Your Directors take pleasure in presenting the 75th Annual Report together with theAudited Accounts for the financial year ended 31st March 2019.
1. FINANCIAL RESULTS
(Rs. In Lakhs)
| ||For the Year ended Particulars |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
| ||Standalone ||Standalone ||Consolidated ||Consolidated |
|Revenue from operations ||11641.85 ||10947.83 ||24891.83 ||21294.06 |
|Other Income ||446.14 ||841.39 ||645.62 ||817.22 |
|Total Income ||12087.99 ||11789.22 ||25537.45 ||22111.28 |
|PBDIT ||140.09 ||46.50 ||1121.22 ||283.22 |
|Less: Finance Cost ||561.28 ||505.51 ||772.28 ||695.20 |
|Less: Depreciation ||300.05 ||329.47 ||412.08 ||478.76 |
|Profit/(Loss) Before Tax & Exceptional Items ||(721.24) ||(788.48 ) ||(63.14) ||(890.74 ) |
|Exceptional items: Income/(expenses) ||- ||- ||- ||- |
|PBT ||(721.24) ||(788.48 ) ||(63.14) ||(890.74 ) |
|Provision of Taxation : Current Tax ||- ||- ||- ||- |
|Deferred Tax ||1431.52 ||(110.35 ) ||1435.42 ||(116.59) |
|Mat credit available for set off ||0 ||0 ||0 ||0 |
|Current Year & Earlier Year Tax ||0.15 ||2.54 ||(84.46) ||(28.77) |
|Other Comprehensive Income ||(28.36) ||20.69 ||1.78 ||(420.79) |
|Tax adjustments in respect of earlier years ||0 ||0 ||0 ||0 |
|PAT ||682.07 ||(875.60 ) ||1289.60 ||(1456.89 ) |
2. REVIEW OF OPERATIONS AND OUTLOOK
The total income of the Company on standalone basis for the financial year 2018-19 hasmarginally improved compared to that in the financial year 2017-18. However on aconsolidated basis thanks to the improved performance of the subsidiary companies theconsolidated income has gone up by 17%.
Due to the slowdown in the Indian economy in the last quarter of the year the trend ofthe first 3 quarters could not be maintained in the 4th quarter. It is expected that afterthe elections the Indian economy will regain its tempo and the overall businessenvironment will improve.
In view of the operating loss your Directors do not recommend any Dividend for theyear ended 31st March 2019.
4. TRANSFER TO RESERVE
The profit for the Year is Rs. 682.07 Lakhs is transferred to the Profit and Lossaccount.
5. SHARE CAPITAL
During the financial year 2018-19 there is no change in the Authorized IssuedSubscribed and Paid-up share capital of the Company. As on 31st March 2019 the Companyis having Authorized share capital of Rs. 300100000 comprising of 46170400 EquityShares of Rs. 5 each and 692480 Preference shares of Rs.100 each. The Issued Subscribedand Paid-Up Equity Share Capital of the Company as on 31st March 2019 is Rs. 143579415and the Issued Subscribed and Paid-Up Preference Share Capital of the Company as on 31stMarch 2019 is Rs.. 69248000. During the year under review the Company has issuedneither shares with differential rights as to dividend voting or otherwise nor issuedshares (including sweat equity shares) neither to the employees nor to Directors of theCompany under any Scheme. During the year under review the Company has neither issuedshares with differential rights as to dividend voting or otherwise nor issued shares(including sweat equity shares) to the employees or Directors of the Company under anyScheme.
6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
i) Quickmill Inc. Canada
Quickmill Inc. headquartered in Peterborough Ontario Canada is engaged in the designmanufacturing sales and service of large size Gantry Drilling and Milling Machines.Customers are mainly from Energy Structural Steel & Job Shop manufacturing sectors.Its revenue increased by 58% over the previous year and returned to profitability.
ii) AESA Air Engineering France
AESA SA is head quartered in France with subsidiaries in China Singapore and India. Itis engaged in the business of Air Conditioning and filtration in textile tobacconon-woven and glass fiber industries.
