contracts or arrangement or transactions at arm's length basis:
|Name(s) of the related party and nature of relationship ||Nature of contracts / arrangements / transactions ||Duration of the contracts / arrangements / transactions ||Salient terms of the contracts or arrangements or transactions including the value if any ||Date(s) of approval by the Board if any ||Amount paid as advances if any |
|M/s. Thomas Scott (India) Limited: Enterprise owned or significantly influenced by KMP or their relatives ||Sale of finished goods/raw materials etc. ||Ongoing ||Rs. 1193.26/- ||12/02/2016 ||N.A. |
| ||On behalf of board of directors |
| ||Sd/- |
| ||Brijgopal Bang |
| ||Managing Director |
|Date: August 12 2017 || |
|Place: Mumbai || |
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:
|Sr. No. ||Name of Director/KMP and Designation ||Remuneration of Director/KMP for financial year 201617 (Rs. in Lakhs) ||% increase in Remuneration in the Financial Year 2016-17 ||Ratio of remuneration of each Director/to median remuneration of employees ||Remuneration of KMP as % of total revenue |
|1 ||Mr. Brijgopal Bang Chairman & Managing Director ||32.00 ||2559 ||59.25 ||0.19 |
|2 ||Mr. Raghvendra Bang Director ||NIL ||NIL ||N.A. ||NIL |
|3 ||Mr. Purshottam Bang Director ||NIL ||NIL ||N.A. ||NIL |
|5 ||Ms. Trupti Limbasiya Company Secretary ||3.91 ||NIL ||N.A. ||0.024 |
|6 ||Mr. Jaydas Dighe Chief Financial officer ||9.02 ||NIL ||N.A. ||0.055 |
1. No Director other than Managing Director received any remuneration other thansitting fees for the financial year 2016-2017.
(I) The median remuneration of employees of the company during the financial year wasRs. 0.54 Lakhs.
(ii) In the financial year 2016-17 there was an decrease of 28% in the medianremuneration of employees.
(iii) There were 1083 permanent employees on the rolls of the Company as on March312017.
(iv) Relationship between average increase in remuneration and company performance:-The increase in remuneration is based on general inflation and intended to retain keytalents vis-a-vis Company's Performance.
(v) Comparison of remuneration of the Key Managerial Personnel against the performanceof the Company:-
|Total Revenue ||Total Remuneration of KMPs ||Total Remuneration as % to Total Revenue |
|16239.82 ||44.94 ||0.27 |
(vii) variations in the market capitalization of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer:
The market capitalization of the Company has increased from Rs. 1952.64 Lakhs as atMarch 31 2016 to Rs. 6102 Lakhs as at March 312017.
Evaluation of the price to earnings ratio is positive as the Company reported Positiveearnings per share for the years ended March 31 2017 and March 312016.
The Company's stock price as at March 31 2017 was Rs. 45 per share (as quoted on BSELimited) and Rs. 14.4 per share as at March 31 2016.
(viii) The average percentage increase in the salaries of employees other thanmanagerial personnel was 4.00% and increase in managerial remuneration was 2564%
(ix) key parameters for any variable component of remuneration availed by thedirectors: None
(x) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: N.A.
(xi) affirmation that the remuneration is as per the remuneration policy of thecompany: It is hereby affirmed that the remuneration paid is as per the remunerationpolicy ofthe Company.
NOMINATION AND REMUNERATION POLICY Introduction:
In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and thelisting regulations as amended from time to time this policy on nomination andremuneration of Directors Key Managerial Personnel and other employees has beenformulated by the Committee and approved by the Board of Directors. Objective and purposeofthe Policy:
Objective and purpose ofthe policy:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Key Managerial positions and to determine their remuneration.
To determine remuneration based on the Company's size and financial position andtrends 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.
This Policy has been adopted by the Board of Directors of Bang Overseas Limited ('theCompany') at its Meeting held on 13th August 2014 (The erstwhile Policy on Nomination andRemuneration Policy stands replaced by this Policy and the effective date is December012015).
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 the Company'spolicy and applicable statutory requirement.
Board means Board of Directors ofthe Company.
Directors means Directors ofthe 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) oftheCompanies Act 2013 and as per Listing Regulations.
Key Managerial Personnel (KMP) means-
(i) Managing Director or Chief Executive Officer or manager and in their absence aWhole-time Director;
(ii) Chief Financial Officer;
(iii) Company Secretary;
(iv) Such other officer as may be prescribed under the applicable statutory provisions/ rules and regulations.
"Regulations" or "Listing Regulations" means the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
"senior management" means personnel of the company who are members ofits core management team excluding Board of Directors comprising all members of managementone level below the executive directors including the functional heads.
The Policy is applicable to
Directors (Executive and Non Executive)
Key Managerial Personnel
Senior Management Personnel
This Policy is divided in three parts:
Part - A covers the matters to be dealt with and recommended by the Committee to theBoard
Part - B covers the appointment and nomination and Part - C covers remuneration andperquisites etc.
The key features of this Company's policy shall be included in the Board'sReport.
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 DIRECTORKMP 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 ofthe 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.
1. Managing Director/Whole-time Director
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector 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 but suchIndependent 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 number ofBoards on which such Independent Director Serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
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.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy ofthe 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 ofthe Company.
PART - C
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL
1. The remuneration / compensation / commission etc. to the Whole-time
Director KMP and Senior Management Personnel will be determined by the Committee andrecommended to the Board for approval. The remuneration / compensation / commission etc.shall be subject to the prior/post approval of the shareholders of the Company and CentralGovernment wherever 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 Wholetime Director.
4. Where any insurance is taken by the Company on behalf of its Wholetime 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 SeniorManagement Personnel:
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 including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board on the recommendation of the Committee and approved by theshareholders 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.
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.
Penalty for Non compliance:
|Company ||Fine which shall not be less than Rs. 100000/- but which may extend to Rs. 500000/- |
|Officer in default ||Imprisonment for a term which may extend to one year or Fine which shall not be less than Rs. 25000/- but which may extend to Rs. 100000/- or with both. |
AMENDMENTS TO THE POLICY
The Nomination and Remuneration Committee shall review and may amend this policy fromtime to time subject to the approval of the Board of Directors of the Company.