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Bhalchandram Clothing Ltd.

BSE: 532583 Sector: Others
NSE: BHALCHANDR ISIN Code: INE992S01012
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Bhalchandram Clothing Ltd. (BHALCHANDR) - Director Report

Company director report

TO THE MEMBERS OF

M/S. BHALCHANDRAM CLOTHING LIMITED

(FORMERLY KNOWN AS BHALCHANDRAM CLOTHING PRIVATE LIMITED)

Your Board of Directors of the Company take pleasure in presenting the Director'sReport along with Audited Financial Statements of your Company for the Financial Yearended 31st March 2016. The Directors are pleased to inform that the Company has currentlylisted under Emerge Institutional Trading Platform of NSE-SME to widen its scope ofdrawing in prospective investors into the Company.

The Company was listed in the said platform with effect from 6th July 2015 to exposeto a wide variety of institutional investors. This report pertains to the financialperformance of the Company during the financial year from 1st April 2015 to 31st March2016 wherein the Company was listed under Emerge Institutional Trading Platform ofNSE-SME.

Keeping in view that the Company is listed as on the date of this report during thefinancial year under review the Directors have gathered this Annual Report in compliancewith SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 and CompaniesAct 2013 including the reenactments and modifications from time to time have endeavoredto the extent applicable.

Financial Highlights

The financial performance of the Company for the year ended March 31 2016 issummarized below:

(in Rs.)

Particulars Current year Previous Year
Sales 88180150 12210916
Other Income 977667 2371331
Total Income 89157817 14582247
Less: Operating and Admin. Expenses 88098609 11920885
Profit/Loss Before Tax 1059208 2661362
Depreciation 0 0
Tax
Current Tax 253620 822360
Tax adjustment of earlier years 0 0
Deferred Tax 0 0
Profit/(Loss) after Tax 805588 1839002
Earnings per share (Rs.) : Basic 1.44 3.68
Diluted 1.44 3.68

Results of Operations

During the year under review your Company has reported a total income of Rs.891.57Lakhs out of which the sale realization has increased by 727.85% at Rs.856.39 Lakhs whencompared to previous years proceeds of Rs.117.66 Lakhs. The Company has received incomethrough duty drawback of Rs. 25.40 Lakhs during the year under review. The Company hasshown a considerable growth in Sales though the Cotton textile Industry has had a generalslow down in the market.

Dividend

Your Directors feel prudent not to recommend any dividend for the year in view ofplough back of profit in the business of the Company.

Transfer to Reserves

The company has not transferred any amount to the Reserves during the year.

Nature of Business and Changes therein

The Company is engaged in the business of trading of Cotton textiles and to specializein the export of quality Cotton Yarns and fabrics. The Company covers a wide variety ofCotton Yarns including carded & combed ring spun yams of coarse & fine counts plyyarns special yarns and grey fabrics.

During the year under review there has been no change in the nature of business of theCompany. Company was get listed in the EMERGE Institutional Trading Platform of NSE SMEwith effect from 6th July 2015 to expose to a wide variety of institutional investors.

Management Discussion and Analysis Report

Industry Structure and Development

The Textile Industry in India accounts for 14% of the total Industrial productionleading to 4% of the GDP of the Country which is one of the significant contributors tothe Indian economy. During the year 2015-2016 the Cotton Textile Industry has been understress because of market trends. After witnessing challenges during the year 2014 and formost part of 2015 given unfavorable economic conditions the Indian textiles and garmentssector has seen reversal of trends in second half of 2015. The steep decline in exports ofcotton yarn to China has created over supply and price decline in the domestic market.

With domestic and global economic conditions gradually improving along with the focusedefforts made by Ministry of Textiles Indian textiles and garments sector is set forgrowth buoyed by revival in domestic consumption and export demand.

Bhalchandram Clothing Limited is mainly engaged in the export trading of cotton yarn inall coarser and fine counts where the Company has strong presence and leadership. TheCompany enjoys the excellent relationship with its overseas customers which has beenbuilt over the years by strictly adhering to delivery schedules maintaining consistentquality and providing prompt after sales service.

Opportunities and Threats

The future of Indian Cotton Textile Industry is highly depending on availability of rawmaterial at a competitive price. With the introduction of Hybrids and BT Cotton thecotton production in India is increasing every year. The government is making efforts tosupply proper quality seeds at a reasonable price to the growers and it is expected thatthe supply of quality cotton will be comfortable.