Its revenue increased marginally over the previous year. However its profits improvedsubstantially.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company with its Subsidiaries forms partof the Annual Report and the Accounts in accordance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Companies Act 2013 and applicable AccountingStandards prescribed by The Institute of Chartered Accountants of India.
The Board of Directors of the Company reviewed the affairs of subsidiaries of theCompany. In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a statement containing salient features of thefinancial statements of the Companys subsidiaries is given in Form No. AOC-1 at theend of this Report. The Company will make available the accounts of subsidiaries to anymember of the Company on request.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Companies Act 2013 Mrs. Sheela Bhogilal Non-executiveDirector will retire at the ensuing Annual General Meeting and being eligible offersherself for re-appointment. Your Directors recommends her reappointment. During the yearCompany has passed Special Resolution by way of Postal Ballot for continuation of Mr.Eknath Kshirsagar and Mr. Subodh Bhargava as an Independent Directors upon attaining ageof 75 years and continuation of Mr. Nirmal Bhogilal as a Chairman & Whole TimeDirector upon attaining age of 70 years.
Mrs. Sarika Singh resigned with effect from 10.08.2018 and Mr. Ganpat Sawant appointedas Company Secretary & Compliance Officer of the Company with effect from 08.02.2019.
There was no other change in the directors and KMP during the year under review.
8. INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 of the Companies Act 2013 and provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 stating that they meet thecriteria of independence as provided therein and also none of the Directors of the Companyare disqualified under Section 164(2) of the Companies Act 2013.
9. BOARD EVALUATION
In compliance with the Companies Act 2013 and Securities and Exchange Board of India(SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) theannual performance evaluation of the Non-Independent Directors Chairman and the Board asa whole (including its Committees) was carried out in the separate meeting of IndependentDirectors.
Independent Directors in their separate meeting held on 08th February 2019 reviewedperformance of the Non Independent Directors Board as a whole including committees; thesame was shared with the Board on its meeting held on 24th May 2019. All the directorpresent participated in the discussion & suggested areas of improvement/ changes.Assessment of Independent directors was shared with the Chairman of the Board who had oneto one feedback session with them. Independent Directors in their separate meeting alsoreviewed the performance of the Chairman after taking into account the views of all theDirectors.
The Nomination and Remuneration Committee reviewed the results of the annualperformance evaluation of Independent Directors in its Meeting held on 24th May 2019 andexpressed overall satisfaction on the performance of the Independent DirectorsNon-Independent Directors Chairman and the Board as a whole (including its Committees).
10. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The familiarization program seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes.
The policy on Companys familiarization program for Independent Directors isposted on the Companys website. www.batliboi.com.
11. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration policy is posted on the Companys websitewww.batliboi.com. The more details about the Nomination and Remuneration policy isprovided in corporate governance report.
12. NUMBER OF MEETINGS OF THE BOARD
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year five (5) Board Meetings and four (4) Audit Committee Meetings wereheld. The details of which are given in Corporate Governance Report that forms part ofthis Annual Report.
13. CORPORATE GOVERNANCE
In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR) a Report on Corporate Governance alongwith Compliance Certificate issued by Statutory Auditors of the Company formsintegral part of this Report.
14. EMPLOYEE STOCK OPTION SCHEME
The Company has implemented Employees Stock Option Plan (ESOP) with a view toencourage reward and retain the employees and to give them an opportunity to participatein the growth of the Company in accordance with SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 [applicable till October 27 2014] andSEBI (Share Based Employee Benefits) Regulations 2014 [applicable from October 28 2014]duly approved by the Members at their Extra Ordinary General Meeting held on 13thDecember 2011. During the year 2018-19 120000 Options were lapsed which have beenadded back to the available bank and the same will be used for re-issue of options.
The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 and Section 62(1) (b) of the Companies Act 2013 read with Rule 12(9) ofthe Companies (Share Capital and Debentures) Rules 2014 are set out in AnnexureA to this Report.
A Certificate from the Statutory Auditors of the Company as required under Regulation13 of SEBI (Share Based Employee Benefits) Regulations 2014 shall be placed at theensuing Annual General Meeting for inspection by the Members.
15. FIXED DEPOSITS
The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Particulars of Loans Guarantees given and Investments made during the year coveredunder the provisions of Section 186 of the Companies Act 2013 are given in the notes tothe Financial Statements.
