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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 second Annual Report together withthe Audited Annual Accounts of your Company for the year ended March 31 2015.

FINANCIAL RESULTS

(Rs./Lakhs)
Particulars FY 2014-15 FY 2013-14
Amount Amount
i. Turnover 14779.16 16297.47
ii. Other Income 261.30 163.15
iii. Total Revenue 15040.46 16460.62
iv. Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 403.57 775.45
v. Finance Cost 307.33 218.02
vi. Depreciation 144.47 186.33
vii. Profit before Taxation (PBT) (48.23) 371.11
viii. Tax including Deferred Tax 17.24 108.28
ix. Profit after Taxation (PAT) (65.47) 262.82
x. Profit brought forward from previous year 614.47 751.65
xi. Surplus in the Statement of Profit & Loss Account (65.47) 262.82
xii. Transfer to General Reserve - 400.00
xiii. Balance Carried to Balance Sheet 549.00 614.47

OPERATIONS :

Production during the year was 23449 M/T compared to 29496 M/T in the previous yearwhich is much lower than last year. The Company was compelled to cut down the productionduring the current year due to poor demand of its products in the market. Supply ordersfrom Govt. Agencies were very poor due to which the prices of finished goods remainedunremunerative. Further the production was also affected due to heavy absenteeism by theworkers in usual course of production. The company had built warehouses last year togenerate regular Rental income and in the current year company earned Rs.158.11 lakh asrent. Accordingly the Company during the year has incurred a net loss of Rs. 65.47 lakhcompared to net profit of Rs. 262.82 lakh in the previous year.

PERFORMANCE & FINANCIAL POSITION OF SUBSDIARY :

VASAVI INFRASTRUCTURE PROJECTS LTD.

The company has reported total income of Rs. 35.84 lakh during the year as compared toRs. 18.17 lakh in the previous year. Net Profit of the company is Rs. 6.49 lakh ascompared to Rs. 2.01 lakh in the previous year. The company is in the Real estate businessand two projects at Nabadip are under progress.

LISTING OF EQUITY SHARES :

Your Directors take immense pleasure to announce that your Company got listed fortrading in its equity shares with effect from 19th November 2014 with the Bombay StockExchange Limited (BSE).

DIVIDEND :

In view of the losses incurred during the financial year under review the Board ofDirectors of the Company is unable to recommend any dividend for the financial year ended31st March 2015.

DEPOSITS :

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

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 and loss 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; and

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.

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 Rule8(3) of Companies (Accounts) Rules 2014 are given in theAnnexure – ‘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 whilecontinuing to comply with the mandatory provisions of Corporate Governance. Your Companyhas complied with the requirements of revised Clause 49 of the Listing Agreement as issuedby Securities and Exchange Board of India and as amended from time to time. Your Companyhas given its deliberations to provide all the information in the Directors

Report and the Corporate Governance Report as per the requirements of Companies Act2013 and the Listing Agreement entered by the Company with the Stock Exchanges as amatter of prudence and good 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’.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT :

A report on Management Discussion &Analysis is given in the Annexure –‘E’ to this report.

PERSONNEL :

The particulars and information of the employees as required under Section 197(12)ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out as Annexure – ‘F’ tothis Report attached hereto.

COMPANY’S WEBSITE :

The website of your Company www.gayatrigroup.co has been designed to present theCompany’s businesses up-front on the home page. The site carries a comprehensivedatabase of information including the Financial Results of your Company Shareholdingpattern Director’s & Corporate profile details of Board Committees CorporatePolicies and business activities of your Company. All the mandatory information anddisclosures as per the requirements of the Companies Act 2013 and Companies Rules 2014and as per the Listing agreement has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

i) Retirement by Rotation :

Mrs. Madhushree Poddar (DIN 01301449) Director of the Company pursuant to theprovisions of Section 152(6) and other applicable provisions of the Companies Act 2013retires by rotation at the ensuing Annual General Meeting and being eligible offeredherself for re-appointment.

ii) Re-appointment of Executive Chairman and Mg. Director :

a) Mr. Ashok Kumar Poddar (DIN 00282924) was re-appointed as an Executive Chairman ofthe Company with effect from 1stApril 2015 for a period of 3(three) years by the Board ofDirectors of the Company in its meeting held on 30th March 2015 on such terms andconditions as recommended by the Nomination & Remuneration Committee pursuant to theprovisions of sections 196 197198 read with Schedule V and/or any other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 subject to shareholders’ approval by means of aspecial resolution in the ensuing Annual General meeting of the Company. His reappointmentas an Executive Chairman has been proposed accordingly.

