You are here » Home » Companies » Company Overview » Shri Bholanath Carpets Ltd

Shri Bholanath Carpets Ltd.

BSE: 530841 Sector: Industrials
NSE: N.A. ISIN Code: INE151F01012
BSE LIVE 15:30 | 08 Nov Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.23
PREVIOUS CLOSE 7.84
VOLUME 500
52-Week high 8.45
52-Week low 3.79
P/E 37.41
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.23
CLOSE 7.84
VOLUME 500
52-Week high 8.45
52-Week low 3.79
P/E 37.41
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Bholanath Carpets Ltd. (SHRIBHOLANATH) - Director Report

Company director report

TO

THE MEMBERS OF

SHRI BHOLANATH CARPETS LIMITED

Your Directors have pleasure in presenting the 42ndAnnual Report togetherwith Audited Financial Statements of SHRI BHOLANATH CARPETS LIMITED for the Financial Yearended March 312015.

1. FINANCIAL RESULT

The summarized financial performance of your Company for the financial year 2014-15 ascompared to previous year 2013-14 has been as under:

(Rs. In Lakhs)
PARTICULARS CURRENT YEAR ENDED 31.03.2015 PREVIOUS YEAR ENDED 31.03.2014
NET SALES 3182.34 3003.13
OTHER INCOME 84.57 217.69
DECREASE AND (INCREASE) IN 40.19 -155.61
INVENTORIES OF FINISHED GOODS AND
WORK-IN-PROCESS
TOTAL EXPENDITURE 3132.20 3004.72
FINANCE COST 62.68 328.62
DEPRECIATION 27.62 39.58
PROFIT BEFORE EXCEPTIONAL AND 4.22 3.51
EXTRAORDINARY ITEMS AND TAX
EXTRAORDINARY ITEMS (CERS 0.00 0.00
RECEIVABLE WRITTEN OFF)
PROFIT / (LOSS) BEFORE TAX 4.22 3.51
PROVISION FOR TAXATION
- CURRENT TAX 6.64 -0.73
- DEFERRED TAX -5.35 0.00
- TAX ADJUSTMENTS RELATING TO 0.06 0.00
EARLIER YEARS
NET PROFIT (NET LOSS) 2.87 4.24

2. FINANCIAL HIGHLIGHTS

The Company has continued its growth story during the year 2014-15 the income fromsales grew from Rs. 3003.13 Lakhs to Rs. 3182.34 Lakhs the highest ever sales for thefirst it me.There was an increase of 5.97%.

The Company has recorded profit before exceptional and extraordinary items in duringthe year 3.49 Lakhs as compared to Rs. 3.51 Lakhs in the previous year 2013-14.

The Net Profit of the company for the year ended as on 31.03.2015 is Rs. 2.86 Lakhs ascompared to Rs. 4.24 Lakhs last year.

3. RESERVES

The reserves of the Company stand at 795.55 Lakhs during the year as compared to Rs.791.06 Lakhs in the previous year ended on 2013-14. Rs. Lakhs (net of taxes) was adjustedfrom General reserve during the year 2014-15 in accordance with Schedule II to theCompanies Act 2013.

4. OPERATIONS

During the year the turnover of the Company has increased by approx 5.97%.

5. EXPORT

During the year The Company was exporting carpets outside India.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31 2015 was 480.00Lakhs.During the year under review the Company has not issued any types of share capital.

7. DIVIDEND

The Company has not proposed any dividend for the year 2014-15.

8. INSURANCE

Your Company’s assets continue to be fully insured against the risk of fire riotearthquake t e rrorism etc.

9. OUTLOOK

The organization has increased focus on cost reduction measures as well as productionof value added products. It is expected that in the current year 2015- 16 the Companyshall demonstrate better bottom line performance for value addition for the investors.

10. HUMAN RESOURCE AND WELFARE

The well disciplined workforce which has served the Company for more than three decadeslies at the very foundation of the Company’s major achievements and shall wellcontinue for the years to come. The Management has always carried out systematic appraisalof performance and imparted training at periodic intervals. The company has alwaysrecognized talent and has jud iciously followed the principle of rewarding performance.

11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company to whichthe financial statements relate i.e. March 31 2015 and the date of the report i.e.August31 2015.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which wouldimpact t he going concern status of the Company and its future operations.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controlto safeguard and protect from lossunauthorized use ordisposition of its assets. All the transactions are properlyauthorizedrecorded and reported to the Management.The Company is following all the applicableAccountingStandards for properly maintaining the books ofaccounts and reporting financialstatements. TheInternal Auditor of the Company checks and verifiesthe internal control andmonitors them in accordancewith policy adopted by the company. The Companycontinues toensure proper and adequate systems andprocedures commensurate with its size and nature ofit sbusiness.

14. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with theStock Exchanges the Companyfollowsgood CorporateGovernance practices and complies with mandatory provisionsasapplicable. As stipulated in Clause 49 of the Listingagreement Corporate GovernanceCertificate obtainedfrom M/s O.P. Tulsyan& Co. Chartered Accountantsis annexed withthe report.

15. VIGIL MECHANISM / WHISTLE BLOWERPOLICY

In order to ensure that the activities of the Companyand its employees are conducted ina fair andtransparent manner by adoption of highest standardsof professionalism honestyintegrity and ethical behavior the Company has adopted a vigil mechanismpolicy. Thispolicy is explained in Corporate GovernanceReport and also posted on the website ofcompany.

16. BUSINESS RISK MANAGEMENT

Although the company has long been following theprinciple of risk minimization as isthe norm in everyindustry it has now become a compulsion. Therefore inaccordance withclause 49 of the Listing Agreement theBoard members were informed about risk assessmentandminimization procedures after which the Boardformally adopted steps for framingimplementing and monitoring the risk management plan for thecompany.The main objective ofthis policy is to ensure sustainablebusiness growth with stability and to promote aproactiveapproach in reporting evaluating and resolvingrisks associated with thebusiness. In order to achievethe key objective the policy establishes a structuredanddisciplined approach to Risk Management in orderto guide decisions on risk relatedissues.In today’s challenging and competitive environmentstrategies for mitigatinginherent risks in accomplishingthe growth plans of the Company are imperative. Thecommonrisks inter alia are: Regulations competitionBusiness risk Technology obsolescenceInvestmentsretention of talent and expansion of facilities. Businessrisk inter-aliafurther includes financial risk politicalrisk fidelity risk legal risk. As a matter ofpolicy theserisks are assessed and steps as appropriate are taken tomitigate the same.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions of Companies Act 2013regarding Corporate SocialResponsibility are notattracted to the company yet the Company hasbeen over the yearspursuing as part of t i s corporatephilosophy a CSR policy voluntarily which goesmuchbeyond mere philanthropic gestures and integratesinterest welfare and aspirations ofthe communitywith those of the Company itself in an environment ofpartnership forinclusive development.

18. DEPOSITS

The Company has not accepted any deposit underSection 73 or Section 76 of the CompaniesAct 2013 readwith the Companies (Acceptance of Deposit) Rules 2014during the year underreview.

19. AUDITORS’ OBSERVATION

There were no adverse remarks in the auditor’s report.

19.1 STATUTORY AUDITOR

The Statutory Auditor of the Company has given unqualified report during the year underreview.

19.2 SECRETARIAL AUDITOR

The replies of qualifications of Secretarial Auditor by the Board of Directors aregiven below:-

1. The cost auditor has been appointed and the audit is under process and on completionstage.

2. The Board has appointed women director on 28.03.2015 but she has not provided theDirector Identification Number (DIN) till the date of this report.

20. DIRECTORS

20.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

20.2 INDEPENDENT DIRECTOR(S) DECALARATION n I pursuance of sub-section (7) ofSection 149 of the Companies Act 2013 all the Independent Directors have furnished thedeclaration that they meet the criteria of Independence as provided in Sub-Section (6) ofSection 149 of the Companies Act 2013.

20.3 BOARD ANNUAL EVALUATION

Pursuant to the provisions of companies Act 2013 and clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors ind ividually as well the evaluation of the working of its Audit Nomination& Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.

20.4 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

21. BOARD AND COMMITTEE MEETINGS

21.1 BOARD MEETING

During the year 2014-15 08 meeting of the Board of Directors were held on May 302014 July 21 2014 August 14 2014 September 1 2014 November 15 2014 January 82015 14th February 2015 and 28th March 2015. The maximum time gapbetween any two consecutive meetings was not exceeding four months.

21.2 AUDIT COMMITTEE MEETING

The Chairman of the Audit Committee is Mr. AmarnathPandey. During the year 4 AuditCommittee meetings were held on May 30 2014 August 14 2014 November 15 2014 andFebruary 14 2015. The composition of the Audit Committee and number ofmeetings attendedby the Members are given below:

Name of directors Category Number of meetings held during 2014-15 Meeting Attended
Mr. AmarnathPandey Independent 4 4
Mr. AmbarishChatterjee Independent 4 2
Mr. R. K. Dubey Independent 4 2

The other details of Board and Committee Meetings aregiven in Corporate GovernanceReport forming part ofthe Annual Report.

