Bharat Textiles & Proofing Industries Ltd.
|BSE: 531029||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE201N01019|
|BSE LIVE 10:17 | 03 Jul||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531029||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE201N01019|
|BSE LIVE 10:17 | 03 Jul||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.
I FINANCIA L RESULTS IN STANDALONE BASIS:
During the year under review your company has achieved the following financial results:
2. PERFORMANC E OF THE COMPANY:
The revenue from operations for the Financial year 2014-15 is Rs. 778673101-as compared to revenue of Rs. 77161119/- for the Financial year 2013-14.
BTPIL is proudly one of the leading exporters of canvas fabric. Over the years theCompany have earned a respectable reputation for our Quality consistency and services. TheCompany normally export our products to Australia Dubai U.K. USA Srilanka WestIndies South Africa Algeria New Zealand U.A.E. Etc.
RANGE OF PRODUCTS INCLUDES:
Truc k Covers
Grey cotton canvas/duck
Polyester-Cotton 100% Polyester Canvas
Chemically processed canvas
Waterproof Rot proofed canvas
Fire Retardant Canvas
Arm y ducks and Number ducks
Relie f Tents
Bags Tents Sleeping BagMaterials Etc.
Company's new factory is under construction in Tada it will start functioning fromnext year. Company has high expectations from the new factory.
3. CHANG E IN NATURE OF BUSINESS IF ANY
Our Company has not deviated its line of business activity nor has expanded the area ofactivities; therefore there is no change in the nature of business for the year underreview.
4. DIVIDEN D n view of the resultsi achieved and to conserve theresources of the company for the future expansion modernization & working capitalpurpose your directors do not recommend any dividend for this year.
The Company has no reserves for the financial year 2014-15 and the balance of theReserves lying in the Company's account is running into negative balance of Rs. (474. 16)lakhs.
6. SHARE CAPITAL
There is no further issue of shares during the year 2014-15.The Capital structure ofthe Company is as follows:
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company has no subsidiaries associate and joint ventures therefore disclosingthe names of the respective entities does not arise.
8. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY OCCURRING AFTER BALANCE SHEET DATE
There are no material changes or commitments likely to affect the financial position ofthe Company which is having an impact on the functioning and working of the Company. Theoperations of the Company have been effectively being managed and the Management shallreview the performance from time to time in order to monitor the business activities ofthe Company.
9. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THECOMPANIES ACT2013
There were no loans guarantees and investments under Section 186 of the Companies Act2013 during the year 2014-15.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED
TO IN SUB SECTION (I) OF SECTION 188 OF THE COMPANIES ACT2013
All transactions entered by the Company during the Financial year 2014-15 with relatedparties were on an arm's length basis in the ordinary course of business and were incompliance with the applicable provisions of the act.
Approval of Audit committee was taken for entering into transaction with relatedparties and the transactions were reviewed on a quarterly basis.
Form AOC-2 disclosing the particulars of contracts/arrangements entered into by theCompany with related parties including the arm's length transaction has been enclosed.
The Company has not accepted any deposits hence the directives issued by Reserve bankof India and the provisions of sections 73 to 76 or any other relevant provisions of theCompanies Act 2013 are not applicable to the company.
12. INTERNA L AUDITORS
The Company has carried out the internal audit for every quarter during the year2014-.15 by M/S. A.K. Lunawath & Associates Chartered Accountants and the reportsissued by the respective Auditor have also been considered and taken on record.
13. STATUTORY AUDITORS
The Auditors of your Company M/s. Sakaria & Associates Chartered Accountantshold office until the conclusion of the Twenty Fifth Annual General Meeting and beingeligible offer themselves for re-appointment as the Auditors of your Company forthefinancial year 2015-16.The Company has received the consent from the Auditors for theirappointment for the respective year.
The Auditor's report on the financial statements for the year 2014-15 does not containarty qualification or adverse remark.
14. COST AUDITORS.
Cost Audit is not applicable to the Company.The Central government has not specifiedmaintenance of cost records for the Company under sub- section (I) of section 148 of theCompanies act 2013.Therefore there is no requirement for appointment of Cost Auditors.
15. SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014 the Company hasappointed M/S. JM & Associates represented by Mr. Soy Joseph and Sony George Mathew asthe Secretarial Auditors of the Company for the financial year 2014-15.
The report of Secretarial Audit for 2014-15 is attached herewith as annexure.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies act 2013 the Board of Director's to thebest of their knowledge and ability confirm that:
i in the preparation of the annual accounts the applicable accounting standards hadbeen followed abng with proper explanation relating to material departures;
ii. had selected such accounting policies and applied them consistently .and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
iii. had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
iv. had prepared the annual accounts on a going concern basis; and
v. ha d laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. COMPOSITION OF BOARD
The Company has in all 6 Directors with considerable professional experience indivergent areas connected with corporate functioning. The Board is headed by Mr. AjeetKumar Managing Director and Mr. Anil Bhandari Whole-time Director of the Company who areentrusted with the substantial powers of the management of the Company subject o t thesuperintendence control and directions of the Board and has Ms. Shikha Bhandari asWomenDirector on the Board.The Board hasthree Non-executive Independent Directors namely Mr.Rajesh GurdasWadhwa Mr. Mahendrakumar Bhandari and Mr. S.Vinod Kumar thereby complyingwith the provisions of Clause 49 of the Listing Agreement.
