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Budge Budge Company Ltd.

BSE: 538789 Sector: Industrials
NSE: N.A. ISIN Code: INE948C01026
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Budge Budge Company Ltd. (BUDGEBUDGECO) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Forty-Fourth Annual Report together withthe Audited Annual Accounts of your Company for the year ended March 31 2017.

FINANCIAL RESULTS

Particulars FY 2016-17 FY 2015-16
Amount Amount
i. Turnover 21971.35 20960.36
ii. Other Income 224.11 179.43
iii. Total Revenue 22195.46 21139.79
iv. Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 714.84 601.85
v. Finance Cost 316.33 257.46
vi. Depreciation 167.14 156.87
vii. Profit before Taxation (PBT) 231.37 187.52
viii. Tax including Deferred Tax (30.54) 19.63
ix. Profit after Taxation (PAT) 261.91 167.89
x. Profit brought forward from previous year 460.31 549.00
xi. Surplus/(Deficit) in the Statement of Profit & Loss 261.91 167.89
xii. Transfer to General Reserve 300 250
xiii. Other Adjustments - IncomeTax for earlier years (6.57)
xiv. Balance Carried to Balance Sheet 422.22 460.32

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

The Company is engaged in the business of manufacturing of jute products. Productionduring the year was 26401 M/T compared to 26245 M/T in the previous year which is higherby 0.59% than last year. Production would have been higher but due to shortage of RawMaterial the factory could not utilize its full capacity leading to minor increase in theoutput. The Company has rented out its warehouses for generation of regular Rental incomeand in the current year the Company has earned a sum of Rs. 173.64 lakhs as rent.Accordingly the Company during the year has earned a net profit of Rs. 261.91 lakhscompared to net profit of Rs. 167.89 lakhs in the previous year.

There is no change in the business of the Company during the financial year 2016-17.

PERFORMANCE & FINANCIAL POSITION OF SUBSDIARY / ASSOCIATES :

(A) SUBSIDIARY (Vasavi Infrastructure Projects Limited)

The company has reported total income of Rs. 11.72 lakhs during the year as compared toRs. 80.18 lakhs in the previous year. Net Profit of the company is Rs.1.33lakhs ascompared to Rs. 4.88 lakhs in the previous year. The Company is in the Real estatebusiness and two projects at Nabadip are under progress.

(B) ASSOCIATES (South West Fintrade Udyog Limited)

South West Fintrade Udyog Limited (Previously A. M. Udyog Ltd.) has reported totalrevenue of Rs. 1.50 Lakhs and has earned a net profit of Rs. 7.51 lakhs during the yearunder review.

Rash Behari Construction Private Limited has ceased to be an associate Company w.e.f.12th August 2016.

The Revenue and the profit earned by the Subsidiary Companies are deemed to be thecontribution made to the Company. However Associate Companies have not directlycontributed since they have not passed on any profit to the Company earned by them.

DIVIDEND

In order to conserve resources of the Company and to meet working capital requirementsyour Board did not recommend any dividend on equity shares of the Company for thefinancial year ended 31st March 2017.

DEPOSITS

The Company has not accepted any deposit during the year under review.

TRANSFER TO RESERVE

The Company has transferred an amount of Rs. 300.00 lakhs to General Reserve out of theprofit for the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that :

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 are given in the Annexure- ‘A' as attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and taken necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of applicable Regulations of Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as issued bySecurities and Exchange Board of India and as amended from time to time. Your Company hasgiven its deliberations to provide all the information in the Directors Report and theCorporate Governance Report as per the requirements of Companies Act 2013 and the ListingAgreement entered by the Company with the Stock Exchanges as a matter of prudence andgood governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh KumarTibrewalla Practicing Company Secretary regarding compliance of conditions of CorporateGovernance and certification by CEO & CFO are given in Annexure - ‘B'‘C' & ‘D'.

CODE OF CONDUCT

The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company's website: www.gayatrigroup.co andthe declaration to this effect is given in Annexure - ‘E'.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website : www.gayatrigroup.co. Further in accordance withthe provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015the Board of Directors of the Company have adopted the code of practices and proceduresfor fair disclosure of Unpublished Price Sensitive Information and formulated the code ofconduct of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given in the Annexure - ‘F' tothis report.

