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BSL Ltd.

BSE: 514045 Sector: Industrials
NSE: BSL ISIN Code: INE594B01012
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VOLUME 134
52-Week high 104.30
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P/E 14.31
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OPEN 68.55
CLOSE 71.20
VOLUME 134
52-Week high 104.30
52-Week low 40.05
P/E 14.31
Mkt Cap.(Rs cr) 72.03
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 have pleasure to present the 44th Annual Report andStatement of Accounts for the financial year ended 31st March 2015.

1. Financial Results

(Rs. in Crore)

Particulars

For the year ended

31.03.2015 31.03.2014
Turnover - a) Domestic 183.15 149.28
- b) Exports 197.54 189.62
380.69 338.90
Profit before interest Depreciation & Tax 39.95 35.83
Less : Financial Expenses 14.38 16.68
Profit before Depreciation & Tax 25.57 19.15
Less : Depreciation & Amortisation 19.95 15.30
Profit before Tax 5.62 3.85
Taxation - Current year 1.19 1.08
- Deferred Tax (2.77) (0.59)
- Earlier Year's 0.01 -
Profit after Tax 7.19 3.36

2. Operations

The division wise performance is as under:

(Rs. in Crore)

Particulars

For the year ended

31.03.2015

31.03.2014

Qty. Value Qty. Value
a) Fabrics (Lac Mtrs.)
- Domestic 80.70 103.33 71.29 87.75
- Exports 97.83 182.77 94.43 163.68
Total 178.53 286.10 165.72 251.43
b) Yarn (MT)
- Domestic 2992 66.26 2566 49.45
- Exports 403 10.02 933 20.53
Total 3395 76.28 3499 69.98
c) Readymade Garments
- Domestic (No. of Pcs.) 52195 1.86 26464 1.09
d) Wind power
Generation (Lac Units) 30.10 1.18 28.86 1.13
e) Job Work 10.52 9.86
f) Export Incentives 4.75 5.41
Grand Total 380.69 338.90

3. Exports

The Company's Export turnover during the year was Rs. 197.54 Crores as against previousyear Rs. 189.62 crores. During the year Company again won Gold Trophy by Synthetic &Rayon Export Promotion Council for highest export of fabrics during 2013-14 to "FocusLAC" countries. The export of fabrics to Focus LAC countries during current yearcontinues to be on increasing trend. Though the market in Middle East and Far Eastcountries continues to be sluggish.

4. Expansions

The Company has installed 8 Nos. Airjet Looms during the year. Further Company hasplanned for installing 8 Nos. Airjet Looms & 16 Picanol Looms during 2015-16. Thelatest high speed looms will increase productivity of fabrics.

The Company is also planning for installing processing machineries to improve thequality of Fabrics.

5. Outlook for Company's Activities

In Exports Company is exploring new markets in Africa Australia Europe USA Canadaand other Latin American countries and increasing the volumes in existing markets.

In Domestic Company is focusing on Retail markets and RMG/ Institutional segment.

6. Wind power project

The Company's Wind Power Projects at Jaisalmer had generated 60.39 Lac units during theyear as against 57.03 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 31st March 2015. This willabsorb an amount of Rs. 148.20 lacs (inclusive of distribution tax). A proposal forconfirmation of the dividend for the year ended 31st March 2015 will be placedbefore the shareholders at the ensuring Annual General Meeting.

8. Contribution to exchequer

Your Company has contributed an amount of Rs. 8.70 Crores as against previous year Rs.6.56 Crores in terms of Taxes & Duties to the Exchequer.

9. 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 inannexure I.

10. 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 2014-15 in Form MR -3 is enclosed herewith as per annexure II. There are noreservations qualifications adverse remark or disclaimer contained in the SecretarialAudit Report.

11. 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 31stMarch 2015 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 31st March 2015 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.

12. Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo

The Company has become one of few Companies in Rajasthan with zero liquid Discharge onland (ZLD). All liquid effluents are evaparated out by Multi Effect Evaporator (MEE).

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 ^nnexure III'.

13. 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.

14. 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 susbsidiaryCompanies as per clause 49(v) of the Listing Agreement.

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 under section 188 of theCompanies Act 2013 are given in Form AOC-2 and enclosed as per annexure IV.

15. 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.

16. 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.

17. 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.

18. 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 & Clause 49 (IV)(B)(4) ofListing Agreement. The Nomination & Remuneration Policy is enclosed as annexure V.

19. Risk management

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Risk Management Committee. The details of the Committee are set out in theCorporate Governance Report forming part of the Board's Report.

The Board has also on recommendation of the Risk Management Committee framed a policyfor risk management of the Company. The Details of the said policy its development andimplementation is stated in the Corporate Governance Report.

20. Corporate Social responsibility

As per section 135 of Companies Act 2013 CSR Committee has been constituted and CSRpolicy has been framed although the said section is not applicable during current year.The details of the Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board's Report.

21. Meetings

During the year five 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 ShekharAgarwal retires by rotation and eligible for re-appointment.

• The Board of Directors had appointed Smt. Abhilasha Mimani as AdditionalDirector of the Company in the category of Independent Directors with effect from 2ndAugust 2014. Thereafter at the Annual General Meeting held on 19th September2014 the members of the Company approved the said appointment as Independent Directorunder the Companies Act 2013 for a period of 5 years.

• The Board of Directors had appointed Shri G. P. Singhal as additional Directorof the Company in the category of Independent Directors with effect from 26th September2014 subject to approval of Shareholders in the ensuing Annual General Meeting.

• During the year Shri Nivedan Churiwal Joint Managing Director of the Companyand Shri Praveen Jain CFO & Company Secretary of the Company were appointed as KeyManagerial Personnel in term of Section 203 of Companies Act 2013.

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 Clause 49 ofthe Listing Agreement.

3. Board Evaluation

In compliance with the Companies Act 2013 and Clause 49 of Listing Agreement theBoard has carried out an annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Committee and other committees. More detail on the same is given in theCorporate 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 2015-16. There are no reservationsqualifications or adverse remarks contained in the Auditors' Report attached to BalanceSheet as at 31st March 2015. 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 for2015-16.

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 Clause 49 of theListing Agreement form part of the 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 VI.

Disclosures required in terms of the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as Annexure VII.

26. Transfer to Investor education and protection Fund

The Company has transferred a sum of Rs.1.86 Lakh during the financial year 14-15 tothe Investor Education and Protection Fund established by the Central Government incompliance with section 125 of the Companies Act 2013. The same amount representsunclaimed dividends which were lying with the company for a period of seven years fromtheir respective due dates of payment.

27. Disclosure of relationships between Directors inter se [Clause 49(VIM)(E)(2)]

Shri Arun Churiwal Chairman & Managing Director of the Company is father of ShriNivedan Churiwal Jt. Managing Director of the Company.

Shri Ravi Jhunjhunwala is Brother-in-law of Shri Shekhar Agarwal. Both are theNon-executive Directors of the Company.

28. Appreciation

Your Directors thanks various Central and State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
(ARUN CHURIWAL)
Place : Gulabpura Dist. Bhilwara CHAIRMAN & MANAGING DIRECTOR
Date : 8th May 2015 DIN:00001718

Form No. MGT 9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L24302RJ1970PLC002266
ii) Registration Date 24TH OCTOBER 1970
iii) Name of the Company BSL LTD
iv) Category / Sub-Category of the Company Company Limited by Shares /Indian non-Government Company
v) Address of the Registered office and contact details 26 Industrial Area Gandhi Nagar Bhilwara-311001 (Rajasthan) Tel: 01482 246801 Fax: 01482 246807 Email: accounts@bslsuitings.com
vi) Whether Listed Company YES
vii) Name Address and Contact details of Registrar and Transfer Agent if any MCS Share Transfer Agent Ltd. Shri Venkatesh Bhawan F-65 Okhla Industrial Area Phase I New Delhi- 110020 Tel: 011 41406148 Fax: 011 41709881 Email: mcsdel@vsnl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of theCompany shall be stated:-

S. No. Name and Description of main products / services NIC Code of the product / Service % to total turnover of the Company
1 Man-made fiber and man-made mixture fabrics 13124 75.15%
2 Spinning of man-made fiber including blended man-made fiber 13114 20.04%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

S No. Name of the Company CIN/GLN Holding/ Subsidary/ Associate % of share held Applicable section
NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category - wise Shareholding

Category of Shareholders

No of shares held at the beginning of the year

No of shares held at the end of the year

% Change during the year
Demat physical Total % of total Shares Demat physical Total % of total Shares
a. promoters
1. Indian
a) Individual/ HUF 1115865 - 1115865 10.84% 1115865 - 1115865 10.84% -
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. 4406207 - 4406207 42.81% 4406207 - 4406207 42.81% -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub total (A)(1): 5522072 - 5522072 53.65% 5522072 - 5522072 53.65% -
2. Foreign
a) NRI/ Individuals - - - - - - - - -
b) Other- Individuals - - - - - - - - -
c) Bodies Corp. 287000 - 287000 2.79% 287000 - 287000 2.79% -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub total (A)(2): 287000 - 287000 2.79% 287000 - 287000 2.79% -
Total shareholding of promoter (A) = (A)(1) + (A) (2) 5809072 5809072 56.44% 5809072 5809072 56.44%
B. public Shareholding
1. Institutions
a) Mutual Funds - 450 450 - - 450 450 - -
b) Banks/ FI 467103 758 467861 4.55% 467103 758 467861 4.55% -
c) Central Govt. - - - - - - - - -
d) State Govt. (s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurances Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital funds - - - - - - - - -
i) others (specify) - - - - - - - - -
Sub- total (B)(1): 467103 1208 468311 4.55% 467103 1208 468311 4.55% -
2. non- Institutions
a) Bodies Corp.
i) Indian 769539 43607 813146 7.90% 650251 21288 671539 6.53% -1.37%
ii) Overseas - - - - - - - -
b) Individuals
i) Shareholders holding nominal share capital upto Rs. 1 lakh 1634642 549706 2184348 21.22% 1550120 519768 2069888 20.11% -1.11%
ii) Shareholders holding nominal share capital in excess of Rs. 1 lakh 830198 106297 936495 9.10% 1092177 106297 1198474 11.64% 2.54%
c) others (specify) NRI 49167 31629 80796 0.79% 44255 30629 74884 0.73% -0.06%
Sub- total (B)(2): 3283546 731239 4014785 39.01% 3336803 677982 4014785 39.01% -
Total public Shareholding (B) = (B)(1) + (B) (2) 3750649 732447 4483096 43.56% 3803906 679190 4483096 43.56%
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand T otal (A+B + C) 9559721 732447 10292168 100% 9612978 679190 10292168 100% -

