To the Members
Your Directors take pleasure in presenting their 24th Annual Report of the Companytogether with the Audited Financial Statement for the year ended 31st March 2016.
(Rs. In Lacs)
|Description || |
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Revenue ||14608.76 ||12888.54 ||16038.92 ||14895.93 |
|Other Income ||299.33 ||278.41 ||333.55 ||326.46 |
|Total Expenditure ||14150.04 ||12980.71 ||15554.4 ||14972.67 |
|Earnings before Interest Depreciation and Tax (EBIDT) ||758.06 ||186.24 ||818.08 ||249.73 |
|Less: Interest ||450.45 ||484.79 ||498.69 ||543.71 |
|Earnings Before Depreciation and Tax (EBDT) ||307.61 ||(298.55) ||319.39 ||(293.98) |
|Less: Depreciation ||201.62 ||264.06 ||216.50 ||297.27 |
|Profit before Tax (PBT) ||105.99 ||(562.61) ||102.89 ||(591.25) |
|Less: Adjustment ofExceptional Item ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit/ (Loss) before Tax after Exceptional items ||105.99 ||(562.61) ||102.89 ||(591.25) |
|Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment) ||(10.80) ||(30.67) ||(11.08) ||(31.83) |
|Profit/(Loss) after Tax (PAT) ||116.79 ||(531.94) ||113.97 ||(559.42) |
During the year under review the Company has achieved revenue of Rs. 14608.76 Lacs asagainst Rs. 12888.54 Lacs in previous year. The Company has incurred a Net Profit aftertax of Rs. 116.79 Lacs as against Net loss after tax of Rs. 531.94 lacs 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. 16038.92 Lacs asagainst Rs. 14895.93 Lacs in previous year. The Company has incurred a Net profit aftertax of Rs. 113.97 Lacs as against Net Loss after tax of Rs.559.42 lacs for thecorresponding previous financial year.
DIVIDENDAND 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 232016 to September 29 2016 (both days inclusive). The Annual General Meeting of theCompany will be held on September 292016.
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.
The company has disposed off its wholly owned subsidiary M/s. A. S.
Raiment Private Limited with effect from 02.06.2016 whose accounts are consolidated inthe Consolidated Audited Financial Statement of the company as on March 312016.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys 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 Private Limited
4. Bang HK Limited
M/s. A. S. Raiment Private Limited ceased to be a wholly owned subsidiary of thecompany on account of disposal as on02.06.2016.
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 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 link http:// www.banggroup.com/ images/ BOL_Policy_for_ Determining_Material_Subsidiary.pdf
The separate audited financial statements in respect of each of the subsidiarycompanies for the year ended March 31 2016 is placed on the Companys 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)
The Corporate Social Responsibility as per Section 135 of the Companies Act 2013 iscurrently not applicable to Company
Pursuant to the provision of the section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Rajendra K. Gupta & Associates Chartered Accountants Mumbai(Registration No. 108373W) were appointed as statutory auditors of the Company from theconclusion of the 22nd Annual General Meeting of the Company held on 29/09/2014 till theconclusion of the 25th Annual General Meeting for the of the Company subject to theratification of their appointment at every Annual General Meeting.
The Board recommended to the members the ratification of the appointment of thestatutory auditors for the remaining term on such remuneration as may be fixed by theBoard.
DIRECTORS COMMENT ON AUDITORS QUALIFICATION & ADVERSE REMARKIN AUDITORSREPORT:
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 (Auditors Report) Order2015.
The Directors comment on these modified opinion and remarks as- The management willmake necessary efforts to maintain the quantitative details and situation of fixed assetsand also to physically verify the same at reasonable intervals.
The paid up Equity Share Capital is 1356 Lakhs. During the year under review theCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity nor made any provision for purchase of its own shares by employees or bytrustees 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 Bforms part of this report.
DIRECTORS& KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
Ms. Hemali Gohil has resigned from the post of Company Secretary w. e. f. 31stDecember 2015 and Ms. Trupti Limbasiya has been appointed as Company Secretary of theCompany w. e. f. 1st January 2016.
None of the Directors of the Company is disqualified under Section 164(2) of theCompaniesAct 2013.
Pursuant to provisions of section 152(6) of the CompaniesAct 2013 Mr. Purshottam 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 Obligation and Disclosure Requirement) Regulation 2015.
C) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with rules thereunder andSEBI (Listing Obligation 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.
NUMBER OF MEETINGS OF THE BOARD
The Board met Four 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 2016 a separate meeting of theIndependent Directors was held in compliance with the requirements of the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirement) 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 (erstwhile clause 49 ofthe Listing Agreement) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has formulated a Policy on Related Party Transactions which is alsoavailable on Companys website at the link http://www.banggroup.com/images/policies/BOL_Policy_on_Related_party_transaction.pdf
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.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arms Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Since allrelated party transactions entered into by the Company were in the ordinary course ofbusiness and were on an arms length basis the disclosure under form AOC-2 is notfurnished. However the Directors draw attention of the members to Notes to the standalonefinancial statement which sets out relatedparty disclosures
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 M/s. Kothari H. & Associates PracticingCompany Secretary to carry out secretarial audit of the company for the financial year2015-16.
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 is annexed as Annexure D
During the financial year 2015-16 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 is 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 formatters relating to constitution meetings functions of the Committee and theremuneration policy formulated by this Committee. The Nomination & Remuneration policyis annexed hereto as Annexure E 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 meetingsand 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 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 formatters relating 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 Obligation andDisclosure Requirement) Regulation 2015 regarding Corporate Governance. A Report on theCorporate Governance and Practicing Company Secretarys 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 Directors declaration regardingCompliance with Companys Code of Conduct for Directors and Senior ManagementPersonnel forms a part of the Report on Corporate Governance.
At present the Companys 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 2016-17.
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 (ListingObligation 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)(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 2016 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 year2015-16 the Company has received nil complaints on sexual harassment.
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 |
| ||(DIN: 00112203) |
| ||CHAIRMAN & MANAGING DIRECTOR |
|Place: Mumbai || |
|Date: August 122016 || |
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 201617 in terms of using Solar Heaters to pre heat the boiler waterwhich in turn will save the time and energy for generation of steam. The company switchedto LED lights from CFL lights; that helped in reduction of energy consumption.
(ii) the steps taken by the company for utilising alternate sources of energy: Nil
(ill) the capital investment on energy conservation equipments: Nil
(B) Technology Absorption:
(i) the efforts made towards technology absorption:
Update our production floor with a software support "IntelleoCut"; this helpsin planning better fabric lay cutting in turns help use optimum usable fabric and reducethe consumption of raw material. The Company is under process to implement ERP softwarefor planning merchandising and inventory control.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: "IntelleoCut" has helped in reduction in raw materialconsumption thus reducing the making cost. ERP once implemented will help to plan and loadthe 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 nottaken place and the reasonsthereof; and
(iv) the expenditure incurred on Research and Development: The Companys productis on buyer based requirement; thus there is a development team which works 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) |
| ||2015-16 ||2014-15 |
|i) Foreign Exchange Earned ||4085.18 ||2182.97 |
|ii) Foreign Exchange Used ||4085.18 ||6343.55 |