b) The present term of appointment of Mr. Manish Poddar (DIN 00283036) as ManagingDirector would expire on 31st March 2016. The Board of Directors at its meeting held on8th August 2015 has re-appointed Mr. Manish Poddar as Managing Director pursuant to theprovisions of sections 196 197 198 203 read with Schedule V and/or any other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 subject to the approval of members by a specialresolution in the ensuing Annual General Meeting of the Company for a further period of 3(Three) years commencing from 1st April 2016 on such terms and conditions as recommendedby the Nomination and Remuneration Committee.

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

Pursuant to the provisions of Section 203 and other applicable provisions of theCompanies Act 2013the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules 2014 the Board has appointedthe following personnel as the designated Whole time Key Managerial Personnel of theCompany within the meaning of the said section :

a) Mr. Manish Poddar – Managing Director.

b) Mr. Danveer Singhi – Company Secretary & Compliance Officer.

c) Mr. Praveen Kumar Ghorawat – Chief Financial Officer.

There is no change in the Key Managerial Personnel during the year. However Mr. ManishPoddar Managing Director has been proposed to be continued as KMP for a further period of3 (three) years w.e.f. 1st April 2016.

None of the Directors of the Company as mentioned in item nos. (i) (ii) &(iii) aredisqualified as per section 164(2) of the Companies Act 2013. The Directors have alsomade necessary disclosures to the extent as required under provisions of section 184(1)& 149(6) of the Companies Act 2013 as applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

Your Company is not falling under the purview of section 135 of the Companies Act 2013and the relevant Rules made thereunder is not applicable for the time being . Thus theBoard is not required to constitute the CSR Committee and nor has to comply with any ofthe provisions thereof.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor :

The Statutory Auditor M/s Jain & Co. Chartered Accountants holds office upto theconclusion of the Annual General Meeting (AGM) to be held for the financial year 2016-17subject to ratification by the shareholders in every AGM. Accordingly the Board onrecommendation of Audit committee has proposed for ratification of their appointment inthe office of Statutory Auditors of the Company for the financial year 2015-16.

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 2015-16. The Company has received consent and confirmation of eligibilityfor their re-appointment as the Cost Auditors of the Company for the year 2015-16.

(iii) Secretarial Auditor :

The Board has appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2014-15 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor in MR 3 is enclosed as Annexure - ‘G’ to this Board’sReport which is self-explanatory and hence do not call for any further explanation.

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.coand the declaration to this effect is given in Annexure - ‘H’

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING :

In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 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 accordancewith the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015 the Boardof Directors of the Company at their meeting held on 23rd May 2015 have approved andadopted the code of practices and procedure for fair disclosure of Unpublished PriceSensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT :

i) Related Party Transactions :

All transaction entered with related parties during the f.y. 2014-15 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 theCompanies Act 2013 and the listing agreement which may have potential conflict ofinterest with the Company at large. Accordingly disclosure in Form AOC 2 is not required.

The necessary disclosures regarding the transactions are given in the notes toaccounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the audit committee and Board of Directors weretaken wherever required in accordance with the Policy.

ii) Number of Board Meetings :

The Board of Directors met 4 (four) times in the year 2014-15 and 2(two) Board Meetingswere held by circulation. The Details of the Board meeting and attendance of the Directorsare provided in the Corporate Governance Report attached as Annexure to this Board’sReport.

iii) Composition of Audit Committee :

The Board has constituted the Audit Committee under the Chairmanship of Mr. SushilKumar Chhawchharia. Complete details of the Committee are given in the CorporateGovernance Report attached as Annexure to this Board’s Report.

iv) Extracts of Annual Return :

The details forming part of the extract of the Annual Return in MGT-9 as provided undersection 92(3) of the Companies Act 2013 is enclosed as Annexure - ‘I’ .

v) Risk Analysis :

The Company has in place a mechanism to inform the Board members about the Riskassessment and mitigation plans and periodical reviews to ensure that the critical risksare controlled by the executive management.

vi) Internal Financial Control :

The Company has in place adequate internal financial control as required under section134(5)(e) of the Act. During the year such controls were tested with reference tofinancial statements and no reportable material weakness in the formulation or operationswere observed.

