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BSL Ltd.

BSE: 514045 Sector: Industrials
NSE: BSL ISIN Code: INE594B01012
BSE LIVE 15:40 | 28 Apr 78.00 -1.30
(-1.64%)
OPEN

77.70

HIGH

78.55

LOW

77.00

NSE 15:42 | 28 Apr 77.90 -1.65
(-2.07%)
OPEN

79.50

HIGH

79.50

LOW

77.20

OPEN 77.70
PREVIOUS CLOSE 79.30
VOLUME 946
52-Week high 95.55
52-Week low 52.30
P/E 15.60
Mkt Cap.(Rs cr) 80.26
Buy Price 78.00
Buy Qty 424.00
Sell Price 0.00
Sell Qty 0.00
OPEN 77.70
CLOSE 79.30
VOLUME 946
52-Week high 95.55
52-Week low 52.30
P/E 15.60
Mkt Cap.(Rs cr) 80.26
Buy Price 78.00
Buy Qty 424.00
Sell Price 0.00
Sell Qty 0.00

BSL Ltd. (BSL) - Director Report

Company director report

To The Members

The Board of Directors have pleasure to present the 45 th Annual Report and Statementof Accounts for the financial year ended 31 st March 2016.

1. Financial Results

(Rs. in Crore)

Particulars For the year ended
31.03.2016 31.03.2015
Turnover
a) Domestic 182.54 183.15
b) Exports 197.21 197.54
379.75 380.69
Profit before Interest Depreciation and Tax 39.31 39.95
Less : Financial Expenses 13.90 14.38
Profit before Depreciation and Tax 25.41 25.57
Less : Depreciation and Amortisation 14.44 19.95
Profit before Tax 10.97 5.62
Taxation Current year 2.40 1.19
Deferred Tax 1.45 (2.77)
Earlier Year's - 0.01
Profit after Tax 7.12 7.19

2. Operations

The division wise performance is as under:

(Rs. in Crore)

Particulars For the year ended
31.03.2016 31.03.2015
Qty. Value Qty. Value
a) Fabrics (Lac Mtrs.)
- Domestic 78.12 94.84 80.70 103.33
- Exports 102.60 181.89 97.83 182.77
Total 180.72 276.73 178.53 286.10
b) Yarn ( MT)
- Domestic 2717 61.03 2992 66.26
- Exports 551 13.06 403 10.02
Total 3268 74.09 3395 76.28
c) Fibre (MT)
-Domestic 445 8.02 - -
d) Readymade Garments
- Domestic (No. of Pcs.) 43251 2.51 52195 1.86
e) Wind Power
Generation (Lac Units) 23.38 0.92 30.10 1.18
f) Job Work 15.22 10.52
g Export Incentives 2.26 4.75
Grand Total 379.75 380.69

3. Exports

The Company's Export turnover during the year was Rs.197.21Crores as against previousyear Rs.197.54 Crores. During the year Company again won Gold Trophy by Synthetic &Rayon Export Promotion Council for highest export of fabrics during 2014-15 to "FocusLAC" countries.

4. Modernization and Expansion

A modernization & expansion plan involving a capex of Rs. 40 crore is underimplementation at advance stage for its spinning weaving and processing division. Thiswill result in improvement in quality and productivity and better services to customers.The state of art weaving machines will increase performance of fabrics. The Company isalso installing processing machineries to improve the quality of Fabrics. The Company hasinstalled 8 Nos. Airjet Looms & 16 Picanol Rapier Looms during the year. Further 4Picanol Looms will be installed.

5. Outlook for Company's Activities

The outlook of Company's activities looks bright as it continues to focus on valueaddition improved efficiency modernization and integrated operations. The Company plansto increase range from capacity expansion modernisation to new market entry anddiversification. In Exports the Company is exploring new markets in Africa AustraliaEurope USA Canada and other Latin American countries and increasing the volumes inexisting markets. In Domestic Marketing the Company is focusing on RMG /Institutionalsegment.

6. Wind power Project

The Company's Wind Power Projects at Jaisalmer had generated 42.35 Lac units during theyear as against 60.39 Lac units last year.

7. Dividend

Your Directors are pleased to recommend a dividend @ 12 % i.e. Rs. 1.20 per EquityShare of Rs. 10/- each for the year ended the 31 st March 2016. This will absorb anamount of Rs. 148.65 Lac (inclusive of distribution tax). A proposal for confirmation ofthe dividend for the year ended 31 st March 2016 will be placed before the shareholdersat the ensuring Annual General Meeting.

8. Contribution to Exchequer

Your Company has contributed an amount of Rs. 11.65 Crores as against previous year Rs.8.70 Crores in terms of Taxes & Duties to the Exchequer.

9. National Movements

The Govt of India has started two missions as National Movements viz "SwachBharat" and "Skill India" Your Company is contributing to theNational Movement within its means. As a part of CSR the Company has constructedSauchalayas at various Government schools in Bhilwara District. Further Sauchalayas havebeen built in nearby villages of the Plant where our Shramik Bandhus reside.

Your Company has joined hands with the Government of India scheme under IntegratedSkill Development Scheme (ISDS) as it registered itself with the scheme in November2015.