PERSONNEL

The ratio of the remuneration of each Executive Director and Key Managerial Personnel(KMP) to the median employee's remuneration's as per Section 197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 has been set out as Annexure - ‘G' to this Reportattached hereto.

COMPANY'S WEBSITE

The website of your Company www.gayatrigroup.co has been designed to present theCompany's businesses up-fronton the home page. The site carries a comprehensive databaseof information including the Financial Results of your Company Shareholding patternDirector's &Corporate Profile details of Board Committees Corporate Policies andbusiness activities of your Company. All the mandatory information and disclosures as perthe requirements of the Companies Act 2013 and Companies Rules 2014 and as per the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Director - Retirement by Rotation :

Mrs. Madhushree Poddar (DIN 01301449) Non-Executive Director of the Company pursuantto the provisions of Section 152(6) and other applicable provisions of the Companies Act2013 retires by rotation at the ensuing Annual General Meeting and being eligible offeredherself for re-appointment.

ii) Appointment/ Re-appointment of Directors/ Executive Directors :

During the year under review there was no change in the composition of the Board ofDirectors.

The present term of appointment of Mr. Ashok Kumar Poddar (DIN 00282924) as anExecutive Chairman would expire on 31st March 2018. The Board of Directors at its meetingheld on 19th August 2017 has re-appointed Mr. Ashok Kumar Poddar as an ExecutiveChairman pursuant to the provisions of sections 196 197 198 read with Schedule V and/orany other applicable provisions of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 subject to the approval of membersby a special resolution in the ensuing Annual General Meeting of the Company for afurther period of 3 (Three) years commencing from 1st April 2018 on such terms andconditions as recommended by the Nomination and Remuneration Committee.

iii) Whole time - Key Managerial Personnel (KMP) :

There is no change in the Key Managerial Personnel during the year. The presentWhole-time Key Managerial Personnel of the Company are as follows :-

i. Mr. Manish Poddar - Managing Director

ii. Mr. Danveer Singhi - Company Secretary & Compliance Officer

iii. Mr. Praveen Kumar Ghorawat - Chief Financial Officer

None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013 and rules made thereunder. The Directors have also made necessarydisclosures to the extent as required under provisions of section 184(1) as applicable. Inaccordance with Section 149(7) of the Act each Independent Director has given a writtendeclaration to the Company confirming that he/she meets the criteria of independence asmentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee as constituted under section 135 of the Companies Act 2013 is inplace and is functional under the Chairmanship of Mr. Sushil Kumar Chhawchharia. The othermembers of the Committee are Mr. Bijay Krishna Datta and Mrs. Madhushree Poddar. Thedetails of the Committee is mentioned in the Corporate Governance Report attached asAnnexure to this Board's Report and the CSR activities are mentioned in the 'Annual Reporton CSR Activities' enclosed as Annexure - ‘H' to this Report.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor :

The present Statutory Auditors of the Company M/s Jain & Co. CharteredAccountants holds office upto the conclusion of the Annual General Meeting (AGM) to beheld for the financial year 2016-17.

As per the provisions of Section 139 of the Companies Act 2013 and rules madethereunder it is mandatory for the Company to rotate the current Statutory Auditors oncompletion of maximum term as permitted under the Act and rules made thereto. Accordinglybased on the recommendation of Audit Committee the Board of Directors has appointed M/s.V. Singhi & Associates Chartered Accountants (Registration No. 311017E) as StatutoryAuditors of the Company to hold office of the Statutory Auditors from the conclusion ofthe Annual General Meeting of the Company to be held for the financial year 2016-17 tillthe Sixth Annual General Meeting of the Company subject to the approval of theShareholders in the Annual General Meeting and ratification in each of the subsequentAGMs. Requisite letter pursuant to Section 139 and 141 of the Companies Act 2013 fromM/s. V. Singhi & Associates Chartered Accountants (Firm Registration No. 311017E)about their consent and eligibility for appointment as the Statutory Auditors of theCompany has been received by the Company.

The Notes to Accounts as referred in the Auditors Report are self-explanatory andhence does not call for any further explanation.