vii) Loans Guarantees and Investments :

During the year under review your Company has invested and deployed its surplus fundsin Securities which is within the overall limit of the amount and within the powers of theBoard as applicable to the Company in terms of section 179 and 186 of the Companies Act2013. The particulars of all such loans guarantees and investments are entered in theregister maintained 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 2014-15.

ix) Subsidiaries Associates or Joint Ventures :

M/s. Vasavi Infrastructure Projects Limited is the only subsidiary Company of yourCompany. It is an unlisted Company emerging in construction business. M/s. A M Udyog Ltd.is an Associate Company in terms of Section 2(6) of the Companies Act 2013. As per theprovision of Section 129(3) and rule 5 of the Companies(Accounts) Rules 2014 thestatement in AOC-1 containing the salient features of the financial statement of thesubsidiary/associate Company is given in Annexure - ‘J’. The consolidatedfinancial statement in this Annual Report is as per the Accounting Standards as laid downby the Institute of Chartered Accountants of India. Further the Annual Accounts andrelated documents of the subsidiary Company shall be kept open for inspection at theregistered office of the company during the business hours. The Company will also makeavailable copy thereof upon specific request by any member of the Company interested inobtaining the same.

x) Evaluation of the Board’s Performance :

During the year under review the Board in compliance with the Companies Act 2013 andClause 49 of the Listing Agreement has adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and individual Directors including theChairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & Committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance of individual Directors including the Board as a whole and the Chairmanwho were evaluated on parameters such as their participation contribution at the meetingsand otherwise 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 evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

xi) Nomination Remuneration and Evaluation Policy :

The Company on recommendation of its Nomination &Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchanges (as amended from time to time). This Policy 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)and Senior Management Executives of the Company. b. Remuneration payable to the DirectorsKMPs and Senior Management Executives. c. Evaluation of the performance of the Directors.d. Criteria for determining qualifications positive attributes and independence of aDirector.

xii) Vigil Mechanism (Whistle Blower Policy) :

Your Company has formulated a Whistle Blower Policy and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of employees from reprisals or victimization for whistle blowing in goodfaith.

Details of establishment of the Vigil Mechanism have been uploaded on theCompany’s website: www.gayatrigroup.co and also set out in the Corporate GovernanceReport attached as Annexure to this Board’s Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTINGGOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE :

There have been no significant & material orders passed by regulator / courts /tribunals impacting going concern status and Companies 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 Ltd.
Ashok Kumar Poddar Manish Poddar
Place : Kolkata Chairman Managing Director
Date : 08 August 2015 DIN : 00282924 DIN : 00283036

ANNEXURE - A TO THE DIRECTORS’ REPORT

Particulars pursuant to the provisions of Section 134 (3) (m) of the Companies Act2013 and rule 8(3) of the Companies (Accounts) Rules 2014 :

A) Conservation of Energy :

(i) Steps taken or impact on conservation of energy

The Company has the most modern plant having inbuilt features for minimum energyconsumption. Energy saving devices/equipments are installed to ensure saving in powerconsumption. Company has changed the old 550V system to 440V system & installed energyefficient motors.

(ii) Steps taken by the Company for utilizing alternate sources of energy

The Company is exploring possibilities for utilizing alternate source of energy.

(iii) Capital investment on energy conservation equipments

Not ascertainable.

B) Technology Absorption -

(i) Efforts made towards technology absorption : N.A.
(ii) Benefits derived like product improvement cost reduction product development or import substitution :
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :
a) Details of technology imported
b) Year of import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption has not taken place reasons thereof : and

(iv) The expenditure incurred on Research and Development

Expenses incurred are charged to respective heads are not allocated separately

The Company is keeping a close watch on the new product Development in Jute GoodsUpgradation and Automation is being done wherever.

C) FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign exchange earned in terms of actual cash inflows during the year and theForeign exchange outgo during the year in terms of actual outflows is as follow :

2014-15 2013-14
(Rs. in lacs) (Rs. in lacs)
Total Foreign Exchange Used and Earned :
Earned (F.O.B.) Nil Nil
Used 24.53 26.20

 

On behalf of the Board of Directors
Registered Office : For Budge Budge Company Ltd.
16A Brabourne Road
Kolkata - 700 001 Ashok Kumar Poddar Manish Poddar
Whole-time Director Managing Director
Date : 08 August 2015 DIN : 00282924 DIN : 00283036

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