ii) Shareholding of Promoters

S No. Shareholders Name Shareholdings at the beginning of the year Shareholdings at the end of the year % change in Shareholding during the year
1 Shri Arun Kumar Churiwal 357379 357379 -
2 Shri Arun Kumar Churiwal 51200 51200 -
3 Giltedged Industrial Secu. Ltd. 197663 197663 -
4 LNJ Financial Services Ltd. 708890 708890 -
5 Mandpam Vikas Pvt. Ltd. 23975 23975 -
6 Bharat Investment Growth Ltd. 257500 257500 -
7 Investors India Ltd. 690814 690814 -
8 Nivedan Vanijya Niyojan Ltd. 620450 620450 -
9 Purvi Vanijya Niyojan Ltd. 512220 512220 -
10 Raghav Commercial Ltd. 668337 668337 -
11 Smt. Sudha Churiwal 165932 165932 -
12 Shashi Commercial Co. Ltd. 118600 118600 -
13 Churiwal Properties & Invt. P. Ltd. 239092 239092 -
14 Mandawa Niyojan Pvt. Ltd. 143419 143419 -
15 Shri Nivedan Churiwal 148851 148851 -
16 India Texfab Marketing Ltd. 62217 62217 -
17 PRC Niyojan Pvt. Ltd. 131634 131634 -
18 Smt. Subha Churiwal 5000 5000 -
19 Cornhill Investments Ltd. 120300 120300 -
20 Micro Base Ltd. 70700 70700 -
21 Microlight Investments Ltd. 96000 96000 -
22 Smt.Sudha Churiwal / Shri Nivedan Churiwal 230233 230233 -
23 Smt.Sushila Devi Chokhani 12559 12559 -
24 Shri Ravi Jhunjhunwala 84236 84236 -
25 Shri Lakshmi Niwas Jhunjhunwala 33070 33070 -
26 Shri Lakshmi Niwas Jhunjhunwala (HUF) 27405 27405 -
27 Raj.Spg. & Wvg.Mills Ltd. (RSWM Limited) 31396 31396 -
Total 5809072 5809072 -

iii) Change in Promoters' Shareholding (Please specify if there is no change)

S No. Particulars

Shareholdings at the beginning of the year

Cumulative Shareholdings during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
At the beginning of the year 5809072 56.44% 5809072 56.44%
Date wise increase/ Decrease in Promoters Share holding during the year NIL NIL NIL NIL
At the end of the year 5809072 56.44% 5809072 56.44%

Note: There is no change in the total shareholding of promoters between 01-04-2014 and31-03-2015.

iv) Shareholding pattern of top ten Shareholders (other than Directors promoters andHolders of GDRs and ADRs):

