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Batliboi Ltd.

BSE: 522004 Sector: Engineering
NSE: BATLIBOI ISIN Code: INE177C01022
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P/E
Mkt Cap.(Rs cr) 64.48
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Sell Price 0.00
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OPEN 22.80
CLOSE 23.05
VOLUME 7193
52-Week high 32.05
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 64.48
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Batliboi Ltd. (BATLIBOI) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the Seventy-Second Annual Report togetherwith the Audited Accounts for the financial year ended 31st March 2016.

1. FINANCIAL RESULTS

(Rs. in Lacs)

For the Year ended
Particulars 31.03.2016 31.03.2015 31.03.2016 31.03.2015
Standalone Standalone Consolidated Consolidated
Gross Turnover (Including Indirect Sales) 33903.34 36076.25 45080.90 50492.81
Total Income 10380.60 12283.87 21791.49 26851.76
PBDIT (651.92) (21.96) (145.48) 50.21
Less: Finance Cost 725.54 605.91 875.39 776.99
Less: Depreciation 215.64 241.64 616.20 671.77
Profit/(Loss) Before Tax & Exceptional Items (1593.10) (869.51) (1637.07) (1398.55)
Exceptional items: Income/(Expenses) 1629.61 - 1629.61 -
PBT 36.51 (869.51) (7.46) (1398.55)
Provision for Taxation : Current Tax 7.00 - (30.59) (52.87)
Deferred Tax 45.00 (146.00) 41.54 (146.00)
Mat credit available for set off (7.00) - (7.00) -
Tax adjustments in respect of earlier years 2.87 1.96 2.87 1.96
PAT (11.36) (725.47) (14.28) (1201.64)

2. DIVIDEND

In view of operating losses for the year your Directors do not recommend any Dividendfor the year ended 31st March 2016.

3. TRANSFER TO RESERVES

The loss for the Year is Rs. 11.36 Lacs. Loss of Rs. 11.36 Lacs is debited to theProfit and Loss account.

4. SHARE CAPITAL st March 2016 was

The Paid up Equity Share Capital as on 31 Rs. 1435.79 Lacs. During the year underreview the Company has neither issued shares with differential rights as to dividendvoting or otherwise nor issued shares (including sweat equity shares) to the employees orDirectors of the Company under any Scheme.

5. REVIEW OF OPERATIONS AND OUTLOOK

During the financial year 2015-16 the turnover of the Textile Engineering Groupdeclined marginally. However due to the larger under performance of the Machine Groupowing to lower demand and sluggish market conditions the performance of the Company gotadversely affected. As a result the turnover for the year has declined from Rs. 12151.66Lacs to Rs. 10222.86 Lacs and the gross value of the total turnover handled declined fromRs. 36076.25 Lacs to Rs. 33903.34 Lacs.

Though the turnover of French Subsidiary AESA Air Engineering is lower by 38% ascompared to previous year the profit increased to Rs. 184.42 Lacs as compared to previousyear loss of Rs. 37.77 Lacs.

The performance of Quickmill Inc. the Canadian subsidiary was affected due to overallslowdown in machine tools segment.

It is expected that there would be positive sentiments in the market which wouldtrigger higher demand for machine tools in many private and public sector units engaged invehicle manufacturing power and infrastructure. ‘Make in India’ initiative willcontribute to this increase in demand for machine tools. The continuation of TUF(Technology up gradation fund) favorable State Government policies for investment intextile sector (state textile policies of Gujarat Maharashtra Andhra Pradesh) andincreasing demand for yarn will lead to further investments in the textile sector during2016-17.

The Company is confident of its future prospects.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS SUBSIDIARYCOMPANIES

As on 31st March 2016 the Company has following Subsidiaries:

i) Quickmill Inc. Canada

Quickmill Inc. headquartered in Peterborough Canada is engaged in manufacturing andsale of large size Gantry Drilling and Milling Machines. Its customers are mainly fromEnergy Structural Steel & Job Shop manufacturing sectors.

