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Bhandari Hosiery Exports Ltd.

BSE: 512608 Sector: Industrials
NSE: N.A. ISIN Code: INE474E01029
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OPEN 1.95
PREVIOUS CLOSE 1.94
VOLUME 357548
52-Week high 6.25
52-Week low 1.85
P/E 11.06
Mkt Cap.(Rs cr) 27.54
Buy Price 1.88
Buy Qty 372.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.95
CLOSE 1.94
VOLUME 357548
52-Week high 6.25
52-Week low 1.85
P/E 11.06
Mkt Cap.(Rs cr) 27.54
Buy Price 1.88
Buy Qty 372.00
Sell Price 0.00
Sell Qty 0.00

Bhandari Hosiery Exports Ltd. (BHANDARIHOSIERY) - Director Report

Company director report

To

The Members

BHANDARI HOSIERY EXPORTS LIMITED

Your Directors have pleasure in presenting their 22nd Annual Report togetherwith Audited Accounts of the Company for the year ended 31st March 2015

FINANCIAL RESULTS

(RS. IN LACS)

PARTICULARS 2014-15 2013-14
Turnover 12496.50 11153.09
GROSS PROFIT before interest depreciation and tax 802.70 811.94
Less: Financial expenses 376.64 413.62
Less: Depreciation and preliminary exp. written off 126.52 119.56
PROFIT BEFORE TAX 299.54 278.76
Less: Provision for tax -80.43 81.09
PROFIT AFTER TAX 219.11 197.67
Add: Balance brought forward 1633.59 1435.92
Amount available for appropriation(s) 1852.70 1633.59
Appropriation:
-Proposed Dividend on Equity shares @ Rs. 0.10/- per Equity Share (i.e. 1%)
-Tax on dividend @ 20.36% 14.65 -
Balance carried to Balance Sheet 2.983 -
1835.06 1633.59

PERFORMANCE REVIEW

Despite challenging global and Indian scenario your Company recorded a very goodperformance in terms of increased turnover as well as increased profitability. During theyear 2014-15 your Company was able to achieve turnover of Rs. 12496.50 Lacs as againstRs. 11153.09 Lacs in the previous year showing an increase of 12.05% over the previousyear. The Profits after Tax of the Company for the year ended 31.03.2015 has been Rs.219.11 Lacs as against Rs. 197.67 Lacs in the previous year showing an increase of 10.85%over the previous. The Exports of the Company for the financial year ended 31.03.2015 wereto the tune of Rs. 1390.49 Lacs as against Rs. 1714.67 Lacs in the previous year.

EXPORTS

The Exports of the Company for the financial year ended 31.03.2015 were to the tune ofRs. 1390.49 Lacs as against Rs. 1714.67 Lacs in the previous year.

REVISION IN FINANCIAL STATEMENTS

The Financial Statement were approved by the Board of Directors in its meeting held on29th May 2015 however upon observing some arithmetical errors in calculationof depreciation and some other expenses in the Audited Financial Statements and torecommend payment of dividend for the financial year 2014-15 the Board of Directorsreconsidered and approved the Financial Statements in its meeting held on 22ndJuly 2015.

DIVIDEND

Your directors recommend a dividend of 1% (Rs. 0.10 per Share of face value Rs. 10/-)for the year 2014-15 (Previous year 2013-14- Nil)) subject to the approval of theshareholders at the ensuing Annual General Meeting.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company had declared Interim Dividends in the year 2006-07. The unencashed dividendamount lying unclaimed to the credit of the said Unpaid Dividend Account 2006-07 becamedue for transfer to the Investor Education and Protection Fund in April 2014. The companyhas accordingly transferred all amounts of unencashed dividend amount remaining unclaimedand due for transfer to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with BSE Ltd. (BSE) a Report onCorporate Governance is given as a part of this Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given at the end of Directors' Report andforms part of this Report.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2015 is Rs. 14.65 Crores.During the year under review the Company has not issued any equity shares/ shares withdifferential voting rights or granted stock options or issued sweat equity or purchasedits own shares.

CAPITAL EXPENDITURE

As at 31st March 2015 the gross fixed assets stood at Rs. 53.49 Crores and net fixedassets Rs. 43.57 Crores. Additions during the year amounted to Rs. 23.49 Crores to plant& machinery and other assets amounted to Rs. 1.16 crores.

FINANCE

Fresh long term debt for Rs. 17.16 Crores was raised during the year. However existingterm debts to the extent of Rs. 0.52 crores were repaid. The Cash Credit Limits wereenhanced from Rs. 26.50 Crores to Rs. 39.50 Crores during Financial year 2014-15 and thelimits were availed to the extent of Rs. 28.38 Crores. The company continues to focus onjudicious management of its working capital. Receivables inventories and other workingcapital parameters were kept under strict check through continuous monitoring.

DIRECTORS AND KMPs

(i) Appointments

The Board of Directors has appointed Ms. Manmeet Sikka (DIN 07135079) as AdditionalDirector/Woman Director of the Company in the category of Independent Directors witheffect from 25.03.2015. Ms. Manmeet Sikka subject to approval of the shareholders in theensuing Annual General Meeting is proposed for appointment as Independent Directors for aperiod upto 31.03.2019. Further details of the above Director are given in the CorporateGovernance Report as well as in the Notice of the Annual General Meeting being sent to theshareholders along with the Annual Report.

