Your Directors are pleased to present the 52nd (Fifty Second) Annual Report and the company's audited financial statement for the financial year ended 31st March 2019.
The Company's financial performance for the year ended March 31 2019 is summarized below:-
|Amount in (Rs.)|
|Particulars||Year ended 31st March 2019||Year ended 31st March 2018|
|Revenue from operations||171939240.00||97994617.00|
|Profit Before Tax||5049690.00||3544773.00|
|Profit After Tax||5800835.00||2734841.00|
THE COMPANY'S STATE OF AFFAIRS:
The overall performance of the Company during the year under review was similar to last year. The year witnessed good demand of Jute Goods both in domestic and overseas markets. Overall the operations yielded better returns and the Company was able to maintain and surpass last year's the Net profit amounting to Rs 5800835 even after absorbing additional expenses.
During the year under review the Company set up an export oriented unit at Falta Special Economic Zone and has commenced its business and within a short span was able to achieve satisfactory growth in Sales through better utilisation of the installed capacity. The Company is taking effective steps to further increase the capacity utilisation and to broad base the overseas market.
AMOUNTS PROPOSED TO CARRY TO THE RESERVES:
The entire profit of Rs.5800835 earned during the year under review is being carried forward under Reserves & Surplus.
To conserve resources for newer business activities your Directors have decided not to recommend any dividend for the year ended 31st March 2019.
CHANGE IN SHARE CAPITAL:
The Companies paid-up capital continues to stand at Rs. 47994000 as on March 31 2019. During the year under review there was no change in the share capital of the Company.
SUBSIDIARY JOINT VENTURE AND ASSOCIATES:
The Company does not have any Subsidiary Joint venture and Associates Company. Hence the requisite disclosure as per Section 129(3) of the Companies Act 2013 in Form AOC-1 is not applicable.
MEETINGS OF THE BOARDS:
The Board of Directors met 7 (Seven) times during the year under review. For further details please refer to the Corporate Governance Report which forms part of this report.
DETAILS OF KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Mahendra Singh was appointed as the Managing Director (KMP) and Mr. Parmeshwar Singh was appointed as the Whole time Director in the 51st annual general meeting of the Company for a term of 5 yrs on such terms and conditions as recommended by the Nomination and Remuneration Committee.
Mr. Bidhan Chandra Roy was appointed as the Chief financial officer w.e.f 1st August 2018 in place of Mr. Subir Kumar Dasgupta who resigned as the Chief Financial officer on 31st July 2018.
Ms. Archana Singh continues to hold the position of Company Secretary (Key Managerial Personnel) in compliance with the provisions of Section 203 of the Companies Act 2013.
EXTRACTS OF ANNUAL RETURN:
In compliance with Section 134(3)(a) of the Companies Act 2013 the Shareholders can find a copy of Annual Return on the website of the company www.bangalorefortfarms.com
As per the provisions of Section 92 of the Companies Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure I.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms as integral part of this Annual Report as annexed herewith as Annexure II of this report.
Pursuant to Regulations 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separate section on Corporate Governance and a certificate from a Practicing Chartered Accountants regarding compliance of conditions of corporate Governance are made part of this report as Annexure-III.
Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 is not applicable to the Company as it does not meet the criteria for compliance of Corporate Social Responsibility.
In accordance with the provision of section 152 of the Companies Act 2013 and the Articles of Association of the Company Mr. Srinivasan Ramakrishna Iyengar retires by rotation at the ensuring Annual General Meeting of the Company and being eligible offers himself for re- appointment.
Ms. Archana Singh was appointed as additional director w.e.f 11th August 2018 and further regularized as Director in Annual General Meeting of the Company.
Mr. S.V. Ramani and Mrs. Santa Ghosh Independent Directors resigned w.e.f 4th February 2019 and on recommendation of the nomination & remuneration committee the Board appointed Mr. Aman Jain as an Additional Non-Executive Independent Director w.e.f 6th February 2019.
DISCLOSURE ON REMUNERATION OF DIRECTORS OF THE COMPANY:
Non- Executive Director and the Independent Director have voluntarily opted not to draw any remuneration or emoluments during the financial year 2018-19. No sitting fee has been paid to any of the directors for attending Board Meetings during the year under review.
However the Company has decided to pay remuneration to Mahendra Singh Managing Director and Mr. Parmeshwar Singh Whole time director within the limits prescribed under schedule V of the Companies Act 2013 and relevant rules from the next financial year.
One of your Company's key strength is its people. Relation with employees re mained cordial and satisfactory during the year.
The annual evaluation of all the Directors individually including the Independent Director & Chairman and the Board as a whole was conducted based on the criteria and frame work adopted by the Board. The manner in which the evaluation has been carried out is explained in the Report of Corporate Governance which forms a part of the Annual Report.
INTERNAL FINANCIAL CONTROL:
Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor's review which is deliberated upon and corrective action taken wherever required.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Company's policy on Director's appointment and Remuneration including criteria to determine qualifications positive attribute independence of Directors and other matters provided under section 178(3) of the Companies Act 2013 is forming part of the Corporate Governance report.
PARTICULARS OF EMPLOYEES:
The company has no employee who is in receipt of remuneration of Rs. 850000/- per month or Rs. 10200000/- per annum and hence the Company is not required to give information under Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
None of the Directors of the Company have drawn any remuneration or sitting fee during the year. Further there was no change in the remuneration of any of the Key Managerial Personnel.
