The MembersBHILWARA TEX-FIN LIMITED
Your directors have pleasure in presenting their 22nd Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2016.
1. FINANCIAL RESULTS
| || ||(Amount in Rupees) |
|Particulars ||Current Year ||Previous Year |
| ||2015-16 ||2014-15 |
|Total Income ||75431149 ||43860865 |
|Less: Total Expenditures ||73976956 ||42521373 |
|Net Profit before tax ||1454193 ||1339492 |
|Less: Tax Expenses || || |
|- Excess income tax provision pertaining to earlier assessment years now reserved ||(7173) ||19484 |
|- Provision for Income Tax-Current ||639038 ||2 55240 |
|Profit after tax ||822328 ||1064768 |
|Provision for transfer to Special Reserve Fund ||164466 ||212954 |
In order to comply with the provisions of Reserve Bank of India Act 1934 the Companyhas transferred Rs.164466/-(Rupees One Lakh Sixty Four Thousand Four Hundred and SixtySix only) to Special Reserve Funds and has also made provision of Rs.1659095/-(RupeesSixteen Lacs Fifty Nine Thousand Ninety Five only) for standard assets during the yearunder review.
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. 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 is Rs.75431149/- ( RupeesSeven Crores Fifty Four Lacs Thirty One Thousand One Hundred Forty Nine only) as comparedto Rs.43860865/- (Rupees Four Crores Thirty Eight Lacs Sixty Thousand Eight HundredSixty Five only) in the previous year and the Company earned a profit before tax ofRs.1454193/- ( Rupees Fourteen Lacs Fifty Four Thousand One Hundred and Ninety Threeonly) as compared to Rs.1339492/- ( Rupees Thirteen Lacs Thirty Nine Thousand FourHundred and Ninety Two 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 2016.
5. DIRECTORS OF THE COMPANY
Pursuant to the provisions of section 149 of the Act Mr. Sanjay Hasija Mr. SamaiSingh and Ms. Seema Kumari were appointed as independent directors of the Company. Theyhave submitted a declaration that each of them meets the criteria of independence asprovided in section 149(6) of the Act and there has been no change in the circumstanceswhich may affect 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 byrotation and being eligible has offered himself for re-appointment. Your Directorsrecommend his re-appointment as director of the Company. As required under regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theinformation on the particulars of the Directors proposed for appointment / reappointmenthas been given in the Notice of the Annual General 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 Eight (8) 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. Mansi Prakash Company Secretary of the Company. Duringthe year under review Mr. Rahul Jogi Company Secretary of the Company tendered hisresignation from the post of Company Secretary w.e.f. 30th November 2015 and Mr. MuneshKumar (Membership No. 39597) was appointed as Company Secretary w.e.f. 30th November2015. Further to this on 31st March 2016 Mr. Munesh Kumar resigned from the post ofCompany Secretary w.e.f. 31st March 2016 and Ms. Mansi Prakash (Membership No. A34106)was appointed as Company Secretary of the Company w.e.f. 01st April 2016.
7. DEMATERIALISATION OF SHARES
43.05% of the Company's paid up Equity Share Capital is in dematerialized form as on31st March 2016 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 2016and state:
i) That in the preparation of Annual Accounts for the financial year ended as at 31stMarch 2016 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 2016 and of the profit and loss of the Company for the financialyear ended on 31st March 2016.
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 2015-16.
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 there under 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 Systemcommensurate with the size scale and complexity of its operations. Testing of suchInternal Control measures and systems forms a part of Internal Audit function. TheInternal Auditors of the Company conduct audits of various departments based on an annualaudit plan covering key areas of operations. Internal Audit reviews and evaluates theadequacy and effectiveness of internal controls ensuring adherence to operatingguidelines and systems and recommending improvements for strengthening them. To maintainits objectivity and independence the Internal Audit function reports to the Chairman ofthe Audit Committee of the Board. The Audit Committee of the Board of Directors reviewsthe adequacy of internal controls. This has improved the management of the affairs of theCompany and strengthened transparency and accountability. The Management ensures adherenceto all internal control policies and procedures as well as compliance with regulatoryguidelines. No significant audit observations and recommendations have been received fromthe Internal Auditors of the Company.
13. 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 - A" and is forming integral part of this Report.
14. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT
The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure as Annexure - "B" which forms part of this report.
a) STATUTORY AUDITORS:
Pursuant to Section 139 142 and other applicable provisions of the Companies Act 2013and the Rules made there under 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 CharteredAccountants New Delhi (bearing ICAI Registration No.009933N) as the auditors of theCompany to hold office till the conclusion of the 23rd AGM of the Company to be held forthe financial year ending on 31st March 2017 is required to be ratified at the ensuingAnnual General Meeting. Your Directors recommend ratification for 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 28th August 2015 appointed M/s Naveen Garg & Associatesa firm of Company Secretaries in practice to undertake the Secretarial Audit of theCompany for the financial year 2015-16.
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 year were placed before the Audit Committee for their approval. The auditcommittee decided that such transactions are in the ordinary course of business and are onarm's length basis. None of the transactions with related parties fall under the scope ofsection 188(1) of the Companies Act 2013. Information on transactions with relatedparties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are annexed in Form AOC-2 and the same forms 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 TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. All the Board Members and the Senior Management personnel haveconfirmed 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 there under 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 view to provide a mechanism for theDirectors and employees of the Company to approach the Ethics Officer or the Chairman ofthe 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 2015-16 no such complaint ofunethical or improper activity has 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 ANDOUTGO
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 2016-17 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) ||(Sanjay Hasija) |
|Date: 11th August 2016 ||Director ||Director |
| ||(DIN: 00536970) ||(DIN: 00090672) |