S No. For each of the Top 10 Shareholders

Shareholdings at the beginning of the year

Cumulative Shareholdings during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Life Insurance Corporation of India
At the beginning of the year 231958 2.25 231958 2.25
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 231958 2.25 231958 2.25
2 Sangeetha S
At the beginning of the year 161350 1.57 161350 1.57
Increase/ Decrease in Share holding during the year
30.05.2014 (Market Purchase) 19310 0.19 180660 1.76
06.06.2014 (Market Purchase) 5243 0.05 185903 1.81
13.06.2014 (Market Purchase) 4997 0.05 190900 1.86
20.06.2014 (Market Purchase) 3450 0.03 194350 1.89
30.06.2014 (Market Purchase) 1056 0.01 195406 1.90
11.07.2014 (Market Purchase) 594 0.01 196000 1.91
01.08.2014 (Market Purchase) 4484 0.04 200484 1.95
08.08.2014 (Market Purchase) 916 0.01 201400 1.96
29.08.2014 (Market Purchase) 6840 0.07 208240 2.03
21.11.2014 (Market Purchase) 170 0.00 208410 2.03
At the end of the year 208410 2.03 208410 2.03
3 Baghban Trades Pvt. Ltd.
At the beginning of the year 156668 1.52 156668 1.52
Increase/ Decrease in Share holding during the year 23.01.2015 (Market Sale) (29074) -0.28 127594 1.24
At the end of the year 127594 1.24 127594 1.24
4 National Insurance Company Ltd.
At the beginning of the year 108000 1.05 108000 1.05
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 108000 1.05 108000 1.05
5 Ashok Kumar Jain #
At the beginning of the year 105001 1.02 105001 1.02
Increase/ Decrease in Share holding during the year
30.05.2014 (Market Sale) (59710) -0.58 45291 0.44
30.06.2014 (Market Sale) (13500) -0.13 31791 0.31
04.07.2014 (Market Sale) (2580) -0.03 29211 0.28
11.07.2014 (Market Sale) (2700) -0.03 26511 0.26
05.12.2014 (Market Sale) (1980) -0.02 24531 0.24
At the end of the year 24531 0.24 24531 0.24
6 The Oriental Insurance Company Limited
At the beginning of the year 95450 0.93 95450 0.93
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 95450 0.93 95450 0.93
7 Motilal oswal Financial Services Ltd. #
At the beginning of the year 91500 0.89 91500 0.89
Increase/ Decrease in Share holding during the year
11.04.2014 (Market Sale) (90000) -0.88 1500 0.01
30.05.2014 (Market Sale) (1500) -0.01 - -
At the end of the year - - - -
8 Nisha Kakani #
At the beginning of the year 71311 0.69 71311 0.69
Increase/ Decrease in Share holding during the year
23.01.2015 (Market Sale) (7000) -0.07 64311 0.62
At the end of the year 64311 0.62 64311 0.62
9 Pranay lUehta
At the beginning of the year 67371 0.65 67371 0.65
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 67371 0.65 67371 0.65
10 Super Jupiter Courier private Ltd. #
At the beginning of the year 62000 0.60 62000 0.60
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 62000 0.60 62000 0.60
11 Shanthi General finance pvt. Ltd. *
At the beginning of the year 20500 0.20 20500 0.20
Increase/ Decrease in Share holding during the year
30.06.2014 (Market Purchase) 89855 0.87 110355 1.07
04.07.2014 (Market Purchase) 4204 0.04 114559 1.11
11.07.2014 (Market Purchase) 5441 0.05 120000 1.17
01.08.2014 (Market Purchase) 19531 0.19 139531 1.36
08.08.2014 (Market Purchase) 759 0.01 140290 1.36
At the end of the year 140290 1.36 140290 1.36
12 Sathya S *
At the beginning of the year - - - -
Increase/ Decrease in Share holding during the year
30.05.2014 (Market Purchase) 3000 0.03 3000 0.03
06.06.2014 (Market Purchase) 16900 0.16 19900 0.19
13.06.2014 (Market Purchase) 3980 0.04 23880 0.23
30.06.2014 (Market Purchase) 9000 0.09 32880 0.32
11.07.2014 (Market Purchase) 24280 0.24 57160 0.56
01.08.2014 (Market Purchase) 38209 0.37 95369 0.93
13.09.2014 (Market Purchase) 2801 0.03 98170 0.95
30.09.2014 (Market Purchase) 2520 0.02 100690 0.98
21.11.2014 (Market Purchase) 14179 0.14 114869 1.12
28.11.2014 (Market Purchase) 4531 0.04 119400 1.16
At the end of the year 119400 1.16 119400 1.16
13 Naveen Kumar Kakani *
At the beginning of the year - - - -
Increase/ Decrease in Share holding during the year
11.04.2014 (Market Purchase) 90000 0.87 90000 0.87
06.06.2014 (Market Sale) (8535) -0.08 81465 0.79
20.06.2014 (Market Sale) (1465) -0.01 80000 0.78
28.11.2014 (Market Sale) (5000) -0.05 75000 0.73
05.12.2014 (Market Sale) (16000) -0.16 59000 0.57
12.12.2014 (Market Sale) (2447) -0.02 56553 0.55
13.03.2014 (Market Purchase) 14377 0.14 70930 0.69
20.03.2015 (Market Purchase) 35299 0.34 106229 1.03
At the end of the year 106229 1.03 106229 1.03
14 Savitha S *
At the beginning of the year 40779 0.40 40779 0.40
Increase/ Decrease in Share holding during the year 06.06.2014 (Market Purchase) 221 0.00 41000 0.40
11.07.2014 (Market Purchase) 2000 0.02 43000 0.42
01.08.2014 (Market Purchase) 13525 0.13 56525 0.55
08.08.2014 (Market Purchase) 5200 0.05 61725 0.60
29.08.2014 (Market Purchase) 625 0.01 62350 0.61
13.09.2014 (Market Purchase) 10650 0.10 73000 0.71
30.09.2014 (Market Purchase) 190 0.00 73190 0.71
14.11.2014 (Market Purchase) 8550 0.08 81740 0.80
21.11.2014 (Market Purchase) 10650 0.10 92390 0.90
At the end of the year 92390 0.90 92390 0.90

* Not in the list of the Top 10 shareholders as on 01.04.2014. The same has beenreflected above since the shareholders were one of the Top 10 shareholders as on31.03.2015.

# Ceased to be in the list of Top 10 Shareholders as on 31.03.2015. The same isreflected above since the shareholders were one of the Top 10 Shareholders as on01.04.2014.

v) Shareholding of Directors and Key Managerial Personnel:

S No. For each of the Directors and KMp

Shareholdings at the beginning of the year

Cumulative Shareholdings during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Arun Churiwal-Director
At the beginning of the year 408579 3.97 408579 3.97
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 408579 3.97 408579 3.97
2 Nivedan Churiwal-Director
At the beginning of the year 148851 1.45 148851 1.45
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 148851 1.45 148851 1.45
3 Ravi Jhunjhunwala-Director
At the beginning of the year 84236 0.82 84236 0.82
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 84236 0.82 84236 0.82
4 Sushil Jhunjhunwala-Director
At the beginning of the year - - - -
Increase/ Decrease in Share holding during the year 20000 0.19 20000 0.19
At the end of the year 20000 0.19 20000 0.19
5 Praveen Jain- KMP
At the beginning of the year 5 0.00 5 0.00
Increase/ Decrease in Share holding during the year - - - -
At the end of the year 5 0.00 5 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accured but not due forpayment

(Rs. in Lacs)
Particulars Secured Loans excluding deposits Unsecured loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 7038.35 - - 7038.35
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i +ii +iii) 7038.35 - - 7038.35
Change in Indebtedness during the financial year
i) Addition 676.47 - - 676.47
ii) Reduction 1619.46 - - 1619.46
Net Change -942.99 - - -942.99
Indebtedness at the end of the financial year
i) Principal Amount 6095.36 - - 6095.36
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i +ii +iii) 6095.36 - - 6095.36

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to managing Director Whole-time Directors and/ or manager:

(Rs. in Lacs)
S No. Particulars of Remuneration

Name of MD/ WTD/ Manager

Total Amount
Arun Churiwal Chairman & Managing Director Nivedan Churiwal Jt. Managing Director
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income -tax Act 1961 42.61 34.36 76.97
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 3.57 2.88 6.45
(c) Profits in lieu of salary under section 17(3) of Income tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
* as % of profit 4.54 4.54 9.08
* others specify
5 others please specify - - -
Total (A) 50.72 41.78 92.50
Ceiling as per the Act

As per Schedule V of the Companies Act 2013

B. Remuneration to others directors:

(Rs. in Lacs)
S No. Particulars of Remuneration

Name of Directors

Total amount
1 Independent Directors Amar Nath Choudhary Sushil Jhunjhunwala G.P. Singhal Abhilasha Mimani
* Fee for attending Board Committee meetings 2.12 1.70 0.50 0.20 4.52
* Commission - - - -
* Others please specify - - - -
Total (1) 2.12 1.70 0.50 0.20 4.52
2 Other non- Executive Directors Ravi Jhunjhunwala Shekhar Agarwal - -
* Fee for attending Board Committee meetings 0.92 0.82 1.74
* Commission - -
* Others please specify - -
Total (2) 0.92 0.82 1.74
Total (B)= (1+2) 6.26
Total managerial remuneration (A+B) 98.76
Overall Ceiling as per the Act

In term of the provisions of the Companies Act 2013 the remuneration payable to directors other than executive directors shall not exceed 1% of the net profit of the Company. The remuneration paid to the directros is well within the said limit.

C. Remuneration to key Managerial Personnel other than MD/ Manager/ WTD

(Rs. in Lacs)
S No. Particulars of remuneration

Key managerial personnel

Total Amount
CEO Praveen Jain CFO & Company Secretary
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income - tax Act 1961 - 20.86 20.86
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - 2.29 2.29
(c) Profits in lieu of salary under section 17(3) of Income tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
* as % of profit - - -
* others specify - - -
5 Others please specify - -
Total - 23.15 23.15

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

S No. Type Section of the Companies Act 2013 Brief Description Details of penalty/ punishment/ compounding fee imposed Authority [ RD / NCLT / Court] Appeal made if any (give Details)
A Company
Penalty
Punishment
Compounding
B. Directors
Penalty Nil
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding

ANNEXURE - II TO DIRECTORS' REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to section 204(1) of the Companies Act 2013 and ruleNo.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

To

The Members

BSL Ltd.

Bhilwara.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BSL Ltd. (hereinafter called"the Company"). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing 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 March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by BSL Ltd. for the financial year ended on March 31 2015 according tothe provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

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;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(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;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India;

ii. The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

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.

Majority decision is carried through while the dissenting members' views; if any arecaptured and recorded as part of the minutes.

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 undertaken the followingevents/actions in pursuance of the above referred laws rules regulations guidelinesstandards etc. which in our opinion have a major bearing on the Company's affairs :

i. Members consent by way of Special Resolution to increase the borrowing powers of theCompany under section 180(1) (c) of the Act upto an amount not exceeding Rs. 250 Crores(Two hundred and Fifty Crores Only)in the Annual General Meeting held on 19.09.2014;

ii. Members consent by way of Special Resolution to authorize the Board of Directors ofthe Company to mortgage and/or charge all immovable and movable properties present andfuture of the Company under section 180(1)(a) of the Act upto an amount not exceeding Rs.250 Crores (Two hundred and Fifty Crores Only) in the Annual General Meeting held on19.09.2014;

iii. Members consent by way of Special Resolution to authorize the Board of Directorsof the Company to enter into related party transactions during the year 2014-15 and forthe subsequent years pursuant to section 188 of the Act.

for V.M. & associates
Company Secretaries
CS Manoj Maheshwari
Place : Jaipur FCS No.:3355
Date : 8th May 2015 C p No.: 1971

ANNEXURE - III TO DIRECTORS' REPORT

Conservation of Energy Technology Absorption and Foreign Exchange Earning and outgo:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is given here below and forms part of the Directors'Report.

A. Conservation of Energy

Energy conservation dictates how efficiently a Company can conduct its operations. BSLhas recognized the importance of energy conservation in decreasing the deleterious effectsof global warming and climate change. The Company has undertaken various energy efficientpractices. In line with Company commitment towards becoming an environment friendlyorganisation all divisions continue with their efforts aimed at improving energyefficiency through improved operational and maintenance practices.

The details of Conservation of Energy during the year are as under:

(i) The step taken or impact on conservation of energy:

• Total energy saved in Year 2014-15 due to energy conservation steps is 2.9LacsUnits.

(ii) The steps taken by the Company for utilizing alternate source of energy:

• One solar water heater of 50KL/Hr for hot water required for B/Room of Spinningfor mixing requirement was installed during the year.

• 2MW Wind power project for captive use was installed at Jaisalmer duringfinancial year 2013-14.

(iii) the Capital investment on energy conservation equipments:

• Total capital investment on energy conservation measures is Rs. 46.25 Lacs forthe Year 2014-15.

