To The Members of Betex India Limited
Your Directors have pleasure in presenting the 29th Annual Report and Audited Statementof Accounts for the year ended 31st March 2016.
Your Company has delivered a mixed performance despite considerable headwinds. TheCompany has registered consolidated revenue of Rs. 56.48 Crores with Net Profit of Rs.1.04 Crores. We remained resolute and relentless in our quest for strengthening our cost-competiveness better management of working capital and operational excellence across allbusinesses.
| || ||( Rs. In Lacs ) |
|Particulars ||2015-16 ||2014-15 |
|Sales & Income form operation ||5648.12 ||4399.44 |
|Other Income ||35.86 ||24.56 |
|Profit before Financial cost || || |
|Depreciation ||391.15 ||341.21 |
|and Exceptional items & Tax (EBIDTA) || || |
|Interest ||127.99 ||92.32 |
|Depreciation ||141.11 ||130.80 |
|Profit before Tax ||122.06 ||118.09 |
|Provision for Taxation || || |
|Current tax ||24.42 ||23.62 |
|Mat Credit ||4.39 ||-20.99 |
|Deferred Tax ||-10.93 ||-6.98 |
|Profit after Tax ||104.18 ||122.44 |
|Taxation for previous year ||0.00 ||-8.06 |
|profit available for appropriation ||104.18 ||130.50 |
|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. 4399.44 Lacs to Rs. 5648.12Lacs. EBIDTA has been increased from Rs. 341.21 Lacs to Rs. 391.15 Lacsand Net profit after Tax has been decreased from Rs. 122.44 Lacs to Rs. 104.18 Lacsin comparison to
Previous year. Our earning per shares stand at Rs. 6.95 and Book Value per Shares atRs. 128.40 ( Based on equity shares ) as on 31st March 2016.
The Board of directors do not recommended declaring 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 company's shares are compulsorily tradable in the electronicform. As on March 31 2016 almost 78.11% of the Company's total paid-up capitalrepresenting 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. Mahesh Kumar Somani (DIN: 00106449) has been appointed as a non-executiveChairperson of the Company whose office is going to expire on 30.09.2016 at the conclusionof this Annual General Meeting. The Board in its meeting held on 05.08.2016 has subject tothe approval of members in the ensuing Annual General Meeting re-appointed as a Non-Executive Chairman for a period of 3 years with effect from October 1 2016
Mr. Raj Kumar Somani (DIN: 00254038) who has been appointed as an Executive Director ofthe company w.e.f. 1st April 2015.The Board in its meeting held on 30.09.2015has subject to the approval of members in the ensuing Annual General meeting change thedesignation of Mr. Raj Kumar Somani from Executive Director to Managing Director of theCompany with effect from 1st October 2015.
The company has received also declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges
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. The Audit Committee and Nomination & Remuneration Committee wasre-constituted on 01.10.2015.
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 2015-16 and meetings attended
by each member of the Committee as required under the Companies Act 2013 are providedin Corporate Governance Report and forming part of the report.
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at the28th Annual General Meeting of the Company held on September 30 2015 appointed M/s. B.Chordia & Co. Chartered Accountants (ICAI Registration No.: 0121083W) 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 2015-16.
The Board has re-appointed Dhiren R. Dave Practising Company Secretaries asSecretarial Auditors of the Company for the financial year 2016-17.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the Management Discussion and Analysis Reportfor the FY 2015-16 duly reviewed by Audit Committee and approved by Board forms part ofthis Report.
PERSONNEL AND RELATD 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-1 forming part of theAnnual Report.
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 Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures. TheInternal 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.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an integral part of the Company's ethos and policyand it has been pursuing on a sustained basis.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyand the initiatives undertaken by the company on CSR activities during the year are setout in Annexure of this Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. (Annexure -2). The Policy is available on thewebsite of the Company.
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 organization's risk exposures while achieving its objectives. The company'srisk management policy stems from a philosophy of pursuing sustainable growth and creatingeconomic value while calibrating and mitigating risks. The Board of Directors regularlyreview risks and threats and takes suitable steps to safeguard its interest and that thereis no element of risk identified that may threaten the existence of the Company. The focusshifts from one area to another area depending upon the prevailing situation. The RiskManagement Policy has been reviewed and found adequate to the requirements of the Companyby independent firms of Chartered Accountants and approved by the Board. A detailed reporton significant risks and mitigation is forming part of Management's Discussion andAnalysis.
