The Members of
Bang Overseas Limited
Your Directors take pleasure in presenting their 27th Annual Report of the Companytogether with the Audited Financial Statements for the Financial Year ended 31st March2019.
| || || || ||(Rs. In Lacs) |
|Description || |
| ||Year Ended 31.03.19 ||Year Ended 31.03.18 ||Year Ended 31.03.19 ||Year Ended 31.03.18 |
|Revenue ||15411.21 ||16881.17 ||16798.91 ||18712.31 |
|Other Income ||316.56 ||422.08 ||322.73 ||444.31 |
|Expenditure before Interest Depreciation and Tax ||15241.45 ||16684.03 ||16628.82 ||18539.64 |
|Earnings before Interest Depreciation and Tax (EBIDT) ||486.31 ||619.23 ||492.82 ||616.98 |
|Less: Interest ||78.73 ||34.99 ||79.81 ||35.56 |
|Earnings Before Depreciation and Tax (EBDT) ||407.58 ||584.24 ||413.01 ||581.42 |
|Less: Depreciation ||230.54 ||209.92 ||233.36 ||214.41 |
|Profit before Tax (PBT) ||177.03 ||374.31 ||179.65 ||367.00 |
|Less: Adjustment of Exceptional Item ||0.00 ||0.00 ||0 ||0 |
|Profit/ (Loss) before Tax after Exceptional items ||177.03 ||374.31 ||179.65 ||367.00 |
|Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment) ||170.50 ||44.37 ||170.69 ||47.59 |
|Profit/(Loss) after Tax (PAT) ||6.53 ||329.94 ||8.95 ||319.41 |
|Total Net Comprehensive Income ||9.13 ||0 ||9.22 ||0 |
|Total Profit after Tax (including Comprehensive Income) ||15.66 ||329.94 ||18.17 ||319.41 |
During the year under review the Company has achieved revenue of Rs.15411.21 Lacs asagainst Rs.16881.17 Lacs in previous year. The Company has earned a Net Profit after tax(including Comprehensive income) of Rs. 15.66Lacs as against Net Profit after tax of Rs.329.94 Lacs for the corresponding previous financial year. Turnover of the Company hasslightly decreased as compared to previous year due to stiff competition prevailing in themarket. Your directors are hopeful for better sales realization and profit in the nextyear.
During the year under review the Company has achieved revenue of Rs.16798.91Lacs asagainst Rs. 18712.31 Lacs in previous year. The Company has earned a Net profit after tax(including Comprehensive income) of Rs. 18.17 Lacs as against Net profit after tax ofRs.319.41 lacs for the corresponding previous financial year.
DIVIDEND AND TRANSFER TO RESERVES:
In order to conserve the resources for increasing business operations Your Director donot recommend any dividend for the year under review. No amount is proposed to betransferred to Reserves.
The Register of Members and Share Transfer Books will remain closed from September 242019 to September 30 2019 (both days inclusive). The Annual General Meeting of theCompany will be held on September 30 2019.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of the business during the year.
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 occurred which affecting the financialposition of the Company between the end of the financial year and as on the date of thisreport.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements as designed andimplemented by the Company are adequate.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
During the year under review your Company has following subsidiaries:
1. Vedanta Creations Limited
2. Bang Europa s.r.o.
3. Bang HK Limited
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of financial statements of subsidiaries associates and jointventure Companies in Form AOC-1 is annexed as Annexure A to this report. The Company doesnot have any material subsidiary. The policy for determining material subsidiaries framedby the Board of Directors is available on website of the Company at the linkhttp://www.banggroup.com/ images/BOL_Policy_for_Determining_Material_Subsidiary_-_Final.pdf
The separate audited financial statements in respect of each of the subsidiarycompanies for the year ended March 31 2019 is placed on the Company's websitewww.banggroup.com and shall also be kept open for inspection at the Registered Office ofthe Company. The Company will also make available these documents upon request by anyMember of the Company interested in obtaining the same.
During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. No amounts were outstanding which were classified as Deposit under theapplicable provisions of the Companies Act 2013 as on the balance sheet date.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen.
In conformity with the provisions of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 the Company hasa CSRCommittee which presently comprises ofMr. Brijgopal Bang as Chairman and Mrs. AnuradhaParaskar & Ms. Swati Sahukara as its members. The Committee is responsible forformulating and monitoring the CSR policy of the Company.
CSR activities as per the provisions of the Companies Act 2013 may be undertaken bythe Company through a registered trust or a registered society.
