The Members of
Betex India Limited
Your Directors have pleasure in presenting the Annual Report and Audited Statement ofAccounts for the year ended 31st March 2015.
(Rs. In Lacs)
|Particulars ||2014-15 ||2013-14 |
|Sales & Income form operation ||4399.44 ||3904.06 |
|Other Income ||24.56 ||33.58 |
|Profit before Financial cost Depreciation and Exceptional items & Tax (EBIDTA) ||341.21 ||336.86 |
|Interest ||92.32 ||72.04 |
|Depreciation ||130.80 ||123.61 |
|Profit before Tax ||118.09 ||141.21 |
|Provision for Taxation || || |
|Current tax ||23.62 ||36.14 |
|Mat Credit ||-20.99 ||-3.48 |
|Deferred Tax ||-6.98 ||-7.25 |
|Profit after Tax ||122.44 ||115.80 |
|Taxation for previous year ||-8.06 ||19.05 |
|Profit available for appropriation ||130.50 ||96.75 |
|Dividend on Equity & Pref. Shares ||- ||- |
|Transfer to General Reserve || || |
The company has posted a satisfactory performance for the year under review. Incomefrom operation of the company has increased from Rs.3904.06 Lacs to Rs. 4399.43 Lacs.EBIDTA has been increased from Rs.336.86 Lacs to Rs. 341.21 Lacs and Net profit after Taxhas been increased from Rs.96.75 Lacs to Rs.130.50 Lacs in comparison to last year. Ourearning per shares stand at Rs.8.70 and Book Value per Shares at Rs.121.46 (Based onequity shares) as on 31st March 2015.
The Board of directors do not recommended to declare dividend during the year due toploughing back the profit to be utilized in the setting up new modification cum expansionprograms and general corporate purposes.
As members are aware the companys shares are compulsorily tradable in theelectronic form. As on March 31 2015 almost 78.11% of the Companys total paid-upcapital representing 1500000 shares were in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization on either of the Depositories.
The Company has not invited deposits from public in accordance with the Section 73 and74 of the Companies Act 2013 (corresponding Section 58 A of the Companies Act 1956).
Mr. Rakesh Kumar Somani (DIN No.: 00274613) Director of the company would retire byrotation at the ensuing Annual General Meeting and he has shown his unwillingness to getreappointed. Accordingly at the conclusion of AGM he will cease to be a director.
Mr. Raj Kumar Somani Mr. Ritesh Kumar Somani and Mr. Manish Kumar Somani has beenappointed as Executive Director of the company w.e.f. 01.04.2015 subject to the approvalof members in the ensuing Annual General Meeting to be held on 30.09.2015.
DETAILS OF COMMITTEE DIRECTORS
The Committee shall comprise of at least two non-executive directors. The Board mayappoint the Chairperson of the Committee whether executive or non-executive as member ofthis committee.
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2014-15 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report.
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at the27th Annual General Meeting of the Company held on September 30 2014 appointed M/s. B.Chordia & Co. Chartered Accountants (ICAI registration no.: 121083W) as StatutoryAuditors of the Company to hold the office until the conclusion of the next Annual GeneralMeeting of the Company. Members are requested to re-appoint them at the Annual GeneralMeeting.
b) Secretarial Auditors
M/s. Dhiren R. Dave Practising Company Secretaries (CP No. 2496 Membership No. 4889)were appointed as Secretarial Auditor to conduct secretarial audit of the company for thefinancial year 2014-15. The Secretarial Audit Report for the financial year ended 31March 2015 is annexed herewith and forms part of the Annual Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
The Board has re-appointed Dhiren R. Dave Practising Company Secretaries assecretarial auditors of the Company for the financial year 2015-16.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Clause 49 (VIII) (D) of the Listing Agreement with the Stock Exchanges theManagement Discussion and Analysis Report for the FY 2014-15 duly reviewed by AuditCommittee and approved by Board forms part of this Report.
PERSONNEL AND RELATED DISCLOSURES
The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the company. Pursuant to theprovisions of the Companies (Appointment & Remuneration of managerial personnel) rules2014 no employee is drawing remuneration in excess of the prescribed limits. Your companyalso appreciates that revenue and profit growth cannot take place without the rightequality of people. To that effect your company has undertaken a series of measures thatensures that the most appropriate people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure forming part of the AnnualReport.