(ii) Cost Auditor :

Pursuant to section 148 of the Companies Act 2013 the Board of Directors onrecommendation of the Audit Committee had re-appointed M/s B. Saha & Associates(Registration No. 100104) Cost Accountants as the Cost Auditors of the Company for thefinancial year 2017-18. The Company has received consent and confirmation of eligibilityfor their re-appointment as the Cost Auditors of the Company for the year 2017-18.

(iii) Secretarial Auditor :

The Board has re-appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretaryas the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2016-17 under the provisions of Section 204 of the Companies Act 2013. The report of theSecretarial Auditor in MR 3 is enclosed as Annexure - 'I' to this Board's Report which isself-explanatory and hence do not call for any further explanation.

DISCLOSURES AS PER APPLICABLE ACT SEBI (LODR) REGULATIONS 2015

i) Related Party Transactions :

All transaction entered with related parties during the f. y. 2016-17 were on arm'slength basis and were in the ordinary course of business and provisions of Section 188(1)are not attracted. There have been no materially significant related party transactionswith the Company's Promoters

Directors and others as defined in section 2(76) of the Companies Act 2013 andRegulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 which may have potential conflict of interest with the Company at large.

The necessary disclosures regarding the transactions as required in Form AOC 2 aregiven in the notes to accounts. The Company has also formulated a policy on dealing withthe Related Party Transactions and necessary approval of the Audit Committee and Board ofDirectors were taken wherever required in accordance with the Policy. The Company has notentered into any specific contract with related parties.

Since the Company has extended loans and advances in the nature of loan to itsSubsidiary Associates firms/ Companies in which Directors are interested disclosure asper Para A of Schedule V is provided in Notes to the Accounts under 'Related PartyDisclosures'.

ii) Number of Board Meetings :

The Board of Directors met 4 (four) times in the year 2016-17 and the maximum intervalbetween two meetings did not exceed 120 days. The details of the Board meeting andattendance of the Directors are provided in the Corporate Governance Report attached asAnnexure to this Board's Report.

iii) Committees of the Board :

As on March 31 2017 the Board had five Committees : the audit committee thenomination and remuneration committee the stakeholder's relationship committee the sharetransfer committee the corporate social responsibility committee. A detail note on theCommittee is provided in the Corporate Governance Report section of this Annual Report.

iv) Composition of Audit Committee :

The Audit Committee comprises of three Non-Executive Independent Directors as on March31 2017 :-

• Sushil Kumar Chhawchharia

• Deveshwer Kumar Kapila

• Bijay Krishna Datta

The Audit Committee was re-constituted w.e.f. 11th November 2016 by the Board ofDirectors in its meeting held on 12th August 2016 and Mr. Bijay Krishna Datta wasappointed as the Chairman of the Audit Committee. The complete details of the Committeeare given in the Corporate Governance Report attached as Annexure to this Board's Report.

v) Extracts of Annual Return :

The details forming part of the extract of the Annual Return in MGT-9 asprovided under section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 is enclosed as Annexure - ‘J'.

vi) Risk Analysis :

The Board has developed and implemented a risk management policy identifying thereinthe elements of risk that may threaten the existence of the Company. The Company has amechanism that helps the Board to keep an overall watch on the business risks and informsthe Board members about the evaluation and estimation of the levels of risks involved ina situation their comparison against benchmarks or standards and determination of anacceptable level of risk and mitigation plans and periodical reviews are undertaken toensure that the critical risks are controlled by the executive management.

vii) Internal Financial Control :

The Company has in place adequate internal financial control to ensure the orderly andefficient conduct of its business including adherence to the Company's policysafeguarding of its assets the prevention and detection of fraud error reportingmechanism the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

The Company has in place adequate internal financial control as required under section134(5)(e) of the Act and the same was evaluated by the Audit Committee. During the yearsuch controls were tested with reference to financial statements and no reportablematerial weakness in the formulation or operations were observed. The Statutory Auditorsof the Company conducted audit on the Company's internal financial control over financialreporting and the report of the same is annexed with Auditor's Report.

viii) Loans Guarantees and Investments :