During the year your Company under the Mission has trained 138 uneducated youths inSpinning or Weaving Skills. The trained Young Indians have been given Certificates ofSkill and are eligible to Work in Textile Industry.

Being satisfied with involvement in the SKILL INDIA mission the Govt of Rajasthan hasaccorded its approval to the company to carry on the Trainings in 2016-17.

10.Extract of Annual Return as per Sec 92 in form MGT 9

The details forming part of extract of Annual Return in Form No MGT 9 is enclosed in AnnexureI.

11.Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s V. M. & Associates Company Secretaries Jaipur to undertake theSecretarial Audit of the Company. The details forming part of Secretarial Audit Report forfinancial year 2015-16 in Form MR -3 is enclosed herewith as per Annexure II. Thereare no reservations qualifications adverse remark or disclaimer contained in theSecretarial Audit Report.

12.Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofsection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31 stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note one of the notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31 st March 2016 and of the profit of the Company for theyear ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that the internal financial controls were in place and that the internal financialcontrols were adequate and were operating effectively;

f. that the system to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

13.Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure III'.

14.Particulars of Loans given Guarantees given Investments made and Securitiesprovided

The Company has not given any Loans Guarantees Investments and Securities coveredunder the provisions of section 186 of the Companies Act 2013.

15.Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters Directors keymanagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval. There are no material subsidiary Companiesas define in Regulation 16 (c) of the SEBI (Listing Obligations and Listing Requirements)Regulations 2015.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at the web link as: https://www.bslltd.com .

Particulars of Related Parties contracts or arrangements u/s section 188 of theCompanies Act 2013 are given in Form AOC-2 and enclosed as per Annexure IV.

16.Internal Control Systems

The Company has adequate Internal Control Systems commensurate with the size scaleand complexity of its operations. The Internal Auditors monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies. Based on the report of InternalAuditors management undertakes corrective action in their respective areas and therebystrengthens the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

17.Human Resource Development

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has been undertakento develop leadership as well as technical/ functional capabilities in order to meetfuture talent requirement. These efforts have led to a significant increase in manpowerproductivity. Efforts have also been made to design progressive and empower HR Policiesand others welfare measures.

18.Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil Mechanism named Whistle Blower policy to deal with instance offraud and mismanagement if any. The Details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the Company's website at the web linkas: https://www.bslltd.com.

19.Nomination & Remuneration Policy

The Board has on recommendation of the Nomination &

Remuneration Committee framed a policy for selection and appointment of DirectorsSenior Management and their remuneration including criteria for determiningqualifications positive attributes independence of Directors and other matters as persec 178 & Regulation 19 of the SEBI (Listing Obligations and Listing Requirements)Regulations 2015. The Nomination & Remuneration Policy is enclosed as Annexure V.

20.Corporate Social Responsibility

As per section 135 of Companies Act 2013 Company has constituted CSR Committee andalso framed CSR policy. The details of the Committee and its terms of reference are setout in the Corporate Governance Report forming part of the Board's Report. Details aboutthe CSR policy and initiatives taken by the Company on CSR during the year are availableon our website https://www.bslltd.com. The Annual Report on our CSR activities is annexedto this report as Annexure VI.

21.Meetings

During the year four Board meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

22.Directors & Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel

• In Accordance with the provisions of the Companies Act 2013 Shri RaviJhunjhunwala retires by rotation and eligible for re-appointment.

• During the year there is no change in Directors and Key Managerial Personnel ofthe Company.

2. Statement on Declaration given by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Listing Requirements) Regulations 2015.

3. Board Evaluation

In compliance with the Companies Act 2013 and SEBI (Listing Obligations and ListingRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Committee and other committees.More detail on the same is given in the Corporate Governance Report.

23.Statutory Auditors

The Statutory Auditors of the Company M/s A.L. Chechani & Company CharteredAccountants Bhilwara retire at the conclusion of the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment for 2016-17. There are no reservationsqualifications or adverse remarks contained in the Auditors' Report attached to BalanceSheet as at 31 st March 2016. Information referred in Auditors' Report are selfexplanatory and don't call for any further comments.

The Audit committee and the Board of Directors recommend the reappointment of M/s A.L.Chechani & Co. Chartered Accountants as Statutory Auditors of the Company for2016-17.

24.Corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by the SEBI. The Report onCorporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co.Chartered Accountants 17 Heera Panna Market Pur Road Bhilwara (Rajasthan) confirmingcompliance to conditions of Corporate Governance as stipulated under Regulation 34(3) ofthe SEBI (Listing Obligations and Listing Requirements) Regulations 2015 form part ofthe Annual Report.

25.Particulars of Employees and related disclosures

Disclosures 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 as per Annexure VII.

Disclosures required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are provided as per Annexure VIII.

26.Transfer to Investor Education and Protection Fund

The Company has not transferred any sum during the financial year 2015-16 to theInvestor Education and Protection Fund established by the Central Government incompliance with section 125 of the Companies Act 2013.

27.Appreciation

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company

For and on behalf of the Board
(ARUN CHURIWAL)
Place : Noida (U.P.) CHAIRMAN & MANAGING DIRECTOR
Date : 11 th May 2016 DIN: 00001718