INTERNAL CONTROL SYSTEM
Your Company has a well established Internal Control system to ensure an effectiveinternal control environment that provides assurance on the efficiency of conductingbusiness including adherence to the Companys policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosures.The Internal Auditor certifies on the assurance of adequacy of Internal Control System onquarterly basis which are regularly reviewed by the Audit Committee. Independence of theaudit is ensured by the direct reporting of internal audit function to the Audit Committeeof the Board.
The Company continued to maintain harmonious and cordial relations with its workers inall its businesses during the year under report. Your company firmly believes that adedicated work force constitute the primary source of sustainable competitive advantage.
Risk Management is the systematic process of understanding measuring controlling andcommunicating organizations risk exposures while achieving its objectives. Thecompanys risk management policy stems from a philosophy of pursuing sustainablegrowth and creating economic value while calibrating and mitigating risks. The Board ofDirectors regularly review risks and threats and takes suitable steps to safeguard itsinterest and that there is no element of risk identified that may threaten the existenceof the Company.. The focus shifts from one area to another area depending upon theprevailing situation. The Risk Management Policy has been reviewed and found adequate tothe requirements of the Company by independent firms of Chartered Accountants and approvedby the Board. A detailed report on significant risks and mitigation is forming part ofManagements Discussion and Analysis.
All the properties of the Company including buildings plant and machineries and stockshave been adequately insured.
EMPLOYEE STOCK OPTION
The company has not issued any Employee Stock Option.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under reference in terms of Clause 32 of theListing Agreement with the stock exchanges forms part of the Annual Report.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. Such transactions form part of the notes to the financial statementsprovided in this Annual Report.
Your Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under Clause 49 of the Listing Agreement forms integral part ofthis Annual Report.
i) The Company has complied with all the mandatory provisions of Clause 49 of theListing Agreement relating to the Corporate Governance.
ii) Pursuant to Clause 49 of the listing agreement with Stock-Exchanges CorporateGovernance Report and Auditors Certificate regarding compliance of conditions of CorporateGovernance and a Management Discussion and Analysis Statement as stipulated under Clause49 of the Listing agreement forms integral part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 profit and loss of the Company for that period;
(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
WHISTLE BLOWER MECHANISM
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the Company has adopted a Vigilmechanism/Whistle Blower Policy.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION Nomination & Remuneration Policy
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andClause 49 under the Listing Agreement (as may be amended from time to time). Emphasis isgiven to persons from diverse fields or professionals.
a) Ability to contribute and monitor our corporate governance practices.
b) Ability to contribute by introducing international practices to addresstop-management issues.
c) Active participation in long-term strategic planning.
d) Commitment to the fulfilment of a directors obligations and fiduciaryresponsibilities.
KEY MANAGERIAL PERSON
Mr. Raj Kumar Somani who is Managing Director (Executive) Mr. Manish Kumar Somani the Executive Director and Chief Financial Officer who have been appointed beforecommencement of the Companies Act 2013 are the Key Managerial Personnel of the company.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation for devoted services of the Executives Staff and workers ofthe Company for its success.
| ||On behalf of the Board of Directors |
| ||Sd/- |
|Place : Surat ||Mahesh Kumar Somani |
|Dated : 14.08.2015 ||Chairman |
ANNEXURE TO DIRECTORS REPORT
FORM AOC - 1
The information required under Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014for the year ended 31st March2015 are given below:
1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year ended March 2015 : -
(Rs. In Lacs)
|Name of the Director/KMP & Designation ||Remuneration ||% increase in Remuneration in F.Y. 2014-15 ||Ratio to median remuneration ||Comparison of the Remuneration of the KMP against the performance of the company |
|Shri Raj Kumar Somani Director ||4.40 ||- ||2.75 ||The Profit before tax marginally declined by 16.37% but Profit after tax (PAT) registered growth of 35% as compared to last year. |
|Shri Ritesh Kumar Somani Executive Director ||4.00 ||- ||2.50 || |
|Shri Manish Kumar Somani Executive Director ||4.00 ||- ||2.50 || |
The Non-Executive Independent Directors of the Company are entitled for sitting feesconsultancy fees and reimbursement of expenses as per the statutory provisions and arewithin the prescribed limits. The details of sitting fees and consultancy fees paid toindependent directors are provided in the Corporate Governance Report forms a part of theAnnual Report.