Further Shri Nitin Bhandari was re-appointed as Chairman & Mg. Director and CEO ofthe Company for a period of 3 years w.e.f. 22.11.2014 by the Board of Directors of theCompany subject to the approval of Members of the Company at ensuing Annual GeneralMeeting. So his appointment as such has been proposed for consideration and approval ofMembers of Company. Further details in this respect are given in the Notice of the AnnualGeneral Meeting being sent to the shareholders along with the Annual Report.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Shri Nitin Bhandari Director retires by rotation and iseligible for reappointment.

(iii) Resignations

During the year under review Shri Manmohan Sikka Independent Director resigned fromBoard of Directors of the Company .

(iv) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

(v) Board Evaluation

In compliance with the provisions of the Companies Act 2013 and Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsNomination & Remuneration Committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

(vi) Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel. More details of the same are given in the Corporate GovernanceReport.

(vii) Board Meetings

During the year 6 Board Meetings and 5 Audit Committee Meetings were convened andheld. The details are given in the Corporate Governance Report. The intervening gapbetween the two Meetings was within the period prescribed under the Companies Act 2013.

(viii) Key Managerial Personnel

During the year 2014-15 the Company had three Key Managerial Personnel viz. Mr. NitinBhandari Chairman & Managing Director & CEO Mr. Surinder Kumar Chief FinancialOfficer and Mr. Gurinder Makkar Company Secretary. On 15th April 2015 ShriSurinder Kumar resigned and Shri Manoj Kumar has been appointed as CFO of the Company inplace.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not directly or indirectly - a) given any loan to any person or otherbody corporate other than usual advances envisaged for supply of materials if any b)given any guarantee or provided security in connection with a loan to any other bodycorporate or person and c) acquired by way of subscription purchase or otherwise thesecurities of any other body corporate.

DEPOSITS

Your company has not invited/ accepted deposits from public as envisaged under Sections73 to 76 of Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 and clause 49 of the ListingAgreement the Company has formulated a Vigil Mechanism for directors and employees toreport genuine concerns has been established. The Vigil Mechanism Policy has been uploadedon the website of the Company at www.bhandariexport.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure- C".

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were on an arm''slength basis and in the ordinary course of the business of the Company. All related partytransactions are placed before the Audit Committee of the Board of Directors for itsapproval. Prior omnibus approval of the Audit Committee of the Board of Directors isobtained for the transactions which are of foreseen and repetitive nature. A statementgiving details of all related party transactions entered pursuant to the omnibus approvalso granted is placed before the Audit Committee of the Board of Directors for theirreview on a quarterly basis. During the year under reference no Material Related PartyTransactions were entered in terms of the proviso to revised Clause 49 VII C of theListing Agreement. Hence the Company is not required to disclose details of the relatedparty transactions in Form AOC – 2 pursuant to clause (h) of sub-section (3) ofSection 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014. The policyon Related Party Transactions as approved by the Board is hosted on the Company’swebsite i.e. www.bhandariexport.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s Vipan Kumar Aggarwal & Company Chartered Accountants the Statutory Auditorsof the Company had been appointed as Statutory Auditors of the Company for a period of 3years at the last annual general meeting held on 29.09.2014 subject to ratification oftheir appointment by the members at every annual general meeting. The shareholders at theensuing annual general meeting will consider ratification of the appointment of theStatutory Auditors. As required under Clause 41 of the Listing Agreement the Auditorshave confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

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 hadappointed M/s Rajeev Bhambri & Associates Company Secretaries a firm ofCompany Secretaries in Practice to undertake the Secretarial Audit of the Company.Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure -A to this report. No adverse comments have been made in the said report by the PracticingCompany Secretary.

COST AUDITORS

For the Financial Year 2014-15 Company was not required to appoint Cost Auditors. Withthe new Cost Audit Rules now the Company was again required to appoint Cost Auditor forthe Financial Year 2015-16. The Board on the recommendation of Audit Committee hasappointed M/s Khushwinder Kumar & Associates Cost Accountants Ludhiana (FirmRegistration No. 00102) as Cost Auditors for the Financial Year 2015-16 and theremuneration of the Cost Auditor has been proposed to be approved by the members in theAnnual General Meeting .

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31 2015 AND DATE OF THE REPORT.

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2015) and the date of the Report.

EXPANSION

The Company has made expansion and modernization in fabric dyeing and boiler division.The Company has plans to set up yarn dying within premises as a part of ongoing expansionand modernization programme.

AUDITORS' REPORT

The Auditors' Report is self-explanatory and do not call for further comments asthere are no adverse remarks in the Auditors' Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has in accordance with the applicable provisions of the Companies Act2013 appointed Secretarial Auditors as well as Internal Auditors for the year 2015-16.

LISTING OF SECURITIES

The securities of the Company are listed only on BSE Ltd. (BSE) Floor 25 PhirozeJeejeebhoy Towers Dalal Street Mumbai. The Company has paid the Listing Fees to the BSEupto the financial year 2015-16

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year underreview.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with StockExchanges the Cash Flow Statement for the year ended 31st March 2015 is annexed at theend of Financial Statements.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT CHILD LABOUR ETC.

