You are here » Home » Companies » Company Overview » Bhilwara Tex-Fin Ltd

Bhilwara Tex-Fin Ltd.

BSE: 530879 Sector: Financials
NSE: N.A. ISIN Code: INE345H01016
BSE LIVE 11:09 | 15 Nov 19.80 0.90
(4.76%)
OPEN

19.80

HIGH

19.80

LOW

19.80

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 19.80
PREVIOUS CLOSE 18.90
VOLUME 5
52-Week high 21.20
52-Week low 16.95
P/E 55.00
Mkt Cap.(Rs cr) 6.93
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.80
Sell Qty 3.00
OPEN 19.80
CLOSE 18.90
VOLUME 5
52-Week high 21.20
52-Week low 16.95
P/E 55.00
Mkt Cap.(Rs cr) 6.93
Buy Price 0.00
Buy Qty 0.00
Sell Price 19.80
Sell Qty 3.00

Bhilwara Tex-Fin Ltd. (BHILWARATEXFIN) - Director Report

Company director report

The Members

BHILWARA TEX-FIN LIMITED

Your directors have pleasure in presenting their 21st Annual Report togetherwith the Audited Statement of Accounts for the year ended on 31st March 2015.

1. FINANCIAL RESULTS

(Amount in Rupees)

Particulars 2014-15 2013-14
Total Income 43860865 15372859
Less: Total Expenditures 42521373 14635346
Net Profit before Tax 1339492 737513
Less: Tax Expenses
- Tax for earlier years 19484 1026
- Provision for Income Tax-Current 2 55240 140533
Profit after Tax 1064768 598006
Provision for transfer to Special Reserve Fund 212954 119601

(During the year under review the Company has transferred Rs.212954/- to theSpecial Reserve Fund in Compliance of Section 45IC of the Reserve Bank of India Act1934.)

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. Your directors also intend to diversify its operation intoanother area/business in order to make the Company more profitable.

3. PERFORMANCE REVIEW

During the year under review the Company’s total income has increased to Rs.438.61 Lacs from Rs.153.73 Lacs in the previous year and Profit (before tax) has increasedto Rs.13.39 Lacs from Rs.7.38 Lacs in the previous year.

4. DIVIDEND

Your directors do not recommend any dividend for payment to the shareholders for thefinancial year ended on 31st March 2015.

5. DIRECTORS

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.

During the year under review Mr. Vadake Chundayil Sreenivasan an Independent Directorhas tendered his resignation from the Board due to his preoccupation w.e.f. 30thMarch 2015 and Mrs. Seema Kumari has been appointed as Woman Independent Director on theBoard of the Company w.e.f. 30th March 2015.

Mrs. Seema Kumari (DIN 07158452) who was appointed as an additional director w.e.f. 30thMarch 2015 on the Board of the Company in terms of Section 161 of the Companies Act 2013and who holds office up to the date of ensuing Annual General Meeting and in respect ofwhom the Company has received a notice in writing from a member proposing her candidaturefor the office of Director is proposed to be appointed as an Woman Independent Directorof the Company for a period upto 29th March 2020 not liable to retire byrotation.

The requisite resolution for the appointment of Mrs. Seema Kumari (DIN 07158452) as aWoman Independent Director is being proposed in the Notice of the ensuing Annual GeneralMeeting for the approval of the Members.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed in Section 149(6) ofthe Companies Act 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange theinformation on the particulars of the Directors proposed for appointment/ re-appointmenthas been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

Remuneration Policy

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.

Meetings

During the year under review (8) Eight 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

Mr. Rahul Jogi (Membership No.A38723) was appointed as Company Secretary Mr. HimmatSingh Bedla was appointed as Chief Executive Officer and Mr. Sukomal Bhunya was appointedas Chief Financial Officer of the Company w.e.f. 31st March 2015.