(Rs. In lac)
2014-15 2013-14
a) POWER & FUEL CONSUMPTION
1) Electricity
a) Purchased
Units (Lac) 392.48 389.39
Total Amount (Lac Rs.) 2020.32 1779.97
Rate/Unit 5.15 4.57
b) Own Generation
(i) Through Diesel Generator
Units(Lac) 0.53 1.20
Units per litre of Diesel oil 2.39 2.84
Cost/Unit 24.50 15.41
(ii) Through Wind Plant
Units (Lac) 30.29 28.17
Total Amount (Lac Rs.) 195.76 264.72
Cost/Unit 6.46 9.40
2) Coal
Quantity (MT) 6425 7315
Total Amount (Lac Rs.) 563.09 597.12
Average Rate (' /MT) 8763.99 8163.00
3) Furnace oil
Qty. in Kilo Litres - 55
Total amount (Lac Rs.) - 8.34
Average Rate (Rs. / Ltr.) - 15.12
4) other/Integral Generation - N.A.
B) CONSUMPTION PER UNIT OF PRODUCTION
A. Weaving:-
Electricity Unit per Mtr.
- Weaving 0.61 0.64
- Others 0.04 0.02
0.65 0.66

 

(Rs. In lac)
2014-15 2013-14
B. Spinning:-
Electricity Unit per Kg. 4.29 4.12
C. Processing:-
i) Electric Unit
- Per Mtr. Of Fabric 0.25 0.26
- Per Kg. of Top Fibre & Yarn Dyeing 0.60 0.62
ii) Coal
- Per Mtr. Of Fabric 0.24 0.27
- Per Kg. of Top Fibre & Yarn Dyeing 0.42 0.45

B. Technology absorption

BSL focuses on new products processes and catalyst development to support existingbusiness and create breakthrough technologies for new businesses.

(i) The efforts made by the Company towards technology absorption during the year underreview are:

• Replacement of 3028 lights by 2707 LED Tube light.

• Installation of 4 Stage RO plant and Multi Effert Evaporator in its ETP & ROsection.

(ii) The Company has obtained social compliance certificates as per MNC's standards forsupply of furnishing fabrics. These certificates covers all social and environmentalaspects.

(iii) The benefits derived like product improvement cost reduction productdevelopment or import substitution:

• Elegant range was developed using innovative fibers blends and finishes.

• A powerful range of Linen Silk with various innovative concepts.

• A wide range of polyester viscose fabrics and premium range of worsted suitingsincluding Cashmere Mohair Angora and Camelhair blends.

• Increase in production and capacity utilization.

• The processing Division of the Company has achieved ZLD (Zero Liquid Discharge)status as per pollution control norms.

(iv) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

(v) The expenditure incurred on Research and development

• The Company has incurred an expenditure of Rs. 247.28 Lacs towards Research andDevelopment.

Details of Expenditure incurred on Research and Development during the year is asfollows :

(Rs. In lac)
2014-15 2013-14
Capital 15.16 1.10
Recurring 232.12 212.63
Total Expenditure as % of total turnover 0.65 0.63

C. Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo during the year are as under :

2014-15 2013-14
Earning 18924.87 18105.11
Outgo :
(Revenue A/c) 3625.20 2164.59
(Capital A/c) 395.94 -
4021.14 2164.59

ANNEXURE - IV TO DIRECTORS' REPORT

Form No. AOC-2

(Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Disclosure of Particulars of contracts/ arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto.

I. Details of contracts or arrangements or transactions not at arm's length basis:

There were no Contracts or arrangements or transactions entered into during the yearended 31st March 2015 which were not at arm's length basis.

II. Details of contracts or arrangements or transactions at arm's length basis:

The details of material contracts or arrangement or transactions at arm's length basisfor the year ended 31st March 2015 are as follow:

Name of party Nature of Relationship Duration of Contract Nature of T ransactions Amount (Rs. in Lacs)
RSWM Ltd. Related party in terms of Section 2(76)(v) of Companies Act 2013 Yearly basis (i.e. for financial year 2014-15 from 1st April 2014 to 31st March 2015) Purchase of finished goods 2700.00
Purchase of Raw material 300.00
Sale of Raw material & Finished goods 300.00
Purchase of store items 10.00
Sale of store items 5.00
Rent payable 10.00
Reimbursement of revenue expenditure payable 36.00
Reimbursement to be received of revenue expenditure 36.00
Job charges payable 240.00
Job charges receivable 20.00
Commission on purchase of IEX Power payable 25.00
Raghav Commercial Ltd. Related party in terms of Section 2(76)(v) of Companies Act 2013 1.03.2014 to 28.02.2017 Rent Payable 5.00

• On 23rd April 2014 the Board of Directors of the Company approvedthe said transaction in its meeting.

• On 19th September 2014 Special resolution was passed in AnnualGeneral Meeting of the Company as required as per Section 188 of the Companies Act 2013.

For and on behalf of the Board
Place : Gulabpura Dist. Bhilwara (ARUN CHURIWAL)
Date : 8th May 2015 CHAIRMAN & MANAGING DIRECTOR
Din:00001718

ANNEXURE - V TO DIRECTORS' REPORT

NOMINATION AND REMUNERATION POLICY

I. PREAMBLE

Pursuant to Section 178 of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board of Directors of every listed Company shall constitute the Nominationand Remuneration Committee. The Company already constituted Remuneration Committeecomprising of three non-executive Directors out of which two are Independent Director asrequired under Listing Agreement. In order to align with the provisions of the CompaniesAct 2013 and the amended Listing Agreement from time to time the Board on 23 April 2014renamed the "Remuneration Committee" as "Nomination and RemunerationCommittee".

This Committee and the Policy is formulated in compliance with Section 178 of theCompanies Act 2013 read along with the applicable rules thereto and Clause 49 of theListing Agreement.