Sr. Category No. of complaints during financial year 2014-15 No. of complaints pending as at end of year 2014-15
1 Child labour/forced The Company does not hire Child Labour Not Applicable
labour/involuntary labour Forced Labour or Involuntary Labour.
No case reported
2 Sexual Harassment No case reported Not applicable
3 Discriminatory employment No case reported Not applicable

CORPORATE SOCIAL RESPONSIBILITY

The provisions with respect to Corporate Social Responsibility and constitution of CSRCommittee are not applicable to the Company in view of applicability criteria set underSection 135 and Schedule VII of the Companies Act 2013 read with as well as theprovisions of the Companies (Corporate Social Responsibility Policy) Rules 2014.

However the Company has an innate desire and zeal to contribute towards the welfare andsocial upliftment of the community. The Company continues to abide by its general SocialResponsibility and maintain following certifications:

W.R.A.P. CERTIFICATION

The Company's core values on safety occupational health environmental stewardship andrespect for people permeate all of its actions and will continue to guide its decisionsand actions in the future. The Company's commitment to environmental health and safetyprocesses is practised by the leadership and at all levels of management. The Companytakes all reasonable and practicable steps to protect occupational health and safety ofemployees community and the environment affected by its process products and services.It is all due to the emphasis on Social Responsibility that the Company gets Certificationfrom Worldwide Responsible Apparel Production (W.R.A.P.) USA a Voluntary Non ProfitOrganization which certifies Health Safety Welfare measures and compliance with Govt.and other Regulatory Authorities laws and bye laws by a Apparel/Textile Unit.

BSCI (Business Social Compliance Initiative) CERTIFICATION

The Company heading towards good Corporate Social Responsibility also have s BSCI(Business Social Compliance Initiative) Certification. European retail companies andassociations have developed a common monitoring system simplifying and standardizing therequirements and individual monitoring procedures. The BSCI is based on the labourstandards of the International Labour Organization (ILO) and other important internationalregulations like the UN Charta for Human Rights as well as on national regulations. TheInitiative aims at continuously improving the social performance of suppliers leading toBest Practice like SA8000 certification or equivalents and thus sustainably enhancingworking conditions in factories worldwide. The Certification achieved by the Company inthe true sense reflects the true spirit of the Company in improving working conditionssocial health safety welfare and good Corporate practices. Besides the company would beable to get the confidence of EU based customers by ensuring good social compliance.

C-TPAT CERTIFICATION

The Company has got C-TPAT Certification and achieved another important milestone.C-TPAT (Customs - Trade Protection Against Terrorism) is a voluntary USgovernment-business initiative to build cooperative relationships that improve overallinternational supply chain and U.S. border security. This initiative was launched toassist the trading community in the war against Terrorism some criteria such as BusinessPartner Requirements (Security Procedures) Container Security (Seals ContainerInspection etc) Physical Access Control Procedural Security Security Training andAwareness Physical Security Information Technology.

C-TPAT stands for Customs Trade Partnership Against Terrorism and it is just that: apartnership or relationship that a company voluntarily builds with customs to ensure themovement of it’s supply chain on the company’s side and to reassure customs thatthe company is not importing anything hazardous into the U.S. C-TPAT focuses on"securing company’s supply chains with regards to terrorism." It has nodoubt its imperative benefits as the Foreign buyer get more relied about theCompany’s Risk Management System and Safety and Security procedures adopted.

SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE

There is no Subsidiary /Associate Company of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - D".

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act.

PARTICULARS OF THE EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 lacs during the financial year 2014-15. So thisinformation is NIL.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith at

"Annexure- B" .

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 ofthe Section 134(3)(c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies’ have been selected and applied consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2015 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its business operations. Internalcontrol systems comprising of policies and procedures are designed to ensure reliabilityof financial reporting compliance with policies procedures applicable laws andregulations and that all assets and resources are acquired economically and usedefficiently and adequately protected.

DECLARATION REGARDING CODE OF CONDUCT

All the members of the Board and senior management personnel have affirmed compliancewith the Code of Conduct of the Company for the year ended 31st March 2015 anda declaration to that effect signed by the Chairman & Managing Director is attachedand forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continued assistance andco-operation extended to the Company by the Government of India Government of PunjabState Bank of India the large family of shareholders businessassociates/customers/buyers the dedicated employees and all other business constituentswho are continuing to assist your Company.

For and on behalf of the Board of Directors
Sd/-
Place : Ludhiana (Nitin Bhandari)
Date : 10.08.2015 Chairman & Managing Director

"ANNEXURE-A" TO THE DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Bhandari Hosiery Exports Limited

Bhandari House Village Meharban Rahon Road

Ludhiana-141007 (Pb.).

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bhandari Hosiery ExportsLimited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31 March 2015 (‘AuditPeriod’) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 March 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):—

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28 October 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

vi) We further report that there are adequate systems and processes in theCompany commensurate with the size and operations of the company to monitor and ensurecompliance with laws relating to all labour & industrial laws The Competition Act2012 all environmental laws.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Adequate notice is given to alldirectors to schedule the Board Meetings agenda and detailed notes on agenda were sent atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously orby the majority as recorded in the minutes of the meetings of the Board of Directors orCommittee of the Board as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Sd/-

Rajeev Bhambri & Associates

Company Secretary in whole time practice

C.P. No. 9491

Place: Ludhiana

Dated: 10.08.2015

Note: This report is to be read with our letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this Report.