The performance of Quickmill in 2015-16 was well below the predicted budget for theyear. With the continued slump in the oil and gas sector large machines sales were stillslow to recover in all markets. Quickmill expects to achieve better performance infinancial year 2016-17.

ii) AESA Air Engineering France

AESA SA is headquartered in France with subsidiaries in China Singapore and India. Itis engaged in the business of Air Conditioning and filtration in textile tobacco nonwoven and glass industries.

AESA SA performed better in financial year 2015-16 as compared to financial year2014-15. The pressure on margins in the business remains intense. With the current Companystructure at the offices situated in France China Singapore and India Representativeoffices in Turkey and Indonesia the Company can execute contracts efficiently.

CONSOLIDATED FINANCIAL STATEMENTS

As per the Securities and Exchange Board of India (SEBI) (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) Companies Act 2013 and applicableAccounting Standards prescribed by The Institute of Chartered Accountants of India theConsolidated Financial Statements of the Company with its Subsidiaries forms part of theAnnual Report and the Accounts.

The Ministry of Corporate Affairs had issued a General Circular No. 51/12/2007-CL-IIIdated 8th February 2011 granting exemption to the Companies under Section 212 under theCompanies Act 1956. (Corresponding to Section 129 of the Companies Act 2013). Hence theBalance Sheet Statement of Profit & Loss Account Report of Board of Directors’and Auditors’ together with the Notes and Schedules thereon of Subsidiary Companieshave not been attached with the Balance Sheet of the Company.

The Annual Accounts of these Subsidiaries and the related detailed information will bemade available to any Member of the Company/its Subsidiaries seeking such information atany point of time and are also available for inspection by any Member of the Company/itsSubsidiaries at the Corporate Office of the Company. The Annual Accounts of the saidSubsidiaries will also be available for inspection as specified above at the head officesof the respective Subsidiaries.

A statement containing salient features of the financial statement of each of thesubsidiaries included in the Consolidated Financial Statements is given in Form No. AOC-1at the end of the Annual Report.

7 . DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Re-appointment of Mrs. Sheela Bhogilal (DIN. No. 00173197)

As per the provisions of Companies Act 2013 Mrs. Sheela Bhogilal (DIN No. 00173197)Director will retire at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. Your Directors recommends her re-appointment.

ii) Appointment of Mr. Vivek Sharma (Director) (DIN No. 01541498) and Change indesignation (Key Managerial Personnel)

During the year under review the Board of Directors at its Meeting held on 30thJanuary 2016 appointed Mr. Vivek Sharma (DIN No. 01541498) as an Additional Director ofthe Company with effect from 1st February 2016 under Section 161 of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 tohold office upto the ensuing Annual General Meeting of the Company.

Further as per the recommendation of Nomination and Remuneration Committee at itsMeeting held on 30th January 2016 the Board of Directors at its Meeting held on 30thJanuary 2016 approved appointment of Mr. Vivek Sharma Additional Director as a ManagingDirector of the Company for a term of 5 (five) years from 1st February 2016 to 31stJanuary 2021 subject to the approval of Members at the ensuing Annual General Meeting ofthe Company.

The brief resume and other details as required under the Securities and Exchange Boardof India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR)and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India areprovided in the Notice of the ensuing Annual General Meeting.

Your Directors recommends regularizing appointment of Mr. Vivek Sharma as a Directorof the Company and thereby approving his appointment as a Managing Director of the Companyfor a term of 5 (five) years from 1st February 2016 to 31st January 2021.

iii) Change in Designation of Mr. Nirmal Bhogilal (Key Managerial Personnel) (DIN No.00173168)

As per the recommendation of Nomination and Remuneration Committee at its Meeting heldon 30th January 2016 the Board of Directors at its Meeting held on 30th January 2016approved change in designation of Mr. Nirmal Bhogilal (DIN No. 00173168) from Chairman andManaging Director to Executive Chairman (Whole-Time Director) of the Company for a term of5 (five) years from 1st February 2016 to 31st January 2021 subject to the approval ofmembers at the ensuing Annual General Meeting.

The brief resume and other details as required under the Securities and Exchange Boardof India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR)and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India areprovided in the Notice of the ensuing Annual General Meeting.

Your Directors recommends the abovementioned change in designation of Mr. NirmalBhogilal.

iv) Change in Designation of Mr. GeorgeVerghese (DIN No. 00173251)

As per the provisions of Companies Act 2013 read with applicable Rulesyour Directorsrecommend change in designation of Mr. George Verghese (DIN No. 00173251) fromNon-Executive Non-Independent

Director to Non-Executive Independent Director of the Company for a term of (5) fiveconsecutive years with effect from 9th August 2016 subject to the approval of members atthe ensuing Annual General Meeting. Mr. George Verghese if appointed as an IndependentDirector shall not be liable to retire by rotation. Resolution proposing appointment ofMr. George Verghese as an Independent Director forms part of the Notice of ensuing AnnualGeneral Meeting.

The brief resume and other details as required under the Securities and Exchange Boardof India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR)and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India areprovided in the Notice of the ensuing Annual General Meeting.

v) Company Secretary (Key Managerial Personnel)

During the year under review following changes took place:

S.No. Name of Company Secretary Date of Appointment Date of Resignation
1. Mrs. Puneet Kapur 16.05.2014 03.07.2015
2. Mr. Anand Sharma 29.07.2015 31.10.2015
3. Ms. Namita Thakur* 02.11.2015 -

*During the year under review Ms. Namita Thakur was appointed as the Company Secretary& Compliance Officer of the Company by the Board of Directors at its meeting held on2nd November 2015.

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the Securities andExchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements)Regulations 2015 (LODR) stating that they meet the criteria of independence as providedtherein and also none of the Directors of the Company are disqualified under Section164(2) of the Companies Act 2013.

9. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with a view to encouragethe employees to reward and retain the employees and to give them an opportunity toparticipate in the growth of the Company in accordance with SEBI (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines 1999 [applicable till October 272014] and SEBI (Share Based Employee Benefits) Regulations 2014 [applicable from October28 2014] duly approved by the Members at their Extra Ordinary General Meeting held onDecember 2011. During the year 2015-16 pursuance to the Resolutions passed at theNomination and Remuneration Committee Meeting held on 12th August 2015 and 30th January2016 the Company has granted 250000 options to the eligible employees in accordancewith the ESOP Scheme of the Company at a price of Rs. 15.75 per share details of whichare mentioned in the Corporate Governance Report. During the year 35000 Options lapsedwhich are added back to the available bank and the same will be used for re-issue ofoptions. The disclosures as required under Regulation 14 of SEBI (Share Based EmployeeBenefits) Regulations 2014 and Section 62(1) (b) of the Companies Act 2013 read withRule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are set out in‘Annexure A’ to this Report.

A Certificate from the Statutory Auditors of the Company as required under Regulation13 of SEBI (Share Based Employee Benefits) Regulations 2014 shall be placed at theensuing Annual General Meeting for inspection by the Members.

10. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees given and Investments made during the year coveredunder the provisions of Section 186 of the Companies Act 2013 are given in the notes tothe Financial Statements.

12. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year were onthe arm’s length basis and were in ordinary course of business and are in compliancewith the applicable provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015(LODR). There are no materially significant related party transactions between the Companyand the Promoters Directors Key Managerial Personnel Subsidiaries relatives or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. Accordingly particulars of contracts or arrangements with related parties referredto in Section 188(1) along with the justification for entering into such contract orarrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is not applicable to the Company.

All Related Party Transactions are placed before the Audit Committee as also it has tobe approved by the Board. Omnibus approval is obtained for the transactions which areforeseen and repetitive in nature.

Your Company has formulated a policy on related party transactions which is alsoavailable on Company’s website.

