BHILWARA TEX-FIN LIMITED
Your directors have pleasure in presenting their 23rd Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2017.
1. FINANCIAL RESULTS
(Amount in Rs.)
|Particulars ||For the financial year 2016-17 ||For financial year 2015-16 |
|Total Income ||87821461 ||75431149 |
|Less: Total Expenditures ||83367339 ||73976956 |
|Net Profit before tax ||4454122 ||1454193 |
|Less: Tax Expenses || || |
|- Excess income tax provision pertaining to || || |
|earlier assessment years now reserved ||275666 ||(7173) |
|- Provision for Income Tax-Current ||1826531 ||639038 |
|Profit after tax ||2351925 ||822328 |
|Provision for transfer to Special Reserve Fund ||470385 ||164466 |
In order to comply with the provisions of Reserve Bank of India Act 1934 the Companyhas transferred Rs.470385/-(Rupees Four Lakhs Seventy Thousand Three Hundred and EightyFive only) to Special Reserve Funds and has also made provision of Rs.1457515/- (RupeesFourteen Lakhs Fifty Seven Thousands Five Hundred Fifteen Only) for Standard Assets duringthe year under review. Total provisions for Standard Assets of the Company at thefinancial year ended 31st March 2017 is Rs.3116610/-(Rupees Thirty One Lakhs SixteenThousand Six Hundred and Ten only).
Except as mentioned above no amount was proposed to transfer to any reserve by theCompany during the year under review.
2. OPERATIONS OF THE COMPANY
During the year under review the Company was engaged in carrying on the business asNon -Banking Financial Company without accepting public deposit for which the Certificateof Registration has been obtained from the Department of Non-Banking Supervision ReserveBank of India New Delhi. The Company has provided / taken inter-corporate loans inordinary course of business and on arm length basis. Your directors also intend todiversify its operation into another area / business in order to make the Company moreprofitable. Recently the Company has obtained shareholders' approval by passing specialresolution through postal ballot for change name of the Company and has made anapplication for the same to Registrar of Companies NCT of Delhi (RoC). On receipt ofFresh Certificate of Incorporation from RoC pursuant to the change of name the name ofthe Company will be changed from Bhilwara Tex - Fin Limited to Capital India FinanceLimited.
3. PERFORMANCE REVIEW
During the year under review the Company's total income is Rs.87821461/- (RupeesEight Crores Seventy Eight Lakhs Twenty One Thousand Four Hundred and Sixty One only) ascompared to Rs.75431149/-(Rupees Seven Crores Fifty Four Lacs Thirty One Thousand OneHundred Forty Nine only) in the previous year and the Company earned a profit before taxof Rs.4454122/-(Rupees Forty Four Lakhs Fifty Four Thousand One Hundred and Twenty Twoonly) as compared to Rs. 1454193/- (Rupees Fourteen Lacs Fifty Four Thousand One Hundredand Ninety Three only) in the previous year.
Your directors do not recommend any dividend for payment to the shareholders/ membersof the Company for the financial year ended on 31st March 2017.
5. DIRECTORS OF THE COMPANY
During the year under review Mr. Rahul Rameshkumar Jain has been appointed asnon-executive independent director on the Board of the Company w.e.f.27th January 2017and Mr. Sanjay Hasija has tendered his resignation from the Board due to his preoccupationw.e.f. 11th February 2017.
Pursuant to the provisions of section 149 of the Act Mr. Rahul Rameshkumar Jain Mr.Samai Singh and Ms. Seema Kumari are the independent directors of the Company. They havesubmitted a declaration that each of them meets the criteria of independence as providedin section 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as independent director during the year.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting feescommission and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Company.
Mr. Satish Kumar Sharma Director of the Company retires by rotation and beingeligible has offered himself for re-appointment. Your Directors recommend hisre-appointment as director of the Company. Term of office Mr. Samai Singh IndependentDirector of the Company who was appointed as non -executive independent director willexpire on 29th September 2017. Mr. Samai Singh being eligible has offered himself to beappointed as independent director of the Company for second term of 5 years under theprovisions of the Companies Act 2013. He has given declaration to the Board that they meetthe criteria of independence as provided under section 149(6) of the Companies Act 2013.
As required under regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the information on the particulars of the Directorsproposed for appointment / re-appointment has been given in the Notice of the AnnualGeneral Meeting.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee Nomination and Remuneration Committee. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of directors senior management and to fixtheir remuneration. The Nomination and Remuneration Policy is stated in the CorporateGovernance Report.
