Your Directors present the Ninth Annual Report together with the audited financialstatements of Bhilwara
Technical Textiles Limited ("BTTL") for the year ended 31st March2016.
Your Companys performance during the fiscal year
2015 -2016 is summarized below:
(Rs in lac)
| ||2015-16 ||2014-15 |
|Total Income ||74.78 ||201.35 |
|Profit before Interest ||57.13 ||183.76 |
|Depreciation & Tax || || |
|Profit before Tax ||57.13 ||183.76 |
|Profit after Tax ||38.07 ||164.88 |
|Add: Opening Balance ||849.29 ||684.41 |
|Profit available for appropriation ||38.07 ||164.88 |
|Profit Carried to Balance Sheet ||887.36 ||849.29 |
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources your directors do not recommend any dividend for theyear under review.
Your Directors inform that the Company is continuously exploring opportunities andavenues for pursuing business operations. Your Directors inform the Members that yourCompany during the year under review recorded satisfactory profitability. The Companyachieved a net profit of(In Rs)38.07 lac against(In Rs)164.88 lac in the previous year asits investment did not yield any dividend during the current fiscal against` 132 lac inthe previous year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Shekhar Agarwal Director retires by rotation and being eligible offers himselffor reappointment.
Your Directors further inform the members that during the year under review ShriShekhar Agarwal was appointed as Chairman and Managing Director for a term of three yearsw.e.f. 01.4.2015 and Smt. Sunita Mathur was appointed as the Independent Director for aterm of five years w.e.f. 27.3.2015 at the previous Annual General Meeting held on 29thSeptember 2015. Your Directors further inform the Members that the declaration has beentaken from the Independent Directors at the beginning of the financial year stating thatthey meet the criteria as specified under sub-section (6) of Section 149 of the CompaniesAct 2013.
Shri Shantanu Agarwal was co-opted on Board as Additional Director with effect from 27thMay 2016 and he shall hold office up to the date of ensuing Annual General Meeting. TheBoard recommends the appointment of Shri Shantanu Agarwal in ensuing Annual GeneralMeeting.
During the year Shri Rahul Handa was appointed as Company Secretary and Chief FinancialOfficer of the Company in place of Ms. Khwahish Rawal who left the services of theCompany. Shri Rahul Handa was also designated as Key Managerial Personnel in terms ofSection 203 of the Companies Act 2013.
M/s. Ashim & Associates Chartered Accountants New Delhi Statutory Auditor of theCompany retire at the conclusion of the ensuing Annual General Meeting and being eligibleunder Section 141 of the Companies Act 2013 and the Rules framed thereunder offerthemselves for re-appointment. The observations of the Auditors if any are explainedwherever necessary in the appropriate notes to the accounts. Further pursuant to section138 of the Companies Act 2013 read with The Companies (Accounts) Rules 2014 Shri RahulHanda was also appointed as Internal Auditor of the Company for part of year 2015-16 inplace of Ms. Khwahish Rawal who served as Internal Auditor for part of the year.
Your Directors further inform that pursuant to Section 204 of the Companies Act 2013read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Shri Devesh Pandey Practicing Company Secretary holding Membership No. ACS 27793and also holding Certificate of Practice No. 10021 issued by the Institute of CompaniesSecretaries of India was appointed as the Secretarial Auditor of the Company for theFinancial Year 2015-16. The Report of Secretarial Audit is annexed as Annexure I
CORPORATE SOCIAL RESPONSIBILITY
Your Directors inform the Members that your Company is not covered within the scope ofSection 135 of Companies Act 2013 and the Rules thereunder. However your Directorsendeavour to contribute to such causes as and when deem appropriate.
NUMBER OF MEETINGS OF THE BOARD
The particulars of the meetings held during the year along with the details regardingthe meetings attended by the Directors form part of the Corporate Governance Report.
The composition of the Board and its committees has also been given in detail in thereport on Corporate Governance.
Pursuant to section 92 of the Companies Act 2013 read with Rule 12 of The Companies(Management and administration) Rules 2014 the Annual Return is attached as Annexure II. from the Statutory
DIRECTORS APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the Listing Regulations the Board of Directors on the recommendation ofNomination and Remuneration Committee has framed a policy for the appointment of Directorsand Senior Management and their remuneration. The policy forms part of the Board Report asAnnexure III.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation has been made by theBoard of its own performance its committees and the individual Directors. The manner ofevaluation is mentioned in the Nomination and Remuneration policy which forms part ofBoard Report. Further every Independent Director of the Company is familiarized with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates etc. through various programmes.
PARTICULARS OF INVESTMENTS
Details of Investments made in accordance with the requirements covered under theprovision of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors inform the Members that no contracts arrangements or transactions wereentered into with the related parties.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant and material order passed by the regulators or courts.
Your Directors review the risks associated with the Company on regular basis butconsidering meager operations of the Company there was negligible exposure to businessrisks.
Your company has complied with all the requirements of Corporate Governance as requiredunder Listing Regulations wherever applicable.
A comprehensive report on Corporate Governance in this regard is made part of thisAnnual Report and a Certificate Auditor of your Company i.e M/s Ashim & AssociatesChartered Accountants regarding compliance of the conditions of the Corporate Governanceas stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 form part of the Annual Report.
WHISTLE BLOWER POLICY
With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethical behaviorand to encourage and protect the employees who wish to raise and report their genuineconcerns about any unethical behavior actual or suspected fraud or violation ofCompanys Code Of Conduct the Company has adopted a Whistle Blower Policy. TheCompany has adopted a framework whereby the identity of the complainant is not disclosed.The policy has been disclosed on the website of the Company the link of which is givenhereunder: http://www.bttl.co.in/wh_policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required by regulation 34 (2) of ListingRegulations forms part of the Annual Report.
INTERNAL CONTROL SYSTEMS
The Company has an internal control system commensurate with its size and nature ofbusiness. These systems provide a robust structure which in turns help in the complying ofvarious laws and statutes which automatically translates into Financial and OperationalDevelopment of the Company.
The Company's Audit Committee reviews adherence to internal control systems and legalcompliances. This committee reviews all quarterly and yearly results of the Company andcommends the same to the Board for its approval.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be disclosed pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with the Rules 8(3) of the Companies (Accounts) Rules 2014 is given inAnnexure IV forming part of this Report.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the employees isannexed as Annexure V
Further pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 no employee is drawing remuneration in excess of thelimits prescribed under the said provision.
A statement containing the salient features of the financial statements of BMD PrivateLimited in the prescribed format AOC-1 is appended as Annexure-VI. Pursuant to therequirement of Section 129 of the Companies Act 2013 the financial statement of AssociateCompany have been consolidated and presented in the consolidated . financial statementspresentedinthe Annual Report
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors state that:
a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and no material departures have been made from the same;
b) appropriate Accounting Policies have been selected and applied consistently and theyhave made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company on 31st March 2016 and ofthe Profit and Loss of the Company for the year ended on that date;
(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;
(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors acknowledge the support and assistance extended by the stakeholdersbankers Central Government & State Government including various other authorities.The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.
For and on behalf of the Board
| ||Sd/- |
| ||SHEKHAR AGARWAL |
| ||CHAIRMAN |
| ||MANAGING DIRECTOR & CEO |
| ||DIN -00066113 |
|Place: Noida || |
|Date: 27th May 2016 || |