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BSL Ltd.

BSE: 514045 Sector: Industrials
NSE: BSL ISIN Code: INE594B01012
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VOLUME 1215
52-Week high 94.00
52-Week low 52.55
P/E 16.57
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 63.45
CLOSE 61.80
VOLUME 1215
52-Week high 94.00
52-Week low 52.55
P/E 16.57
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BSL Ltd. (BSL) - Director Report

Company director report

To The Members

The Board of Directors has pleasure to present the 46th Annual Report andStatement of Accounts for the financial year ended 31st March 2017.

1. Financial Results

Particulars

For the year ended

31.03.2017 31.03.2016
Turnover - a) Domestic 245.26 182.54
- b) Exports 200.12 197.21
445.38 379.75
Profit before Interest Depreciation and Tax 40.26 39.31
Less : Financial Expenses 15.74 13.90
Profit before Depreciation and Tax 24.52 25.41
Less : Depreciation & Amortisation 16.01 14.44
Profit before Tax 8.51 10.97
Taxation - Current Tax 2.16 2.40
- Deferred Tax 0.83 1.45
Profit after Tax 5.52 7.12

2. Operations

The division wise performance is as under:

For the year ended

Particulars

31.03.2017

31.03.2016

Qty. Value Qty. Value
a) Fabrics (Lac Mtrs.)
- Domestic 106.82 139.96 78.12 94.84
- Exports 111.98 178.78 102.60 181.89
Total 218.80 318.74 180.72 276.73
b) Yarn (MT)
- Domestic 2728 73.01 2717 61.03
- Exports 739 16.73 551 13.06
Total 3467 89.74 3268 74.09
c) Fibre (MT)
- Domestic 655 12.37 445 8.02
d) Readymade Garments
(No. of Pcs.)
- Domestic 111799 4.13 43251 2.51
- Exports 27542 1.05 - -
Total 139341 5.18 43251 2.51
e) Wind Power
Generation (Lac Units) 23.91 0.94 23.38 0.92
f) Job Work 14.85 15.22
g) Export Incentives 3.56 2.26
Grand Total 445.39 379.75

3. Exports

The Company's Export turnover during the year was ' 200.12 Crores as against previousyear ' 197.21Crores.

During the year Company again won Gold Trophy awarded by Synthetic & Rayon ExportPromotion Council for highest export of fabrics during 2015-16 to "Focus LAC"countries.

4. Modernization and Expansion

A modernization & expansion plan involving a capex of ' 40 crore is completed andmodernization & expansion plan of ' 23 Crores is under implementation at primary stagefor its spinning weaving and processing division. This will result in improvement inquality and productivity and better services to customers. The state of art weavingmachines and processing machineries shall improve the quality of Fabrics. The Company hasinstalled 8 Nos. Airjet Looms & 4 Picanol Rapier Looms during the year. Further 4Picanol Looms will be installed during the year 2017-18.

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 modernization 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 onFurnishing/RMG/Institutional segment.

6. Wind power Project

The Company's Wind Power Projects at Jaisalmer had generated 47.55 Lac units during theyear as against 42.35 Lac units last year.

7. Dividend

Your Directors are pleased to recommend a dividend @ 12% i.e. ' 1.2 per Equity Share of' 10/- each for the year ended the 31st March 2017. This will absorb an amountof ' 148.66 Lacs (inclusive of distribution tax). A proposal for confirmation of thedividend for the year ended 31st March 2017 will be placed before theshareholders at the ensuring Annual General Meeting.

8. Contribution to Exchequer

Your Company has contributed an amount of ' 13.21 Crores as against previous year '1.65 Crores in terms of Taxes & Duties to the Exchequer.

9. National Movements

The company has been committed to the protection of the environment from its inception.It has been regularly spending on improving the effluent treatments of processingdepartments. In compliance with the Central Government notifications the company hasadopted the practice of Zero Liquid Discharge (ZLD).After a series of RO Treatment of theeffluent it finally uses the Thermal Energy to evaporate the remnant 3% effluent. Thisextra cost is the social responsibility cost to the Company to protect and preserveenvironment.

The Country has moved on a mission of Swachh Bharat and one of the focal points ofSwachh Bharat is having a Shauchalaya for every household and particularly in schools fortheir proper health and hygiene of the students.As a part of the CSR the company hassetup complete Shauchalaya facilities in the schools of Tunturi Purulia and SaraswatiSishu Mandir Paschim Bhurkundi Paschim Midnapore.

As a part of the Green Movement the company has successfully adopted the moststringent International conditions of OHSAS. One of the express ways adopted by thecompany is Furnishing department it is primarily Product Mix Diversification. In thefurnishing the company is one of the few important suppliers to top MNC in this field. Inthe category in which the company operates it's the sole source of procurement of the MNCof the country.