During the year under review Nine (9) Board Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Board meetings was within the period prescribed under the Companies Act 2013.
6. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are -Mr. Himmat Singh Bedla Chief Executive Officer Mr. Sukomal BhunyaChief Financial Officer and Ms. Archana Aggarwal Company Secretary of the Company. Duringthe year under review Ms. Mansi Prakash Company Secretary of the Company tendered hisresignation from the post of Company Secretary w.e.f. 04th October 2016 and Ms. ArchanaAggarwal was appointed as Company Secretary w.e.f. 04th October 2016.
7. DEMATERIALISATION OF SHARES
As on 31st March 2017 only 43.05% of the Company's paid up Equity Share Capital is indematerialized form and balance 56.95% is in physical form. The Company's Registrars &Transfer Agent is M/s Indus Portfolio Private Limited having their communication officeat G-65 Bali Nagar New Delhi-110015.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under regulation 34 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas a part of this report.
9. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the Financial Statement for the financial year ended on 31st March 2017and state:
i) That in the preparation of Annual Accounts for the financial year ended as at 31stMarch 2017 the applicable Accounting Standards have been followed along with properexplanation relating to the material departures.
ii) That the Directors have selected such Accounting Policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the financial yearended as at 31st March 2017 and of the profit and loss of the Company for the financialyear ended on 31st March 2017.
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe Assets of the Company and for preventing and detecting fraud or other irregularities.
iv) That the Directors have prepared the Annual Accounts on a Going Concern basis.
v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi) There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring financial year 2016-17.
10. PUBLIC DEPOSITS
The Company has not invited or accepted any public deposits within the meaning ofSection 73 of the Companies Act 2013 and the rules made thereunder and section 45-I(bb)of the Reserve Bank of India Act 1934 during the year under review. The Company does nothold any public deposit as on date and will not accept the same in future without theprior approval of Reserve Bank of India in writing.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company being a non-banking finance company registered with the Reserve Bank ofIndia and engaged in the business of giving loans or finance & investment activitiesis exempt from complying with the provisions of section 186 of the Companies Act 2013.Accordingly the disclosures of the loans given as required under the aforesaid sectionhave not been given in this Report.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has proper and adequate system of internal control geared towards achievingefficiency in its operations safeguarding assets optimum utilization of resources andcompliance with statutory regulations.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. Testing of such Internal Control measures and systems formsa part of Internal Audit function. The Internal Auditors of the Company conduct audits ofvarious departments based on an annual audit plan covering key areas of operations.Internal Audit reviews and evaluates the adequacy and effectiveness of internal controlsensuring adherence to operating guidelines and systems and recommending improvements forstrengthening them. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board. The Audit Committeeof the Board of Directors reviews the adequacy of internal controls. This has improved themanagement of the affairs of the Company and strengthened transparency and accountability.The Management ensures adherence to all internal control policies and procedures as wellas compliance with regulatory guidelines. No significant audit observations andrecommendations have been received from the Internal Auditors of the Company.
13. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT
The Company has at its meeting held on 11th August 2016 appointed M/s Naveen Garg& Associates a firm of Company Secretaries in practice to undertake the SecretarialAudit of the Company for the financial year 2016 -17 in terms of provisions of section 204of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Report of the Secretarial Auditor for the Financialended 31st March 2017 is attached as an annexure as Annexure - "A" which formspart of this report.
Further the statutory auditors' report and secretarial auditors' report does notcontain any qualifications reservations or adverse remarks.
a) STATUTORY AUDITORS:
Pursuant to the provision of section 139(2) of the Companies Act 2013 read with therules made thereunder no listed Company shall appoint or re-appoint an audit firm asauditors for more than two terms of five consecutive years. Any audit firm has beenfunctioning for than 10 or more years in the Company as statutory auditors of the Companysuch audit firm can be appointed as auditors in same Company for a further period of threefinancial years only. M/s Nagar Goel & Chawla Chartered Accountants has beenfunctioning for more than 10 years in the Company and they had been appointed as Auditorsfor a period of three years by the members/ shareholders at their Annual General Meetingheld on 30th September 2014. Their term will expire on date of conclusion of this AnnualGeneral Meeting.