17. RELATED PARTY TRANSACTIONS
All Related Party transactions that were entered into during the financial year were onthe arms length basis and were in ordinary course of business and in compliance withthe applicable provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There are no materially significant relatedparty transactions between the Company and the Promoters Directors Key ManagerialPersonnel Subsidiaries relatives or other designated persons which may have a potentialconflict with the interest of the Company at large. Accordingly particulars of contractsor arrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contract or arrangement in form AOC-2 in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable to the Company.
All Related Party Transactions were placed before the Audit Committee and have beenapproved by the Board. Omnibus approval is obtained for the transactions that are foreseenand repetitive in nature.
Your Company has formulated a policy on related party transactions which is alsoavailable on Companys website. www.batliboi.com
18. AUDIT COMMITTEE COMPOSITION
The details pertaining to composition of Audit Committee are included in CorporateGovernance report which form part of this Report.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meeting of the Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has adopted vigil mechanism policy in place to enable the Directors andemployees to have direct access to the Chairman / Managing Director or the Members of theAudit Committee. The details of the vigil mechanism is explained in the CorporateGovernance Report and also posted on the website of the Company at www.batliboi.com.
20. HUMAN RESOURCE
During the year under review industrial relations in the factory were cordial andpro-active and all employees and the Union supported productivity and process improvementmeasures undertaken at all the functions of the Company.
The Company has in place a Health Safety and Environment policy. The same is reviewedby the Board from time to time and appropriate actions are taken as directed.
21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)
Pursuant to Section 135 of the Companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during any financial year shall constitute aCorporate Social Responsibility (CSR) Committee of the Board. Your Company does not fallunder the provisions of aforesaid Section; therefore CSR Committee has not beenconstituted.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Companies Act 2013Regulation 34(2)(e) read with Schedule V of Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) is given inthis Annual Report for the year under review.
Statutory Auditors and Statutory Audit Report
Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 29th June 2017 appointed Mukund M.Chitale & Co. Chartered Accountants (Firm registration no 106655W) as statutoryauditors of the Company from the conclusion of Seventy Third Annual General Meeting tillthe conclusion of Seventy Eighth Annual General Meeting covering one term of fiveconsecutive years subject to ratification by the members at each intervening AnnualGeneral Meeting.
In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7 May 2018 ratification of auditors appointment is no longerrequired. The Statutory Auditors M/s. Mukund M. Chitale & Co. Chartered Accountantshave issued their reports on Standalone & Consolidated Financial Statements for thefinancial year 2018-19. The statutory audit report for the year 2018-19 does not containany qualification reservation or adverse remark or disclaimer made by statutory auditor.
No frauds have been reported by the Statutory Auditors during the financial year2018-19 pursuant to the provisions of Section 143(12) of the Companies Act 2013.
In accordance with the provisions of Section 148 of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 the Board has on the recommendation ofthe Audit Committee appointed M/s. Talati & Associates. at a remuneration of Rs.60000/- (Rupees Sixty Thousand Only) plus tax as applicable and re-imbursement of out ofpocket expenses as may be incurred for conducting the Cost Audit for the financial year2019-20. Prof. V.J Talati is having Fellow Membership no. 2203. Their Firm Registrationnumber is 97.
In terms of the provisions of Section 148(3) of the Companies Act 2013 read with Rule14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration payable tothe Cost Auditor is required to be ratified by the Members of the Company. Accordingly aresolution seeking Members ratification for the remuneration payable to the CostAuditor forms part of the Notice convening the ensuing Annual General Meeting.
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is required by the Company and accordinglysuch accounts and records are made and maintained. The Company has filed the Cost AuditReport for the financial year ended 31st March 2018 submitted by M/s. Talati &Associates on 26th September 2018. The Cost Audit Report for the financial year ended31st March 2019 will be filed in due course.
Secretarial Auditors and Secretarial Audit Report
M/s. Ashish Bhatt & Associates Company Secretaries were appointed as SecretarialAuditors of your Company to conduct a Secretarial Audit of records and documents of theCompany for financial year ended 31st March 2019. The Secretarial Audit Report confirmsthat the Company has complied with the provisions of the Act Rules Regulations andGuidelines and that there were no deviations or non-compliances.
