To The Members
Your directors are pleased to present the 54th (Fifty Fourth) Annual Reportand the company's audited financial statement for the financial year ended 31st March2021.
1. Financial Highlights
The Company's financial performance for the year ended March 31 2021 is summarizedbelow: -
|Particulars || |
Year ended 31st March 2021
Year ended 31st March 2020
|Revenue from operations ||201938050 || |
|Total Expenses ||204094243 || |
|Profit Before Tax ||3190058 || |
|Tax Expense ||1591437 || |
|Profit After Tax || |
2. The Company's State of Affairs
The overall performance of the Company during the year under review was similar to lastyear. The year witnessed good demand of Jute Goods both in domestic and overseas markets.The Company is taking effective steps to further increase the capacity utilisation and tobroad base the overseas market. During the year under review the total income of theCompany was recorded Rs. 2019.38 lakhs as compared to Rs. 1905.97 lakhs for the previousfinancial year. Whereas the Profit after tax decrease to Rs. 15.98 lakhs in the reportingyear 2020-2021 as compared to Rs. 50.42 lakhs in the financial year 2019-2020.
The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges businesses & businessmodels have transformed to create a new work order. The swift transition to remote workingwas facilitated by the "Work From Home" model adopted by the Company.
The physical and emotional wellbeing of employees continues to be a top priority forthe Company with several initiatives to support employees and their families during thepandemic. The Company has reimagined employee engagement which transcends geographicbarriers by embracing virtual technologies and embraces our diverse workforce. The revenueimpact of the pandemic played out broadly along the lines that the Company had anticipatedat the start and affected all verticals with varying levels of impact.
4. Amounts Proposed to Carry to the Reserves
The profit of Rs. 15.98 lakhs earned during the year under review is being carriedforward under Reserves & Surplus.
To conserve resources for newer business activities your directors does notrecommended any dividend for the financial year ended 31st March 2021.
6. Change In Share Capital
The Companies paid-up capital continues to stand at Rs. 47994000 as on March 312021. During the year under review there was no change in the share capital of theCompany.
7. Subsidiary Joint Venture and Associates
The Company does not have any Subsidiary Joint venture and Associates Company. Hencethe requisite disclosure as per Section 129(3) of the Companies Act 2013 in Form AOC-1 isnot applicable.
8. Meetings of The Boards
The Board of Directors met 4 (Four) times during the year under review. For furtherdetails please refer to the Corporate Governance Report which forms part of this report.
9. Details of Key Managerial Personnel
During the year under review there was a change in Key Managerial Personnel in thedesignation of Company Secretary. Ms. Sneha Naredi (M.No- A54212) was appointed as theCompany Secretary and Compliance Officer of the Company w.e.f 15th September 2020 on suchterms and conditions as recommended by the Nomination and Remuneration Committee.
Mr. Mahendra Singh and Mr. Bidhan Chandra Roy continue to hold the position of ManagingDirector and Chief Financial Officer respectively. Mr. Parmeshwar Singh Whole TimeDirector Resigned w.e.f 30/06/2021.
10. Extracts of Annual Return
In compliance with Section 134(3)(a) of the Companies Act 2013 the Shareholders canfind a copy of Annual Return on the website of the company www.bangalorefortfarms.com Asper the provisions of Section 92 of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inform MGT-9 is annexed herewith as" Annexure I".
11. Management Discussion and Analysis
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms asintegral part of this Annual Report as annexed herewith as "Annexure II" of thisreport.
12. Corporate Governance
Pursuant to Regulations 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance and acertificate from a Practicing Chartered Accountants regarding compliance of conditions ofcorporate Governance are made part of this report as
Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to the Company as it does not meetthe criteria for compliance of Corporate Social Responsibility.
13. Corporate Social Responsibility
The level of operation of the company does not confirm to the minimum threshold of CSRreporting. Therefore Section 135 of the Companies Act 2013 is not applicable to theCompany.