II. OBJECTIVE

The Key Objectives of the Committee would be:

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

III. DEFINITIONS

"Independent Director" means a director referred to in Section 149 (6) of theCompanies Act 2013.

"Key Managerial Personnel" (KMP) means

(i) Chief Executive Officer or the Managing Director or the Manager

(ii) Company Secretary

(iii) Whole-time Director

(iv) Chief Financial Officer and

(v) Such other officer as may be prescribed.

"Nomination and Remuneration Committee" shall mean a Committee of Board ofDirectors of the Company constituted in accordance with the provisions of Section 178 ofthe Companies Act 2013 and the Listing Agreement.

"Policy or This Policy" means "Nomination and RemunerationPolicy."

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

"Senior Management" mean personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the executive directors including all the functional heads.

IV. INTERPRETATION

Terms that have not been defined in this Policy shall have the same meaning assigned tothem in the Companies Act 2013 Listing Agreement and/or any other SEBI Regulation(s) asamended from time to time.

V. GUIDING PRINCIPLES

The Policy ensures that

- The level and composition of remuneration is reasonable and sufficient to attractretain and motivate employees of the quality required to run the Company successfully

- Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

- Remuneration to Directors Key Managerial Personnel and Senior Management involves apay reflecting short and long term performance objectives appropriate to the working ofthe Company and its goals.

VI. ROLE OF THE COMMITTEE

The role of the Committee inter alia will be the following:

a) To formulate a criteria for determining qualifications positive attributes andindependence of a Director.

b) Formulate criteria for evaluation of Independent Directors and the Board.

c) Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy.

d) To carry out evaluation of every Director's performance.

e) To recommend to the Board the appointment and removal of Directors and SeniorManagement.

f) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

g) Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.

h) To devise a policy on Board diversity.

i) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.

j) To perform such other functions as may be necessary or appropriate for theperformance of its duties.

VII. MEMBERSHIP

a) The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half shall be Independent.

b) The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 and applicable statutory requirement.

c) Minimum two (2) members shall constitute a quorum for the Committee meeting.

d) Membership of the Committee shall be disclosed in the Annual Report.

e) Term of the Committee shall be continued unless terminated by the Board ofDirectors.

VIII. CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shallnot Chair the Committee.

c) In the absence of the Chairman the members of the Committee present at the meetingshall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the AnnualGeneral Meeting or may nominate some other member to answer the shareholders' queries.

IX. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may berequired.

X. COMMITTEE MEMBERS' INTERESTS

a) A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

XI. VOTING

a) Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes the Chairman of the meeting will have a castingvote.

XII. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

xiii. APPOINTMENT OF DIRECTORS KMP AND SENIOR MANAGEMENT

• Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

XIV. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIORMANAGEMENT:

Remuneration of Directors Key managerial personnel and Senior Management:

The salary of Directors KMP and other senior official's shall be based and determinedon the individual person's responsibilities and performance and accordance with the limitsas prescribed statutorily if any.

1. Fixed pay:

Managerial Person KMP and senior management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies act 2013 and the rules madethere under for the time being in force. The salary paid must be competitive andreflective of the individual's role responsibility and experienced in relation toperformance of day to day activities usually reviewed on an annual basis.

2. Minimum Remuneration:

If in any financial year the Company has no profit or its profits are inadequate theCompany shall pay remuneration to its managerial Person in accordance with the provisionsof Schedule V of the Companies Act 2013 and if is not able to comply with such provisionwith the prior approval of the Central Government.

3. Provision for excess remuneration:

If any managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he/she shallrefund such sums to the Company and until such sum is refunded hold it in trust for theCompany. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.

4. Increment:

Increment to the existing remuneration/ compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin the case of Managerial Person.

Remuneration to Non-Executive/ Independent Director:

1. Remuneration/ Commission:

The Remuneration/ commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made there under for the time being in force.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall be exceed the maximum amount as provided in the Companies Act 2013 per meeting ofthe Board or Committee or such amount as may be prescribed by the Central Government fromtime to time.

3. Limit of Remuneration/ Commission:

Remuneration / Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act 2013.

Other Provisions:

• Section 197(1) of the Companies Act 2013 provides for the total managerialremuneration payable by the Company to its directors including Managing Director andWhole Time Director and its manager in respect of any financial year shall not exceedeleven percent of the net profits of the Company computed in the manner laid down insection 198 in the manner as prescribed under the Act.

• The Company with the approval of the Shareholders and Central Government mayauthorise the payment of remuneration exceeding eleven percent of the net profits of theCompany subject to the provisions of Schedule V.

• The Company may with the approval of the Shareholders authorise the payment ofremuneration upto five percent of the net profits of the Company to its anyone managingDirector/ Whole Time Director/ manager and ten percent in case of more than one suchofficial.

• The Company may pay remuneration to its Directors other than Managing Directorand Whole Time Directors upto one percent of the net profits of the Company if there is aManaging Director or Whole Time Director or Manager and three percent of the net profitsin any other case.

• The net profits for the purpose of the above remuneration shall be computed inmanner referred to in Section 198 of the Companies Act 2013.

• The Independent Directors shall not be entitled to any stock option.

xv. EVALUATION/ ASSESSMENT OF DIRECTORS/ KMPS/ SENIOR OFFICIALS OF THE COMPANY:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular interval (yearly). The broad evaluation criteria shall be asunder:

The evaluation/assessment of the Directors KMPs and the senior officials of theCompany is to be conducted on an annual basis and to fulfil the requirements of theListing Agreement.