Weblink: http://www.batliboi.com/uploadedfiles/Related-party-transactions.pdf

13. VIGIL MECHANISM /WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of the Board and its Powers) Rules 2014 andRegulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) (erstwhile as per the Listing Agreement)the Company has adopted vigil mechanism policy in place to enable the Directors andemployees to have direct access to the Chairman / Managing Director or the Members of theAudit Committee. The details of the vigil mechanism is explained in the CorporateGovernance Report and also posted on the website of the Company at the weblink:

http://www.batliboi.com/for-investors/codes-policies/vigil-mechanism-whistle-blower-policy.aspx

14. HUMAN RESOURCE

The total number of employees in the Company were 382 as on 31st March 2016. Technicaltraining for manufacturing personnel was conducted at the Company's manufacturing unit atUdhna. Topics including Lean Manufacturing 7 QC Tools Metal Cutting Tools WeldingTechnology Kaizen ISO 9001 awareness First Aid & Safety awareness Communicationskills were covered during the sessions. Productivity & Process Improvementinitiatives continued at the manufacturing units.

During the year under review industrial relations in the factory were cordial andpro-active and all employees and the Union supported productivity and process improvementmeasures undertaken at all the functions of the Company.

The Company has in place Health Safety and Environment policy for Udhna and Bangaloreoperations. The same is reviewed by the Board from time to time and appropriate actionsare taken as directed.

The Company arrange for a Health Camp for all employees at Udhna through TristarHospital Surat.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during any financial year shall constitute aCorporate Social Responsibility (CSR) Committee of the Board. Your Company does not fallunder the provisions of aforesaid Section. Therefore CSR Committee has not beenconstituted.

1 6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act 2013Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) is given inthis Annual Report for the year under review.

17. BOARD EVALUATION

In compliance with the Companies Act 2013 and Securities and Exchange Board of India(SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) theBoard has carried out the annual performance of its own performance Directorsindividually and it’s Committees ("Performance Evaluation"). More detailson the same are given in the Corporate Governance Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.

The policy on Company’s familiarization programme for Independent Directors isposted on the Company’s website.

Weblink:http://www.batliboi.com/uploadedfiles/familiarisation-programmes-ind-directors.pdf

19. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeapproved a Nomination and Remuneration policy for selection and appointment of Directorsand Senior Management. The Nomination and Remuneration Policy is explained in theCorporate Governance Report.

20. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details of which are given in Corporate Governance Report thatforms part of this Annual Report. The intervening gap between the Meetings was within theprescribed period under the Companies Act 2013 and the Securities and Exchange Board ofIndia (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR).

21. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) a Report on Corporate Governance alongwith Compliance Certificate issued by Statutory Auditor’s of the Company formsintegral part of this Report.

22. AUDITORS’ AND THEIR REPORT

The Statutory Auditors Messrs V. Sankar Aiyar & Co. Chartered Accountants holdoffice upto the conclusion of the ensuing Annual General Meeting and being eligibleoffers themselves for re-appointment. They have confirmed their eligibility under Section141 of the Act and the rules framed thereunder for re-appointment as Auditors of theCompany. As required under the Securities and Exchange Board of India (SEBI) (ListingObligations and Disclosure Requirements) Regulations 2015 (LODR) the Auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Statutory Auditors Messrs V. Sankar Aiyar& Co. Chartered Accountants have issued their reports on Standalone &Consolidated Financial Statements for the financial year ended 2015-16.

The Auditors have commented on the payment of remuneration to Managing Director priorto the receipt of approval from the Central Government.

The Board proposes to appoint Mr. Vivek Sharma as Managing Director in the forthcomingAnnual General Meeting of the Company and shall make necessary application to CentralGovernment. Subsequently it is expected that the necessary approval would be in placeduring the year.

23. COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Company has maintained its cost auditrecords for auditing.

Your Directors had on the recommendation of the Audit Committee appointed MessrsV.J.Talati & Co. Cost Auditors to audit the cost accounts of the Company for thefinancial year 2015-16. As required under the Act the remuneration payable to the CostAuditor is required to be placed before the Members in the General Meeting for theirratification. Accordingly a Resolution for seeking Members ratification for theremuneration payable to Messrs V.J.Talati & Co. Cost Auditors is included in theNotice convening the Annual General Meeting.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Messrs Ashish Bhatt & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report has beengiven in the ‘Annexure B’ to this Report.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:-(i) that in the preparation of the annualaccounts for the year ended 31st March 2016 the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures if any; (ii)they have in the selection of such accounting policies consulted the Statutory Auditorsand have applied them consistently and made judgments and estimates that were reasonableand prudent so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and the loss of the Company for the year under review; (iii)they have taken proper and sufficient care to the best of their knowledge and abilityfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (iv) they have prepared the Annual Accounts on agoing concern basis; (v) that proper internal financial controls were in place and thatsuch internal financial controls were adequate and were operating effectively; (vi) theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating efficiently.

26. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

UNCLAIMED DIVIDEND

In terms of the erstwhile provisions of Section 205C of the Companies Act 1956 theCompany is required to transfer any Unpaid or Unclaimed dividend and interest thereon(which remains unclaimed or unpaid for a period of 7 years from the date they become duefor payment) to the Investors Education & Protection Fund established by the CentralGovernment.

The Company has during the year under review in compliance with the provisions oferstwhile Section 205C of the Companies Act 1956 deposited the unclaimed & unpaidDividend amount of Rs. 316085/- (Rupees Three Lacs Sixteen Thousand and Eighty FiveOnly) to Investor Education and Protection Fund (IEPF) for the dividend declared for thefinancial year 2007-08 which remained unclaimed by the Members of the Company for a periodexceeding 7 years from its due date of payment. Thus any claimant of dividend transferredabove shall be entitled to claim the dividend from Investor Education and Protection Fund(IEPF) in accordance with such rules procedure and submission of documents as may beprescribed by the Central Government in this regard.

27. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORBTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are given in the ‘Annexure C’ forming partof this Report.

28. LISTING

The Company’s 27002550 Equity Shares are presently listed on BSE LimitedPhiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 (Scrip Code: 522004) and theCompany has paid the Annual listing fees for the financial year 2016-17.

Further the Company is in process of Listing 1680000 Equity Shares of Rs. 5/- eachpursuant to the Scheme of Amalgamation between Batliboi SPM Pvt. Ltd.("TransferorCompany") and Batliboi Ltd. ("Transferee Company") issued and allotted bythe Board of directors of the Company at their meeting held on 21st April 2009 inaccordance with provisions of Companies Act 1956 and listing of 33333 Equity Shares ofRs. 5/- each fully paid up issued and allotted pursuant to exercise of options grantedunder the ESOP Scheme in accordance with the Companies Act 2013 by the Board of Directorsat its Meeting held on 27th January 2015.

29. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on 2nd September 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom 1st December 2015. All listed entities were required to enter into the ListingAgreement within six months from the effective date. Accordingly during the year underreview the Company has entered into Listing Agreement with BSE Limited.

30. SAFETY AUDIT

As per the Company’s practice safety audit is conducted once in two years.Accordingly next Safety Audit will be conducted on or before 31st December 2016 by anIndependent Consultant.

31. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressel) Act 2013and Rules framed thereunder the Company has implemented a policy on preventionprohibition and redressel of Sexual harassment of Women at workplace. All employees(permanent contractual temporary trainees) are covered under this policy. Accordinglyan Internal Complaint Committee has been formed and the policy on ‘Anti-SexualHarassment’ is also posted on the website of the Company at Weblinkhttp://www.batliboi.com/for-investors/codes-policies/anti-sexual-harassment-policy.aspxMatters handled by Internal Complaint Committee during the year 2015-16 are as follows:-

• Number of complaints on sexual harassment received during the year: Nil

• Number of complaints disposed off during the year: N.A.

• Number of cases pending for more than 90 days: N.A.

• Nature of action taken by the Employer: N.A.

• Number of Workshops: Nil

32. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 has been given as ‘Annexure D’ to this Report.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and the Company’s operations infuture.