The Directorships held by the Directors as mentioned above do not include AlternateDirectorships and Directorships held in Foreign Companies Companies registered underSection 8 of the Companies Act 2013 and Private Limited Companies.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 27* September 2014 the membershad approved the appointments of Mr. S. Vinod Kumar Mr. Rajesh Gurdas Wadhwa and Mr.Mahendra Kumar Bhandari as Independent
Directors for a term of five years from 27th September 2014.All the IndependentDirectors have given declarations that they meet the criteria of independence as providedin Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement. In theopinion of the Board they fulfill the conditions of independence as specified in the Actand the rules madnrthereunder and they are independent of the management.
Mr. Anil Kumar Bhandari retire by rotation at the forthcoming Annual General Meetingand being eligible offers himself for re-election. Brief particulars and expertise abouthim has been given in the annexure to the Notice of the Annual General Meeting inaccordance with the requirements of listing agreement with the Stock Exchange.
Mr. Anil Kumar Bhandari has been appointed as Chief Financial Officer (CFO) of theCompany to comply with the provisions of Section 203 of the Companies Act 2013. Other thanthis no other Key Managerial Personnel has been appointed or retired or resigned duringthe year under review.
In order to comply with Section 149 of the Companies Act 2013 the Company hadappointed Ms. Shikha Bhandari as the Women director of the Company vide the circularresolution dated 31st March 2015.
19. POLIC Y ON APPOINTMEN T O F DIRECTOR S AN D CRITERI A FO R DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The Nomination and Remuneration committee is responsible for developing competencyrequirements for the Board and in this regard conducts a gap analysis to determine theBoard composition on a periodic basis including each time a Director appointment orreappointment is required.The committee hasframed a policy to determine thequalifications positive attributes and independence of a Director. The key features ofthe policy are:
Qualification s - The Board nomination process encourages diversity of thoughtexperience; knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.
Positive attributes - Apart from the duties of Directors asprescribed in theCompanies act 2013 the Directors are expected to demonstrate high standards of ethicalbehavior communication skills and independent judgement
Independenc e - A Director will be considered independent if he/she meet thecriteria laid down in Section 149(6) of the Companies act 2013 and clause 49 of thelisting agreement
20. COMMITTEES OF BOARD
During the financial year 2014 -15 the Board constituted some of its Committees inaccordance with the Companies Act 201 3.There are currently three Committees of the Boardas follows:
i Audi t Committee
ii. Nominatio n and Remuneration Committee
iii. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance".
21. FORMAL ANNUAL EVALUATION OF BOARD COMMITTEES ETC HAS TAKEN PLACE
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI under Clause 49 of the Equity Listing Agreement the Board of Directors("Board") has carried out an annual evaluation of its own performance and thatof its committees and individual directors.
The performance of the Board and individual directors was evaluated by the Boardseeking inputs from all the directors. The performance of the committees was evaluatedby\the Board seeking inputs from the committee members. The Nomination and remunerationcommittee reviewed the performance of the individual directors.
A separate meeting of the In-dependent directors was also held to review theperformance of Non-independent Directors and performance of the Board as a whole.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc.
22. BOAR D MEETINGS
Four meetings of the Board of Directors were held during the year under review 2014-15.
Details of the composition of the Board and its committees and of the meetings heldattendance of the Directors at such meetings and other relevant details are provided inthe Corporate Governance Report During the year under review the Board has accepted allrecommendations of the Audit Committee.
23. VIGI L MECHANISM
The Company has adopted a Whistle blower policy establishing vigil mechanism toprovide a formal mechanism to the directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. The policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provide for direct accessto the Chairman of the Audit Committee. It has affirmed that no personnel of the Companyhas been denied access to the Audit Committee.
24. EXTRAC T OF ANNUAL RETURN
As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return in Form MGT-9 is enclosed asAnnexure.
25. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
A) Energ y Conservation:
Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels.The details of consumption are asfollows:
Power Consumption from 01.04.2014 to 31.03.2015
B) Foreign Exchange Earnings and Outgo:
C) Technology Absorption Adaptation and Innovation Research and Development:
Research and Development activities are carried out on an ongoing basis for improvingquality of the products.
D) Insuranc e
All the insurable interests of your Company including inventories buildings plant andmachinery are adequately insured.
26. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY
The Company in order to comply the provisions of the Companies Act 2013 and provide aneffective mechanism for implementing risk management system had adopted the policy on riskmanagement for evaluating and monitoring various risks that could threaten the existenceof the Company.The Company had not faced any major risks and no major deviations from theactuals as attained by the Company. The Audit committee has to review the the policyperiodically. The Board takes overall responsibility for the overall process of riskmanagement in the organisation. The Board shall take note of any future threats and shallreport to the Company for formulating an effective mechanism and strategy.
