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Bijlee Textiles Ltd.

BSE: 512313 Sector: Others
NSE: N.A. ISIN Code: INE368F01012
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Bijlee Textiles Ltd. (BIJLEETEXTILES) - Director Report

Company director report

To the Members of Bijlee Textiles Limited

Your Directors have pleasure in submitting their 30th Annual Report together with theaudited financial statements of the Company for the financial year ended 31st March 2015.

SUMMARISED FINANCIAL RESULTS

(Amount in Rs.)

2014-15 2013-14
Net Sales / Income from operations 211351 206811
Other Income 45479 64022
Total Income 256830 270833
Profit / (Loss) before depreciation (304067) (108907)
Less: Depreciation 0 0
Profit / (Loss) before Tax (304067) (108907)
(Add)/Less: Provision for Tax / adjustment 181 0
Net Profit / (Loss) after Tax (304248) (108907)

DIVIDEND

Considering the loss incurred by the Company your Directors do not recommend anydividend on equity shares for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2006-2007 is due for remittance on 27/11/2014 to theInvestor Education and Protection Fund established by the Central Government. Company hastransferred Rs.405/- unclaimed dividend to Investor Protection Fund on 04/12/2014.

REVIEW OF BUSINESS OPERATIONS

During the year under review the net sales / income from business operation of yourCompany marginally increased at Rs.211351 as against Rs.206811 in the previous year.The year under review witnessed lower demand growth and the downturn continued in thetextile industry due to oversupply situation. The profitability of the Company wasadversely affected and the loss for the year 2014-15 increased from Rs.108907 toRs.304067.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 is not applicable to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made by either by theStatutory Auditors or by the Secretarial Auditors in their respective reports.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration and other related matters as provided under Section 178(3) of the CompaniesAct 2013 are as under :

1. Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 an the Listing Agreement with Stock Exchanges and good corporatepractices. Emphasis is given to persons from diverse fields or professionals.

2. The Company has formulated the remuneration policy for its KMP and other employeeskeeping in view the level and composition of remuneration as reasonable. Ensuring thatremuneration meets the performance benchmark and it reflects long term performanceobjectives.

3. For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and rules framed therein circulars and guidelines issued by theCentral Government and other authorities from time to time.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure- A and is attached to this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors have met 11 (eleven) times during the financial year ended 31stMarch 2015.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors state that :

(a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2015 and of the loss ofthe Company for the year ended on that date;

(c) the Directors have 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 have 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.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Shri Praful A. Shah Director of the Company retire at theensuring Annual General Meeting and being eligible have offered himself forre-appointment. The Company devised a policy for performance evaluation of IndependentDirectors Board Committees and other individual Directors which includes criteria forperformance evaluation of the non-executive directors and executive directors.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming they meet the criteria of independence as prescribed both under the Act andClause 49 of the Listing Agreement with the Stock Exchanges.

STATUTORY AUDITOR

Messrs Bipinchandra J. Modi & Co. Chartered Accountants Statutory Auditors of theCompany were due for retirement at the ensuing Annual General Meeting (AGM). However theyhave expressed their unwillingness for re-appointment due to preoccupations. The Companytherefore proposes to appoint Messrs A. M. Modi & Associates as the Statutory Auditorsat the ensuing AGM for a period 3 (three) consecutive years from the conclusion of the30th AGM to the conclusion of the 33rd AGM. They have confirmed that their appointment ifmade will be in compliance with Section 139 and 141 of the Companies Act 2013.

SECRETARIAL AUDITOR

The Board has appointed Mr. Jigar K. Vyas Practicing Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed herewith to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there was no employee drawing the remuneration in excess of thelimits set out in the said rules.

RISK MANAGEMENT POLICY

As the elements of risk threatening the Company's existence is very minimal. TheCompany does not have any Risk Management Policy DISCLOSURE OF COMPOSITION OF AUDITCOMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee comprises Independent Directors namely Shri Harjibhai PoonabhaiDhaduk and Shri Harish Balvantrai Bharucha. All the recommendations made by the AuditCommittee were accepted by the Board.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.

SHARES

BUY BACK OF SECURITIES

The Company has not offered any buyback of securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support andco-operation extended to your Company its bankers customers suppliers governmentauthorities regulatory authorities and other stake holders. You Directors alsoacknowledge the support extended by the employees and the guidance by the members on theBoard.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Praful A. Shah

Chairman

Place: Surat

Date: May 26th 2015.

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