7. DEMATERIALISATION OF SHARES:

43.03% of the Company’s paid up Equity Share Capital is in dematerialized form ason 31st March 2015 and balance 56.97% is in physical form. The Company’sRegistrars & Transfer Agent is M/s Indus Portfolio Private Limited having theircommunication office at G-65 Bali Nagar New Delhi -110015.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as 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 andClause 49(III) (D) (4) (a) of the listing agreement with Stock Exchanges in thepreparation of the Financial Statement for the financial year ended on 31st March2015 and state that:

i) That in the preparation of Annual Accounts for the financial year ended as at 31stMarch 2015 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 2015 and of the profit and loss of the Company for thefinancial year ended on 31st March 2015.

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.

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 an Internal Control System commensurate with the size scale andcomplexity of its operations. Such Internal Control measures and systems are establishedto ensure the correctness of the transactions and safe guarding of the assets. TheManagement ensures adherence to all internal control policies and procedures as well ascompliance with regulatory guidelines. The Audit Committee of the Board of Directorsreviews the adequacy of internal controls. This has improved the management of the affairsof the Company and strengthened transparency and accountability. No significant auditobservations and recommendations have been received from the Internal Auditors of theCompany.

13. CORPORATE GOVERNANCE REPORT

The Company is committed to good Corporate Governance as the requirement of the Clause49 of the Listing Agreement. As required under Clause 49 of the Listing Agreement adetailed report on Corporate Governance together with Auditor’s Certificate oncompliance of conditions of Corporate Governance is annexed herewith as "Annexure -A" and is forming integral part of this Report.

14. AUDITORS REPORT

The Auditors’ Report on financial statement of the Company for the financial yearended on 31st March 2015 is self-explanatory. Hence no explanation isrequired to be given.

15. AUDITORS

a) STATUTORY AUDITORS:

Pursuant to Section 139 142 and other applicable provisions of the Companies Act 2013and the Rules made thereunder pursuant to the recommendations of the audit committee ofthe Board of Directors and pursuant to the resolution passed by the members at the AGMheld on 30th September 2014 the appointment of M/s Nagar Goel &Chawla Chartered Accountants New Delhi (bearing ICAI Registration No.009933N) asthe auditors of the Company to hold office till the conclusion of the 23rd AGMof the Company to be held for the financial year ending on 31st March 2017 is required tobe ratified at the ensuing Annual General Meeting. Your Directors recommend ratificationfor their re-appointment.

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 21st August 2014 appointed M/s Kashif Ali &Associates a firm of Company Secretaries in practice to undertake the SecretarialAudit of the Company for the financial year 2014-15. The Secretarial Audit report isannexed herewith as "Annexure B".

16. EXTRACT OF ANNUAL RETURN

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

17. RELATED PARTY TRANSACTIONS

The main business of the company is financing & investment in shares and grantingloans. All related party transactions proposed to be entered into with related parties atcommencement of the financial year were placed before the Audit Committee for theirapproval. The audit committee decided that such transactions are in ordinary course ofbusiness and are on arm’s length basis. However there are no related partytransactions made by the Company during the financial year under review.

Your Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its relatedParties in compliance with the applicable provisions of the Companies Act 2013 the rulesmade thereunder and the Listing Agreement. This Policy was considered and approved by theBoard 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 clause 49(II)(f) ofListing Agreement the Company has established a vigil mechanism to be known as the‘Whistle Blower Policy’ for its Directors and employees to report instances ofunethical 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 with in 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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the trading window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

During the year under review the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of the companies (Accounts) Rules 2014 were not applicable toour Company. Hence Statement detailing the particulars required under the said Sectionand rules are not being furnished. There was no foreign exchange earnings and outgo in theCompany during the financial year.

22. 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.

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 expenditure of CSR Committee are not being furnished.

24. LISTING OF SECURITIES

Presently the Securities of the Company are listed on Bombay Stock Exchange LimitedMumbai. The listing fee for the financial year 2015-16 has been paid.

25. ACKNOWLEDGEMENTS

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
Sd/- sd/-
Place: New Delhi (Satish Kumar Sharma) (Sanjay Hasija)
Date : 28th August 2015 Director Director
(DIN: 00536970) (DIN: 00090672)

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard