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Bharat Textiles & Proofing Industries Ltd.

BSE: 531029 Sector: Industrials
NSE: N.A. ISIN Code: INE201N01019
BSE 00:00 | 24 May Bharat Textiles & Proofing Industries Ltd
NSE 05:30 | 01 Jan Bharat Textiles & Proofing Industries Ltd
OPEN 6.32
PREVIOUS CLOSE 6.32
VOLUME 100
52-Week high 6.32
52-Week low 6.32
P/E 17.08
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.32
CLOSE 6.32
VOLUME 100
52-Week high 6.32
52-Week low 6.32
P/E 17.08
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Textiles & Proofing Industries Ltd. (BHARATTEXTILES) - Director Report

Company director report

To

The Members

Your Directors are pleased to present their Thirtieth Annual Report together with theaudited financial statements of the Company for the year ended 31st March2020:

1. FINANCIAL RESULTS IN STANDALONE BASIS:

During the year under review your company has achieved the following financial results:

Amount in Lakhs

For Financial Year ended 31/03/2020 For Financial Year ended 31/03/2019
Total Income 1414.41 1516.36
Total Expenditure 1376.84 1493.62
Profit/(loss) before Interest Depreciation & Tax (EBITDA) 1242.00 1342.95
Finance Charges 84.76 102.06
Depreciation 50.07 48.61
Profit/(loss) before Tax 37.47 22.74
Tax Expense 9.78 8.67
Net Profit/(Loss) After Tax 27.80 14.07
Profit/(Loss) carried to Balance Sheet 27.80 14.07
The proposed appropriations are
Proposed Dividend 0 0
Corporate dividend tax 0 0
General reserve 0 0
Balance carried forward 27.80 14.07
Earnings Per Share Basic (0.47) (0.24)
Diluted (0.47) (0.24)
No.of Shares 5857140 5857140

2. PERFORMANCE OF THE COMPANY:

During the year your Company has made a total income of Rs.141441164. During theyear under review there has been a decrease in the income to an extent of INR 10195500.However due to the reduction in the expenses to an extent of INR 11678525 Net Profitsof the Company have increased to INR 1483025.

BTPIL is one of the leading exporters of canvas fabric. Over the years the Company hasearned a respectable reputation for our Quality Consistency and services. The Companynormally export its products to Australia Dubai U.K. U.S.A. Srilanka West IndiesSouth Africa Algeria New Zealand U.A.E. Etc.

RANGE OF PRODUCTS INCLUDES:

Truck Covers

Grey cotton canvas/duck

Polyester-Cotton 100% Polyester Canvas

Chemically processed canvas Waterproof Rot proofed canvas

Fire Retardant Canvas

Army ducks and Number ducks

Relief Tents

Bags Tents Sleeping Bag Materials Etc.

Further the company has also started operations at Tada. A new factory has been set upand the operations are in full swing since April 2018.

3. OUTLOOK OF THE COMPANY

Your Company intends to focus on the timely completion of its projects despite beingfaced with the number of industrial risks. Your company will be facing them with full zealand gist and will be able to overcome and withstand the risks enumerated envisaging futureoutlook.

4. CHANGE IN NATURE OF BUSINESS IF ANY

Your Company has not deviated its line of business activity nor has expanded the areaof activities; therefore there is no change in the nature of business for the year underreview.

5. DIVIDEND

In view of the results achieved and to conserve the resources of the company for thefuture expansion modernization & working capital purpose your directors do notrecommend any dividend for this year.

6. RESERVES

During the year under review your Company has not transferred any amount to theReserves account.

7. SHARE CAPITAL

There was no further issue of shares during the year. The Capital structure of theCompany is as follows:

Share Capital 31.03.2020 31.03.2019
(a) Authorised share Capital 12000000 Equity Shares of Rs 10/- each 120000000 120000000
(b) Issued Subscribed and fully paid upshare capital 5857140 fully paid Equity Shares of Rs 10/- each 58571400 58571400
58571400 58571400

Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries associate and joint ventures therefore disclosingthe names of the respective entities does not arise.

9. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY OCCURRING AFTER BALANCE SHEET DATE

There are no material changes or commitments likely to affect the financial position ofthe Company which is having an impact on the functioning and working of the Company. Theoperations of the Company have been effectively being managed and the Management shallreview the performance from time to time in order to monitor the business activities ofthe Company.

10. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE

COMPANIES ACT 2013

There were no loans guarantees and investments under Section 186 of the Companies Act2013 during the year 2019-20.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED

TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013

All transactions entered by the Company during the financial year 2019-20 with relatedparties were on an arm's length basis in the ordinary course of business and were incompliance with the applicable provisions of the act.

Approval of Audit committee was taken for entering into transaction with relatedparties and the transactions were reviewed on a quarterly basis.

There were no materially significant transactions with Related Parties during thefinancial year 2019-20 which were in conflict with the interest of the Company. Thedetails of contracts and arrangements with related parties as referred to in Section188(1) of the Companies Act 2013 are given as Annexure –I to the Board's Report inForm AOC-2.

Related party Transactions:

The details of the Related Party Transactions are furnished in the Financial Statementsattached to this Report. All the related party transactions have been on an arm's lengthbasis.

12. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return in Form MGT-9 is enclosed as Annexure-II.

13. DEPOSITS

The Company has not accepted any deposits under Chapter-V of the Companies Act 2013.

14. INTERNAL AUDITORS

The Board had reappointed the A.K. Lunawath & Associates Chartered Accountants astheir internal auditors on the 25th May 2019 wherein the requisite filingshave been completed. The Company has carried out the internal audit for every quarterduring the year 2019-20 by A.K. Lunawath & Associates Chartered Accountants and thereports issued by the respective Auditor have also been considered and taken on record.All such submissions have made to the Stock Exchange.

15. STATUTORY AUDITORS

At the Annual General Meeting held in the year 2018 M/s. Chandarana & SanklechaChartered Accountants Chennai were appointed for a period of 5 years and they shall holdoffice until the conclusion of the Annual General Meeting to be held for the financialyear 2022-23 on such remuneration as may be determined by the Board of Directors. TheAuditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

The Auditors' report on the financial statements for the year 2019-20 does not containany qualification or adverse remark.

16. COST AUDITORS.

Cost Audit is not applicable to the Company. The Central government has not specifiedmaintenance of cost records for the Company under sub – section (1) of section 148 ofthe Companies Act 2013. Therefore there is no requirement for appointment of CostAuditors.

17. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. K.V.Sampathkumar Practising Company Secretary (Membership No. 106) as theSecretarial Auditor of the Company for the financial year 2019-20.

The report of Secretarial Audit for 2019-20 is attached herewith as Annexure III.

18. COMMENTS ON QUALIFICATIONS MADE IN SECRETARIAL AUDIT REPORT

The Following qualifications were made in the secretarial audit report;

 

1. The validity of the license as obtained under The Factories Act 1948 for afactory located in Gummidipoondi has expired in 2018. The site is locked down due tostrike. Accordingly the same stands expired till date.

2. Section 203 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 mandates every listed company toappoint a whole time Company Secretary. Ms. Priyanka Tater Company Secretary had resignedwith effect from 31st March 2018. The Company has not complied with the above provisionsduring the period under review. However Mr. Shiv Ratan Jhawar was appointed as theCompany Secretary and Compliance Officer with effect from 01 October 2020.

3. The Company has not filed eForm Active INC-22A due to the pendency in theappointment of a Whole-time Company Secretary during the year under review. However thesame was filed on 12 November 2020.

Further due to the delay in filing of eForm INC-22A the Company could not intimatethe Registrar of Companies in DIR-12 with respect to the appointment of Mr. Krishna KumarBhandari and Mrs. Veena Bhandari as Additional Directors in the Board of the Companyduring the year under review within the prescribed due dates.