During the year under review your Company has not made any investment and the existinginvestment is within the overall limit of the amount and within the powers of the Board asapplicable to the Company in terms of section 179 and 186 of the Companies Act 2013. Theparticulars of all such loans guarantees and investments are entered in the registermaintained by the Company for the purpose.

viii) Post Balance Sheet events :

There is no material changes in commitments affecting the financial position of theCompany occurred since the end of the financial year 2016-17.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts)Rules 2014. Thus Ind AS is applicable to your Company w.e.f. 1st April 2017.

x) Subsidiaries Associates or Joint Ventures :

At the beginning of the financial year the Company had one subsidiary i.e. M/s. VasaviInfrastructure Projects Limited and two associate companies M/s. South West Fintrade UdyogLimited and M/s. Rash Behari Construction Private Limited. M/s. Rash Behari ConstructionPrivate Limited ceased to be an associate Company during the year ended 31st March 2017and there is no Company which has become or ceased to be the Company's subsidiary jointventure or associate Company during the year under review. As on 31st March 2017 Companyhas only one subsidiary and one associate Company.

Vasavi Infrastructure Projects Limited is an unlisted entity emerging in constructionbusiness and South West Fintrade Udyog Limited is engaged in construction business.

Further a statement containing the salient features of the financial statement of oursubsidiary and associate Company in the prescribed format AOC-1 is appended as Annexure- ‘K'.

The consolidated financial statement in this Annual Report is as per the AccountingStandards as laid down by the Institute of Chartered Accountants of India. In accordancewith Section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information will be available on ourwebsite. These documents will also be available for inspection during business hours atthe Registered office of the Company. The Company will also make available copy onspecific request by any member of the Company interested in obtaining the same.

In accordance to regulation 33 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company opts to submitconsolidated financial results only on Annual basis and the same has been intimated to therespective Stock exchanges.

xi) Evaluation of the Board's Performance :

The Board has in place a formal mechanism for evaluating its performance and as well asthat of its Committees and individual Directors including the Chairman of the Board incompliance with the Companies Act 2013 and applicable Regulations of Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.The evaluation was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board as a whole and the Chairman whowere evaluated on parameters such as their participation contribution at the meetings andotherwise independent judgments safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors in their separate meeting. The Directors were satisfied with the evaluationresults which reflected the overall engagement of the Board and its Committees with theCompany.

xii) Nomination Remuneration and Evaluation Policy :

The policy in compliance with the provisions of the Companies Act 2013 read with theRules made therein and applicable Regulations of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and Listing Agreemententered with the Stock Exchanges(as amended from time to time) is formulated to provide aframework and set standards in relation to the followings and details on the same aregiven in the Corporate Governance Report attached as Annexure to this Board's Report :

a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)Senior Management Executives of the Company.

b. Remuneration payable to the Directors KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes and independence of aDirector.

There has been no change in the policy since last fiscal. The remuneration/ sittingfees paid to the Directors is as per the terms laid out in the Nomination and RemunerationPolicy of the Company.

xiii) Vigil Mechanism (Whistle Blower Policy) :

The Company has adopted a whistleblower mechanism for Directors employees and otherperson to report concerns about unethical behavior actual or suspected fraud or violationof the Company's code of conduct and ethics. The Audit committee oversees the vigilmechanism and the persons who avail the mechanism are encouraged to escalate to the levelof the Audit Committee for any issue of concerns impacting and compromising with theinterest of the Company and its stakeholders in any way. This policy also allows thedirect access to the Chairperson of the Audit Committee

The Company is committed to adhere to highest possible standards of ethical moral andlegal business conduct and to open communication and to provide necessary safeguards forprotection of Directors and employees from reprisals or victimization for whistle blowingin good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www.gayatrigroup.co and also set out in the Corporate Governance Report attachedas Annexure to this Board's Report.

INDUSTRIAL RELATIONS

The industrial relation during the year 2016-17 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulators / courts /tribunals impacting going concern status and Company's operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support cooperation andtheir valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

For and on behalf of the Board of Directors
For Budge Budge Company Limited
Ashok Kumar Poddar Manish Poddar
Place : Kolkata Chairman Managing Director
Date : 24th August 2017 DIN : 00282924 DIN : 00283036