22. AUDITORS

22.1 STATUTORY AUDITORS

M/s O. P. Tulsyan& Co. (Firm Registration No. 500028N)Chartered Accountants havebeen appointed asStatutory Auditors of the Company at the last i.e. 34thAnnualGeneral Meeting held on August 9 2014 for aperiod of three years subject to ratificationby membersat every consequent Annual General Meeting. Thereforeratification ofappointment of Statutory Auditors isbe ing sought from the Members of the Company attheensuing 35th Annual General Meeting t o be heldon July 25 2015. They have confirmed theireligibilityunder Section 141 of the Companies Act 2013 for theirre-appointment asStatutory Auditors of the Company.

22.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of theCompanies Act 2013 and the Companies(Appointmentand Remuneration of Managerial Personnel) Rules2014 the Company hasappointed M/s Ajay Jaiswal& Co. (CP No.:3684 FCS: 5112) CompanySecretaries toundertake t h e Secretarial Audit of thecompany. The Secretarial Audit Report isannexedherewith as

‘Annexure A’.

22.3 INTERNAL AUDITORS

M/s A. C. Dutta& Co. Cost Accountant performs the duties of Internal Auditorsofthe Company and their report is reviewed by the AuditCommittee from time to time.

23. ENERGY CONSERVATION TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technologyabsorption and foreign exchangeearnings and outgostipulated under Section 134(3)(m) of the CompaniesAct 2013 read withRule 8 of The Companies (Accounts)Rules 2014 is annexed herewith as "AnnexureB".

24. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangementsentered into by the Company withrelated partiesreferred to in sub-section (1) of section 188 of theCompanies Act 2013 aredisclosed in Form No. AOC -2.is annexed herewith as "Annexure C".

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the AnnualReturn in form MGT 9 is annexedherewith as "AnnexureD".

26. MANAGEMENT DISCUSSION AND ANALYSISREPORT:

Management Discussion and Analysis Report onfinancial condition and results ofoperations of t he Company for the year under reviews required underClause 49 of theListing Agreement entered with theStock Exchanges is given as separate statementformingpart of the Annual Report.

27. PARTICULARS OF EMPLOYEES

DETAILS PERTAINING TO REMUNERATION ASREQUIRED UNDER SECTION 197(12) OF THECOMPANIESACT 2013 READ WITH RULE 5(1) OF THECOMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIALPERSONNEL) RULES 2014

The information required pursuant to Section 197read with Rule 5 of the Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014 inrespect of employeesof the Company is as follows:

i. The percentage increase in remuneration ofeach Director Chief Executive Officer andChiefFinancial Officer during the financial year 2014-15 ratio of the remuneration ofeach Directorto the median remuneration of the employeesof the Company for the financialyear 2014-15and the comparison of remuneration of eachKey Managerial Personnel (KMP)against theperformance of the Company are as follows:

Name of Director / KMP Remuneration of the Director / KMP in F.Y. 2014-15 Remuneration of the Director / KMP in F.Y. 2014-15 % I n creas e in F.Y. 2014-15 Ratio(times) of the remuneration of each director to the median remuneration of the employees Comparison of the remuneration of the KMP against the performance of the company
Bholanath Baranwal Managing Director (KMP) 696000.00 696000.00 0.00 2.10 The turnover of the Company increase 5.97 %. There is a marginal increase in profit before tax and but the profit after tax has decreased.

ii. The median remuneration of employees of the Company during the financial yearwas 3.32Lakhs.

iii. There were 2 permanent employees on the rolls of the Company during thefinancial year 2014-15.

v. Relationship between average increase in remuneration and company performance:

The turnover of the Company increase 5.97 %. There is a marginal increase in profitbefore tax and but the profit after tax has decreased.

vi. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

There is no change in total remuneration of Key Managerial Personnel during the year incomparison to last year whereasThe turnover of the Company increase 5.97 %. There is amarginal increase in profit before tax and but the profit after tax has decreased.

vii. a) Variations in the market capitalisation of the Company:

There was no trading on the stock exchange.

b) Price Earnings ratio of the Company:

There was no trading on the stock exchange.

c) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the Company came out with the last public offerin theyear:

There was no further offering of the shares (FPO).

viii. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 was 34.51 % whereas theincrease in the managerial remuneration for the same financial year was 0%.The CEO and CFOwere appointed on 28.03.2015 as per requirement of Companies Act 2013.