4. The Company is listed with the Bombay Stock Exchange. The Company is requiredto pay listing fees. The Company has not paid the listing fees for 2017-18 2018-19 and2019-20.

5. In contravention of Regulations 31(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 read with SEBI Circular No. CIR/CFD/CMD/13/2015dated 30th November 2015 39.34% of the total promoter shareholding is not held inDematerialised form.

6. The Company has not disclosed the necessary information on its website as perRegulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.

7. During the year under review there was a delay in reporting the AnnualReport for the Financial Year 2018-19 under Regulation 34 of the SEBI (LODR) Regulations2015.

With respect to the above qualifications the Board would like to reply that;

1. The Company has initiated necessary steps to comply with the provisions of thelabour laws towards renewing such licenses.

2. The Company has not appointed a Whole-time Company Secretary as per the provisionsof the Companies Act 2013 during the year under review. However Mr. Shiv Ratan Jhawarwas appointed as the Whole-time Company Secretary and Compliance Officer with effect from01 October 2020.

3. Due to delay in appointment of Whole-time Company Secretary the Company could notfile eForm INC-22A within the prescribed due date. However the same has been filed on 12November 2020. Further the Company is in the process of the filign the eForms DIR-12pertaining to appointment of Mr. Krishna Kumar Bhandari and Mrs. Veena Bhandari.

4. The Company is in the process of making the payments.

5. The Company has initiated steps to comply with the same and letters have been sentto promoters requesting for dematerialisation and providing PAN details.

6. The Company has initiated necessary steps to comply with the provisions pertainingto the website disclosures.

7. Due to lack of resource the Company could not comply with reporting requirementswithin the prescribed time limit.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies act 2013 the Board of Director's to thebest of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii. had 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 profitof the company for that period;

iii. had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

iv. had prepared the annual accounts on a going concern basis; and

v. had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has in all 8 Directors with considerable professional experience indivergent areas connected with corporate functioning. The Board is headed by Mr. AjeetKumar Managing Director and Mr. Anil Bhandari Whole-time Director of the Company who areentrusted with the substantial powers of the management of the Company subject to thesuperintendence control and directions of the Board and has Smt. Shikha Bhandari as aWoman Director on the Board. The Board has three Non-executive Independent Directorsnamely Shri. Mahendrakumar Bhandari Shri. Sivaraman Uthayakumar and Shri S JanarthanamUdayakumar. Further Mr. Krishna Kumar Bhandari and

Mrs. Veena Bhandari were inducted into the Board as Non-executive Additional Directorswith effect from 14 February 2020 and 12 March 2020 respectively.

Name of Director Category of Director No. of Director-ships in other Companies
Mr. Ajeet Kumar P/MD NIL
Mr. Anil Bhandari P/ED NIL
Mr. Krishna Kumar P/NED NIL
Mrs. Veena Bhandari P/NED NIL
Mr. Shikha Bhandhari NED NIL
Mr. Mahendra Kumar Bhandari I/NED NIL
Mr. Sivaraman Uthayakumar I/NED NIL
Mr. S Janarthanam Udayakumar I/NED NIL
P Promoter MD Managing Director
ED Executive Director NED Non-Executive Director
I Independent - -

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. AjeetKumar Bhandari will be retiring by rotation at the ensuing Annual General Meeting and iseligible for re-appointment. Brief particulars and expertise about him has been given inthe annexure to the Notice of the Annual general Meeting in accordance with therequirements of listing regulations.

Accordingly the resolution seeking the approval of the members for the above saidre-appointment has been incorporated in the notice of the Annual General Meeting of thecompany.

Apart from the above no other Key Managerial Personnel was appointed or retired orresigned during the year under review.

Excepting Shri. Ajeet Kumar and Shri. Anil Bhandari whose transactions with thecompany have been reported under the related parties disclosure under notes to theaccounts none of the other non-executive directors has had any pecuniary relationship ortransactions with the company other than the receipt of sitting fee for the meetings ofthe Board and Committees thereof attended by them.