The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks or disclaimers. The Secretarial Audit Report is provided in Annexure-Bto this Report.
24. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.
25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of the erstwhile provisions of Section 205C of the Companies Act 1956 theCompany had transferred Unpaid or Unclaimed dividend and interest thereon which remainedunclaimed or unpaid for a period of 7 years from the date it become due for payment to theInvestors Education & Protection Fund (IEPF) established by the Central Government.The list of Unclaimed Dividend transferred to IEPF is uploaded on Companys websiteat www. batliboi.com. As on 31st March 2019 the Company do not have any unpaid dividenddue to be transferred to Investor Education and Protection Fund.
Thus any claimant of dividend transferred above shall be entitled to claim thedividend from Investor Education and Protection Fund (IEPF) in accordance with such rulesprocedure and submission of documents as prescribed by the Central Government in thisregard.
26. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are given in the Annexure C formingpart of this Report.
Presently 28715883 Equity Shares are listed on BSE Limited Mumbai PhirozeJeejeebhoy Towers Dalal Street Mumbai - 400 001 (Scrip Code: 522004) and the Company haspaid the Annual listing fees for the financial year 2019-20.
28. SAFETY AUDIT
As per the Companys practice safety audit is conducted once in a year.Accordingly Safety Audit was conducted by an Independent Consultant.
29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressel) Act 2013and Rules framed there under the Company has implemented a policy on preventionprohibition and redressel of Sexual harassment of Women at workplace. All employees(permanent contractual temporary trainees) are covered under this policy. Accordinglyan Internal Complaint Committee has been formed and the policy on Anti-SexualHarassment is posted on the website of the Company at www.batliboi. com.
Matters handled by Internal Complaint Committee during the year 2018-19 are asfollows:-
Number of complaints on sexual harassment received during the year: NIL
Number of complaints disposed off during the year: N.A.
Number of cases pending for more than 90 days: N.A.
Nature of action taken by the Employer: N.A.
Number of Workshops: NIL
30. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is appended as Annexure D to this Report.
31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the regulators or courtsor tribunals affecting the going concern status and the Companys operations infuture.
32. PARTICULARS OF EMPLOYEES
Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of the employees of the Company are annexed to this report as AnnexureE.
In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 none of the employees are in receipt of remuneration in excess of the limitsset out in the said Rules. Statement showing the names of the top ten employees in termsof remuneration drawn is annexed to this report as Annexure F.
33. INTERNAL FINANCIAL CONTROL
The Audit Committee has established and maintained an effective Internal Control overfinancial reporting. Standard operating practices have been laid down and are beingfollowed. The criterion is also being audited and management has taken effective steps toensure adequate control over financial reporting.
34. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. In line with corporate bestpractices your Company assesses the risks in the internal and external environment whichwill monitor evaluate and execute all mitigation actions in this regards and takes allmeasures necessary to effectively deal with incidences of risk. Adequate risk managementframework capable of addressing the risks is in place.
35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR
There is no material change and commitment during the year.
36. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:-
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to 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 fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for year ended 2019;
c) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis;
e) that proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively; f) they have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating efficiently.
37. CAUTIONARY STATEMENT
Certain Statements in this Annual Report may constitute "forward-lookingstatements". These forward looking statements are subject to a number of risksuncertainties and other factors which could cause actual results to differ materially fromthose suggested by forward looking statements.Important factors that could influence theCompanys operation can be affected by global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments in India and incountries in which the Company conducts business litigation industrial relations andother incidental factors.
Your Directors take this opportunity to express and place on record their appreciationfor the continued support cooperation trust and assistance extended by shareholdersemployees customers principals vendors agents bankers financial institutionssuppliers distributors and other stakeholders of the Company.
| || ||For and on behalf of the Board of Directors |
| ||Nirmal Bhogilal ||Vivek Sharma |
| ||Chairman ||Managing Director |
| ||(DIN 00173168) ||(DIN 01541498) |
|Place : Mumbai || || |
|Date : 24.05.2019 || || |