2. Percentage increase in the median remuneration of employees in the financial year :12% to 14%
3. Number of permanent employees on the rolls of Company as on 31st March 2015 : 426
4. The explanation on the relationship between average increase in remuneration andCompany performance:
On an average employees received an increase in remuneration of 12% to 14%. The Profitbefore tax marginally declined by 16.37% but Profit after tax (PAT) registered growth of35% as compared to last year.
The increase in remuneration of employees is in line with the market trends and closelylinked to corporate performance business performance and individual performance.
5. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company;
There is no change in remuneration of Key Managerial Personnel.
6. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:
|Date ||Closing Market Price per Share (Rs.) ||Earnings Per Share (Rs.) ||Price Earnings Ratio ||Market Capitalisation (Rs. in Crores) |
|31.03.2014 ||94.00 ||6.45 ||14.57 ||14.10 |
|31.03.2015 ||85.40 ||8.70 ||9.81 ||12.81 |
|% Change ||-9.15 ||34.88 ||-32.66 ||9.14 |
An amount of Rs.1000 invested in the IPO towards 10 shares of Rs.100 each was worthRs.8540.00 (100 shares of Rs. 85.40 each) as on 31st March 2015 excluding dividend.
7) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstance for increase in managerial remuneration :
Average Percentile increase in Remuneration of employees other than ManagerialPersonnel was 12% and average increase in remuneration of Managerial Personnel was Nil.
Average increase in remuneration of both managerial and non-managerial personnel weredetermined based on the overall performance of the Company.
8) Key parameters for any variable component of remuneration availed by the Directors :
Key result areas of the managerial personnel are broadly to achieve Companysgrowth and performance target achieving the same against various adverse externalitiesglobally devising sustenance strategy to combat global forces like competition exchangerate etc which in turn enhance shareholders value. Remuneration of the managerialpersonnel is based on the Remuneration Policy as recommended by the Nomination &Remuneration Committee and approved by the Board of Directors.
9) Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year : NIL
10) Affirmation that the remuneration is as per Remuneration policy :
The Company affirms that the remuneration paid is as per the Remuneration policy of theCompany
11) Pursuant to the provisions of the Companies (Appointment & Remuneration ofmanagerial personnel) rules 2014 no employee is drawing remuneration in excess of theprescribed limits.
ANNEXURE TO DIRECTORS REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITYACTIVITIES
(Pursuant to Section 134 (3) (O) of the Companies Act 2013 and Rule 9 of the Companies(Corporate Social Responsibility) rules 2014)
The CSR Policy sets out the Companys commitment and approach towards CorporateSocial Responsibility for improving the quality of life of the communities it serves.Through the CSR theme of building sustainable livelihoods the Company endeavours tofacilitate livelihood opportunities and promote socio-cultural development.
The focus areas for CSR activities are :
1) Education :
Betex Industries Limited will undertake initiatives for imparting training to developlanguage skills to enhance individual employability of youth in marginalized and deprivedsections of the society.
Supporting projects and programs for education and development of children from weakersections of the society directly or through Charitable Trusts as considered necessary
2) Health :
Providing financial assistance to institutions hospitals charitable trusts and NGOspursuing projects and programs benefiting paediatrics and cancer patients peoplesuffering from AIDS the Blind Deaf and Dumb.
Organising blood donation camps various health check - up camps.
3) Disaster relief & Gauseva:
Contributions towards disaster relief and rehabilitation through appropriate agenciesas and when required.
In addition to the identified areas of focus mentioned above the Company may alsoundertake other activities defined in Schedule VII of the Companies Act 2013.
The CSR policy has been uploaded on the website of the Company at www.betexindia.comAverage net profit of the company for last three Financial years : Rs. 113.89 CroresDetails of CSR spent during the financial year :
a) Total amount to be spent for the financial year : Rs. 2.27 Lacs
b) Amount unspent if any : 0.09 Lacs
c) Manner in which amount spent during the financial year is detailed below :
DETAILS OF CSR EXPENSES FOR THE FINANCIAL YEAR 2014-15
|Sr. No. ||CSR Project of activities identified ||Sector in which the project is covered ||Projects or Programs undertaken (Place) ||Amount outlay (budjet) or project or program wise ||Amount spent on the projects/ programs ||Cumulative expenditure up to the reporting period ||Amount Spent : Director or through implementing agency |
|1 ||Promotion of Education ||Education ||Calcutta ||0.51 ||0.51 ||0.51 ||Friends of Tribals Society |
|2 ||Health care ||Medical ||Surat ||1.00 ||0.55 ||0.55 ||Shree Manav Seva Sangh |
|3 ||Animal Care ||Gauseva ||Surat ||2.00 ||1.12 ||1.12 ||Somolai Hanuman Gaushala |
| || ||Total : || || || ||2.18 || |
The shortfall Rs.0.09 Lacs in the amount spent on CSR activities during the year endedon 31st March 2015 is intended to be utilised in future upon identification of suitableprojects within your Companys CSR policy.