In the past the Textile Industry did not develop in an organized manner and the policyfavored fragmentation resulting in organized players suffering heavily because of thedistorted fiscal structure. Fortunately in the last few years the Government has nowprovided level playing field to all the sectors of textile industry and therefore largeinvestments are coming in the textile industry. Government had given good incentives underTechnology Upgradation Fund Scheme and also benefits to the processing sector which willgive boost to the textile industry.

Outlook

The long term objective of the Company is to remain strong player in the cottontextiles export market with strong emphasis on product and market development value addedyarns customer services and Technology Up gradation. Your Company is also continuouslyimproving its operational efficiency and cost control which alone can improve the bottomline in future in highly competitive environment. Further your Company is hopeful to getadvantage of the overall good times likely to come for the Indian Cotton Textile Industryand will do all out efforts to secure the bigger share of the increasing market in future.

A stable outlook on cotton and synthetic textiles would result from favourable policyenvironment improvements in demand-supply position continued stability in input costsand consequent improvement in margins/liquidity. It is unlikely that the sector's outlookwill turn positive until fundamental issues such as power shortage lack of technology andmodern machinery and demand slowdown are resolved. However foreign direct investment inretail is an opportunity that would unleash demand in the long run and offset any slowdownin exports.

By encashing the rich experience gained by the Company in the Cotton Textile sectorthe company has plans to increase its efforts of marketing and to open up foreign officesin order to better serve its customers. The emphasis will also be on more exports of valueadded items such as dyed yarns speciality yarns and grey and dyed fabrics.

Risks and Concern

> Our business shall dependent on the availability/supply and cost of raw materialswhich we source from domestic suppliers. Any significant increase in the prices of theseraw materials

or decrease in the availability of the raw materials could adversely affect ourresults of operations.

> Our business is subject to regulation by several authorities which could have anadverse effect on our business and our results of operations.

> We are heavily dependent on our Promoters and the loss of their guidance andservices may adversely affect our business or results of operations.

> Change in Government of India's Economic Liberalization policies may hinder pricesof our equity shares

> Change in Tax laws in India (i.e. central tax service tax and income tax) mayincrease tax liabilities of the company inversely affecting PAT

> Slowdown in the Indian economy may inverse effect in our profit

> Any Natural calamities terrorist attack on India may hinder our profit

> Change in economic regulations and laws may also effect the company adversely

Internal Control Systems and their adequacy

The Company has a proper adequate internal control system to ensure that all the assetsare safe guarded and protected against the loss from unauthorized used or disposition andthat transactions are authorized recorded and reported correctly.

The internal control is supplemented by an extensive internal audit periodical reviewby the management and documented policies guidelines and procedures. The internal controlis designed to ensure that the financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of assets.

Financial and Operational Performance

During the year under review your Company has reported a total income of Rs. 196.74Lakhs when compared to previous years proceeds of Rs. 247.01 Lakhs.

Liquidity and Capital Resources

Particulars 2015-2016 2014-2015
(' in Rupees) (' in Rupees)
Cash and Cash Equivalents -
Beginning of the year 2401005 18258539
End of the year 398550 2401005
Net Cash provided (used) by -
Operating activities (8048563) (22143242)
Investment activities 946108 6285890
Financial activities 5100000 -

The net cash inflow utilized in the operating activities during the year under reviewhas been Rs.(80.49) Lakhs as compared to Rs. (221.43) Lakhs in previous year. However theinflow from investment activity stands at Rs. 9.46 Lakhs as compared to loss of Rs. 62.86Lakhs in previous year. The Cash outflow from financial activities is Rs. 51.00 Lakhs forthe year under review.

Material Developments in Human Resources

The Company continues to lay emphasis on developing and facilitating optimum humanperformance. Performance management was the key word for the Company this year.Recruitment process has been strengthened to ensure higher competence levels.

Material changes and commitments affecting financial position between the end of thefinancial year and date of report

The Company has been listed in the EMERGE Institutional Trading Platform of NSE SME todraw in prospective investments into the Company as the management intends to expand itsbusiness in the manufacturing sector in future subject to favorable market conditions.