‘ANNEXURE A’

To

The Members

Bhandari Hosiery Exports Limited

Bhandari House Village Meharban Rahon Road

Ludhiana-141007 (Pb.).

Our report of even date is to be read along with this letter.

1. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

2. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

3. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Sd/-

Rajeev Bhambri & Associates

Company Secretary in whole time practice

C.P. No. 9491

Place: Ludhiana

Dated: 10.08.2015

"ANNEXURE -B" TO BOARD’S REPORT

I. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

1. The ratio of the remuneration of each director to the median employee’sremuneration for the financial year and such other details as prescribed is as givenbelow:

Name Ratio
Mr. Nitin Bhandari (Chairman & Managing Director) 9:1
Other Directors (Non Executive and Independents) (Only Sitting Fee paid) N.A.
Mr. Gurinder S. Makkar (Company Secretary) 2.5:1
Mr. Surinder Kumar (CFO) (Resigned after 15.04.2015.) 3.13:1

For this purpose sitting fees paid to the directors has not been considered asremuneration.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

Name Designation % Increase
Mr. Nitin Bhandari* Managing Director NIL
Mr. Surinder Kumar Chief Financial Officer NIL
Mr. Gurinder S. Makkar Company Secretary NIL

*There was no increase in remuneration of of KMP during the financial year 2014-15.

3. Percentage increase in the median remuneration of employees in the financial year :10.25%.

4. The number of permanent employees on the rolls of company: 234

5. The explanation on the relationship between average increase in remuneration andCompany performance:

The Company’s PAT were 219.11 lacs as compared to 197.67 lacs in the previousyear. The incremental increase in the salaries of employees is based on salarybenchmarking done with industry peers to ensure retention of experienced employees.Company performance has indirect linkage to overall compensation of employees.

6. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

There was no increase in the remuneration of Key Managerial Personnel during the year2014-15 though the Profit After Tax of the Company increased by 10.85%.

7. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or 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:

Closing date of Financial Year Issued Capital (Shares) Closing Market Price per share EPS PE Ratio Market Capitalization (Rs. lacs)
31.03.2014 14652695 44.4 1.35 32.89 6505.8
31.03.2015 14652695 30.2 1.50 20.13 4425.11
Increase/(Decrease) - -14.20 0.15 -12.76 -2080.69
% of Increase/ Decrease) - -31.98 11.11 -38.80 -31.98

Market quotations of the shares of the Company in comparison to the rate at which theCompany came out with the last public offer.

The equity shares of the Company were initially listed on BSE Ltd. in the year 1995. Ason 31st March 2015 the market quotation of the Company’s share price(closing price) was Rs. 30.20. The Company did not come out with any public offers in thelast financial year.

8. 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 any exceptionalcircumstances for increase in the managerial remuneration:

There is only one Whole Time Director i.e. Managing Director. There was no increase inremuneration paid to Managing Director during the Financial Year 2014-15. Average increasein remuneration for employees other than Managerial Personnel is in line with the industrypeers and to ensure retention of experienced employees.

9. Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company:

% Increase (avg.) in remuneration of KMP Company performance
NIL During the year 2014-15 Company’s turnover was Rs. 12496.50 Lacs showing an increase of 12.05% over the previous year. The Profits after
Tax for year 2014-15 were Rs. 219.11 Lacs showing an increase of 10.85% over the previous.

 

Name Remuneration of KMP (Rs. lacs) Performance of the Company – PAT as on 31st March 2015 (Rs. lacs)
Mr. Nitin Bhandari Mg. Director 14.40
Mr. Surinder Kumar (CFO) 5.34 219.11
Mr.Gurinder S. Makkar Company Secretary 4.19

10. The key parameters for any variable component of remuneration availed by thedirectors: There is no variable component in the remuneration of Shri Nitin BhandariManaging Director. The Non Executive and Independent Directors are not paid anyremuneration by the Company except sitting fee. As regards the remuneration of Mg.Director the same is paid with the approval of Members of Company. There were no changesin remuneration payable tom Mg. Director as compared to previous year.

11. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable

12. It is hereby affirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees.

II. INFORMATION AS PER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 – Not Applicable.

For and on behalf of the Board of Directors
Sd/-
Place: Ludhiana (Nitin Bhandari)
Date: 10.08.2015 Chairman & Managing Director

"ANNEXURE- C" TO BOARD’S REPORT

STATEMENT CONTAINING PARTICULARS PURSUANT TO SECTION 134 (3) (m ) OF THE COMPANIES ACT2013 READ WITH RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES 2014

1. CONSERVATION OF ENERGY

(a) Energy conservation has been an important thrust area for the Company and iscontinuously monitored. The adoption of energy conservation measures has helped theCompany in reduction of cost and reduced machine down-time.

(b) Energy conservation is an ongoing process and new areas are continuously identifiedand suitable investments are made wherever necessary.

(c) Various on-going measures for conservation of energy include (i) use of energyefficient lighting and better use of natural lighting (ii) reduction of energy loss and(iii) replacement of outdated energy intensive equipment.