21. POLICY ON APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING

QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

 

A. Composition of Committee: The Nomination and Remuneration Committeecomprised of the following directors for the year ended 31st March 2020:

1. Mr. Mahendrakumar Bhandari - Chairman

2. Mr. S Janarthanam Udayakumar – Member

3. Mr. Sivaraman Uthayakumar – Member

The Nomination and Remuneration committee is responsible for developing competencyrequirements for the Board and in this regard conducts a gap analysis to determine theBoard composition on a periodic basis including each time a Director appointment orreappointment is required. The committee has framed a policy to determine thequalifications positive attributes and independence of a Director. The key features ofthe policy are:

Qualifications - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.

Positive attributes – Apart from the duties of Directors as prescribed in theCompanies act 2013 the Directors are expected to demonstrate high standards of ethicalbehavior communication skills and independent judgment.

Independence – A Director will be considered independent if he/she meet thecriteria laid down in Section 149(6) of the Companies act 2013.

During the financial year the committee met on 14.08.2019 & 14.02.2020.

B. Attendance of each Director at Nomination and Remuneration Committee Meetings

Name of the Director Category

Number of committee meetings

Held Attended
Mr. Mahendrakumar Bhandari - Chairman Independent & Non-Executive Director 2 2
Mr. S Janarthanam Udayakumar - Member Independent & Non-Executive Director 2 -
Mr. Sivaraman Uthayakumar Independent & Non- Executive Director 2 2

22. AUDIT COMMITTEE

A qualified and independent Audit Committee has been set up by the Board in compliancewith the requirements of Section 177 of the Companies act 2013 and Regulation 18 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The AuditCommittee at present comprises of three members all being Non-Executive IndependentDirectors viz. Mr. S Janarthanam Udayakumar (Chairman) Mr. Sivaraman Uthayakumar and Mr.Mahendrakumar Bhandari. The audit committee met 4 times during the year on 25.05.201914.08.2019 13.11.2019 and 14.02.2020. The Board has accepted all the recommendations ofthe Audit Committee during the year 2019-20.

Attendance of each Director at Audit Committee Meetings

Name of the Director Category

Number of committee meetings

Held Attended
Mr. Janarthanam Udayakumar - Chairman Independent & Non-Executive Director 4 2
Mr.Mahendrakumar Bhandari- Member Independent & Non-Executive Director 4 4
Mr.Sivaraman Uthayakumar - Member Independent & Non-Executive Director 4 4

23. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

A. Composition of committee: The Stakeholders Relationship Committeecomprised of the following directors for the year ended 31stMarch 2020:

1. Mr. Mr. S Janarthanam Udayakumar - Chairman

2. Mr. Mahendrakumar Bhandari – Member

3. Mr. Ajeet Kumar – Member

B. Attendance of each Director at Stakeholders' Relationship Committee Meeting

Name of the Director Category Number of committee meetings
Held Attended
Mr. S Janarthanam Udayakumar - Chairman Independent & Non-Executive Director 4 2
Mr. Mahendrakumar Bhandari – Member Independent & Non-Executive Director 4 4
Mr. Ajeet Kumar – Member Executive Director 4 4

24. ANNUAL EVALUATION OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of directors had carried out an annual evaluation of its own performanceboard committees and individual directors as required under the Companies Act 2013.

The performance of the Board and individual directors was evaluated by the Boardseeking inputs from all the directors. The performance of the committees was evaluated bythe Board seeking inputs from the committee members. The Nomination and remunerationcommittee reviewed the performance of the individual directors.

The Independent Directors met on 25.05.2019 and 14.02.2020 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirector and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

The Board and the NRC reviewed the performance of the individual directors on the basisof criteria such as contribution at meetings their preparedness on the issues to bediscussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

25. BOARD MEETINGS

The Board of Directors duly met 4 times during the financial year as mentioned below.