To fit into one of the eligibility criteria of getting listed on the said platform ofthe Stock Exchange the Company had issued shares on a private placement of 60000 EquityShares at a price of INR 85/- per share thereby drawing in an investment of INR 51 Lakhsin May 2015. Further there has been no other material changes or commitments affectingthe financial position of the Company between the end of the financial year to which thefinancial statements relate and the date of report.

Subsidiary Companies Joint Ventures and Associate Company

The Company does not have any subsidiary Company Joint Venture or Associate Companyand no such Company ceased to exist as per the provisions of Section 2(87) of theCompanies Act 2013 as on 31st March 2016.

Deposit

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. As on April 1 2014 no amounts were outstanding which were classified as‘Deposits' under the applicable provisions of Companies Act 1956 and hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Companies Act 2013 is not applicable.

Particulars of Contracts or Arrangements with Related Parties

The Section 188 of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 specifies the requirement for approval of the Board and/or theMembers as and when applicable in related party transactions in relation tocontracts/arrangements.

During the year under review the Company has not entered into related partytransactions as per the provisions of Section 188 of the Companies Act 2013. Transactionswith the related parties consist off only unsecured loans accepted which are outside thepurview of section 188 of the Act hence disclosure in Form AOC-2 is not required.

Particulars of Loans Guarantees and Investments

The Company has not provided any Loans Guarantees during the year.

Board of Directors and Key Managerial Personnel

1. Appointments

During the year Mrs. Meghna Vijay Panchal was appointed as Additional Director of theCompany with effect from 29th December 2015 as per the provisions of Section 161 of theAct and Mrs. Nidhi Dharam Sharma was appointed as Company secretary and Key ManagerialPersonnel with effect from 1st January 2016.

2. Retire by rotation and Re-appointments

Mr. Ujwal Lahoti (DIN: 00360785) Directors retire by rotation at the forthcomingAnnual General Meeting and being eligible offer themselves for reappointment.

Committees of Board

The Board has 3 Committees: Audit Committee and Stakeholder's Relationship Committee.The Company is in the process of adoption of the Nomination and Remuneration Committee. Adetailed note on the functions of the Board and Committee are provided hereunder. TheAudit Committee and Stakeholders Relationship Committee were formed on 19th May 2015 at aBoard meeting to comply with the requirement of the Listing agreement and the otherapplicable provisions of the Companies Act 2013. The Composition of the Committees are asfollows:

1. Audit Committee

The Company has constituted the Audit committee ("Audit Committee") as perthe provisions of Section 177 of the Companies Act 2013 vide resolution passed in themeeting of the Board of Directors held on May 19 2015.

The Audit Committee comprises of the following members:

Name of the Director Designation in the Committee
Mr. Prakash Ramchandra Bang (Independent Director) Chairman
Mr. Mahesh Bhattad (Independent Director) Member
Mr. Ujwal Lahoti (Managing Director) Member

All the members are financially literate and have accounting / related financialmanagement expertise.

The Audit Committee advises the Management on the areas where internal control systemcan be improved. The Company has appointed M/s. Lahoti Navneet and Co. CharteredAccountants as Internal Auditors to review and report on the internal control system. Thereport of the internal auditors is reviewed by the Audit Committee. The Internal Auditorssubmits their recommendations for the Audit Committee and provides their road map forfuture action.

The Role function responsibility and constitution of the Audit Committee is inaccordance to the provisions of Section 177 of the Companies Act 2013 and as per SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015.

The Audit Committee functions according to its Charter that defines its compositionauthority responsibilities and reporting functions. The terms of reference of the AuditCommittee inter alia includes the following function:

• To investigate any activity within its terms of reference.

• To seek information from any employee

• To obtain outside legal or other professional advice

• To secure attendance of outsiders with relevant expertise if it considersnecessary

• Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial information is correct sufficient andcredible.

• Recommending to the Board of Directors the appointment re-appointment and ifrequired the replacement or removal of the statutory auditor and the fixation of auditfees.

• Approval of payment to statutory auditors for any other services rendered by thestatutory auditors

• Reviewing with the management the annual financial statements beforesubmission to the Board of Directors for approval with particular reference to:

a. Matters required to be included in the Directors' Responsibility Statement to beincluded in the Director's report in terms of clause (2AA) of section 217 of the CompaniesAct 1956.

b. Changes if any in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement.

d. Significant adjustments arising out of audit.

e. Compliance with listing and other legal requirements relating to financialstatements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

• Reviewing with the management the half-yearly financial statements beforesubmission to the Board of Directors for approval.