27. MATERIAL ORDERS PASSED BY THE REGULATORS COURTS TRIBUNALS
There are no significant material orders passed by the Regulators or Courts orTribunals which would have impact on the going concern status of the Company and itsfuture operation.
28. ADEQUAC Y OF INTERNAL FINANCIA L CONTROL S WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has an adequate system of internal controls in place. It has documentedpolicies and procedures covering all financial and operating functions. These controlshave been designed to provide a reasonable assurance with regard o t maintaining of properaccounting controls for ensuring reliability of financial reporting monitoring ofoperations protecting assets from unauthorised use or losses compliances withregulations.The Company has continued its efforts o t align all its processes and controlswith global best practices.
29. PREVENTIO N OF SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at work place and has adopted asexual harassment policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules thereunder forprevention and redressal of complaints of sexual harassment at workplace.
All employees are treated with dignity with a view to maintain a work environment freeof sexual harassment whether physical verbal or psychological.
No complaints were received during the year.
30. REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the Directors Report and theCertificate from the Chartered Accountant in Whole-time Practice confirming compliance ofCorporate Governance norms as stipulated in Clause 49 of the listing agreement with theBombay Stock Exchange is included in the Annual Report
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis of the financial conditions including the resultof the operations of the company for the year under review as required under clause 49 ofthe ListingAgreement is given as a separate statement n i the Annual Report.
32. REMUNERATION POLICY:
The Nomination and Remuneration Committee (NRC) has formulated a policy relating to theremuneration of the directors key managerial personnel and other employees.The philosophyfor remuneration is based on the commitment of fostering a culture of leadership withtrust The remuneration policy has been prepared pursuant to the provisions of Section178(3) of the Companies act 2013 and Clause 49 of the listing agreement While formulatingthis policy the committee has considered the factors laid down in Section 178(4) of theCompanies Act 2013 which are us under:
That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully;
Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.
The key principles governing the remuneration policy are as follows:
Role played by the individual
Reflective of size of the company complexity of the sector/industry/Company'soperations and the Company's capacity to pay
Consistent with recognised best practices and
Aligned to any regulatory requirements.
In accordance with the policy the Managing/Executive/KMPs/ employees are paidbasic/fixed salary.
The non-executive Directors including Independent directors are paid sitting fees forattending the meetings of the Board and committees of the Board.
The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy.
The information required under Section 197 of the Companies act 2013 read with rule5(l) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014has been attached as annexure.
33. COMMENTS ON QUALIFICATIONS MADE IN SECRETARIAL AUDIT REPORT
The Following qualifications were made in the secretarial audit report;
1. Non appointment of Company secretary.
2. The Company has not filed forms with the Registrar of Companies for increasing theauthorized capital to Rs. 160.000.000/- from Rs. 120.000.000/- which was approved earlierby the shareholders by passing a special resolution vide EGM dated 31.08.2013 and
3. The Company has not filed the list of eligible applicants with the Centralgovernment w.r.t. unclaimed amount.
With respect to the above qualifications the Board would like to reply that;
1. Company is in the process of appointing a Company Secretary.
2. The Company has initiated necessary steps to file the requisite form to comply withthe provisions of the act.
3. The Company is taking necessary actions to file the list of eligible applicants withCentral government and to comply with the required provisions.
34. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS
There are no employees who are paid remuneration in excess of the limits specifiedunder Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration) Rules 2014 as amended from time to time.
35. ACKNOWLEDGEMENTS :
The Director's wish to convey their appreciation to all of the Company's employees fortheir enormous personal efforts as well as their collective contribution to the Company'sperformance. The Director's would also like to thank the employees shareholderscustomers dealers suppliers bankers Government and all other business associates forthe continuous support given by them to the Company and their confidence in itsmanagement.
FOR AND ON BEHALF OF THE BOARD
Annexure to Directors' Report
The information pursuant to Section 197 of the Companies act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
. I Th e ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
2. The percentage increase in remuneration of each Director CFO in theFinancial year:
3. There is no change in the median remuneration of employees in the financial year;
4. The number of permanent employees on the rolls of the Company; 72
5. The explanation on the relationship between average increase in remuneration andCompany performance; There is no increase in remuneration of employees
6. Comparison of remuneration of Key Managerial Personnel against the performance ofthe Company:
7. Variations in the Market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
Percentage increase over decrease in the market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer
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 personnel and justification thereof and point out if there areany exceptional circumstances for increase in the managerial remuneration: No increase
10. Comparison of each remuneration of the Key managerial personnel against theperformance of the Company:
Particulars Mr.Ajeet Bhandari Mr. Anil Bhandari
11. The key parameters for any variable component of remuneration availed by thedirectors;
There is no change in the remuneration of the Directors.
12. 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:
13. Affirmation that the remuneration is as per the remuneration policy of the Company;
The Company affirms that the remuneration is as per the remuneration policy of theCompany.