Mr. Srinivasan Ramakrishna Iyengar Non-Executive Directors resigned w.e.f 29thSeptember 2020. Mr. Parmeshwar Singh Wholetime Director resigned w.e.f 30th June 2021.Mr. Umesh Sinha Additional Non-Executive Director was appointed w.e.f 30th June 2021.
15.Disclosure on Remuneration of Directors of The Company
Non- Executive Director and the Independent Director have voluntarily opted not to drawany remuneration or emoluments during the financial year 2020-21. No sitting fee has beenpaid 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 Directorwithin the limits prescribed under schedule V of the Companies Act 2013 and relevant rulesfrom the next financial year.
One of your Company's key strength is its people. Relation with employees remainedcordial and satisfactory during the year.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the Board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and Chairman of the Company was evaluatedtaking into account the views of executive directors and non-executive directors. TheBoard and the Nomination and Remuneration Committee reviewed the performance of individualdirectors on the basis of criteria such as the contribution of the individual director tothe board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. At the board meetingthat followed the meeting of the independent directors and meeting of Nomination andRemuneration Committee the performance of the Board its Committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire Board excluding the independent director being evaluated.
18.Internal Financial Control
Your Company has adequate Internal Financial Control System at all levels of Managementand they are reviewed from time to time. The Internal Audit is carried out in house aswell as by firm of Chartered Accountants. The Audit Committee of the Board looks intoAuditor's review which is deliberated upon and corrective action taken wherever required.
19.Policy on Director's Appointment and Remuneration
The Company's policy on Director's appointment and Remuneration including criteria todetermine qualifications positive attribute independence of Directors and other mattersprovided under section 178(3) of the Companies Act 2013 is forming part of the CorporateGovernance report.
20.Particulars of Employees
The company has no employee who is in receipt of remuneration of Rs. 850000/- permonth or Rs. 10200000/- per annum and hence the Company is not required to giveinformation 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 Companyhave drawn any remuneration or sitting fee during the year. Further there was no change inthe remuneration of any of the Key Managerial Personnel. Disclosures pertaining to section197(12) of the Companies Act 2018 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are mentioned below: - The No. ofEmployees in the Company during the year was 3.
M/s. AMK & Associates Chartered Accountants (FRN: 327817E) were appointed asStatutory Auditors of the Company at the 51st Annual General Meeting for 5consecutive years until the conclusion of the 56th Annual General Meeting. Theyearly ratification of appointment of Auditors has been done away with the amendment inthe Companies Act 2013. (As per Companies (Amendment) Act 2017 Section Notified on07.05.2018) According no resolution has been proposed. The Auditors have subjectedthemselves for the peer review process of the Institute of Chartered
Accountants of India (ICAI) and they hold a valid certificate issued by the "PeerReview Board" of ICAI.
The observations if any made by the Auditors of the Company in their report read withrelevant notes to the Accounts are self-explanatory and therefore do not call for anyfurther comments.
Pursuant to Section 138 the Company has to appoint Internal Auditor. Therefore theBoard unanimously decided and had appointed M/s. A. Bharadwaj & Co. (FRN: 329974E) asthe Internal Auditor for the Financial year 2020-2021.
The Board has appointed Mr. Pankaj Kumar Modi (M. No- A28600) Company Secretary inpractice as Secretarial Auditor to conduct the Secretarial Audit for the financial year2020-2021. The Secretarial Audit Report in Form MR-3 for the financial year ended 31stMarch 2021 is annexed herewith and marked as "Annexure IV" to this Report.
24.Risk Management Policy
The Company has identified the key risk areas which may affect the business andoperational goals of the Company. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a periodical basis.
25.Change in the Nature of the Business
During the year there has been no material change in the nature of the Business of theCompany.