The company provides high priority to energy conservation schemes to conserve naturalresources and is regularly taking effective steps to conserve energy wherever possible.This continues to remain thrust area with studies discussions and analysis beingundertaken regularly for further improvements. The Company has given due attention towardsconservation of energy. It not only reduces the cost of production but also helps inconservation of natural resources which are depleting very fast. The Company is constantlylooking for savings of energy and trying to conserve energy continuously by modificationsor trying alternate means and continuously upgrading technology and work practices. Stepsare being taken to conserve energy on a continuous basis. Besides continuing the measurestaken in earlier years following steps were taken during the year 2014-15 with a view toreduce the cost of energy and consequently the cost of production.

Conservation measures taken proposed measures being implemented for reduction ofconsumption of energy and consequent impact thereof for the year 2014-15:

Measures taken Saving amount Energy Savings
(Rs. In Lacs) 2014-15 (Units in Lacs)
• Installation of energy efficient light fittings.
• Replacement of old & re-wound motors with Energy Efficient Motors
• Replacement of derated & defective Capacitors
• Optimising Water usage in dyeing and reducing load on ETP and power usage. 3.75 0.60
• Use of inverters in Unit .

(d) Total energy consumption and energy consumption per unit of production is given inthe table below:

1 ELECTRICITY 2014-15 2013-14
a PURCHASED UNIT 991246 929572
Total Amount 6399154 6480967
Rate per unit 6.45 6.97
b OWN GENERATION THROUGH DIESEL GENERATOR(S)
Units produced KWH 388610 420240
Unit per litre of Diesel KWH 5.06 5.3
Total Diesel consumed LTR 76776 79290
Diesel cost RS 3818070 3914902
Cost per unit of KWH Rs/ Kwh 9.82 9.32
2 COAL NIL NIL
3 FURNANCE OIL NIL NIL
4 OTHER INTERNAL GENERATION NIL NIL
5 a HUSK FOR STEAM RS. 14421204 8883714
b HUSK FOR STEAM Kg KG. 2782975 1944160
Rate Per Kg 5.18 4.57
6 a DIESEL FOR STEAM 40214 40059
b Rate per Ltr 49.73 54.15
Consumption / unit production
Production of garments 1002301 964629
Electricity Consumed Kwh/pc 0.99 1.40
Husk Consumed Kg/pc NIL NIL

2. RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION

Technology absorption Innovation and Research & Development (R & D) is acontinuing Process and a continued emphasis is given on quality improvement and productupgradation.

1. Specific areas in which R & D activities were carried out by the Company: 2. Benefits Derived
-Better Quality; reduced wastages
-Quality Improvement -Cleaner environment
-Yield/Productivity Improvement -Safer operations and improved competitiveness
-Energy Conservation
-New Technology/Product development

3. Future Plan of Action

Management is committed to strengthen R & D activities for product development asper requirements and to improve its competitiveness in the times to come.

4. Expenditure on R & D

a) Capital : Nil b) Recurring : Nil Total : Nil

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not imported any technology from abroad. However the company has beenusing the imported machinery. The Company has been making efforts for absorption of latesttechnology. Your Company has the modern and the state of art technology for themanufacture/fabrication of garments. The Company has necessary research and qualitycontrol facilities.

Benefits Derived

The Company has achieved improvement in quality and lower cost of production.

(3) PARTICULARS OF FOREIGN EXCHANGE EARNING AND OUTGO (RS. IN LACS)

Activities relating to export initiatives taken to increase exports development ofnew export market for products and services and export plans are given hereunder:

• The sale of more environment friendly products has increased.

• The Company has explored new markets and buyers and is going good with recentlyobtained buyers.

• Targeting growth in the next financial year.

The Company has continued to maintain focus and avail of export opportunities based oneconomic considerations. There have been concentrated efforts to maintain and improveexports performance and to meet the need of end users. The Management has laid continuousthrust for exploring new markets and as a result the Company was also able find some newforeign customers. The position of Foreign Exchange earnings and Outgo for the financialyear 2014-15 is as under:

FOREIGN EXCHANGE EARNING AND OUTGO (RS. IN LACS)

Sr. Particulars 2014-15 2013-14
a. Foreign Exchange Earnings (FOB value of Exports commission earned) 1249.50 1603.16
b. Foreign Exchange Outgo (CIF value of Imports and expenditure in foreign currency) 1540.78 95.45

 

For and on behalf of the Board of Directors
Sd/-
Place : Ludhiana (Nitin Bhandari)
Date : 10.08.2015 Chairman & Managing Director

"ANNEXURE –D" TO BOARD’S REPORT

EXTRACT OF ANNUAL RETURN

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration Rules 2014)]

FORM NO MGT -9

I. Registration and Other Details

CIN L17115PB1993PLC013930
Registration Date 25.11.1993
Name of the Company BHANDARI HOSIERY EXPORTS LIMITED
Category/Sub- category of the Company Company limited by shares / Non Government company
Address of the Registered Office and Contact Details Bhandari House Village Meharban Rahon Road Ludhiana-
141007 PUNJAB INDIA
Whether Listed Yes (LISTED AT BSE)
Name address and contact details of Registrar and M/S LINK INTIME INDIA PVT LTD.
Transfer Agents If any 44 COMMUNITY CENTRE 2nd FLOOR NARAINA
INDUSTRIAL AREA PHASE- I NEAR PVR NARAINA
NEW DELHI -110 028
EMAIL: DELHI@LINKINTIME.CO.IN
PHONES: 011- 41410592-94 FAX: 011- 41410591