The Company has joined hands with the Government of India scheme under Integrated SkillDevelopment Scheme (ISDS) as it registered itself with the scheme in November 2015.

During the year your Company under the Mission has recruited 814 trainees in Spinningor Weaving Skills. The trained Young Indians have been given 409 Certificates of Skill andare eligible to Work in Textile Industry. Out of the above 264 persons are currentlyworking in the company.

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 2017-18.

10. Green energy

The Company on the one hand adhering to ZLD norms at the same time it is focusing onthe Green Energy. In the year the Company had set up 2.4 MW Wind Mill thereafter in theyear 2010 added another 2 MW Wind Mill. Thus the Company is having Wind Power capacity of4.4 MW. It is now implementing the Solar Power Project at Roof Mending Solar at 4.00 MW.Solar Energy Power Plant will be operative by June 2017.Thus focus of the company is onSustainability both in terms of effluent Management and non fossil energy consumption.

11. 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.

12. Statutory Auditors

The Statutory Auditors of the Company M/s A.L. Chechani & Company CharteredAccountants (Firm Registration No. 05341C) Bhilwara retire at the conclusion of theensuing Annual General Meeting. There are no reservations qualifications or adverseremarks contained in the Auditors' Report attached to Balance Sheet as at 31stMarch 2017. Information referred in Auditors' Report are self-explanatory and don't callfor any further comments.

The Audit committee and the Board of Directors recommend the appointment of M/s SSMS& Associates Chartered Accountants (Firm Registration Number 019351C) asStatutory Auditors of the Company to hold office from the conclusion of 46thAnnualGeneral Meeting (AGM) until the conclusion of the 51s‘AGM subjectto ratification by members every year as applicable. As required under the provisions ofSection 139 of the Companies Act 2013 the Company has obtained written confirmation fromM/s SSMS & Associates Chartered Accountants that their appointment if made would bein conformity with the limits specified in the said Section.

13. Secretarial Auditors

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 toundertake the Secretarial Audit of the Company. The details forming part of SecretarialAudit Report for financial year 2016-17 in Form MR -3 is enclosed herewith as per AnnexureII. There are no reservations qualifications adverse remark or disclaimer containedin the Secretarial Audit Report.

14. Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has appointed M/s P. Mehta & Co. Chartered Accountants asthe internal auditors of the Company. The role of internal auditors includes but notlimited to review of internal audit observations and monitoring of implementation ofcorrective actions required reviewing of various policies and ensure its properimplementation reviewing of SOPs and there amendments if any.

15. Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with Rule 6(2) of the Companies(Cost Records and Audit) Rules 2014 as amended from time to time your Company has beencarrying out audit of cost records relating to Textile Divisions every year.

The Board of Directors on the recommendation of Audit Committee has appointed M/sN.D. Birla & Co. Cost

Accountants (Firm Registration Number 000028) as

Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17.As required under the Companies Act 2013 a resolution seeking member's approval for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting for their ratification.

16. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information andexplanations obtained we make the following statements in terms of section 134(3)(c) ofthe Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2017 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 judgment 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 31st March 2017 and of the profit of theCompany for the year 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.

17. 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 IN'.

18. 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.

19. 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 Regulation16 (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.

20. 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.

21. 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.

22. 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.

23. Nomination &Remuneration Policy

The Board has on recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters as per sec 178 & Regulation 19 of the SEBI(Listing Obligations and Listing Requirements) Regulations 2015. The Nomination &Remuneration Policy is enclosed as Annexure V.

24. 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.

25. 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.

26. Directors & Key Managerial Personnel

1. Change in Directors and Key Managerial Personnel

• In Accordance with the provisions of the Companies Act 2013 Shri NivedanChuriwal 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.

27. 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.

28. 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.

29. Transfer to Investor Education and Protection Fund

The Company has not transferred any sum during the financial year 2016-17 to theInvestor Education and Protection Fund established by the Central Government incompliance with section 125 of the Companies Act 2013.

30. Other Disclosures Under Companies Act 2013

• The Company has not transferred any amount to General Reserves during the year.

• The Company has not invited/ accepted any deposits from the public during theyear ended March 312017. There were no unclaimed or unpaid deposits as on March 312017.

• There have been no material changes and commitments if any affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.

• During the year under review there has been no such significant and materialorders passed by the regulators or courts or tribunals impacting the going concern statusand company's operations in future.

• Details about risk management have been given in the Management Discussions& Analysis.

• The Company does not have any subsidiary joint venture & associate company.

• The Company is having adequate Internal Financial Control with reference to theFinancial Statements.

• During the year the Company has not received any complaint under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.

31. 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)
CHAIRMAN &
Place : Noida(U.P) MANAGING DIRECTOR
Date :12thMay 2017 DIN: 00001718