The following criteria may assist in determining how effective the performances of theDirectors/KMPs/Senior officials have been:

• Leadership & stewardship abilities

• contributing to clearly define corporate objectives & plans

• Communication of expectations & concerns clearly with subordinates

• obtain adequate relevant & timely information from external sources.

• review & approval of strategic and operational plans objectives budgets

• regular monitoring of corporate results against projections

• identify monitor & mitigate significant corporate risks

• assess policies structures & procedures

• direct monitor & evaluate KMPs senior officials

• review management's succession plan

• effective meetings

• assuring appropriate board size composition independence structure

• clearly defining roles & monitoring activities of committees

• review of ethical conduct

Evaluation on the aforesaid parameters will be conducted by the Independent Directorsfor each of the Executive/Non- Independent Directors in a separate meeting of theIndependent Directors.

The Executive Director/Non-Independent Directors along with the Independent Directorswill evaluate/assess each of the Independent Directors on the aforesaid parameters. Onlythe Independent Director being evaluated will not participate in the said evaluationdiscussion.

XVI. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be signed by the Chairman of the said meeting or theChairman of the next succeeding meeting. Minutes of the Committee meeting will be tabledat the subsequent Board and Committee meeting.

XVII. DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

ANNEXURE - VI TO DIRECTORS' REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

i. The percentage increase in remuneration of each Director CFO & CompanySecretary during the financial year 2014-15 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2014-15 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

S No. Name of Director/ KMP and Designation Remuneration of Director/ KMP for financial year 2014-15 (Rs. in Lacs) % increase in Remuneration in the Financial Year 2014-15 Ratio of remuneration of each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
1. Shri Arun Churiwal Chairman & Managing Director 50.72 Lacs 18.78% 19.15 Profit before tax increased by 45.81% and profit after tax increased by 113.81% in financial year 2014-15.
2. Shri Nivedan Churiwal Jt. Managing Director 41.78 Lacs 35.43% 15.77
3. Shri Praveen Jain CFO & Company Secretary 23.15 Lacs 19.15% Not Applicable

• The Company pays remuneration only to Executive Directors. The Company does notpay any remuneration to its Non-Executive Directors. The Non-Executive Directors of theCompany only received sitting fees for attending the meetings of the Board and Committeesthereof.

ii. The median remuneration of the employees of the Company during the financial yearwas Rs. 0.22 Lacs per month.

iii. In financial year there was an increase of 9.34% in the median remuneration ofemployees.

iv. There were 462 permanent employees on the rolls of Company as on 31stMarch 2015.

v. Relationship between average increase in remuneration and the Company performance:The turnover for the financial year ended 31st March 2015 increased by 12.33%and profit after tax for the financial year ended 31st March 2015 increased by113.81% whereas the increase in median remuneration was 9.34%. The average increase inmedian remuneration was in line with the performance of the Company.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company: The total remuneration of the Key Managerial Personnelincreased by 29.14% from Rs. 50.28 Lacs in 2013-14 to Rs. 64.93 Lacs in 2014-15 whereasthe profit after tax increased by for the financial year ended 31st March 2015increased by 113.81% to Rs. 719.33 Lacs in 2014-15 (Rs. 336.44 Lacs in 2013-14).

vii. i) Variations in the market capitalization of the Company: The marketcapitalization as on 31st March 2015 was Rs. 3087.65 Lacs (Rs. 1749.67 Lacs ason 31st March 2014) (BSE).

ii) Price Earnings Ratio of the Company was 4.29 as at 31st March 2015 andwas 5.20 as at 31st March 2014.

iii) The closing price of the Company's equity shares on the NSE and BSE as of 31stMarch 2015 was Rs. 30.05/- and Rs. 30/- respectively representing 72.73% decrease overthe IPO price (i.e. Rs. 110/- in year 1995).

viii. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e.2014-15 was 10.45% whereas theincrease in the managerial remuneration for the same financial year was 29.14%.

ix. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations ofNomination and Remuneration Committee as per the Nomination and Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

x. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: During the year 2014-15 Shri R. N. Gupta Adviser of the Companyreceived 1.27 time higher and Shri J. C. Soni Business head of the Company received 1.26time higher remuneration then the remuneration of Shri Arun Churiwal highest paidDirector of the Company.

xi. It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy for Directors Key Managerial Personnel and other Employees.

ANNEXURE - VII TO DIRECTORS' REPORT

Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial personnel) Rules 2014:

Details of the employees of the Company as required pursuant to 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as follow:

S No. Name of employee Designation Remuneration per annum Nature of employment Qualifications experience Date of Commencement of employment Age Detail of last employment held before joining the Company
1 Shri R. N. Gupta Advisor 64.33 Lacs Full time Employment DT Tech 42 years 1st October 2009 76 Years Managing Director Bhilwara Spinners Limited Bhilwara Rajasthan
2 Shri J. C. Soni Business Head 64.08 Lacs Full time Employment Chartered Accountant 35 years 30th April 2010 62 Years President Jay Shree Textiles (A Unit of Aditya Birla Nuvo Ltd.) Rishra Kolkata West Bengal

• Shri R. N. Gupta and Shri J. C. Soni have not held any Shares of the Companywithin the meaning of clause (iii) of sub-rule (2) of Rule 5 of The Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.

• Shri R. N. Gupta and Shri J. C. Soni are not relative of any Director or Managerof the Company.

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