To The Members of
BETEX INDIA LIMITED
Your Directors have pleasure in presenting the 31ST Annual Report andAudited Statement of Accounts for the year ended 31st March 2018.
Your Company has delivered a mixed performance despite considerable headwinds. TheCompany has registered consolidated revenue of Rs. 51.25 Crores with Net Profit of Rs.0.91 Crores. We remained resolute and relentless in our quest for strengthening ourcost-competiveness better management of working capital and operational excellence acrossall businesses.
| || ||(Rs. In Lacs) |
|Particulars ||2017-18 ||2016-17 |
|Sales & Income from operation ||5125.01 ||5790.66 |
|Other Income ||24.72 ||8.23 |
|Profit before Financial cost Depreciation and Exceptional items & Tax (EBIDTA) ||304.75 ||369.01 |
|Finance Cost ||96.34 ||110.12 |
|Depreciation ||118.99 ||144.13 |
|Profit before Tax ||89.42 ||114.76 |
|Provision for Taxation || || |
|Current tax ||17.19 ||21.87 |
|Mat Credit ||-7.16 ||-9.58 |
|Deferred Tax ||-11.31 ||-8.93 |
|Profit after Tax ||90.71 ||111.40 |
|Taxation for previous year ||- ||- |
|Profit available for appropriation ||90.71 ||111.40 |
|Dividend on Equity & Pref. Shares ||- ||- |
|Transfer to General Reserve ||33.44 ||33.44 |
Income from operation of the company has decreased from Rs. 5790.66 Lacs to Rs. 5125.01Lacs. EBIDTA has been decreased from Rs. 369.01 Lacs to Rs. 304.75 Lacs andNet profit after Tax has been decreased from Rs. 111.40 Lacs to Rs. 90.71Lacs in comparison to Previous year. Our earning per shares stand at Rs. 6.05
The Board of directors do not recommended declaring dividend during the year due toploughing back the profit to be utilized in the setting up new modification cum expansionprograms and general corporate purposes.
As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2018 almost 78.11% of the Company's total paid-up capitalrepresenting 1500000 shares were in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization on either of the Depositories.
The Company has not invited deposits from public in accordance with the Section 73 and74 of the Companies Act 2013 (corresponding Section 58 A of the Companies Act 1956).
Mr. Ritesh Kumar Somani (DIN: 01402114) is being retired by rotation and beingeligible offers himself for re-appointment.
The company has also received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed under both theCompanies Act 2013 and Regulation 16 of SEBI (LODR) Regulations 2015 of the ListingAgreement with the Stock Exchanges.
DETAILS OF COMMITTEE DIRECTORS
The Committee shall comprise of at least two non-executive directors. The Board mayappoint the Chairperson of the Committee whether executive or non-executive as member ofthis committee. The Audit Committee and Nomination & Remuneration Committee werere-constituted on 01.10.2015.
Composition of Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship/Grievance Committee as prescribed under both the Companies Act 2013 andSEBI (LODR) Regulations 2015 are disclosed in this Annual Report.
Your Company shall not be mandatorily required to submit Corporate Governance Report asthe equity share capital and net worth of the Company is less than required limits as onthe last date of the previous financial year. Provided that where the provision of the Actbecomes applicable to the Company at a later date the Company shall comply with therequirement within six month from the date on which the provisions become applicable tothe Company.
a) Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules 2014 the Members at the29th Annual General Meeting of the Company held on September 30 2016appointed M/s. B. Chordia & Co. Chartered Accountants (ICAI Registration No.:0121083W) as Statutory Auditors of the Company to hold the office until the conclusion ofthe next Annual General Meeting of the Company. Members are requested to re-appoint themat the Annual General Meeting.
b) Secretarial Auditors
M/s. Dhiren R. Dave Practising Company Secretaries (CP No. 2496 Membership No. 4889)were appointed as Secretarial Auditor to conduct secretarial audit of the company for thefinancial year 2017-18. The Secretarial Audit Report for the financial year ended 31March 2018 is annexed herewith and forms part of the Annual Report as Annexure-1The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
The Board has re-appointed Dhiren R. Dave Practising Company Secretaries asSecretarial Auditors of the Company for the financial year 2018-19.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges the Management Discussion and Analysis Reportfor the FY 2017-18 duly reviewed by Audit Committee and approved by Board forms part ofthis Annual Report.
PERSONNEL AND RELATD DISCLOSURES
The Board of Directors wishes to express their appreciation to all the employees fortheir outstanding contribution to the operations of the company. Pursuant to theprovisions of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 no employee is drawing remuneration in excess of the prescribed limits. Your companyalso appreciates that revenue and profit growth cannot take place without the rightequality of people. To that effect your company has undertaken a series of measures thatensures that the most appropriate people are recruited in to the organization.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure-2 forming part of theAnnual Report.
INTERNAL CONTROL SYSTEM
Your Company has a well established Internal Control system to ensure an effectiveinternal control environment that provides assurance on the efficiency of conductingbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures. TheInternal Auditor certifies on the assurance of adequacy of Internal Control System onquarterly basis which are regularly reviewed by the Audit Committee. Independence of theaudit is ensured by the direct reporting of internal audit function to the Audit Committeeof the Board.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an integral part of the Company's ethos and policyand it has been pursuing on a sustained basis.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the companyand the initiatives undertaken by the company on CSR activities during the year are setout in Annexure of this Report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014 Annexure-3. The Policy is available on thewebsite of the Company.