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

x. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year – NotApplicable; and

xi. It is hereby affirmed that the remuneration paid isas per the RemunerationPolicy for Directors KeyManagerial Personnel and other Employees.

xii. THE PARTICULARS OF THE EMPLOYEES WHOARE COVERED BY THE PROVISIONS CONTAINEDIN RULE5(2) AND RULE 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL)RULES 2014 ARE:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

28. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and accordingto the information andexplanations obtained by themyour Directors make the following statements in termsofSection 134(3)(c) of t he Companies Act 2013:

a) that in the preparation of the annual financialstatements for the year ended March31 2015 the applicable accounting standards have beenfollowed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notesto the Financial Statements havebeen selected andapplied consistently and judgment and estimateshave been made that arereasonable and prudent soas to give a true and fair view of the state of affairs oftheCompany as at March 31 2015 and of the profitof the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken forthe maintenance of adequateaccounting recordsin accordance with the provisions of the CompaniesAct 2013 forsafeguarding the assets of the Companyand for preventing and detecting fraud andotherirregularities;

d) that the annual financial statements have beenprepared on a going concern basis;

e) that proper internal financial controls were in placeand that the financial controlswere adequate andwere operating effectively.

f) that systems to ensure compliance with theprovisions of all applicable laws were inplace andwere adequate and operating effectively.

29. COMPANIES WHICH CEASED TO BEHOLDING SUBSIDIARY OR ASSOCIATECOMPANY

There is no holding subsidiary or associate Company ofthe Company.

30. PARTICULARS OF LOANS INVESTMENTS ORGUARANTEE

There is no loan or guarantee but investment made pursuant toprovisions of Section 186of the Companies Act 2013.

31. ACKNOWLEDGEMENTS

The Company has been very well supported from allquarters and therefore your Directorswould like to placeon record their sincere appreciation for the supportand co-operationreceived from Employees DealersSuppliers Central and State Governments BankersCreditRating Agencies Depositories Stock ExchangeRegistrar and Share Transfer AgentsAssociates as wellas our Shareholders at large during the year underreview.

Your Directors also wish to place on record their deepsense of appreciation for thecommitment abilitiesand hard work of all executives officers and staff whoenabledCompany to consistently deliver satisfactoryand rewarding performance even in thechallengingeconomic conditions.

We look forward to receiving the continued patronagefrom all quarters to become abetter and strongercompany.

32. CAUTIONARY STATEMENT

The statements contained in the Board’s Report andManagement Discussion andAnalysis contain certainstatements relating to the future and therefore areforward lookingwithin the meaning of applicablesecurities laws and regulations. Various factors suchaseconomic conditions changes in governmentregulations tax regime other statues marketforces andother associated and incidental factors may howeverlead to variation in actualresults.

On Behalf of the Board
Sd/-
Bholanath Baranwal
Date: 31.08.2015 (Chairman & Managing Director)
Place: Varanasi DIN: 00306086

Annexure – A

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

TO

THE MEMBERS

SHRI BHOLANATH CARPETS LIMITED

G. T. ROAD KACHHAWAN VARANASI - 221307

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Shri Bholanath CarpetsLimited. (Hereinafter called the company)

Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts / statutory compliances and expressing my opinion t hereon.

Based on our verification of the company’s books papers minute books forms ande r turns 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 31.03.2015 complied with t hestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject o t thereporting made hereinafter:

We have examined the books papers minute books forms and returns filed and other e rcords maintained by the Company for the financial year ended on 31.03.2015 according tothe provisions of:

(i)T he Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and therules made t he reunder;

(iii)T he Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made t hereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial 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 Sharesand Takeovers) 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; (Not applicable to the Company during the AuditPeriod)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the company duringthe Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008; (Not applicable to the Company during the Audit Period)

(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 (Not applicable to the Company during the Audit Period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;(N ot applicable to the Company during the Audit Period)

(VI) We further report that having regard to the compliance system prevailing inthe Company and as certified by management and on examination of the relevant documentsand records in pursuance thereof on text check basis the Company has complied the lawapplicable specifically to the company.

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(Secretarial Standards although notified are not applicable to the Company during theperiod under Audit as they are effective from July 1 2015).

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange( BSE ) if applicable;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the f o llowingobservations:

1. The company has not provided any records related to Cost Audit Form 23C or CostAudit report during the period under review. However the company has appointed costauditor for the period under review.

2. The company has appointed Mrs. Suchismita Purkait as women cum IndependentDirector on the meeting of the board of director held on 28.03.2015 without obtaining t heDIN from her.

Further the company has yet to file the form DIR – 12 with ROC Kanpur.

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 inthe composition of the Board of Directors that took place during the period under e r viewwere carried 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 it ems beforethe meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of t heBoard as the case may be. Majority decision is carried through while the dissentingmembers’ views are captured 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 have relied on the representations made by the company and its officers for systemsand mechanism formed by the company for compliances under other applicableActs/Laws/Regulations to the company.