The CSR policy as adopted by the Company can be viewed on the website of the Companyviz: http://www.banggroup.com/images/ BOL_CSR_Policy.pdf
As per the provisions of section 135 read with the Section 198 of the Companies Act2013 the Company did have CSR Obligation for the year 2018-19. Accordingly a meeting ofCSR Committee was held during the year. The Annual report on the CSR activities undertakenby the Company is annexed to this report as Annexure -B.
AUDITORS AND THEIR REPORTS:
The matters related to Auditors and their Reports are as under:
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Rules made thereunder M/s. Bhatter & CompanyChartered Accountants (Firm Registration No. 131092W) were appointed as statutoryauditors of the Company for a period of five years by the members of the Company at25thAnnual General Meeting (AGM) to hold office from the conclusion of 25thAGM till theconclusion of 30thAGM subject to the ratification of their appointment by the members inevery ensuing annual General Meeting Thereafter at 26thAGM the members have ratified theirappointment for the balance term till the conclusion of 30thAGM. It may be noted thatpursuant to the amended provisions of section 139 (as amended by the Companies AmendmentAct 2017) ratification of statutory auditors appointment is not required at every AnnualGeneral Meeting. Accordingly resolution for yearly ratification of appointment has notbeen proposed/required.
The specific notes forming part of the Accounts referred to in the Auditor's Reportread with the notes to financial statements as referred to therein are self-explanatoryand give complete information and addresses the observations if any. The Auditor's Reportdoes not have any qualification or reservations or adverse comments. Further theobservation/s made therein read with concerned Notes to financial statements providesufficient information and are self explanatory. So no further explanations or comments isrequired/provided in this report with respect thereto
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
The Board of Directors of the Company has in compliance with the provisions of section204 of the companies Act 2013 appointed M/s. Kothari H. & Associates PracticingCompany Secretary to carry out secretarial audit of the company for the financial year2018-19.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed asAnnexure C to this report. There are adverse remarks in the said report.
DIRECTORS COMMENT ON SECRETARIAL AUDITOR'S ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT:
As the Secretarial Auditors has marked adversely in their report w.r.t. Maintenance ofhundred percent of shareholding of promoter(s) and promoter group in dematerialized formthe management states that it will make necessary efforts to maintain hundred percent ofshareholding of promoter(s) and promoter group in dematerialized form.
The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2018-19
The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2018-19.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information relating to conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013is given by way of Annexure D to this Report.
EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 is annexed hereto as Annexure Eforms part of this reportand also available on the website of the Company i.e.www.bangroup.com
DIRECTORS& KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel
Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. RaghvendraBang retires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for reappointment.
During the year under review Mrs. Anuradha Paraskar was appointed as an IndependentDirector of the Company at Annual General Meeting of the Company held on 28th September2018 for a period of five years.
The Changes in Company Secretary of the Company during the Financial Year are as under:
|Sr. No. ||Name ||Designation ||Date of appointment ||Date of resignation |
|1. ||Ms. Trupti Limbasiya ||Company Secretary ||February 13 2016 ||October 06 2018 |
|2. ||Mr. Harsh Joshi ||Company Secretary ||February12 2019 ||--- |
The Board places on record its sincere appreciation for the services rendered by theoutgoing Company Secretary.
Further the Board has at their meeting held on 14th August 2019 approved andproposed for approval by the shareholders at this ensuing AGM the re-appointment of Mr.Subrata Kumar Dey as an Independent Director of the Company and accordingly requisiteresolutions are proposed for the approval of the shareholders at the ensuing AGM formingpart of the Notice.
The Board also approved and proposed for approval by the shareholders at this ensuingAGM the re-appointment of Mr. Brijgopal Bang as Chairman & Managing Director of theCompany for a period of three years and accordingly requisite resolutions are proposedfor the approval of the shareholders at the ensuing AGMforming part of the Notice.
The Board recommends their reappointments being in the interest of the Company.
B) Declaration by an Independent Director(s) and reappointment if any
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down subsection (6) of section 149 of the Companies Act 2013 andregulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
C) Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 read with rules thereunder andSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders Relationship Committee.
While independent directors in their separate meeting have carried out to assess theperformance of Chairman & MD and other Directors of the Board more particularly abouttheir business acumen and contribution to the Company the performance evaluation of theIndependent Directors was carried out by the entire Board.
The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of duties obligations responsibilities andgovernance.