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.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 regarding conservation of energy technology absorption and foreign exchangeearnings and outgo is given in the Annexure-3 forming part of this 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 arm's lengthbasis. Such transactions form part of the notes to the financial statements provided inthis 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 Regulation 27(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms integral part of this Annual Report.
i) The Company has complied with all the mandatory provisions of Regulation 27(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 relating to theCorporate Governance.
ii) Pursuant to Regulation 27(2) and 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with Stock-Exchanges Corporate Governance Report andAuditors Certificate regarding compliance of conditions of Corporate Governance and aManagement Discussion and Analysis Statement as stipulated under Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms integral part ofthis Annual Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 in prescribed Form MGT-9 (Annexure-4)is forming part of the 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.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act 2013 read withSchedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Board of Directors and Senior management andemployees the Company has formulated a comprehensive Code of Conduct (the Code). The Codeis applicable to Directors and Senior management and employees to such extent as may beapplicable to them depending upon their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode reflects the values of the Company viz. Customer Value Integrity one team andExcellence.
A copy of the Code has been uploaded on the Company's website www.betexindia.com . TheCode has been circulated to all the Directors and Management Personnel and its complianceis affirmed by them annually.
A declaration signed by the Company's Managing Director for the compliance of thisrequirement is published in this Report.
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. This policy is explained in Corporate Governance Reportand also uploaded on the website of the company i.e. www.betexindia.com
DISCLOSURE RELATED TO BOARD COMMITTEES AND POLICIES
A) BOARD MEETINGS:
The Board of Directors met 7 times during the financial year ended 31stMarch 2016 in accordance with the provisions of the Companies Act 2013 and rules madethere under. The details thereof are given in the Corporate Governance Report forming partof the Annual report.
B) COMMITTEE MEETINGS:
The Audit Committee of the Board comprises of Mr. Mangilal Lahoti ( Chairman ) Mrs.Deepa Dinesh Agarwal Member and Mr. Mahesh Kumar Somani Member.
All recommendations made by the Audit Committee were accepted by the Board during theyear 2015-16. The brief details of the Audit Committee are given in Corporate GovernanceReport forming part of the Annual report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of Mr. Mahesh KumarSomani(Chairman) Mr. Mangilal Lahoti Member and Mrs. Deepa Dinesh Agarwal Member.
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 andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015(as may be amended from time to time). Emphasis is given to persons from diverse fields orprofessionals.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee review and ensures redressal of investor grievances. The StakeholdersRelationship Committee of the Board comprises of Mr. Mahesh Kumar Somani (Chairman ) Mr.Ritesh Somani Member Mr. Mangilal Lahoti Member and Mrs. Deepa Dinesh AgarwalMember.
The brief details of the Stakeholders Relationship Committee are given in CorporateGovernance Report forming part of the Annual report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid down the Company's policy on Corporate Social Responsibility ( CSR)and the CSR activities of the company are carried out as per the instructions of theCommittee.
The CSR committee of the Board comprises of Mr. Mahesh Kumar Somani Chairman Mr.Ritesh Kumar Somani Member and Mr. Mangilal Lahoti Member.
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 andRegulation 19 SEBI (Listing Obligations and Disclosure Requirement (as may be amended fromtime to time). Emphasis is given 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 director's obligations and fiduciaryresponsibilities.
The Nomination and remuneration Committee has framed the "NOMINATION &REMUNERATION AND EVALUATION POLICY "Annexure - 5(i) and "POLICY ON BOARDDIVERSITY (Annexure - 5(ii)" forming part of the Annual Report.
KEY MANAGERIAL PERSON
Mr. Manish Kumar Somani the Executive Director and Chief Financial Officer Raj KumarSomani Managing Director and Miss Khushboo Vaishnav the Company Secretary and Complianceofficer of the Company are the Key Managerial Personnel of the company.
Your Directors would like to express their grateful appreciation for the assistance andcooperation 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 |
|Place : Surat ||Mahesh Kumar Somani |
|Dated : 05.08.2016 ||Chairman |