This is to confirm that the implementation and monitoring of CSR Policy is incompliance with CSR objectives and Policy of the company.
ANNEXURE TO DIRECTORS REPORT
PARTICULARS REQUIRED UNDER THE COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988
A. Conservation of Energy :
Energy conservation is a high priority area for the Company. Our continued effort toreduce and optimize the use of energy consumption has shown positive results. The companycontinuously pursues the process of energy conservation through improved operational andmaintenance practices.
a) Energy Conservation measures taken by the company
1) Old Dyeing machines are being replaced by new ones.
2) Installation of Energy monitoring System for greater accuracy of energy consumption.
3) Energy efficient motors installed in place of old motors
4) LED lights were installed in place of florescent being more energy efficient.
b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy:
1) Old Jet water machines are being replaced with new machines.
2) Modification and improvement in process system of printing on fabrics.
3) Optimization in Load Factor.
c) Impact of measures at (a) & (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods.
1) Low energy consumption thereby reduction in cost of production
2) Reduction in wastage and energy/power consumption per unit of yarn.
3) Reduction in Cost.
d) Total energy consumption and energy consumption per unit of production as perprescribed Form - A given hereunder
A. Power and Fuel Consumption:
| ||2014-15 |
|Electricity || |
|(a) Purchased || |
|- Units ||6455676 |
|- Total Amount ||45540706 |
|- Rate/Unit (Rs.) ||7.05 |
(Forms for disclosure of particulars with respect to Technology Absorption)
I. Research and Development (R & D)
1. Specific areas in which R & D carried out by the company
a) Modification in process machineries
b) Installation of new Jet and Dying machines
c) Printing machines of new product concept will be installed.
2. Benefit derived as a result of the above R & D
a) Reduction in wastage and energy/power consumption per unit of yarn.
b) Reduction in operating & maintenance cost thereby increase in margins.
3. Expenditure on R & D/product development
Capital and recurring expenditure is incurred by the company regularly.
Form No. MGT-9 EXTRACT OF ANNUAL RETURN (As on the financial year ended on 31st March2015)
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS
|i) CIN ||L17119GJ1992PLC018073 |
|ii) Registration Date ||7th January 1987 |
|iii) Name of the Company ||Betex India Limited |
|iv) Category/Sub-Category of the Company ||Public Company/Limited by shares |
|v) Address of the Registered office and contact details ||504 Trividh Chambers Opp. Fire Brigade |
| ||Station Ring Road Surat-395002 Gujarat |
| ||India |
| ||Phone:0261-2328902 |
| ||Fax:0261-2334189 |
|vi) Whether listed company ||Yes |
|vii) Name Address and Contact details of Registrar and Transfer Agent if any ||E-2/3 Ansa Industrial Estate Sakivihar |
| ||Road Sakinaka Andheri (E) Mumbai- 400072 India |
| ||Phone:022-40430200/28470652 |
| ||Fax:022-28475207 |
|II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY || |
|All the business activities contributing 10% or more of the total turnover of the company shall be stated ||As per Annexure-A |
|III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES ||As per Annexure-B |
|IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup || |
|as percentage of Total Equity) || |
|(i) Category-wise Share Holding ||As per Annexure-C |
|(ii) Shareholding of Promoters ||As per Annexure-D |
|(iii) Change in Promoters Shareholding ||As per Annexure-E |
|(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs) ||As per Annexure-F |
|(v) Shareholding of Directors and Key Managerial Personnel ||As per Annexure-G |
|V. INDEBTEDNESS || |
|Indebtedness of the Company including interest outstanding/accrued but not due for payment ||As per Annexure-H |
|VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL || |
|A. Remuneration to Managing Director Whole-time Directors and/or Manager ||As per Annexure-I |
|B. Remuneration to other directors ||As per Annexure-J |
|C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD ||As per Annexure-K |
|VII PENALTIES/PUNISHMENT/ COMPOUNDING OF OFFENCES: ||As per Annexure-L |