D) Familiarization Program for the Independent Directors:
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities vis-a-vis the Company the industry in which theCompany operates business model etc. Details of the Familiarization Programme areexplained in the Corporate Governance report and also available athttp://www.banggroup.com/images/Details_of_Familiarization_Programme_imparted_to_Independent_ Directors.pdf
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the financial year the details of
which are given in the Corporate Governance report that forms part
of this Annual Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
Additionally during the financial year ended March 31 2019 a separate meeting of theIndependent Directors was held in compliance with the requirements of the Companies Act2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. However the Company has made investment in thesubsidiary Companies. The details of the investments made by company is given in the notesto the financial statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Policy onRelated Party Transactions which is also available on Company's website at thelinkhttp://www.banggroup.com/images/BOL_Policy_on_Related_ Party_Transaction_-_Final.pdf
The policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.
This Policy specifically deals with the review and approval of Material Related PartyTransactions keeping in mind the potential or actual conflicts of interest that may arisebecause of entering into these transactions. All Related Party Transactions are placedbefore the Audit Committee for review and approval and wherever applicable omnibusapprovals are obtained for Related Party Transactions. A statement of all such relatedparty transactions is presented before the Audit Committee on a quarterly basisspecifying the nature and value of these transactions.
Particulars of contracts or arrangements with related parties referred to in section188(1) of the companies act 2013 in the prescribed Form AOC-2 is appended as Annexure Fto the Board Report.
PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure G
During the financial year 2018-19 there were no employee in the Company whoseparticulars are required to be given in terms of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with theprovisions of section 177 of the Companies Act 2013 read with Regulation 22 of SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015.Further details inrespect of the vigil mechanism areprovided in the corporate governance report which formspart of Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Board has framed a Nomination and Remuneration Committee in accordance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Kindly refer sectionon Corporate Governance under the head Nomination Remuneration Committee' formatters relating to constitution meetings functions of the Committee and theremuneration policy formulated by this Committee. The Nomination & Remuneration policyis annexed hereto as Annexure H and forms part of this report.
An Audit Committee is in existence in accordance with the provisions of Section 177 ofthe Companies Act 2013 Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Kindly refer to the section on Corporate Governanceunder the head Audit Committee' for matters relating to constitution meetings andfunctions of the Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
A Stakeholders Relationship Committee is in existence in accordance with the provisionsof section 178 of the Companies Act 2013 and Regulation 20 of the SEBI (ListingObligations And Disclosure Requirements) Regulations 2015Kindly refer to the section onCorporate Governance under the head Stakeholders Relationship Committee' formatters relating to constitution meetings and functions of the Committee.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best corporate governance practices as prevalent globally.
Your Company has complied with the requirements of SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 regarding Corporate Governance. A Report on theCorporate Governance and Practicing Company Secretary's Certificate on Compliance ofCorporate Governance are annexed as a part of this Annual Report for the information ofthe Shareholder's. The Company has also obtained the requisite certificate from theManaging Director of the Company. The Managing Director's declaration regarding Compliancewith Company's Code of Conduct for Directors and Senior Management Personnel forms a partof the Report on Corporate Governance.
At present the Company's Equity Shares are listed at National Stock Exchange of IndiaLimited and BSE Limited and the Company has paid the Annual Listing fees to the aboveExchanges for the year 2019-20.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis of the financial condition and results of theoperations of the Company for the year under review as stipulated under SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 with the Stock Exchanges.ispresented in a separate section forming part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
a. In preparation of the Annual Accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b. The Directors had 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 the year ended on that date;
c. The Directors had 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. The Directors had prepared the Annual Accounts on a going concern basis; and
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of rating risks andincorporates risk treatment plans in strategy business and operational plans.
As per Section 134(3)(n) of the Companies Act 2013 The Board of Directors haveapproved the Risk Management Policy for the company. Some of the risks which may posechallenges are set out in Management Discussion and Analysis Report which forms part ofthis report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
The disclosures required to be given under Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 for the Financial Year 2018-19 areasfollows:
1 Number of complaints of sexual harassment received in the year: Nil
2 Number of complaints disposed off during the year: Not applicable
3 Number of cases pending for more than 90 days: Not applicable
4 Nature of action taken by the employer: Not applicable
INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):
The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
Pursuant to the approval given on 10th April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. The said standards were further amendedw.e.f. 1st October 2017. The Company is in compliance with the same.
The Director sincerely appreciates the contributions made by all the employeesassociates and business partners who have contributed towards the success of the Company.The Directors place on record their gratitude for the continuing support of Shareholdersbankers and Business associates at all levels.
For and on behalf of the board of directors
Brijgopal Bang DIN:00112203
Chairman & Managing Director
Date: August 14 2019