Your Directors have pleasure in presenting the Twenty Fifth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2016.
The Company's financial results for the period under review are as follows:-
(Rs. In lakhs
|PARTICULARS ||2015-16 ||2014-15 |
|GROSS REVENUE FROM OPERATIONS ||2734.94 ||3517.47 |
|NET REVENUE FROM OPERATIONS & OTHER INCOME ||2410.85 ||3054.35 |
|PROFIT BEFORE INTEREST DEPRECIATION & TAXES ||363.47 ||339.38 |
|INTEREST ||264.66 ||222.68 |
|DEPRECIATION ||61.30 ||111.02 |
|PROFIT BEFORE TAX ||37.51 ||(5.89) |
|DEFERRED TAX ||- ||- |
|PROFIT/(LOSS) AFTERTAX ||37.51 ||(5.89) |
|PROFIT/ (LOSS) OF EARLIER YEARS ||(480.13) ||(431.60) |
|PROFIT/(LOSS) ||(442.62) ||(480.13) |
Considering the current financial position the Board of Directors does not recommendany dividend for the financial year 2015-16.
REVIEW OF OPERATIONS:
Amid optimism and rising business sentiments your Company reported gross Revenue fromOperations of Rs. 2734.94 lakhs as against Rs. 3517.47 lakhs during the correspondingperiod of the previous year. The Export sales have increased by 3 times as compared to theprevious year ended 31st March 2015. The Net profit after depreciation _ interest and taxstood at Rs. 37.51 lakhs as compared to net loss of Rs. 5.89 lakhs in the previous year.The accumulated losses as on 31st March 2016 have been decreased to Rs. 442.62 lakhs.
During the year under review your Company has faced major challenges viz. drasticreduction of material price heavy rainfall and flood in major part of the Chennai in thethird quarter increase in power cost and consumables etc. The above factors were thereason for the drop in turnover by around 20% in monetary segment as compared to theprevious year. However on production and supply in quantity segment your Company hasachieved the target predetermined for the year with optimistic bottom line.
The improved performances and the growth in the past two years motivated your Companyto aggressively target the competitive market with various innovative strategies. Duringthe year Your Company concentrated on product innovation considering the changingconsumer preferences and market trend. In month of October 2015 your Company wasregistered as medium enterprises under Micro Small and Medium Enterprise Development Act2006.
On growth front your Company is taking efforts for expanding the market by effectivelyutilizing the available resources targeting the efficient and retaining the valuablecustomers improving the various cost-cutting and value engineering measures forincreasing the stability in operating results. Continuous working capital support from thebankers and the infusion of funds by the Promoters also contributed for the improvedperformances. With the current scenario your management is very confident of achievingbetter results in the years to come.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)Requirements Regulations 2015 the Management Discussion and Analysis Report is enclosedas Annexure 1.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure - 2 andforms an integral part of this Report.
Sri G. Radhakrishna has tendered his resignation from the post of Managing Directorwith effect from 31st March 2016. The Board of Directors in their meeting held on 11thFebruary 2016 has acknowledged the resignation and expresses their sincere appreciationfor his contribution to the Company during his tenure of Managing Director. Sri GRadhakrishna will continue in the Board as non - executive Director with effect from 01stApril 2016.
The Board of Directors has appointed Sri G V Gopinath as Managing Director and Sri G SSridhar as Joint Managing Director and Chief Financial Officer with effect from 01st April2016 subject to the approval of Shareholders. The above business forms part of Notice ofthe 25th Annual General Meeting for approval of shareholders.
Sri G Radhakrishna Director retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. The subject forms part of theordinary business in the Notice of the 25th Annual General Meeting.
NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /policies and review the financial performances of the Company. The Board Meetings arepre-scheduled and a tentative annual calendar of the Board is circulated to the Directorswell in advance to facilitate the Directors to plan their schedules.
|Meeting ||No. of Meeting during the Financial Year 2015-16 ||Date of the Meeting |
|Board Meeting ||5 ||28th May 201513th August 2015 24h September 2015 04th November 2015 & llh February 2016. |
|Audit Committee ||4 ||28th May 201513h August 2015 04th November 2015 & 11th February 2016. |
|Nomination & Remuneration Committee ||2 ||28th May 2015 & 11th February 2016 ' |
As required under Section 178(5) of the Companies Act 2013 Stakeholders'Grievances Committee was constituted with Sri G P N Gupta as Chairman and Sri GRadhakrishna as Member. There were no investors' grievances received and hence no meetingwas held during the year.
During the year your Directors have constituted Share transfer Committee withSri G P N Gupta as Chairman and Sri G Radhakrishna as Member.
The interval between two Board Meetings was well within the maximum periodmentioned under section 173 of the Companies Act 2013 and SEBI Listing (Disclosures andObligations Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3)(C) of the Companies Act 2013 the Directors herebystate and confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theprofit and loss of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
During the year under review there were no frauds reported by the Auditors on theemployees or officers of the Company under section 143(10) of the Companies Act 2013.
