Your Directors are pleased to present the 32nd Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2015. The ManagementDiscussion & Analysis is also incorporated into this Report.
Summary of the Company's financial performance for F.Y. 2014-2015 as compared to theprevious financial year is given below:
(Figures in Lacs)
|Particulars ||F.Y. 2014 - 2015 ||F.Y. 2013 - 2014 |
|Revenue from operations ||20388.20 ||16051.69 |
|Revenue from Other Income ||120.28 ||187.06 |
|T otal Revenue ||20508.48 ||16238.75 |
|Profit/Loss before Depreciation & Interest ||1142.28 ||1020.31 |
|Depreciation & Amortization ||133.54 ||83.55 |
|Interest Coast ||467.45 ||403.88 |
|Profit/Loss After Depreciation & Interest ||541.27 ||532.87 |
|Provision for Tax ||195.08 ||145 |
|Deferred Tax Expenses/ (Credit) ||(34.48) ||33.65 |
|Excess provision for earlier Years ||- ||298.76 |
|Profit After Tax ||380.67 ||652.98 |
|EPS ||53.52 ||91.80 |
During the year your company has its turnover to Rs. 20508.48 Lacs including otherincome as compared to 16238.75 Lacs in the previous year and thereby registering anincrease approx 26% as compared to the previous year. The Turnover of the Company hasincreased because the Company has increase sales of fabrics and textile products
Your Directors are pleased to recommend a final dividend of Rs. 2/- per equity sharesof each share.
Policies on Directors Appointment and Remuneration
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as.
Your Company has not accepted any deposits within the meaning of Section 73 (1) of theCompanies Act 2013.
Directors Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your Directors' state that:
1. In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed.
2. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made profit of the Company for the year ended on that date.
3. Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.
M/s. Sunderlal Desai & Co. Chartered Accountants having Registration No: 110560Wstatutory auditors of the Company hold office until the conclusion of the ensuring AGM andare eligible for re-appointment of the 34th AGM of the Company to be held inthe year 2017
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(1) of the Companies Act 2013.
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sark & Associates Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report as receivedfrom Sark & Associates is appended to this Report as Annexure II.
Comments on Auditors Report
There are no qualifications reservations adverse remarks or disclaimers made by M/s.Sunderlal Desai & Co. Statutory Auditors in their Audit Report. However they drawnthe attention of the Management of the Company towards non-compliance of Section 203 (i.e.the Company does not had Company Secretary and Chief Financial Officer as on date.
M/s. Sark and Associates Company Secretary in Practice in his Secretarial AuditReport for financial year 2014-15 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in his report. In connection withthe same management herewith give the explanation for the same as follow:
The Company is of view that though the Company does not have Company Secretary on roleof the Company as on date. The Company has tried to appoint the Company Secretary but didnot found the desired candidate as per company's requirement. The Company for that purposeout sourced the Secretarial work to the Professional Company Secretaries Firm. The Companyis highly Compliance Company and always believe in high Corporate Governance The Companyis regular in making all required notices disclosures announcements Compliances filingwith the Exchanges ROC Income Tax and other concerned Authorities. However Company isstill looking for the Company Secretary and Chief Financial Officer who can easily copeup with Company's requirements. The Management ensures that the same has been complied assoon as possible.
The size of the Company is very small as compared to its peer group companies theCompany has also established Risk Management Policy in place to mitigate unforeseeablerisks and frauds. The management things that Company has adequate internal control systemcommensurate with the size of the Company and the Statutory Auditor also conduct testaudit on quarterly basis and submit the limited review certificate and draws the attentionof the management on concerned matters.
Reports on Corporate Governance and Management Discussion & Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Clause 49 of the Listing Agreement form part of theAnnual Report. The certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance is annexed to the Corporate Governance Report.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. During the Financial year 2014-2015 05 timesboard meetings were held on 30.06.2014 14.08.2014 14.11.2014 13.02.2015 and 23.03.2015.The gap between two meetings did not exceed 120 days.
In the process of forming of Committees.
No postal ballot was held during the year 2014-2015.
Risk Management and Internal Controls:
The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.
Conservation of Energy and Technology Absorption:
The company has taken various in -house measures to conserve the electricity and energy
Technology absorption and innovation is a continuous process in the company.
Foreign travelling Expenses Rs.1618171/-
Earning in Foreign Currency (Export / F.O.B) Rs. 92 1050598.47
Listing of Shares:
The Company got it shares listed on Bombay Stock Exchange.
The Company has paid the necessary Listing fees for the year 2015 - 2016 to BombayStock Exchange.
Vigil Mechanism/Whistle Blower Policy:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.
During the financial year 2014-15 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2014-15 no cases in the nature of sexual harassment werereported at any workplace of the company.
Green Initiative in Corporate Governance:
The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken 'Green initiative in corporateGovernance' and allowed companies to share documents with its shareholders through anelectronic mode.
Members are requested to support their green initiative by registering/updating theiremail addresses in respect of shares held in dematerialized form with their respectivedepository participants and in respect of shares held in physical form with Companies RTA.
Management Discussion and Analysis Report:
Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:
The Chief Executive Officer and Chief Financial Officer Certification as required underClause 49 of the Listing Agreements and Chief Executive Officer declaration about the Codeof Conduct is Annexed to this Report.
The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.
For and On behalf of the Board Binayak tex Processors Limited
|Sd/- ||Sd/- |
|Mr. Pradipkumar Pacheriwala ||Mrs. Heeradevi Pradipkumar Pacheriwala |
|(Director) ||(Director) |
|Date: 14/08/2015 || |
|Place: Mumbai || |
Annexure to Directors' Report
Annexure - I (a)
Policy On Selection And Appointment Of Directors
Pursuant to the provisions of Section 178 of the Companies Act 2013 (the Act) the Inthe process of formulating the committees of a company is required formulate the criteriafor determining the qualifications positive attributes and independence of a directorproposed to be appointed as an director on the board of the company. This Policy documentrecords the criteria for selection and appointment of directors on the Board of theCompany.
This Policy is applicable to selection and appointment of Directors on the Board of theCompany.
Criteria for selection of Directors:
In the process of formulating Committee like Nomination and Remuneration Committee(the Committee) of the Board of the Company to keep the following criteria inmind while assessing the suitability of an individual as a director on the Board of theCompany:
Demonstration of independence integrity high personal and professional ethics;
Ability and willingness to commit sufficient time to the responsibilities as aBoard member;
Understanding of the Companys/Groups business and related industry;
General understanding of marketing finance and other disciplines relevant tothe business of the Company/ Group;
Educational and professional background - professional qualification and/orexperience of having run a business at senior management and decision making level;
Age giving sufficient experience as well as length of service available;
Ability to assessment the conflict of interest if any;
Personal accomplishments and ability to influence decisions
The above are the broad parameters for assessing the candidates suitability. TheCommittee has the discretion to apply additional or different criteria as it may deem fit.
The Committee may also consider the contributions that a board candidate can beexpected to make to the collective functioning of the Board based upon the totality of thecandidates credentials experience and expertise the composition of the Board atthe time and other relevant circumstances.
The Committee will also keep in mind regulatory requirements in this regard. Forexample a person cannot serve on more than seven public listed company boards in additionto the Company. Also a person who serves as the Managing Director/ Chief Executive Officer(or equivalent position) of any company cannot serve on the Board of more than threeadditional public listed companies.
An Independent Director can hold office for a term up to five consecutive years on theBoard of the Company and he is eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Boards report.
No Independent Director can hold office for more than two consecutive terms of fiveyears but such Independent Director is eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly.
Persons to be considered for appointment as directors are selected by the Nominationand Remuneration Committee in accordance with the policies and principles above and underthe Act and the Listing Agreement. The invitation to join the Board may be extended by theChairman of the Board.
Annexure - I (b)
Policy on Performance Evaluation and Remuneration of the Directors:
All members of the Board of Directors
To assist in the process of assessing the participation and contribution in theBoard level deliberations by the directors of the company
To monitor and evaluate the attainment of the Board objectives
To provide the Directors an opportunity to reflect on and assess their areas ofstrength and development
(1) The performance evaluation of independent directors shall be done by the entireBoard of Directors excluding the director being evaluated
(2) On the basis of the report of performance evaluation it shall be determinedwhether to extend or continue the term of appointment of the independent director.
Criteria for determination of Remuneration of Directors
The Non-executive Directors and Independent Directors will receive remuneration by wayof sitting fees for attending meetings of the Board and/or Committee thereof as decidedby the Board from time to time subject to the limits specified under the Companies Act2013 (the Act) including any amendments thereto. In addition to the sitting fees theNon-executive and Independent Directors may also be paid commission as may be determinedby the Board subject to the limits specified under the Act.
The remuneration of Non-executive Directors and Independent Directors will be governedby the role assumed number of meetings of the Board and the committees thereof attendedby the directors the position held by them as the Chairman and member of the committeesof the Board and overall contribution to the business. Besides these the determination ofremuneration of independent directors will also depend on the external competitiveenvironment track record individual performance of the directors and performance of theCompany as well as the industry standards.
ANNEXURE I - Form AOC- 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2)
Of the Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contra cts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm's length transactions under third proviso thereto:
1. Details of material contracts or arrangements or transactions not at arm's lengthbasis: Transaction on arm's length basis
2. Details of material contracts or arrangement or transactions at arm's length basis:Transaction on arm's length basis
For and On behalf of the Board Binayak tex Processors Limited
|Sd/- ||Sd/- |
|Mr. Pradipkumar Pacheriwala ||Mrs. Heeradevi Pradipkumar Pacheriwala |
|(Director) ||(Director) |
|Date: 14/08/2015 || |
|Place: Mumbai || |
Secretarial Audit Report - Annexure - II
SECRETARIAL AUDIT REPORT
For the Financial Year Ended 31st March 2015
[Pursuant to section 204(1] of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel] Rules 2014]
BINAYAK TEX PROCESSORS LIMITED.
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Binayak Tex Processors Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31stMarch 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the Rules made there under.
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings. Not applicable to the Company during the Audit Period.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; - Not applicable to the Company during the Audit Period.
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;- Not applicable to the Company during the Audit Period.
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; - Not applicable to the Company during the AuditPeriod.
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; - Not applicable to the Companyduring the Audit Period.
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; - Not applicable to the Company during the Audit Period.
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;- Notapplicable to the Company during the Audit Period
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; - Not applicable to the Company during the Audit Period and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; - Not applicable to the Company during the Audit Period.
(vi) Other laws applicable to the company:
i. Factories Act 1948
ii.The Standards of Weights and Measures (Enforcement) Act 1985
iii.Employees Provident Fund and Miscellaneous Provisions Act 1952
iv.Industrial Employment (Standing Orders) Act 1946
v. Labour Law(Exemption from Furnishing Returns and Maintaining Registers by Certain Establishment)Act 1988
vi.The Industrial Disputes Act 1947
vii. TheMinimum Wages Act 1948
viii. Income tax Act1961
ix. Central pollution Control Board
x. Environment (Protection) Act 1986
xi. Forest Act 1980
xii. Textiles Committee Act 1963
We have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India.
b) The Listing Agreements entered into by the Company with BSE Limited Mumbai.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc mentioned above except to the extent asmentioned below:
a) Not Appointed KMP (CS and CFO) in the company in compliance with Section 203 of theCompanies Act-2013.
b) As per clause 49 of listing agreement there are no committees in the company.
c) The criterion of Independent Director is not fulfilling.
d) There is no Internal Auditor in the company.
We further report that -
a) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the company has not signed any technicalcollaboration agreement.
For & on behalf of
SARK & Associates
A.C.S. No. 22135 C.P. No. 9304
Binayak Tex Processors Limited
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws RulesRegulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness withwhich the management has conductedthe affairs of the Company.
|For & on behalf of |
|SARK & Associates |
|Company Secretaries |
|Sumit Khanna |
|A.C.S. No. 22135 C.P. No. 9304 |
|Place: Mumbai |
|Date: 14-08-2015 |