• Reviewing with the management the statement of uses / application of fundsraised through an issue.

• Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control systems.

• Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the officialheading the department reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where

there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the Board of Directors.

• Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors.

• To review the functioning of the Whistle Blower mechanism in case the same isexisting.

• Approval of appointment of CFO (i.e. the whole-time Finance Director or anyother person

heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

• Carrying out any other function as mentioned in the terms of reference of theAudit Committee.

In addition to the above carry out such other functions/powers as may be delegated bythe Board of Directors to the Committee from time to time.

2. Stakeholder's Relationship Committee

The Stakeholder's Relationship Committee comprises of the following members:

Name of the Director Designation in the Committee
Mr. Mahesh Bhattad (Independent Director) Chairperson
Mr. Prakash Ramchandra Bang (Independent Director) Member
Mr. Umesh Lahoti (Executive Director) Member

The terms of reference of Shareholders / Investors Grievance Committee complies withrequirements of as per SEBI (Listing Obligations And Disclosure Requirements) Regulations2015 and as per the provisions of Section 178 of the Companies Act 2013. Mr. MaheshBhattad is the Chairman of Shareholders / Investors Grievance Committee.

The terms of reference of Stakeholders Relationship Committee inter alia includes thefollowing:

• Redressal of Shareholders' debenture holders' and other security holders'investors complaints including complaints related to transfer of shares;

• Allotment of shares approval of transfer or transmission of shares debenturesor any other securities;

• Issue of duplicate certificates and new certificates onsplit/consolidation/renewal;

• Non-receipt of declared dividends balance sheets of the Company; and

• Carrying out any other function as prescribed in the Listing Agreement.

The Stakeholders Relationship Committee was constituted in May 2015.

Declaration by Independent Directors

Mr. Prakash Ramchandra Bang and Mr. Mahesh Bhattad are the Independent Directors on theBoard of the Company. The Company has received the declaration from all the IndependentDirectors confirming that they meet the criteria as set out in the provisions of Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015.

Vigil Mechanism/Whistle Blower

The Vigil Mechanism as envisaged in the Companies Act 2013 and the Rules prescribed isimplemented through the Whistle Blower Policy to provide for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe Chairperson of the Audit Committee. This vigil mechanism has been formulated with aview to provide a mechanism for Directors/ Employees of the Company to approach the ChiefEthics Officer of the Company or Chairperson of the Audit Committee of the Company orChairman of the Company or Corporate Governance Cell.

Company has made arrangements of vigil mechanism under which company has formed somerules regulation & code of Conducts. All these mechanisms are for proper & fluentworking of the business activities. Following are the Objectives of Vigil Mechanism:

• To encourage employees to bring ethical and legal violations they are aware ofto an internal authority so that action can be taken immediately to resolve the problem

• To minimize the organization's exposure to the damage that can occur whenemployees circumvent internal mechanisms

• To let employees know the organization is serious about adherence to codes ofconduct.

To support this Vigil Mechanism of the Company in full measure members are requestedto send their opinion Suggestions or complaints on following address:

Add.: 2201 Dhavalgiri August Kranti Marg Nana Chowk Mumbai-400036 E-mail Id:investor@bhalchandram.com

Directors' Responsibility Statement

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(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 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 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.

Auditors and Auditors' Report

M/s. S.R. Marda and Co. Chartered Accountants Solapur (ICAI Registration No.114092W) Statutory Auditor of the Company who are currently the Statutory Auditor of theCompany have expressed their willingness to be continue to act as Statutory Auditor of theCompany.

As required under the provisions of the Section 139 of the Companies Act 2013 theCompany has obtained written confirmation from M/s. S.R. Marda and Co. CharteredAccountants if made would be in conformity with the limits specified in the Section.Your Directors propose and wish the ratification of their appointment for the benefit ofthe Company and request the Shareholders to approve the ratification of appointment of theStatutory Auditors and fix their remuneration.

The notes on accounts referred to the Auditor's Report are self - explanatory and therehas been no qualification/ remark made thereunder and therefore the same does not call forany further comments/explanation from the Directors.

Secretarial Auditor

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 Mr. Atul V. Kulkarni a Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report forms part ofthis report as "Annexure - 1".