The Company continued to maintain harmonious and cordial relations with its workers inall its businesses during the year under report. Your company firmly believes that adedicated work force constitute the primary source of sustainable competitive advantage.
Risk Management is the systematic process of understanding measuring controlling andcommunicating organization's risk exposures while achieving its objectives. The company'srisk management policy stems from a philosophy of pursuing sustainable growth and creatingeconomic value while calibrating and mitigating risks. The Board of Directors regularlyreview risks and threats and takes suitable steps to safeguard its interest and that thereis no element of risk identified that may threaten the existence of the Company.The focusshifts from one area to another area depending upon the prevailing situation. The RiskManagement Policy has been reviewed and found adequate to the requirements of the Companyby independent firms of Chartered Accountants and approved by the Board. A detailed reporton significant risks and mitigation is forming part of Management's Discussion andAnalysis.
All the properties of the Company including buildings plant and machineries and stockshave been adequately insured.
EMPLOYEE STOCK OPTION
The company has not issued any Employee Stock Option.
ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
Information in accordance with the provisions of Section 134 (3) (m) of the CompaniesAct 2013 regarding conservation of energy technology absorption and foreign exchangeearnings and outgo is given in the Annexure-4 forming part of this report.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTY
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made there under are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited by the Risk Assurance Department and a statement giving details of all RelatedParty Transactions are placed before the Audit Committee and the Board for review andapproval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 in prescribed Form MGT-9 (Annexure-5)is forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgements 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 and loss of the Company for that period;
(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 the ANNUALREPORT 2017-18 assets of the Company and for preventing and detecting fraud and otherirregularities;
(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act 2013 read withSchedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for its Board of Directors and senior management andemployees the Company has formulated a comprehensive Code of Conduct (the Code). The Codeis applicable to Directors and senior management and employees to such extent as may beapplicable to them depending upon their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode reflects the values of the Company viz. Customer Value Integrity one team andExcellence.
A copy of the Code has been uploaded on the Company's website www.betexindia.com. TheCode has been circulated to all the Directors and Management Personnel and its complianceis affirmed by them annually.
A declaration signed by the Company's Managing Director for the compliance of thisrequirement is published in this Report.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
WHISTLE BLOWER MECHANISM
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the Company has adopted a Vigilmechanism/Whistle Blower Policy. This policy is also uploaded on the website of thecompany i.e. www.betexindia.com
DISCLOSURE RELATED TO BOARD COMMITTEES AND POLICIES
A) BOARD MEETINGS:
The Board of Directors met 12 times during the financial year ended 31stMarch 2018 in accordance with the provisions of the Companies Act 2013 and rules madethere under.
B) COMMITTEE MEETINGS:
The Audit Committee of the Board comprises of Mr. Mangilal Lahoti (Chairman) Mrs.Deepa Dinesh Agarwal Member and Mr. Mahesh Kumar Somani Member.
All recommendations made by the Audit Committee were accepted by the Board during theyear 2017-18.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of Mr. Mangilal Lahoti(Chairman) Mr. Mahesh Kumar Somani Member and Mrs. Deepa Dinesh Agarwal Member.
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015(as may be amended from time to time). Emphasis is given to persons from diverse fields orprofessionals.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee review and ensures redressal of investor grievances. The StakeholdersRelationship Committee of the Board comprises of Mr. Mahesh Kumar Somani (Chairman) Mr.Ritesh Somani Member Mr. Mangilal Lahoti Member and Mrs. Deepa Dinesh Agarwal Member.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has laid down the Company's policy on Corporate Social Responsibility (CSR)and the CSR activities of the company are carried out as per the instructions of theCommittee.
The CSR committee of the Board comprises of Mr. Mahesh Kumar Somani Chairman Mr.Ritesh Kumar Somani Member and Mr. Mangilal Lahoti Member.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has in place Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act; 2013. All employees (permanent contractual temporary trainees) arecovered under this policy
Your Directors state that during the year under review there were no cases filedpursuant to The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Nomination & Remuneration Policy
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRegulation 19 SEBI (Listing Obligations and Disclosure Requirement (as may be amended fromtime to time). Emphasis is given to persons from diverse fields or professionals.
a) Ability to contribute and monitor our corporate governance practices.
b) Ability to contribute by introducing international practices to addresstop-management issues.
c) Active participation in long-term strategic planning.
d) Commitment to the fulfilment of a director's obligations and fiduciaryresponsibilities.
The Nomination and Remuneration Committee has framed the "NOMINATION &REMUNERATION AND EVALUATION POLICY "Annexure 6(i) and "POLICY ON BOARDDIVERSITY (Annexure - 6(ii)" forming part of this Annual Report.
KEY MANAGERIAL PERSON
Mr. Manish Kumar Somani the Executive Director and Chief Financial Officer Raj KumarSomani Managing Director and Miss Khushboo Vaishnav* the Company Secretary andCompliance officer of the Company are the Key Managerial Personnel of the company.
* Miss Khushboo Vaishnav Company Secretary and Compliance officer of the Company hadresigned from her post w.e.f. 19/12/2017.
Your Directors would like to express their grateful appreciation for the assistance andcooperation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation for devoted services of the Executives Staff and workers ofthe Company for its success.
| ||On behalf of the Board of Directors |
| ||Sd/- |
|Place: Surat ||Mahesh Kumar Somani |
|Dated: 13.08.2018 ||Chairman |