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Bijlee Textiles Ltd.

BSE: 512313 Sector: Others
NSE: N.A. ISIN Code: INE368F01012
BSE 05:30 | 01 Jan Bijlee Textiles Ltd
NSE 05:30 | 01 Jan Bijlee Textiles Ltd

Bijlee Textiles Ltd. (BIJLEETEXTILES) - Director Report

Company director report

To the Members of Bijlee Textiles Limited

Your Directors have pleasure in submitting their 32nd Annual Report together with theaudited financial statements of the Company for the financial year ended 31st March 2017.

1. Financial Summary or performance of the company: (Amount in )

Net Sales / Income from operations 215580 207563
Other Income (139851) 163004
Total Income 75729 370567
Profit / (Loss) before depreciation (770948) (312737)
Less: Depreciation 0 0
Less : Extraordinary items (2452950) 0
Profit / (Loss) before Tax (3223898) (312737)
(Add)/Less: Provision for Tax / adjustment 0 0
Net Profit / (Loss) after Tax (3223898) (312737)

2. Dividend

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

3. Transfer to reserves

The opening and closing balance of General Reserve was Rs.25913195/- andRs.22689297/-. During the year Company has transferred Net loss of Rs.3223898/- fromProfit & Loss.

4. Share Capital

The Issued Subscribed and Paid-up equity share capital as on 31st March 2017 was50.00 Lacs. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rightssweat equity shares nor has it granted stock options. As on 31st March 2017 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2008-2009 is due for remittance on 27/11/2016 to theInvestor Education and Protection Fund established by the Central Government. Company hastransferred 530/- unclaimed dividend to Investor Protection Fund on 23/12/2016.

6. Review of Operations

During the year under review the net sales / income from business operation of yourCompany marginally increased at 215580 as against 207563 in the previous year. Theyear under review witnessed higher demand growth and the upturn continued in the textileindustry due to oversupply situation. The profitability of the Company was adverselyaffected and the loss for the year 2016-17 increased from 312737 to 3223898.

7. Material Changes between the date of the Board report and end of financial year.

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

8. 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.

9. Statement concerning development and implementation of risk management policy of theCompany

The Company has formalized risk management system by formulating and adopting RiskManagement Policy to identify evaluate and minimize the business risk in theorganization.

10. Corporate Social Responsibility:

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

11. Particulars of loans guarantees or investments under section 186:

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.

12. Particulars of contract or arrangements under section 188:

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

13. Explanatory 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.

14. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178;

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 : a. Policy on Directors appointment is to follow the criteria aslaid down under the Companies Act 2013 and the Listing Agreement with Stock Exchanges andgood corporate practices. Emphasis is given to persons from diverse fields orprofessionals. b. The Company has formulated the remuneration policy for its KMP and otheremployees keeping in view the level and composition of remuneration as reasonable.Ensuring that remuneration meets the performance benchmark and it reflects long termperformance objectives. c. For Directors it is based on the shareholders resolutionsprovisions of the Companies Act 2013 and rules framed therein circulars and guidelinesissued by the Central Government and other authorities from time to time. However Noremuneration has been given to any Directors during the year. d. Details as required underRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as per Annexure - A.

15. Extracts of Annual Return in Form MGT-9

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 -B. and is attached to this Report.

16. Number of meeting of the Board:

The Board of Directors have met 9 (nine) times during the financial year ended 31stMarch 2017. On 30/05/2016 26/07/2016 01/09/2016 25/10/2016 27/11/2016 24/01/201709/02/2017 15/03/2017 & 16/03/2017.

17. 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 endedMarch 31 2017 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame; b. the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at March 31 2017 andof the loss of the Company for the year ended on that date; c. the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d. the Directors haveprepared the annual accounts on a going concern basis. e. the Directors have laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively; and f. the Directors have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

18. Subsidiaries Joint Ventures and Associates Companies

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

19. Deposits

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

20. Directors

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

21. Declaration by Independent Directors

As required under Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from all the Independent Directors of the Company confirming they meet thecriteria of independence as prescribed under the Act.

22. Statutory Auditor

Messrs A. M. Modi & Associates Chartered Accountants Statutory Auditors of theCompany will retire from the office of the Auditors and being eligible offer themselvesfor re-appointment. Their remuneration for the current year is to be fixed by you.

23. Secretarial Auditor

The Board has appointed Mr. Jigar K. Vyas Practicing Company Secretary to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.

24. 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.

25. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company have appointed M/s Aadil Aibada & Associates CharteredAccountant as Internal Auditors of the Company for the financial year 2017-18.

26. Disclosure of composition of audit committee and providing VIGIL mechanism

The Audit Committee comprises Independent Directors namely Shri Ketan ArunchandraJariwala and Shri Harish Balvantrai Bharucha. All the recommendations made by the AuditCommittee were accepted by the Board. The Company has established a vigil mechanism andoverseas through the committee the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co employees and the Company.

27. Nomination and Remuneration Policy

On recommendation of Nomination and Remuneration Committee the Board of Directors haveapproved a Nomination and Remuneration Policy for the appointment and remuneration of thedirector key managerial personnel (KMP) and other employees.

28. Change in the nature of Business

The provision under rule 8 (5) (ii) of Companies (Accounts) Rules 2014 there is nochange in the nature of business during the year.

29. Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

The provision under Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 there is noany Significant and Material order passed during the year.

30. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The provision of Section 134(3)(ca) and Section 143 (12) as per Companies AmendmentAct 2015 Company has adequate internal financial control during the year.

31. Details regarding fraud which have been reported to the Audit Committee/ Board butnot to the Central Government as per revised Section 143(12) should be disclosed in theBoard's report in such manner as may be prescribed

The provision of Section 134(3)(ca) and Section 143 (12) as per Companies AmendmentAct 2015 no fraud reported during the year.

32. 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.

Employee stock option plan

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

Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights.

33. 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. Your Directors alsoacknowledge the support extended by the employees and the guidance by the members on theBoard.

Praful A. Shah Chairman
DIN 00218143 Place : Surat
Date : 29.05.2017.

ANNEXURE A : PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Details
Requirement under Rule 5(1)
1. The Ratio of the remuneration of each executive Director to the median remuneration of the employees of the Company for the Financial Year. No Remuneration to any executive Directors
2. The Percentage increase in remuneration of each Executive Director Chief Financial Officer Chief Executive Officer & Company Secretary in the financial year. (1) Shri Praful Shah- Managing Director Nil
(2) Shri Navin Mehta- CFO Nil (Appointed during the year)
(3) Shri Jayendra Shah- Company Secretary Nil
(Appointed during the year)
3. The Percentage increase in the median remuneration of employees in the financial year. Nil
4. Number of Permanent Employees on the rolls of the Company as on 31st March 2016. Nil
5. The Explanation on the relationship between average increase in remuneration and Company performance. Not Applicable
6. Comparison of the remuneration of the Key Managerial Personnel (“KMP”) (Individually and totally) against the performance of the company. (i) Aggregate remuneration* of Key Managerial
Personnel in FY 2016-17 is 1.32 Lacs (ii) Total revenue 0.76 Lacs (iii) Remuneration of KMPs (as percentage of revenue) 173% (* Remuneration of KMPs includes remuneration to CFO and Company Secretary) Not Applicable
7. Average percentile increase made in the salaries of employees other than the managerial personnel in last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Justification for variation in the average percentile increase between Non Managerial employees and Managerial employees. Not applicable
8. Key parameters for any viable component of remuneration availed by the Directors. Not applicable
9. Ratio of the remuneration of the highest paid director to that the employees who are not directors but received in excess of the highest paid director during the year. None.
10. Affirmation that the remuneration is as per the remuneration policy of the company. The Company affirms remuneration is as per the remuneration policy of the Company
11 Variations in the market capitalization. Market capitalization as on 31/03/2017 is 3.28 crore. No change since 31/03/2016 as per Prices on BSE.
12. Price earnings ratio as at the closing of 31st March 2017 and 31st March 2016. 31/03/2017 Nil (EPS being negative) 31/03/2016 Nil (EPS being negative) Market Price (BSE) 31/03/2017 65.50 per share.
13. Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer. Market Price (BSE) 31/03/2016 65.50 per share.