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

Sl No. Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Knitted hosiery garments 2650 27.13
2. Fabrics 2650 67.13

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES :

Sl No. Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(I) Category - Wise Shareholding

No. of shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total % of total Share s Demat Physical Total % of Total shares % chang e during the year
A. Promoters
(1) Indian
a) individual / HUF 3484176 0 3484176 23.78 3474029 0 3474029 23.71 -0.07
b) Central Govt. 0 0 0 0 0 0 0 0 0
c) state Govt. 0 0 0 0 0 0 0 0 0
d) Bodies Corporate 0 0 0 0 0 0 0 0 0
e) Banks/ FI 0 0 0 0 0 0 0 0 0
f) Any Others 0 0 0 0 0 0 0 0 0
Sub -Total (A)(1): 3484176 0 3484176 23.78 3474029 0 3474029 23.71 -0.07
(2) Foreign
a) NRIs -Individuals 0 0 0 0 0 0 0 0 0
b) Others - Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corporate 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any others 0 0 0 0 0 0 0 0 0
Sub Total (A)(2): 0 0 0 0 0 0 0 0 0
Total Shareholding of Promoters (A)= (A)(1) + (A)(2) 3484176 0 3484176 23.78 3474029 0 3474029 23.71 -0.07
B. Public Shareholding
(1) Institutions
a) Mutual Funds/UTI 0 0 0 0 0 0 0 0 0
b) Banks /FI 17 0 17 0 0 0 0 0 0
c) central Govt. 0 0 0 0 0 0 0 0 0
d) State Govt. 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 155000 0 155000 1.06 1.06
h) Foreign Venture Capital
Funds 0 0 0 0 0 0 0 0 0
i) others (Specify) 0 0 0 0 0 0 0 0
Sub -Total (B)(1): 17 0 17 0 155000 0 155000 1.06 1.06
(2) Non -Institutions
a) Bodies Corporate
i) Indian 1685205 39955 1725160 11.77 1899200 39855 1939055 13.23 1.46
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individual
i) Individual Shareholders holding nominal share capital upto 1 lakh 1120502 445040 1565542 10.68 1276078 434220 1710298 11.67 0.99
ii) Individual Shareholders holding nominal share capital in excess 1 lakh 6355260 850135 7205395 49.17 6566964 0 6566964 44.82 -4.35
c) others (specify) 0 0 0 0 0 0 0 0 0
i) Shares Held by pakistani citizens vested with the Custodian of Enemy Property 0 0 0 0 0 0 0 0 0
ii) Others foreign Nationals 0 0 0 0 0 0 0 0 0
iii) Foreign Bodies 0 0 0 0 200000 0 200000 1.36 1.36
iv) NRI / OCBs 66337 0 66337 0.45 148608 0 148608 1.01 0.56
v) Clearing Members / Clearing House 124225 0 124225 0.85 21308 0 21308 0.14 -0.71
vi) Trust/HUF 356843 125000 481843 3.29 437433 0 437433 2.99 -0.30
vii) Limited Liability
Partnerships 0 0 0 0 0 0 0 0 0
viii) Foreign Portfolio Investor (Corporates) 0 0 0 0 0 0 0 0 0
ix) Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
Sub -Total (B)(2): 9708372 1460130 11168502 76.22 10549591 474075 11023666 75.23 -0.99
Total Public Shareholding (B)= (B)(1) + (B)(2) 9708389 1460130 11168519 76.22 10704591 474075 11178666 76.29 0.07
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total (A+B+C)
13192565 1460130 14652695 100 14178620 474075 14652695 100 0

ii) Shareholding of Promoters

S. No. Shareholders Shareholding at the beginning of the year Shareholding at the end of the year
Name No. of Shares % of total Shares of the Company % of shares Pledged/ encumbere d to total Shares No. of Shares % of total Shares of the Company % of shares Pledged/ encumbered to total Shares % change in share holding during the year
1 NARESH BHANDARI 675 0.00 0 675 0.004 0 0.00
2 NITIKA BHANDARI 697711 4.76 0 693681 4.73 0 -0.03
3 SURESH K BHANDARI 17960 0.12 0 8100 0.05 0 -0.07
4 NITIN BHANDARI 2767830 18.89 0 2517830 17.18 0 -1.71
5 KUSUM BHANDARI 0 0 0 253743 1.73 0 1.73
TOTAL 3484176 23.78 0 3474029 23.71 0 -0.07

iii) Change in Promoters’ Shareholding (please specify if there is no change)

S. No. Shareholding at the beginning of the year Cumulative Shareholding during
No. of Shares % of otal Shares of the company No. of the year shares % of total Shares of the company
At the beginning of the year 3484176 23.78
Date wise Increase / Decrease in 10147 -0.07 ( as per list) ( as per list)
Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) (Date wise as per list) (Date wise as per lists below)
At the end of the year 3474029 23.71

 

REASON %
PURCHASE DATE REASON QTY SALES DATE QTY. CUM. BAL.
NITIKA BHANDARI 01.04.2014 OPENING BALANCE 697711 697711 4.76
22.12.2014 PURCHASE 5000 702711 4.80
26.12.2014 PURCHASE 3970 706681 4.82
22.01.2015 SALE 13000 693681 4.73
31.03.2015 CLOSING BAL. (A) 693681

 

REASON %
NARESH BHANDARI PURCHASE DATE REASON OPENING QTY SALES DATE CLOSING BAL. (B) REASON QTY. CUM. BAL.
01.04.2015 BAL. 675 31.03.2015 675 675 0.004
REASON ` %
KUSUM BHANDARI PURCHASE DATE QTY SALES DATE QTY. CUM. BAL.
01.04.2015 OPENING BAL. 0 0 0
13.06.2014 GIFT FROM SON 250000 250000 1.71
01.10.2014 BOUGHT 4400 254400 1.74
16.12.2014 SOLD FOR CHARGES 657 253743 1.73
31.03.2015 CLOSING BAL (C) 253743 1.73

 

SURESH K BHANDARI DATES SALE (-) / PURCHASE (+) QTY. REASON CUM BAL %
01.04.2014 17960 0 OPENING BAL. 17960 0.12
04/04/2014 -1770 SALE 16190 0.11
11/04/2014 460 PURCHASE 16650 0.11
18/04/2014 -2800 SALE 13850 0.09
02/05/2014 -700 SALE 13150 0.09
16/05/2014 -1000 SALE 12150 0.08
23/05/2014 -1000 SALE 11150 0.08
13/06/2014 -1700 SALE 9450 0.06
20/06/2014 -850 SALE 8600 0.06
30/06/2014 -1200 SALE 7400 0.05
04/07/2014 -700 SALE 6700 0.05
11/07/2014 1800 PURCHASE 8500 0.06
25/07/2014 100 PURCHASE 8600 0.06
01/08/2014 600 PURCHASE 9200 0.06
08/08/2014 -500 SALE 8700 0.06
15/08/2014 -900 SALE 7800 0.05
22/08/2014 -900 SALE 6900 0.05
12/09/2014 3000 PURCHASE 9900 0.07
19/09/2014 -1100 SALE 8800 0.06
10/10/2014 -2300 SALE 6500 0.04
13/02/2015 1000 PURCHASE 7500 0.05
27/03/2015 600 PURCHASE 8100 0.06
31.03.2015 CLOSING BAL. (D ) 8100 0.06

 

NITIN REASON REASON CUM.
BHANDARI PURCHASE DATE QTY SALES DATE QTY. BAL. %
01.04.2014 OPENING BAL 2767830 2767830 18.89
13.06.2014 GIFT TO MOTHER 250000 2517830 17.18
31.03.2015 CLOSING BAL (E) 2517830 17.18

TOTAL OF SHARES HELD BY PROMOTERS AT THE END OF YEAR =(A+B+C+D+E) = 3474029 (23.71%)iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

S. No. Cum. Shareholding during the year
For each of Top 10 Shareholders Shareholding at beginning of the No. of Shares the year % of total Shares of the Company No. of shares % of total Shares of the Company
1. ANIRUDH KHEMKA 575000 3.92 380123 2.59
2. GEETA RADHAKRISHNA DESAI 478356 3.26 478356 3.26
3. VASUDHA GURUDAS DESAI 441499 3.01 441499 3.01
4. SHREYAS DINESH SHARMA 351324 2.40 176324 1.20
5. GURUDAS DESAI 330355 2.25 330355 2.25
6. RADHAKRISHNA S DESAI 330354 2.25 330354 2.25
7. ALKA MITTAL 250000 1.71 250000 1.71
8. RAJEEV MITTAL 250000 1.71 214500 1.46
9. RAMESH KANJI PATEL 250000 1.71 121461 0.82
10. HANSA DILIP PATEL 250000 1.71 100000 0.68
11. ANILA R PATEL 250000 1.71 250000 1.71

v) Shareholding of Directors and Key Managerial Personnel

S. No. Mg. Drector Shareholding at the beginning of the year Cumulative Shareholding during the year
1. Mr. Nitin Bhandari
Chairman & Managing Director No. of Shares % of total Shares of the Company No. of shares % of total Shares of the Company
At the beginning of the year 2767830 18.89

Date wise Increase / Decrease in Share holding during the year specifying the reasonsfor increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

PURCHASE DATE REASON OPENING QTY SALES DATE REASON QTY. CUM. BAL. %
01.04.2014 BAL 2767830 0 2767830 18.89
13.06.2014 GIFT TO MOTHER 250000 2517830 17.18
31.03.2015 CLOSING BAL (E) 2517830 17.18
Bal. At the end of the year 2517830 17.18

 

S. No. Other Directors Shareholding at the beginning of the year—NIL/NA* Cumulative Shareholding during the year
2 to 4 1. Mr. Vikas Nayar- Director No. of Shares % of total Shares of the Company No. of shares % of total Shares of the Company
2. Mr. Ashish Thap ar- Director
3.Ms. Manm eet Sikka- Director
At the beginning of the year
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
At the end of the year --NIL/NA*

*Except Shri Nitin Bhandari Mg. Director none of other directors havebought/sold/owned any shares in the Company during year 2014-15.