26.Declaration by Independent Director
The Company has received necessary declarations from all Independent Directors undersection 149(7) of the Companies Act 2013 and SEBI (LODR) Regulations 2015 confirmingthat they meet the criteria of independence as prescribed in section 149(6) of theCompanies Act 2013.
27.Non-Disqualification of Directors
None of the Directors of the Company are disqualified or debarred and the certificatefor the same from the Practicing Company Secretary is annexed as Annexure- V.
28.Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and out go
A. (a) Particulars of Conservation of Energy Technology Absorption
The Provisions of Section 134(M) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.
(B) Foreign Exchange Earnings and outgo
During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.
Your Company has not accepted any fixed deposits and it does not have any outstandingdeposits under Section 73 of the Act read with the Companies (Acceptance of deposits)Rules 2014 as at year ended 31st March 2021.
30.Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
31.Contracts and Arrangements with Related Parties
All transactions entered into with the Related Parties in terms of section 2(76) andAccounting Standard 18 during the financial year were in the ordinary course of businessand on arm's length basis and do not attract the provisions of the section 188 of theCompanies act 2013. There were no Material Related Party Transaction during the year.Thus disclosure in form AOC-2 is not required.
32.General Shareholding Information
General Shareholding Information is given in the Report on Corporate Governance Reportforming part of this Annual Report.
33.Qualification Reservation or Adverse Remark in Statutory Audit Report andSecretarial Audit Report
There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Audit Report to the Financial Statements and by the Secretarial Auditor in itsSecretarial Audit Report for the financial year ended March 31 2021.
34.Details of Significant and Material orders passed by the Regulators or Courts orTribunals
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 theregulators or courts impacting the going concern status of the Company and its futureoperations.
35.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 GovernanceReport of above said committees which is a part of this report. All recommendations madeby the Audit Committee during the year were accepted by the Board.
36.Vigil Mechanism/Whistle Blower Policy
Pursuant to the provision of Section 177(9) & (10) of the Companies act 2013 avigil Mechanism for Directors and employees of the Company to report genuine concerns hasbeen established. The Vigil
Mechanism/Whistle Blower Policy has been uploaded on the Company's Website atwww.bangalorefortfarms.com
37.Familiarization Programme for Independent Directors
In accordance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place various programme tofamiliarize Independent Directors with respect to the nature of the industry in which theCompany operates business model roles and responsibilities of Independent Directors etc.
38.Prevention of Sexual Harassment at Workplace
The Company has adopted a policy with the name "Anti Sexual HarassmentPolicy". The policy is applicable to all the employees of the Company as well asnon-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 ofSexual Harassment.
39.Directors Responsibility Statement
Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act2013 your Directors confirm as under: a) That in the preparation of the annual accountthe applicable accounting standards has been followed and there are no material departuresfrom the same. b) That the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year i.e. March 31 2021 and of the profit of the Company for the year ended onthat date; c) That the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d) That the directors have prepared the annual accounts on going concernbasis. e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and f) That the directors have devised proper system to ensure compliancewith the provisions of applicable laws and that such systems are adequate and operatingeffectively.
The Directors place on record their appreciation for the valued contribution andcommitment made by the employees at all levels. They further express their sinceregratitude to the Banks Government Authorities Customers suppliers and all stakeholdersfor their continued co-operation and support extended towards the Company. The Directorsalso thank the Government of India Governments of various states in India Governments ofvarious countries and concerned Government departments and agencies for theirco-operation. The Directors mourn the loss of life due to COVID-19 pandemic and are deeplygrateful and have immense respect for every person who risked their life and safety tofight this pandemic.
The Directors appreciate and value the contribution made by every member of the BFFLfamily.
| ||FOR AND ON BEHALF OF BOARD OF DIRECTORS |
|Sd/- ||Sd/- |
| ||Parmeshwar Singh |
|Mahendra Singh Managing Director ||Whole Time Director |
|DIN: 07692374 ||DIN: 08209519 |
Date: 30th June 2021