Share capital:

During the year under review Company allotted by way of private placement 60000equity shares of Rs. 10/- each to M/s. Reliance Commercial Company Limited being theangel investor as on 19th May 2015 as an investment which was one of the eligibilitycriteria for the Listing of the Company in NSE-SME Emerge ITP Stock Exchange.

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2015-2016.

Equity Shares with Differential Rights.

The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2015-2016

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2015-2016.

Disclosure of Remuneration paid to Director and Key managerial personal

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 2 to the Board's report.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Extracts of Annual Return

As per the provisions of Section 134(3)(a) of the Companies Act 2013 an extract ofthe annual return in the prescribed format in Form MGT-9 is annexed to this Board's Reportas Annexure - 3.

Number of meetings of the board and audit committee 1. Board of Directors Meetings.

During the Financial Year 2015-16 the Company held 6 board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and listing agreement were adhered to while consideringthe time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present
1 04/05/2015 4 4
2 19/05/2015 4 4
3 24/08/2015 4 4
4 16/09/2015 4 4
5 29/12/2015 4 5
6 25/02/2016 5 5

2. Meeting of Audit Committee.

Audit Committee Meetings were convened and held on 24/08/2015 16/09/2015 29/12/2015and 25/02/2016.

Annual Evaluation of the Board

As per the provisions of the Companies Act 2013 the Board has carried out an annualperformance evaluation of its own performance of its individual performance as well as ofthe Board as whole.

Remuneration policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Explanation or comments by the board on qualifications reservations or adverse remarksor disclaimer made

Auditors report read with notes to Financial Statements are self explanatory and do notcall for any further comments.

Statutory disclosures

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 as amended up-to-date are setout hereunder:

Energy Conservation Measures. Technology Absorption and R & D Efforts and ForeignExchange Earnings and Outgo Energy Conservation

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy. The Company has installed energyconservative equipment's like LED (Light Emitting Diode) lights instead of CFL (CompactFluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipment's. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.

Foreign Exchange Earnings and Outgo:

During the period under review the Company has earned Foreign Exchange ofRs.85639313 /- when compared to previous year earning of Rs. 11766969/-. There hasbeen no outgo.

Code of conduct:- Principles Practices and Values

Your Company is committed to the principles of effective corporate governance. Webelieve that adherence to these principles is essential to maintaining shareholder trustand securing long-term growth. We are of the opinion that growth governance empowermenttransparency compliance are all equally relevant and applicable to businesses - not justto Government.

Thus the Corporate Governance practices of the Company provide transparency indisclosures of the Company's activities business plans operating results and futurestrategy.

Obligation of company under the sexual harassment of women at workplace (preventionprohibition and redressal) act 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

Risk Management

Risk management is the identification assessment and prioritization of risks followedby coordinated and economical application of resources to minimize monitor and controlthe probability and/or impact of unfortunate events or to maximize the realization ofopportunities. Risk management's objective is to assure uncertainty does not deflect theendeavor from the business goals.

The Company is in the process of laying down procedures to inform the members of theBoard about the risk assessment and minimization procedures.

Corporate social responsibility

The Corporate Social Responsibility criteria is not applicable to the Company andtherefore the Board does not comments on this point.

Details of Significant and Material orders passed by the regulators or Courts ortribunals impacting the going concern status and Company's operations in future

No significant and Material Orders passed by the Regulatory authority or Court ofTribunals impacting the going concern Status and Company's operation in future during thefinancial year ended 31st March 2016.

Business responsibility report

Business responsibly report is applicable to top five hundred listed companies based onmarket capitalization as on 31 March 2016 therefore business responsibility report is notapplicable for this company.

Report on Corporate Governance

As SEBI (LODR) Regulations 2015 report on Corporate Governance is applicable to alllisted company except listed on SME Exchange therefore report on Corporate Governance isnot applicable to this company

Acknowledgement

Your Directors wish to express their grateful appreciation for co-operation and supportreceived from customers financial institutions Banks regulatory authorities customersvendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contributionof the employees at all levels as without their focus commitment and hard work theCompany's consistent growth would not have been possible despite the challengingenvironment.

For and on behalf of the Board

Ujwal R. Lahoti Umesh R. Lahoti
(Executive Chairman) (Managing Director)
Place: Mumbai (DIN 00360785) (DIN 00361216)
Date: 16/08/2016