The Company is managed and controlled by professional Board of Directors with anoptimum combination of Executive Non-Executive and Independent Directors including oneWoman Director. The Non - Executive Independent Directors fulfills the conditions ofindependence specified in Section 149(6) of the Companies Act 2013. The Company hasreceived necessary declaration from each Independent Director of the Company under Section149(7) of the Act that they meet the criteria of independence as laid down in Section149(6) of the Act.
Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's culture through appropriate orientation session and they arealso introduced to our organization structure our business constitution boardprocedures our major risks and management strategy. The appointment letters ofIndependent Directors has been placed on the Company's website at www.blissgroup.com
Separate Meeting of the Independent Directors:
As required under Clause VII of Schedule IV of the Companies Act 2013 the IndependentDirectors held a Meeting on 11th February 2016 without the attendance of Non-IndependentDirectors and members of Management. All the Independent Directors were present at themeeting. The following were discussed in detail:
I) Reviewed the performance of non-independent directors and the Board as a whole;
II) Reviewed the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non-Executive Directors;
III) Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
NOMINATION AND REMUNERATION POLICY:
Pursuant to Section 178(3) of the Companies Act 2013 the Board of Directors hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the company. The policy also lays down thecriteria for selection and appointment of Board Members.
Nomination & remuneration Policy:
In accordance with the Nomination and Remuneration Policy the Nomination andRemuneration Committee has inter alia the following responsibilities:
1. The Committee shall formulate the criteria for determining qualifications positiveattributes and independence of a director.
2. The Committee shall identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy.
3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
4. The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
5. The remuneration/ compensation/ commission etc. to the Whole-time Director KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required.
6. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.
7. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
8. The Non- Executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.
9. Commission to Non-Executive/ Independent Directors may be paid within the monetarylimit approved by shareholders subject to the limit not exceeding 1% of the net profitsof the Company computed as per the applicable provisions of the Companies Act 2013.
Pursuant to the provision of the Companies Act 2013 a structured questionnaire wasprepared after taking into consideration of the various aspects of the Boards'functioning composition of the Board and its committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. Pursuant to Section 177(8) of the Companies Act 2013 the Composition of AuditCommittee is given as under:
Composition of Audit Committee:
The Composition of the Audit Committee as on 31st March 2016 is as follows:
| Sri MV Chandrashekar - ||Chairman cum Member |
| Sri S Ramakrishnan - ||Member |
| Sri G P N Gupta - ||Member |
The Company Secretary shall act as the Secretary of the Committee
INTERNAL COMPLAINTS COMMITTEE:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy. No Complaints were received and disposed off during the year under review.
Further In the meeting held on 11th February 2016 the Board has approved thereconstitution of the Committee with the following members:
1. Ms.Jeyalakshmi -PresidingOfficer
2. Shri. Anderson - Member cum HR
3. Shri. Thalamuthu Natarajan - Independent Member
4. Ms. P. Pushpavathy - Member
Pursuant to Section 177(9) of the Companies Act 2013 your Company has established aVigil Mechanism policy for directors and employees to report concerns about unethicalbehaviors actual or suspected fraud violations of Code of Conduct of the Company etc.The mechanism also provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access by the Whistle Blower to theAudit Committee. It is affirmed that during the Financial Year 2015-16 no employee hasbeen denied access to the Audit Committee. The vigil mechanism policy is also available inthe company's website www.blissgroup.com
Pursuant to the provisions of Section 139 of the Companies Act 2013 the appointmentof M/s. M.Srinivasan & Associates Chartered Accountant as Statutory Auditors of theCompany have been approved in the 23rd Annual General Meeting of the Company. They shallhold office until the conclusion of the 26" Annual General Meeting of theCompany subject to ratification of their re-appointment by the Shareholders at every AGM.A resolution ratifying the re-appointment of Statutory Auditors forms part of the notice.
INDEPENDENT AUDITOR'S REPORT:
Clarification on Auditor's observation is given below:
'Emphasis of Matter' of the Independent Auditor's Report:
We draw attention to Note no. 4 of the notes to accounts to the financial statementsprepared on going concern basis which is self explanatory. Our opinion is not modified inrespect of this matter.
As mentioned in Note no 4 of notes on accounts the Company has witnessed improvedperformance and positive bottom line for the year ended 31st March 2016. Consequently theaccumulated losses have reduced to Rs. 442.62 lakhs resulting with a erosion of 72.60% ofNetworth.
With the current order booking status and anticipated big orders the increase in thecapacity of production and marketing capabilities working capital support from bankersand promoters your Company is confident of achieving better results in the years to comeand reducing the erosion of networth.
Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) amendment rules 2014 the Company's product does notfall under the purview of Cost Audit from the financial year 2014-15. The Company has alsointimated the non-applicability of Cost Audit to the Registrar of Companies.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Messrs Lakshmmi Subramanian & AssociatesPractising Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the year 2015-16 is included as Annexure 3 and forms anintegral part of this Report. There is no secretarial audit qualification for the yearunder review.