We further report that during the audit period there were no instances of: (i)Public/Right/Preferential issue of shares / debentures / sweat equity etc. (ii)Redemption / buy-back of securities.

(iii) No Major decisions except the mortgage on the properties of the companiesfrom banks and financial Institutions and setting a limit on borrowings beyond paid upcapital and free reserves taken by the members in pursuance to Section 180 of theCompanies Act 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v)F Oreign technical collaborations.

FOR AJAY JAISWAL & CO.
COMPANY SECRETARIES
AJAY KUMAR JAISWAL
Place: VARANASI FCS No. 5112
Date: 31.08.2015 CP No. 3684

Annexure –B

ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO ETC:

In formation on conservation of Energy Technology absorption Foreign Exchangeearnings and outgo required to be disclosed under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are provided hereunder:

1. CONSERVATION OF ENERGY

(A) ENERGY CONSERVATION MEASURES TAKEN

During the year the company has taken required measures for the conservation of theenergy. During the last financial year company has installed power capacitor to reduce het demand Charges. It will save substantial power expense which is reflecting in monthlypower bills.

(B) ADDITIONAL INVESTMENT AND PROPOSALS IF ANY BEING IMPLEMENTED FOR REDUCTION OFCONSUMPTION OF ENERGY

The company has its plan in the pipeline for the additional investment. Once it is f inalished it will be intimated to exchange.

(C) IMPACT OF THE MEASURES OF THE ABOVE

This will impact positively to the environmental safety as well as workers safety.

(D) STEPS TAKEN BY THE COMPANY FOR UTILIZING ALTERNATE SOURCE OF ENERGY.

Since inception the Company is using Biomass as a fuel for generating the Steam. Inyear 1995 the Company installed a 2.5 MW cogeneration power plant using biomass (ricehusk and pith) as fuel. The Company has also installed a Black liquor (Pollutant generatedduring pulping of Agro waste raw material) fired Boiler generating steam and t he rebypower.

2. TECHNOLOGY ABSORPTION

EFFORTS MADE IN TECHNOLOGY ABSORPTION:

(A) Specific areas in which R & D carried out by the Company

1. The company is making R & D in required field on a continuous basis.

2. Developments of new grades.

3. Usage of fines as a tool for development of higher strength carpets.

4. Enhancement of opacity level of product using alternative fillers & rawmaterials in furnish.

5. Trial of high purity lime to enhance causticising efficiency.

(B) Benefits derived as a result of the above R & D

By the evaluation & use of alternative aid resins& specialty raw materialsthe quality of product improved &reduced consumption resulting reduced energy&cost of production andimproving the properties of carpets.

(C) Future plan of action

The future plans are under process and on finalization stage.

3. FOREIGN EXCHANGE EARNING AND OUTGO

(A) Activities relating to exports; initiatives taken to increase exports; developmentof new export markets for products and services; and export plans;

The Company has continued thrust on exports.

(B) Total foreign exchange used and earned

During the year the Company has earned Rs 21.34 Crore as compared to the Earnings ofRs. 19.29 Crore of previous financial year in Foreign Currency through export of its f inished products. There was no any Import or Expenses in Foreign Currency during theFinancial Year.

On Behalf of the Board
Sd/-
Bholanath Baranwal
Date: 31.08.2015 (Chairman & Managing Director)
Place: Varanasi DIN: 00306086

Annexure – C

FORM AOC -2

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

Form for Disclosure of particulars of contracts/ arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso isgiven below:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Sl. No. Particulars Details
1 Name (s) of the related party NIL
2 Nature of relationship NIL
3 Nature of contracts/arrangements/transaction NIL
4 Duration of the contracts/arrangements /transaction NIL
5 Salient terms of the contracts or arrangements or transaction NIL
6 Value of the contracts or arrangements or transaction NIL
7 Date of approval by the Board NIL
8 Amount paid as advances if any NIL
9 Date on which the special resolution was passed in General NIL
meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at arm’s length basis:

Sl. No. Particulars Details
1 Name (s) of the related party Shri Bholanath Industries Limited
2 Nature of relationship Directors are common
3 Nature of contracts / Arrangements / transaction Purchase of goods
4 Duration of the contracts / arrangements / NIL
transaction
5 Salient terms of the contracts or arrangements or transaction NIL
6 Value of the contracts or arrangements or transaction Market price
7 Date of approval by the Board Since incorporation of company
8 Amount paid / received as advances if any NIL
9 Date on which the special resolution was passed in General meeting as required under ir f st proviso to section 188 NIL