Therefore pursuant to Section 139 142 and other applicable provisions of theCompanies Act 2013 and the Rules made thereunder pursuant to the recommendations of theaudit committee of the Board of Directors M/s Divyank Khullar & Associates CharteredAccountants New Delhi (Firm Regn. No.:- 025755N) shall be appointed as Statutory Auditorsof the Company in place of M/s Nagar Goel & Chawla Chartered Accountants retiringauditors of the Company to hold office from the date of conclusion of the 23th AGM of theCompany till the date of conclusion of 28th Annual General Meeting to be held for thefinancial year ending on 31st March 2022 subject to ratification of their appointment atevery Annual General Meeting of the Company.
The Company has obtained a written consent from M/s Divyank Khullar & AssociatesChartered Accountants New Delhi for their appointment and also a obtained certificate tothe effect that their appointment if made would be in accordance with Section 139(1) ofthe Companies Act 2013 and the rules made there under as may be applicable.
b) SECRETARIAL AUDITORS:
Pursuant to the provisions of section 204 of the Companies Act 2013 read with rule theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas at its meeting held on 10th August 2017 appointed M/s Naveen Garg & Associatesa firm of Company Secretaries in practice to undertake the Secretarial Audit of theCompany for the financial year 2017-18.
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B".
16. CORPORATE GOVERNANCE REPORT
The Company is committed to good Corporate Governance as the requirement of theSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Asrequired under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed report on Corporate Governance together with Auditor'sCertificate on compliance of conditions of Corporate Governance is annexed herewith as"Annexure - C" and is forming integral part of this Report.
17. RELATED PARTY TRANSACTIONS
During the year under review the main business of the company is financing &investment in shares and granting inter-corporate loans. All related party transactionsentered into with related parties were placed before the Audit Committee for theirapproval at commencement of the financial year. The audit committee decided that suchtransactions are in the ordinary course of business and are on arm's length basis. None ofthe transactions with related parties fall under the scope of section 188(1) of theCompanies Act 2013. Even though the provisions of Companies Act 2013 read with rulesmade thereunder regarding related party transactions are not attracted to suchtransactions as these are in ordinary course of business and on an arm's length basis butsome transactions were material related party transaction by virtue of SEBI (LODR)Regulations 2015. All related party transactions so entered are disclosed in note no 29of Financial Statement of the Company as attached herewith. Information on alltransactions with related party pursuant to section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules 2014 are also annexed in Form AOC-2 and the sameforms part of this report.
The Policy relating to related party transactions duly approved by the Board ofDirectors of the Company has been placed on the Company's website www.bhilwaratexfin.com
18. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code has been placed on the Company's website www.bhilwaratexfin.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 readwith the rules made thereunder and pursuant to the provision of SEBI (Listing Obligationsand Disclosure Requirements) 2015 the Company has established a Vigil Mechanism to beknown as the 'Whistle Blower Policy' for its Directors and Employees to report instancesof unethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofWhistle Blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly Vigil Mechanism / Whistle Blower Policy have been formulated with a viewto provide a mechanism for the Directors and employees of the Company to approach theEthics Officer or the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
During the financial year 2016-17 no such complaint of unethical or improper activityhas been received by the Company
20. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
During the year under review the provisions of Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are as follows:
Conservation of Energy
Your Company carries out its business in an environmental friendly manner and is on thelook-out for different ways and means to reduce the consumption of energy in its businessactivity.
Technology Absorption Adaption and Innovation
The Company continues to use the latest technologies for improving quality of itsservices. The Company's business does not require significant import of technology.
Foreign Exchange Earnings and Outgo
There was no foreign exchange earnings and outgo in the Company during the financialyear.
22. MATERIAL CHANGES AND COMMITMENTS IF ANY
There was no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report;
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review provision of section 135 and Schedule VII of theCompanies Act 2013 pertaining to Corporate Social Responsibility are not applicable toour Company. Hence details of expenditures on CSR activities are not required to befurnished.
24. LISTING OF SECURITIES
Presently the Securities of the Company are listed on BSE Limited Mumbai. The listingfee for the financial year 2017-18 has been paid.
Your directors would like to place their grateful appreciation for the assistance andco-operation received from the Company's bankers during the year under review. Thedirectors also acknowledge with appreciation the support and co-operation rendered byvarious Government Agencies and Departments. Your Directors would also wish to place onrecord their deep sense of appreciation for the continued support of all the investors ofthe Company.
| ||By order and on behalf of the Board || |
| || ||Bhilwara Tex-Fin Limited |
|Place: New Delhi ||Satish Kumar Sharma ||Rahul Rameshkumar Jain |
|Date: 10th August 2017 ||Director ||Director |
| ||(DIN: 00536970) ||(DIN: 07541089) |