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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-third Annual Report together withthe Audited Annual Accounts of your Company for the year ended March 31 2016.

FINANCIAL RESULTS

(Rs./Lakhs)
Particulars FY 2015-16 FY 2014-15
Amount Amount
i. Turnover 20960.36 14779.16
ii. Other Income 179.43 261.30
iii. Total Revenue 21139.79 15040.46
iv. Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) 601.85 403.57
v.. Finance Cost 257.46 307.33
vi. Depreciation 156.87 144.47
vii. Profit before Taxation (PBT) 187.52 (48.23)
viii. Tax including Deferred Tax 19.63 17.24
ix. Profit after Taxation (PAT) 167.89 (65.47)
x. Profit brought forward from previous year 549.00 614.47
xi. Surplus/ (Deficit) in the Statement of Profit & Loss 167.89 (65.47)
xii. Transfer to General Reserve 250.00
xiii. Other Adjustments - I.T. for earlier years (6.57)
xiv. Balance Carried to Balance Sheet 460.32 549.00

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company is engaged in the business of manufacturing of jute products. Productionduring the year was 26245 M/T compared to 23449 M/T in the previous year which is higherby 12% than last year. Production would have been higher but due to shortage of RawMaterial we have to keep the production at lower end. Further the production was alsoaffected due to heavy absenteeism by the workers in usual course of production. Thecompany had built warehouses last year to generate regular Rental income and in thecurrent year company has earned Rs. 112.97 lakh as rent. Accordingly the Company duringthe year has earned a net profit of Rs. 167.89 lakh compared to net loss of Rs. 65.47 lakhin the previous year.

There is no change in the business of the Company during the financial year 2015-16.

PERFORMANCE & FINANCIAL POSITION OF SUBSDIARY / ASSOCIATES :

(A) SUBSIDIARY

Vasavi Infrastructure Projects Limited

The company has reported total income of Rs. 80.18 lakh during the year as compared toRs. 35.84 lakh in the previous year. Net Profit of the company is Rs. 4.85 lakh ascompared to Rs. 6.49 lakh in the previous year. The company is in the Real estate businessand two projects at Nabadip are under progress.

(B) ASSOCIATES

South West Fintrade Udyog Limited (Previously A. M. Udyog Ltd.) & Rash BehanConstruction Private Limited

South West Fintrade Udyog Limited (Previously A. M Udyog Ltd.) has not carried out anybusiness activities during the year under review and has incurred a net loss of Rs.12139.60 compared to a net loss of Rs. 34872.25 in the previous year .

Rash Behari Construction Private Limited has not carried out any business activitiesduring the year under review and has incurred a net loss of Rs. 5305.00 compared to a netloss of Rs. 6441.00 in the previous year

DIVIDEND

In order to conserve resources of the Company and to meet working capital requirementsyour Board did not recommended any dividend on equity shares of the Company for thefinancial year ended 31 st March 2016.

DEPOSITS

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

TRANSFER TO RESERVE

The Company has transferred an amount of Rs. 250.00 lakh 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 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 Clause 49 of the Listing Agreement / applicableRegulations of Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as issued by Securities and Exchange Board ofIndia and as amended from time to time. Your Company has given its deliberations toprovide all the information in the Directors Report and the Corporate Governance Report asper the requirements of Companies Act 2013 and the Listing Agreement entered by theCompany with the Stock Exchanges as a matter 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’.

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 - ‘E’.

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.qavatriqroup.co. Further in accordancewith the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations2015 the Board of Directors of the Company at their meeting held on 23rd May 2015 haveapproved and adopted the code of practices and procedures for fair disclosure ofUnpublished Price Sensitive Information and formulated the code of conduct of the Company.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given in the Annexure -‘F’ 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 - ‘G’ to thisReport 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/ SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Director - Retirement by Rotation :

Mr. Ashok Kumar Poddar (DIN 00282924) Executive Chairman of the Company pursuant tothe 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 offeredhimself for reappointment.

ii) Appointment of Directors :

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

Mr. Manish Poddar (DIN 00283036) was re-appointed as Managing Director of the Companyfor a further period of 3(three) years w.e.f. 1 st April 2016 and was approved by themembers at the Annual General Meeting held on 26th September 2015.

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

There is no change in the Key Managerial Personnel during the year.

None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013. The Directors have also made necessary disclosures to the extent asrequired under provisions of section 184(1) as applicable. In accordance with Section149(7) of the Act each Independent Director has given a written declaration to theCompany confirming that he/she meets the criteria of independence as mentioned underSection 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Committee was constituted under section 135 of the Companies Act 2013 isfunctional under the Chairmanship of Mr. Sushil Kumar Chhawchharia. The other members ofthe Committee were Mr. Ashok Kumar Poddar and Mr. Manish Kumar Poddar and they werereplaced by Mr. Bijay Krishna Datta and Mrs. Madhushree Poddar by the Board in its meetingheld on 23rd May 2016. The details of the Committee is mentioned in the CorporateGovernance Report attached as Annexure to this Board’s Report and the CSR activitiesare mentioned in the ‘Annual Report on CSR Activities’ enclosed as Annexure -‘H’ to this Report.

