Your Directors present the Tenth Annual Report together with the audited financialstatements of Bhilwara Technical Textiles Limited ("BTTL") for the year ended31st March 2017.
Your Company's performance during the fiscal year 2016 - 2017 is summarized below:
| || ||(Rs. in lac) |
| ||2016-17 ||2015-16 |
|Total Income ||201.42 ||74.78 |
|Profit before Tax ||152.41 ||57.13 |
|Profit after Tax ||146.41 ||38.07 |
|Add: Opening Balance ||887.36 ||849.29 |
|Profit available for appropriation ||146.41 ||38.07 |
|Profit Carried to Balance Sheet ||1033.77 ||887.36 |
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources your Directors do not recommend any dividend for theyear under review.
Your Directors inform the Members that your Company had been on the look forsustainable opportunities to pursue a profitable venture in technical textile space.
Your Directors feel pleasure in informing the members that your Company during theyear under review achieved satisfactory profitability. The Company recorded a net profitof ' 146.41 lac against ' 38.07 lac in the previous year. This comprises of receipt ofdividend amounting to ' 132 lac from its investment in Technical Textiles space i.e. BMDPvt. Ltd.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Riju Jhunjhunwala Director retires by rotation and being eligible offers himselffor reappointment.
Your Directors further inform the Members that during the year under review ShriShantanu Agarwal was appointed as a Director of the Company liable to retire by rotationat the AGM of the Company held on
September 23 2016. Your Directors take this opportunity to welcome Shri ShantanuAgarwal.
Your Directors further inform the Members that the declaration has been taken from theIndependent Directors at the beginning of the financial year stating that they meet thecriteria as specified under sub-section (6) of Section 149 of the Companies Act 2013.
M/s. Ashim & Associates Chartered Accountants (Firm Registration No. 006064N)Statutory Auditor of the Company retires at the conclusion of the ensuing Annual GeneralMeeting and shall not be eligible for reappointment pursuant to Section 139 of theCompanies Act 2013 and rules made thereunder.
In view of the retirement of M/s Ashim & Associates and their non-eligibility YourDirectors have appointed M/s Doogar & Associates Chartered Accountants (FirmRegistration No. 000561N) as Statutory Auditor of the Company to hold office for a periodof 5 consecutive years from the conclusion of the 10th Annual General Meeting scheduled tobe held in the year 2017 till the conclusion of 15th Annual General Meeting to be held inthe year 2022 subject to the approval of the shareholders in the ensuing Annual GeneralMeeting and subject to ratification by Shareholders at every subsequent Annual GeneralMeeting.
Further M/s Doogar & Associates have confirmed their eligibility under Section 141of the Companies Act 2013 and the Rules framed thereunder.
The observations of the Auditors if any are explained wherever necessary in theappropriate notes to the accounts. The Auditors' Report does not contain qualificationreservation or adverse remark.
Your Directors during the year under review appointed Shri Rahul Handa to act as theInternal auditor of the Company for the financial year 2016-17 pursuant to Section 138 ofthe Companies Act 2013 read with The Companies (Accounts) Rules 2014.
Your Directors inform the Members that Smt. Manisha Gupta (Membership No. F6378 andCOP No. 6808) proprietor M/s Manisha Gupta & Associates Practising
Company Secretary was appointed as the Secretarial Auditor of the Company for thefinancial year 201617. 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 Extract of the Annual Return is attached asAnnexure - II.
DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
Pursuant to theprovisions of Section 178 of the Companies Act 2013 and Regulation 19of the Listing Regulations the Board of Directors on the recommendation of Nomination andRemuneration Committee has framed a policy for the appointment of Directors and SeniorManagement and their remuneration. The policy forms part of the Board Report as Annexure -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 Director. 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 the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany 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 material contracts or arrangements entered bythe Company with any related party. Yours Directors draw attention of the Members to noteno 2.8.1 to the financial statement which contain particulars of transaction with relatedparties.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no significant and material order passed by the regulators or courts duringthe year.
Your Directors review the risks associated with the Company on regular basis butconsidering meager operations of the Company there is 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 from the Statutory Auditors of your Company
i.e M/s Ashim & Associates Chartered Accountants regarding compliance of theconditions of the Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) 2015 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 of Company'sCode Of Conduct the Company has adopted a Whistle Blower Policy. The Company has adopteda framework whereby the identity of the complainant is not disclosed. The policy has beendisclosed on the website of the Company the link of which is given hereunder:
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
Your Directors feel that adequate control systems are the backbone of any company. YourDirectors endeavour to place adequate control systems commensurating with the size of theCompany to ensure that all the information provided to the management is reliable and alsothe obligations of the Company are properly adhered to. These systems provide a strongstructure which in turns help in the complying of various laws and statutes whichautomatically translate into Financial and Operational Development 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 the relevant statement is annexed as Annexure - VI.
A statement containing the salient features of the financial statements of BMD PrivateLimited in the prescribed format AOC-1 is appended as Annexure - VII. 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 statementspresented in the 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 andthey have made judgements and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company on 31st March 2016 and of theProfit 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.
(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 |
|Place: Noida ||MANAGING DIRECTOR & CEO |
|Date: 19th May 2017 ||DIN -00066113 |