Disclosures pertaining to section 197(12) of the Companies Act 2018 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are mentioned below:
- The No. of Employees in the Company during the year was 8.
M/s. AMK & Associates Chartered Accountants (FRN: 327817E) were appointed as Statutory Auditors of the Company at the 51st Annual General Meeting for 5 consecutive years until the conclusion of the 56th Annual General Meeting.
The yearly ratification of appointment of Auditors has been done away with the amendment in the Companies Act 2013. (As per Companies (Amendment) Act 2017 Section Notified on 07.05.2018)
According no resolution has been proposed.
The Auditors have subjected themselves for the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.
The observations if any made by the Auditors of the Company in their report read with relevant notes to the Accounts are self-explanatory and therefore do not call for any further comments.
Pursuant to Section 138 the Company has to appoint Internal Auditor. Therefore the Board unanimously decided and had appointed M/s. A.Bharadwaj & Co. (FRN: 329974E) as the Internal Auditor for the Financial year 2018-19.
The Board has appointed Mr.Pankaj Kumar Modi (M.No- A28600) Company Secretary in practice as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March 2019 is annexed herewith and marked as Annexure IV to this Report.
RISK MANAGEMENT POLICY:
The Company has identified the key risk areas which may affect the business and operational goals of the Company. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a periodical basis.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year there has been no material change in the nature of the Business of the Company.
COMMENCEMENT OF NEW UNIT IN FALTA SEZ:
During the year under review the Company set up a manufacturing & export oriented unit at Falta Special Economic Zone and has commenced its business and within a short span was able to achieve satisfactory growth in Sales through better utilisation of the installed capacity. The Company is taking effective steps to further increase the capacity utilisation and to broad base the overseas market.
DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received necessary declarations from all Independent Directors under section 149(7) of the Companies Act 2013 and SEBI (LODR) Regulations 2015 confirming that they meet the criteria of independence as prescribed in section 149(6) of the Companies Act 2013.
NON-DISQUALIFICATION OF DIRECTORS:
None of the Directors of the Company are disqualified or debarred and the certificate for the same from the Practicing Company Secretary is annexed as Annexure- V.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:
(a) Particulars of Conservation of Energy Technology Absorption
The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.
(b) Foreign Exchange Earnings and outgo
During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.
CORPORATE SOCIAL RESPOSIBILITY (CSR):
The level of operation of the company does not confirm to the minimum threshold of CSR reporting. Therefore Section 135 of the Companies Act 2013 is not applicable to the Company.
Your Company has not accepted any fixed deposits and it does not have any outstanding deposits under Section 73 of the Act read with the Companies (Acceptance of deposits) Rules 2014 as at year ended 31st March 2019.
PARTICULARS OF LOANS GURANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with the Related Parties in terms of section 2(76) and Accounting Standard 18 during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of the section 188 of the Companies act 2013. There were no Material Related Party Transaction during the year. Thus disclosure in form AOC-2 is not required.
GENERAL SHAREHOLDING INFORMATION:
General Shareholding Information is given in the Report on Corporate Governance Report forming part of this Annual Report.
QUALIFICATION RESERVATION OR ADVERSE REMARK IN STATUTORY AUDIT REPORT AND SECRETARIAL AUDIT REPORT:
There is no qualification reservation or adverse remark made by the Statutory Auditors in their Audit Report to the Financial Statements and by the Secretarial Auditor in its Secretarial Audit Report for the financial year ended March 31 2019.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there are no significant and material order passed by the regulators or courts impacting the going concern status of the Company and its future operations.
COMMITTEES OF THE BOARD:
The Board has constituted the following committees:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Share Transfer & Stake holders/Investors Grievances Committee
The details with respect to the composition powers roles and terms of reference etc of relevant committees of the Board of Directors are given in the Corporate Governance Report of above said committees which is a part of this report.
All recommendations made by the Audit Committee during the year were accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provision of Section 177(9) & (10) of the Companies act 2013 a vigil Mechanism for Directors and employees of the Company to report genuine concerns has been established. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the Company's Website at www.bangalorefortfarms.com
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has put in place various programme to familiarize Independent Directors with respect to the nature of the industry in which the Company operates business model roles and responsibilities of Independent Directors etc.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has adopted a policy with the name Anti Sexual Harassment Policy. The policy is applicable to all the employees of the Company as well as non-employees of the companies that are business associates vendors trainees if any. During the Financial Year under review the Company has not received any complaints of Sexual Harassment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act 2013 your Directors confirm as under:
a) That in the preparation of the annual account the applicable accounting standards has been followed and there are no material departures from the same.
b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. March 31 2019 and of the profit of the Company for the year ended on that date;
c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the directors have prepared the annual accounts on going concern basis.
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and
f) That the directors have devised proper system to ensure compliance with the provisions of applicable laws and that such systems are adequate and operating effectively.
The Directors place on record their appreciation for the valued contribution and commitment made by the employees at all levels. They further express their sincere gratitude to the Banks Government Authorities Customers suppliers and all stakeholders for their continued co-operation and support extended towards the Company.
For and on Behalf of Board of Directors
|Mahendra Singh||Parmeshwar Singh|
|Date: 28th May 2019|