LOANS GUARANTEES AND INVESTMENTS:
The Company has not granted loan or guarantee in respect of a loan to any person orbody corporate or acquisition of shares in other body corporate under section 186 of theCompanies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Thus disclosure in Form AOC-2 is not required.
The related party transactions as required under Section 134(3)(h) of the Companies Act2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 are detailed under Note 12 -Notes annexed to and forming part of the Balance Sheet of the company.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
| || || || || || ||(Rs. in lakhs) |
|s. No ||Name ||Designation as on 31st March 2016 ||Remuneration paid FY 2015-16 ||Remuneration paid FY 2014-15 ||Increase in remuneration from previous year ||Ratio / times per median of employee remuneration |
|1 ||G.V. Gopinath ||Chief Financial Officer (KMP) ||7.68 ||7.68 ||Nil ||7.47 |
|2 ||G.S. Sridhar ||Whole Time Director - Operations ||7.68 ||7.68 ||Nil ||7.47 |
|3 ||S. Chandrasekar ||Company Secretary (KMP) ||4.00 ||3.09 ||29% ||3.38 |
1. The remuneration payable to the KMP / Whole time directors are in accordance withthe Industry and Geographical standards and as per the Remuneration policy of the Company.
2. The percentage increase in the median remuneration of employees in the financialyear is 10.87%
3. The number of permanent employees on the rolls of company as on 31st March 2016 is54
4. No remuneration is paid to the Independent Directors of the Company other than thesitting fees of Rs.10000/- for attending Board / Committee Meetings. The details ofsitting fees paid to the Directors are set out in Extract of Annual Return (Annexure 2)
5. Sri. G. Radhakrishna Managing Director of the Company as on 31st March 2016 hasrevised his remuneration to Rs.10/- per month.
None of the employees of the Company drew remuneration which in the aggregate exceededthe limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Sec.l34(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are enclosed as part of theReport as Annexure - 4.
The disclosures as required under proviso IV in Part II Section II of Schedule V ofthe Companies Act 2013 with regard to appointment of Managing Director and ChiefFinancial Officer is set out in detail in form MGT 9 - Extract of the Annual Return.
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 your Company does not fall under the purviewof complying with the provisions of Corporate Governance. During the year with theapproval of Board of Directors your Company has informed the non-applicability provisionto the Bombay Stock Exchange.
Since the provision of Corporate Governance is not applicable for the entire FinancialYear 2015-16 a separate report of Corporate Governance is not disclosed in the AnnualReport 2015-16.
The Company confirms that it has paid the annual listing fees for the year 2016-17before the due date to the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed witheffect from 15th September 2016 to 22thSeptember 2016 (both days inclusive).
During the financial year 2015-16 your Company has not accepted any deposit under theprovisions of the Companies Act 2013 read together with the Companies (Acceptance ofDeposits) Rules 2014.
As required under the provision of Section 74(l)(b) of the Companies Act 2013 and theexplanation given under Rule 19 of the Companies (Acceptance of Deposits) Rules 2015your company has repaid the deposits accepted under Companies Act 1956 with interestthat were repayable upto 30th June 2016. The deposits which are repayable in the period1st July 2016 to 31s' December 2016 amounting to Rs. 500000/- will be repaid withinterest on or before their due dates.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:
During the year the Company has not received any significant and material orderspassed by the Regulators or courts or tribunals which would affect the going concernstatus of the Company and its future operations.
INTERNAL FINANCIAL CONTROLS:
The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory &statutory compliances. During the year under review no material or serious observationhas been received from the Internal Auditors of the Company for inefficiency or inadequacyof such controls.
QUALITY MANAGEMENT SYSTEMS:
Your Directors are happy to resort that as a commitment in meeting global qualitystandards your company continues to have ISO 9001:2008 quality management systems acertificate from Intertek Certification Limited.
FORWARD LOOKING STATEMENTS:
Statements in this management discussion and analysis describing the Company'sobjectives projections estimates and expectations may be 'forward-looking statements'within the meaning of applicable laws and regulations. Actual results may differsubstantially or materially from those expressed or implied. Important factors that couldmake a difference to the Company's operations include economic conditions affectingdemand/supply and price conditions in the domestic and overseas markets in which thecompany operates changes in the Government regulations tax laws and other statutes andother incidental factors.
Your Directors take this opportunity to express their sincere gratitude to theencouragement assistance co-operation and support given by the Central Government theGovernment of Tamil Nadu the Karnataka Bank Ltd. during the year. They also wish toconvey their gratitude to all the customers Auditors suppliers dealers and all thoseassociated with the company for their continued patronage during the year.
Your Directors also wish to place on record their appreciation for the hard work andunstinting efforts put in by the employees at all levels. The directors are thankful tothe esteemed shareholders for their continued support and the confidence reposed in theCompany and its management.
| || ||For and on behalf of the Board |
|Place: Chennai ||G V Gopinath ||G S Sridhar |
|Date : 28th July 2016 ||Managing Director ||Chief Financial Officer |