At the beginning of the year the Company was non-compliant to the Clause 40(a) ofListing Agreement. However during the year Company has complied with the requirements ofClause 40(a) of listing agreement as governed by the SEBI Order no. WTM/PS/71/CFD/OCT/2015dated 19.10.2015. Further there were no strictures or penalties which has been imposed onthe Company by the Stock Exchange or the board or any statutory authority on any matterrelated to Capital Market.

34. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of the employees of theCompany has been given as ‘Annexure E’ to this report.

In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of employees drawingremuneration in excess of the limits set out in the said Rules forms part of the Report.

35. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control overfinancial reporting. Standard operating practices have been laid down and are beingfollowed. The criteria is also being audited and management has taken effective steps toensure adequate control over financial reporting.

36. 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. In line with corporate bestpractices your Company assesses the risks in the internal and external environment whichwill monitor evaluate and execute all mitigation actions in this regards and takes allmeasures necessary to effectively deal with incidences of risk. Adequate risk managementframework capable of addressing the risks is in place.

37. POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The Securities and Exchange Board ofIndia (SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR)mandated the formulation of certain policies for all listed companies. All our policiesare available on website (http://www.batliboi.com/for-investors/codes-policies.aspx). Thepolicies are updated based on need and new compliance requirement.

In addition to its Codes and Ethics Key Policies that have been adopted by the Companyare as follows:

Name of the policy Brief description Weblink
Whistleblower Policy (Policy on Vigil Mechanism) The Company has adopted the Whistleblower mechanism with a view to maintain the high standards of transparency in Corporate Governance and to enable the Directors and employees of Company to have direct access to the Managing Director or the Members (Directors) of the Audit Committee. http://www.batliboi.com/for- investors/codes-policies/vigil- machanism-whistle-blower- policy.aspx
Related Party Transaction policy The policy regulates all transactions between the Company and its related parties.c http://www.batliboi.com/uploaded files/Related-party- transactions.pdf
Anti-Sexual Harassment policy The policy has been formulated to provide protection against sexual harassment of women at the workplace and for the prevention and redressal of complaints of sexual harassment and matters connected therewith or incidental thereto. http://www.batliboi.com/for- investors/codes-policies/anti- sexual-harassment-policy.aspx
Policy for determining material subsidiaries The policy is used to determine the Material Subsidiaries of the Company and to provide governance frame work for such subsidiaries. http://www.batliboi.com/uploaded files/Policy-for-Determination-of- Materiality-Susidiaries.pdf
Policy for determining materiality of events The policy is intended to circulate and disseminate such information which in the view of the management and the Regulators is material for the purpose of protecting safeguarding the interest of the Company thereby enabling and promoting greater transparency and disclosure of all deemed material events to the Stock Exchange. http://www.batliboi.com/uploaded files/Policy-for-Determination-of- Materiality-of-Events.pdf
Policy for preservation of documents / Archival of documents The policy governs the maintenance and preservation of documents of the Company as per applicable statutory and regulatory requirements. http://www.batliboi.com/uploaded files/POLICY-FOR- PRESERVATION-OF- DOCUMENTS.pdf

38. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

During the year the Company has concluded the process of sale of its land situated atPlot no. 25/26 Deonar Ancillary Estate Off Ghatkopar Mankhurd link Road Govandi (West)Mumbai-400088 Mumbai.

39. CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute "forward-lookingstatements". These forward looking statements are subject to a number of risksuncertainties and other factors which could cause actual results to differ materially fromthose suggested by forward looking statements. Important factors that could influence theCompany’s operation can be affected by global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments in India and incountries in which the Company conducts business litigation industrial relations andother incidental factors.

40. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on record their appreciationfor the continued support cooperation trust and assistance extended by shareholdersemployees customers principals vendors agents bankers financial institutionssuppliers distributors and other stakeholders of the Company.

For and on behalf of the Board of Directors
Nirmal Bhogilal Vivek Sharma
Mumbai Chairman Managing Director
6th May 2016 (DIN No. 00173168) (DIN No. 01541498)

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Premium Services

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Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard