On behalf of the Board of Directors it is our pleasure to present the 69th AnnualReport together with the Audited Statement of Accounts of Bright Brothers Limited("the Company") for the year ended 31st March 2016.
|Financial Performance: || ||(Rs. in Lakhs) |
|Particulars ||Year Ended 31st March 2016 ||Year Ended 31st March 2015 |
|Net Sales and Operating Income ||15441.56 ||16242.22 |
|Less: Expenses ||15262.53 ||15707.54 |
|Operating Profit ||179.03 ||534.68 |
|Add: Other Income ||137.91 ||232.46 |
|Financial Costs ||405.90 ||441.18 |
|Depreciation ||498.20 ||464.36 |
|Profit/(loss) before tax ||(587.16) ||(138.40) |
|Less: Tax Related to Earlier Years ||1.89 ||(2.68) |
|Profit/(loss) after tax ||(589.05) ||(135.72) |
|Balance Profit of previous year ||1128.84 ||1400.87 |
|Distributable profit ||539.79 ||1265.15 |
|APPROPRIATIONS: || || |
|Proposed Dividend ||113.60 ||113.60 |
|Tax on Dividend ||23.13 ||22.71 |
|Balance Carried to Balance Sheet ||403.06 ||1128.84 |
Summary of Operations:
The total operational income for the year ended 31st March 2016 stood at Rs. 15441.56lakhs as against Rs. 16242.22 lakhs in the previous year resulting in a decrease of Rs.800.66 lakhs as compared to the previous year.
The Operating Profit before Depreciation Finance Cost and Tax for the year ended 31stMarch 2016 amounted to Rs. 179.03 lakhs as against Rs. 534.68 lakhs in the previous yearshowing a decrease of 66.52% due to changes in the product mix pricing increase inoperating costs and provisions.
The Year in Retrospect:
In 2015 global economic activity remained subdued. Growth in emerging markets anddeveloping economies while still accounting for over 70% of global growth declined forthe fifth consecutive year.
Three key transitions continue to influence the global outlook:
(1) The gradual slowdown and rebalancing of economic activity in China away frominvestment and manufacturing towards consumption and services;
(2) Lower prices for energy and other commodities; and
(3) A gradual tightening in monetary policy in the United States in the context of aresilient U.S. recovery as several other major advanced economy central banks continue toease monetary policy.
Outlook for the current year:
In the midst of a weak global economy and the crash of the Chinese stock marketIndia's economic growth rate has eclipsed all others. The Indian economic outlook for 2016is bright relative to the global economy with businesses expressing enormous faith in theeconomic policies of the NDA government.
Notwithstanding delays in domestic policy reforms "India's economy is slowlygaining momentum with an expected GDP growth of 7.3% and 7.5% in 2016 and 2017respectively. Despite some delays in domestic policy reforms and enduring fragilities inthe banking system investment demand is supported by the monetary easing cycle risingFDI and government efforts towards infrastructure investments and public-privatepartnerships."
Your Company has been making sustained efforts to improve sales and capacityutilisation which is expected to give better results in the next financial year.
Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year till the date of report:
There is no material event that has occurred from the end of the financial year tillthe date of the Director's Report.
Dividend and Reserves:
Your Directors are pleased to recommend a dividend of Rs. 2 per Equity Share on5680235 Equity Shares of Rs. 10 each for the financial year ended 31st March 2016. Thesaid dividend if approved by the members would involve a cash outflow Rs. 136.73 lakhscomprising of Rs. 113.60 lakhs as dividend and Rs. 23.13 lakhs as tax on dividend.
The dividend will be paid subject to the approval of shareholders at the forthcomingAnnual General Meeting to those Shareholders whose names appear on the Register of Membersof the Company as on the specified date.
During the year under review no amount was transferred to General Reserves.
The paid up Equity Share Capital as on 31st March 2016 was Rs. 567.60 lakhs. Duringthe year the Company has not issued any shares.
Loans guarantees or investments:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes accompanying the financialstatements.
Your Company has not accepted any deposits from public.
However the Company has deposits accepted from its members.
There has been no deposit which was unpaid or unclaimed as at the end of the year.
There has not been any default in repayment of deposits or payment of interest thereonduring the year. The Company is holding deposits of Rs. 13780000/- accepted frommembers as at the end of the year.
Related party transactions:
All transactions entered with related parties for the year under review were on arm'slength basis and in the ordinary course of business and the provisions of Section 188 ofthe Companies Act 2013 are not attracted. Thus disclosure in AOC-2 is not required.Further there are no material related party transactions during the year under reviewwith the Promoters Directors and Key Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee as also before theBoard for approval. Omnibus approval was obtained for transactions which are repetitive innature. A statement giving details of all the transactions entered into pursuant toomnibus approval are placed before the Audit Committee and Board for their review.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors have any pecuniaryrelationships or transactions vis-a vis the Company.
All the assets of the Company are fully insured against major risks.
Internal financial controls:
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
Significant and material orders passed by the regulators:
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations.
Director's Responsibility Statement:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(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 at the end of the financial year and ofthe profit and loss of the Company for that period;
(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;
(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.
Management Discussion and Analysis:
Management Discussion and Analysis of the financial conditions and result of operationsof the Company for the period under review as required under Regulation 34(2)(e) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is given in a separatestatement in the Annual Report in Annexure I.
A separate report on Corporate Governance is set out in Annexure II.
Extract of Annual Return:
Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the annual return isannexed as Annexure III.
Meetings of the Board and its Committees:
The details of the Board meetings and various Committee meetings have been mentioned inthe Report of Corporate Governance annexed as Annexure II.
Report of the Statutory Auditors and Notes to Financial Statements:
In the 67th Annual General Meeting held on 4th September 2014 M/s. Desai Saksena& Associates Chartered Accountants (FRN: 102358W) have been appointed as StatutoryAuditors of the Company to hold office from the conclusion of the 67th Annual GeneralMeeting till the conclusion of the 70th Annual General Meeting. Ratification forappointment of Statutory Auditors is being sought from the members of the Company at theensuing Annual General Meeting.
Further the report of the Statutory Auditors alongwith notes to Schedules is enclosedto this report. The observations made in the Auditor's Report are self-explanatory andtherefore do not call for any further comments.
As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost records and Audit) Rules 2014 asamended from time to time your Company needs to conduct a Cost Audit for the financialyear ending on 31st March 2017.
The Board of Directors on recommendation of the Audit Committee has appointed M/s. S.R. Singh & Co. Cost Accountants as Cost Auditor to audit the cost accounts of theCompany for the financial year 2016-17 at a remuneration of Rs. 150000/- plus servicetax as applicable and reimbursement of out of pocket expenses. As required under CompaniesAct 2013 a resolution seeking members approval for the remuneration payable to the CostAuditor forms part of the Notice convening Annual General Meeting.
In terms of Section 204 of the Act and Rules made there under M/s. Kiran Golla &Associates Practicing Company Secretary have been appointed Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed as Annexure IV to this report.
The report is self-explanatory and does not call for any further comments:
Report under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 2011 have been submitted in the old format.
Whistle Blower Policy:
Pursuant to the requirement of the Act the Company has approved its Whistle BlowerPolicy. This is also called a vigil mechanism.
This mechanism enables directors and employees to report concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy.
Risk Management Policy:
The Company has developed and implemented the Risk Management Policy.
The Company considers ongoing risk management to be a core component of the Managementof the Company and understands that the Company's ability to identify and address risk iscentral to achieving its corporate objectives.
The policy is in compliance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and provisions of the Companies Act 2013 which requires the Company tolay down procedures about risk assessment and risk minimization.
Directors and Key Managerial Personnel:
Mr. Suresh Bhojwani Whole Time Director of the Company will retire by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.
Smt. Hira T. Bhojwani was appointed as Whole-time Director- Commercial in the 65thAnnual General Meeting of the Company held on 3rd August 2012 for a term of 3 (three)years. Her term of office expires on 31st March 2016. Pursuant to the recommendations ofthe Nomination & Remuneration Committee and subject to the approval of theShareholders Smt. Hira T. Bhojwani was re-appointed by the Board of Directors at itsmeeting held on 19th May 2016 for a further period of 3 (three) years w.e.f 1st April2016.
The resolution seeking approval of members for re-appointment of Directors isincorporated in the notice of Annual General Meeting of the Company alongwith the briefdetails about them.
Mr. Chirag Shah - Senior General Manager (Finance & Accounts) has been appointed asChief Financial Officer of the Company w.e.f. 1st June 2015 and Ms. Sarita Magar has beenappointed as Company Secretary & Compliance Officer w.e.f. 24th July 2015.
Declaration by Independent Directors:
Mr. K. P. Rao Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy are IndependentDirectors on the Board of your Company. In the opinion of the Board and as confirmed bythese Directors they fulfill the conditions specified in section 149 of the Act and theRules made thereunder about their status as Independent Directors of the Company.
Company's Policy on Appointment and Remuneration:
The objective of remuneration policy is to attract motivate and retain qualified andexpert individuals that the Company needs in order to achieve its strategic andoperational objectives whilst acknowledging the societal context around remuneration andrecognizing interest of stakeholders.
Formal Annual Evaluation by the Board of its own performance and that of its Committeesand individual Directors:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a structured questionnaire was prepared aftertaking into consideration the various aspects of the Board's functioning composition ofthe Board and its Committees culture execution and performance of specific dutiesobligations and governance.
The performance evaluation of Independent directors was completed. The performanceevaluation of the Chairman and the Non-independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
Separate meeting of Independent Directors was conducted during the year.
Transfer of Amounts to Investor Education and Protection Fund:
During the year your Company has transferred funds lying unpaid or unclaimed for aperiod of seven years to the Investor Education and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has filed the necessary form and uploaded the details of unpaid and unclaimedamounts lying with the Company as on 16th September 2015 (the date of previous AnnualGeneral Meeting) with the Ministry of Corporate Affairs.
Particulars of Employees:
None of the employees of the Company is falling under the criteria as set out in Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014regarding remuneration.
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure formingpart of the Annual Report.
Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary.
Your Company treats its "human resources" as one of its most importantassets.
Your Company is focused on the promotion of talent internally through job rotation andjob enlargement.
Prevention Prohibition and Redressal of Sexual Harassment at Workplace:
Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:
Information given as required under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014.
A. Conservation of Energy:
Continuous monitoring and awareness amongst employees has helped to avoid wastage ofenergy. Various investments in reducing the consumption of energy has helped the Companyto reduce the overall power consumption.
Continuous study and analysis for energy conservation installation of energy efficientequipments has resulted into lower units of power consumption per kg production offinished products. Energy Conservation measures taken:
Installation of Variable Frequency Drives (VFD) to reduce the power consumptionof old machines.
Energy efficient pump for cooling tower.
Installation of servo drives in injection moulding machines to reduce powerconsumption.
Replacement of higher HP motor with lower HP motor.
Replacement of CFL with LED lights.
B. Technology Absorption Adaptation and Innovation:
C. Foreign Exchange Earnings and Outgo:
The particulars of foreign exchange utilised during the year are given in Clause a band c of Note No. 34 of Notes accompanying the financial statements.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank the Central and State Government and other Statutoryauthorities for their continued support.
| ||For and on behalf of the Board |
| ||BRIGHT BROTHERS LIMITED |
| ||Suresh Bhojwani |
| ||Chairman & Managing Director |
|Place : Mumbai ||DIN 00032966 |
|Date : 19th May 2016 || |