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 2016-17.

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 2016-17. The Company has received consent and confirmation of eligibilityfor their re-appointment as the Cost Auditors of the Company for the year 2016-17.

(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 year2015-16 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’sReport which is self-explanatory and hence do not call for any further explanation.

DISCLOSURES AS PER APPLICABLE ACT LISTING AGREEMENT / SEBI (LODR) REGULATIONS 2015

i) Related Party Transactions :

All transaction entered with related parties during the f.y. 2015-16 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 / SEBI(LODR) Regulations 2015 which mayhave 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 Acounts under ‘Related PartyDisclosures’.

ii) Number of Board Meetings :

The Board of Directors met 4 (four) times in the year 2015-16. The details of the Boardmeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Board’s Report.

iii) Composition of Audit Committee :

The Board has constituted the Audit Committee under the Chairmanship of Mr. SushilKumar Chhawchharia. The 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 and Rule 12 of the Companies (Management andAdministration) Rules 2014 is enclosed as Annexure - ‘J’.

v) 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.

vi) Internal Financial Control :

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 overfinancial reporting and the report of the same is provided is annexed with Auditor’sReport.

vii) 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 2015-16.

ix) Subsidiaries Associates or Joint Ventures :

M/s. Vasavi Infrastructure Projects Limited (CIN : U45209WB1992PLC054118) is the onlynon- material Subsidiary Company of your Company as per the provision of section 2(87) ofthe Companies Act 2013. It is an unlisted Company emerging in construction business. M/s.South West Fintrade Udyog Limited (previously A M Udyog Ltd.) and M/s. Rash BehariConstruction Private Limited are Associate Companies in terms of Section 2(6) of theCompanies Act 2013. As per the provision of Section 129(3) and Rule 5 of the Companies(Accounts) Rules 2014 the statement in AOC - 1 containing the salient features of thefinancial statement of the subsidiary/ associate Companies are given in Annexure -‘K’. The consolidated financial statement in this Annual Report is as per theAccounting Standards as laid down by the Institute of Chartered Accountants of India. Inaccordance with Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information will be availableon our website. These documents will also be available for inspection during businesshours at the registered office of the Company. The Company will also make available copythereupon specific request by any member of the Company interested in obtaining the same.

There is no Company which has become or ceased to be the Company’s subsidiaryjoint venture or associate Company during the year under review.

x) Evaluation of the Board’s Performance :

During the year under review the Board in compliance with the Companies Act 2013 andListing Agreement / applicable Regulations of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 has in place a formalmechanism for evaluating its performance and as well as that of its Committees andindividual Directors including the Chairman of the Board. The exercise was carried outthrough a structured evaluation process covering various aspects of the Boards functioningsuch as composition of the Board & Committees experience & competenciesperformance of specific duties & obligations governance issues etc. Separate exercisewas carried out to evaluate the performance of individual Directors including the Boardas a whole and the Chairman who were evaluated on parameters such as their participationcontribution at the meetings and otherwise independent judgments safeguarding ofminority 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)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

xii) Vigil Mechanism (Whistle Blower Policy) :

By virtue of Whistle Blower Policy the Directors or employees of the Company or anyoth(person who avail the mechanism are encouraged to escalate to the level of the AuditCommitte for any issue of concerns impacting and compromising with the interest of theCompany and i stakeholders in any way. The Company is committed to adhere to highestpossible standards i ethical moral and legal business conduct and to open communicationand to provide necessa safeguards for protection of Directors and employees from reprisalsor victimization for whist blowing in good faith. This policy also allows the directaccess to the Chairperson of the Auc Committee

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

INDUSTRIAL RELATIONS

The industrial relation during the year 2015-16 had been cordial. The Directors take onrecord the dedicate services and significant efforts made by the Officers Staff andWorkers towards the progress of th Company.

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

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

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Centraland State Government Bankers and Investors for their continuous support cooperation andtheir valuable guidance to th Company and for their trust reposed in the Company’smanagement. The Directors also commend th continuing commitment and dedication of theemployees at all levels and the Directors look forward 1 their continued support infuture.

For and on behalf of the Board of Directors
For Budge Budge Company Ltd.
Place : Kolkata Ashok Kumar Poddar Manish Poddar
Chairman Managing Director
Date : 12 August 2016 DIN : 00282924 DIN : 00283036

ANNEXURE - A TO THE DIRECTORS’ REPORT

Particulars pursuant to the provisions of Section 134(3) (m) of the Companies Act 2013and 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 :
(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) : N.A.
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 :

2015-16 2014-15
(Rs. in lacs) (Rs. in lacs)
Total Foreign Exchange Used and Earned :
Earned (F.O.B.) Nil Nil
Used 500.26 55.81

 

For and on behalf of the Board of Directors
For Budge Budge Company Ltd.
Place : Kolkata Ashok Kumar Poddar Manish Poddar
Chairman Managing Director
Date : 12 August 2016 DIN : 00282924 DIN : 00283036