S. No. CFO Shareholding at the beginning of the year Cumulative Shareholding during the year
5. Mr. Surinder Kumar (Ex-CFO) No. of Shares % of total Shares of the Company No. of shares % of total Shares of the Company
At the beginning of the year
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)
At the end of the year

 

S. No Company Secretary Shareholding at the beginning of the year Cumulative Shareholding during the year
6 Mr. Gurinder Singh Makkar (Company No. of % of total Shares of the Company No. of shares % of total Shares of the Company
Secretary) Shares
At the beginning of the year 0 0

Date wise Increase / Decrease in Share holding during the year specifying the reasonsfor increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

Dates PURCHASES P. QTY SALES ON MKT. QTY CUM. BAL %
01-Apr-14 Opening Bal. 0 0 0 0
04-Jul-14 Buy 800 800 0.01
08-Jul-14 Sell 1 799 0.01
10-Jul-14 Buy 1260 Sell 2059 0 0
11-Jul-14 Buy 1765 Sell 280 1485 0.01
15-Jul-14 Sell 200 1285 0.01
16-Jul-14 Buy 120 Sell 200 1205 0.01
17-Jul-14 Sell 610 595 0
18-Jul-14 Sell 180 415 0
21-Jul-14 Sell 415 0 0
22-Jul-14 Buy 2350 Sell 1350 1000 0.01
23-Jul-14 Buy 2000 Sell 2000 1000 0.01
24-Jul-14 Buy 2002 Sell 3002 0 0
25-Jul-14 Buy 2375 Sell 2059 316 0
28-Jul-14 Sell 316 0 0
04-Aug-14 Buy 1440 Sell 131 1309 0.01
05-Aug-14 Sell 1300 9 0
19-Aug-14 Sell 9 0 0
Totals 14112 14112 0 0
At the end of the year 0 0

V) INDEBTEDNESS

Indebtedness of the company including interest outstanding /accrued but not due forpayment (Amt. in Rs.)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the year
i) Principal Amount 283233698 9623540 0 292857238
ii) Interest due but not paid 180580 0 0 180580
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 283414278 9623540 0 293037818
Change in Indebtedness During the Financial year
Addition 171575600 15436000 0 187011600
Reduction 5169218 7040874 0 12210092
Net Change 166406382 8395126 0 174801508
Indebtedness at the end of the financial Year 0
i) Principal Amount 447760019 18018666 0 465778685
ii) Interest due but not paid 2060641 0 0 2060641
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 449820660 18018666 0 467839326

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Director and / or Manager:

(AMT. IN RS.)

Sr. No. Particulars of Remuneration Name of Managing Director /Whole - Time Direct
MR. NITIN BHNADARI CHAIRMAN & MG. DIRECTOR
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 1440000/-
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 --
(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961 --
2. Stock Option --
3. Sweat Equity
4. Commission - as % of profit - others specify… --
5. Others please specify --
Total (A) 1440000/-
Overall Ceiling as per the Act 5% of Net Profits or Rs. 8400000/- whichever is higher.

B. REMUNERATION TO OTHER DIRECTORS:

MR. MANMOHAN SIKKA (RESIGNED W.E.F. 14.02.15 MR. ASHISH THAPAR MS. MANMEET SIKKA (APPOINTED W.E.F. 25.03.15) MR. VIKAS NAYAR AMOUNT (IN Rs.)
Sr No. Particulars of Remuneration CATEGORY OF DIRECTOR INDEPENDENT INDEPENDENT INDEPENDENT NON- EXECUTIVE
1 Independent Directors
1.Fee for attending board / committee meetings 25000 20000 0 N.A. 45000
2. Commission NIL NIL NIL NIL NIL
3.Others please specify* NIL NIL NIL NIL NIL
Total (1) 25000 20000 0 - 45000
2 Other Non-Executive Directors N.A. N.A. N.A. 17500 17500
1.Fee for attending board / committee meetings N.A. N.A. N.A. 17500 17500
2. Commission NIL NIL NIL NIL NIL
3.Others please specify* NIL NIL NIL NIL NIL
Total (2) N.A. N.A. N.A. 17500 17500
Total (B)=(1+2) 62500
Total Managerial Remuneration (A+B) 1502500

 

a. 5% of Net Profits or Rs. 8400000 whichever is higher for Mg. Director Remuneration
Overall ceiling as per Act b. 1% for of Net Profits for directors other than Managing/whole time directors (Excluding Sitting Fee)

* Please note that the Company pays only sitting fee to Independent and Non ExecutiveDirectors.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER /WTD

(Amount in RS.)

Name of Key Managerial Personnel
MR. GURINDER MAKKAR (Company Secretary) MR. SURINDER KUMAR (C.F.O) Total
Sr No. Particulars of Remuneration
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 418834 534000 952834
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2. Stock Options
3. Sweat Equity NIL NIL
4. Commission - as % of profit - others specify NIL NIL
5. Others please specify NIL NIL
Total 418834 534000 952834

VII. PENALITIES /PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment / Compounding fees imposed Authority [RD/ NCLT/ COURT] Appeal made if any (give details )
A. COMPANY
Penalty
Punishment
Compounding Nil
B. DIRECTORS
Penalty
Punishment
Compounding Nil
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding Nil

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