Date of the meeting No. of Directors attended the meeting
29.05.2019 4
14.08.2019 6
19.09.2019 6
13.11.2019 4
14.02.2020 4

The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act

2013 and Secretarial Standard -1.

26. VIGIL MECHANISM

The Company has adopted a Whistle blower policy establishing vigil mechanism toprovide a formal mechanism to the directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct or ethics policy. The policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provide for direct accessto the Chairman of the Audit Committee. It has affirmed that no personnel of the Companyhave been denied access to the Audit Committee.

27. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The details of consumption are asfollows

Diesel (In Ltrs.)

from 01.04.2019 to 31.03.2020 for TADA Factory

Diesel (In Ltrs.) Opening Stock Purchase in Ltrs. Closing Stock Consumption in the Year
1.4.19 1.4.19 to 31.3.20 31.03.20 1.4.19 to 31.3.20
Quantity in liters 0 2942.53 149 2793.53
Amount in Rupees 0 207700.00 10406 197294
Fire wood from 01.04.2019 to 31.03.2020
Fire wood Opening Stock Purchase in Ltrs. Closing Stock Consumption in the Year
1.4.19 1.4.19 to 31.3.20 31.03.20 1.4.19 to 31.3.20
Quantity in 77840 1170.10 89.17 1158.77
kilograms
Amount in Rupees 248088 2675340 281987 2641441.00

Power Consumption from 1.4.19 to 31.3.20

Value in Rupees Units
3380261 476461

B) Foreign Exchange Earnings and Outgo:

PARTUCULARS 2020 (in INR) 2019 (in INR)
Earnings - -
Outgo - -

C) Technology Absorption Adaptation and Innovation Research and Development:

Research and Development activities are carried out on an ongoing basis for improvingquality of the products.

D) Insurance

All the insurable interests of your Company including inventories buildings plant andmachinery are adequately insured.

28. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY

The Company in order to comply with the provisions of the Companies Act 2013 and toprovide an effective mechanism for implementing risk management system had adopted thepolicy on risk management for evaluating and monitoring various risks that could threatenthe existence of the Company. The Company had not faced any major risks and no majordeviations from the actuals as attained by the Company. The Audit committee has reviewedthe policy periodically. The Board takes overall responsibility for the overall process ofrisk management in the organisation.

The Board shall take note of any future threats and shall report to the Company forformulating an effective mechanism and strategy.

29. MATERIAL ORDERS PASSED BY THE REGULATORS COURTS TRIBUNALS

There are no significant material orders passed by the Regulators or Courts orTribunals which would have impact on the going concern status of the Company and itsfuture operation.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL

STATEMENTS

The Company has an adequate system of internal controls in place. It has documentedpolicies and procedures covering all financial and operating functions. These controlshave been designed to provide a reasonable assurance with regard to maintaining of properaccounting controls for ensuring reliability of financial reporting monitoring ofoperations and protecting assets from unauthorised use or losses compliances withregulations. The Company has continued its efforts to align all its processes and controlswith global best practices.

31. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at work place and has adopted asexual harassment policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules thereunder forprevention and redressal of complaints of sexual harassment at workplace.

All employees are treated with dignity with a view to maintain a work environment freeof sexual harassment whether physical verbal or psychological.

No complaints were received during the year.

32. CORPORATE GOVERNANCE

In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014 dtd15.05.2014 by SEBI and as per Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the provision with regard to Corporate Governance is notapplicable to the company as the paid up equity capital is not exceeding Rs. 10 crores andnet worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

Therefore a certificate as stipulated under Schedule V (E) of the Listing Regulationsfrom the Auditors of the Company regarding compliance with the conditions of CorporateGovernance is not applicable.

33. LISTING

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The Companyhas not paid the annual listing fees for the Financial Year 2017-18 2018-19 and 2019-20.

34. REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to theremuneration of the directors key managerial personnel and other employees. Thephilosophy for remuneration is based on the commitment of fostering a culture ofleadership with trust. The remuneration policy has been prepared pursuant to theprovisions of Section 178(3) of the Companies act 2013. While formulating this policythe committee has considered the factors laid down in Section 178(4) of the Companies Act2013 which are us under:

- That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully;

- Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

- Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

The key principles governing the remuneration policy are as follows:

- Market Competitiveness

- Role played by the individual

- Reflective of size of the company complexity of the sector/industry/Company'soperations and the Company's capacity to pay

- Consistent with recognised best practices and

- Aligned to any regulatory requirements.

In accordance with the policy the Managing/Executive/KMPs/ employees are paidbasic/fixed salary.

The non-executive Directors including Independent directors are paid sitting fees forattending the meetings of the Board and committees of the Board.

The NRC is responsible for recommending the remuneration policy to the Board. The Boardis responsible for approving and overseeing implementation of the remuneration policy.

35. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies act 2013 read with rule5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014has been attached as Annexure-IV.

36. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS

There are no employees who are paid remuneration in excess of the limits specifiedunder Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration) Rules 2014 as amended from time to time.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis of the financial conditions including the resultof the operations of the company for the year under review as required under Regulation34(e) of the SEBI (LODR) Regulations 2015 is separately attached as Annexure-V.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company ie. (a) networth of the Company to be Rs.500 crore or more; or (b)turnover of the company to be Rs. 1000 crore or more; or (c) net profit of the company tobe Rs. 5 crore or more. As the Company does not fall under any of the threshold limitsgiven above the provisions of section 135 are not applicable to the Company.

39. POLICIES

During the financial year your company has not adopted any new policies. The existingpolicies of the Company have been reviewed periodically by the Board and updated based onneed.

40. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Ministry of Corporate Affairs (MCA) Government of India has notified the Companies(Indian Accounting Standards) Rules 2015 on February 16 2015. Further a Press Releasewas issued by the MCA on January 18 2016 outlining the roadmap for implementation ofIndian Accounting Standards (Ind AS) converged with International Financial ReportingStandards (IFRS). As Indian Accounting Standards (IND AS) is applicable to your Companythe Company has prepared its account under IND AS and Indian Generally Accepted AccountingPrinciples (IGAAP).

41. SHARE TRANSFER AGENCY

The Company has appointed M/s Cameo Corporate Services Ltd Subramanian Building ClubHouse Road Chennai 600 002 - India as its share transfer agency for handling bothphysical and electronic transfers. The powers of such share transfer committee has beentransferred to them accordingly keeping in mind

42. CODE OF CONDUCT

The Company has adopted Code of Conduct for the Board and for the Senior levelemployees of the Company and they are complying with the said code.

43. AWARDS AND RECOGNITION

The Company has not received any award during the Financial Year.

44. CAUTIONARY STATEMENT

Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc are based on reasonableassumption the actual results might differ.

45. ACKNOWLEDGEMENTS:

The Director's wish to convey their appreciation to all of the Company's employees fortheir enormous personal efforts as well as their collective contribution to the Company'sperformance. The Director's would also like to thank the employees shareholderscustomers dealers suppliers bankers Government and all other business associates forthe continuous support given by them to the Company and their confidence in itsmanagement.

FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
DIN: 01023609 DIN: 0272237
Managing Director Whole Time Director

Date: 26.11.2020 Place: Chennai

To

The Board of Directors

Bharat Textiles & Proofing Industries Limited.

1. We have reviewed the financial results of Bharat Textiles & Proofing IndustriesLimited for the period ended 31stMarch 2020 and that to the best of ourknowledge and belief:

i. These statements do not contain any materially untrue statement or omit any materialact or contain statementsthat might be misleading;

ii. These statements together present a true and fair view of the Company's affairs andare in compliance withexisting Accounting Standards applicable laws and regulations.

2. To the best of our knowledge and belief no transactions entered into by the Companyduring the period ended 31stMarch 2019 are fraudulent illegal or violate theCompany's Code of Conduct.

3. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and we have evaluated the effectiveness of the internal controlsystems of the Company pertaining to financial reporting. W ehave disclosed to theAuditors and the Audit Committee deficiencies in the design or operation of internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

4. We have indicated to the Auditors and the Audit Committee: i. Significant changes inthe Company's internal control over financial reporting during the period; ii. Significantchanges in accounting policies during the period; and

iii. Instances of significant fraud of which we have become aware and the involvementtherein if any of themanagement or other employees having a significant role in theCompany's internal control system over financialreporting.

Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
Managing Director Chief Financial Officer
DIN: 01023609 DIN: 02722372

Place : Chennai Date : 26.11.2020

DECLARATION ON CODE OF CONDUCT

As provided under the provisions of SEBI Listing Regulations I hereby declare that theBoard Members and Senior Management have affirmed compliance with the Code of Conduct forthe year ended March 31 2020.

Ajeet Kumar Bhandari Managing Director

DIN: 01023609

Place : Chennai

Date : 26.11.2020

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31st MARCH 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L17111TN1990PLC020072
ii. Registration Date 21.12.1990
iii. Name of the Company BHARAT TEXTILES & PROOFING INDUSTRIES LIMITED
iv. Category / Sub-Category of the Company Company Limited by shares/Indian Non-Government Company
v. Address of the Registered office and contact details 994 Sathyavedu RoadTSuravalikandigai Sirupuzhalpet (P) Gummidipoondi-601201
vi. Whether listed company Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any Cameo Corporate Services Limited "Subramanian Building"No 1 Club House RoadChennai 600 002 – India
91-44 - 2846 0390

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Canvas and Tarpaulin 13925 99.85%

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name And Address Of The Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held ApplicableSection
NIL

III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoter
1) Indian
a) Individual/ HUF 1825380 1137050 2962430 50.578% 1911580 1050850 2962430 50.58% 0.002%
b) Central Govt
c) State Govt(s)
d) Bodies Corp
e) Banks / FI
f) Any Other
Sub-total(A)(1):- 1825380 1137050 2962430 50.578% 1911580 1050850 2962430 50.58% 0.002%
1) Foreign
g) NRIs-Individuals
h) Other-Individuals
i) Bodies Corp.
j) Banks / FI
k) Any Other….
Sub-total(A)(2):- 1825380 1137050 2962430 50.578% 1911580 1050850 2962430 50.58% 0.002%
A. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds
i) Others (specify) – Foreign 0 50700 50700 0.865% 0 50700 50700 0.865% -
Institutional Investors
Sub-total(B)(1) 0 50700 50700 0.865% 0 50700 50700 0.865% -
2. Non Institutions
a) Bodies Corp.
(i) Indian 4100 76000 80100 1.37% 2834 76000 78834 1.35% 0.02%
(ii)Overseas
b) Individuals
(i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 256600 1966310 2222910 37.95% 265266 1958910 2224176 37.97 -0.02
(ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 67500 136300 203800 3.48% 112500 91300 203800 3.48 -
c) Others
i) Clearing Members 800 0 800 0.013 800 0 800 0.013 -
ii) HUFs 9400 0 9400 0.160 9400 0 9400 0.160 -
ii) NRI-Repat 2000 325000 327000 5.58 2000 325000 327000 5.58 -
Sub-total(B)(2) 340400 2503610 2844010 49.58 392800 2503610 2451210 49.58 -
Total Public Shareholding 340400 2554310 2844010 50.42 392800 2498940 2891740 49.42 -1.00
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for
GDRs & ADRs
Grand Total(A+B+C) 2165780 3691360 5857140 100 2304380 3552760 5857140 100 -

ii. Shareholding of Promoters

Sr. No Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shar es % of total Shares of the compa ny % of Shares Pledged / encumbe red to total shares No. of Shar es % of total Shares of the compa ny %of Shares Pledged / encumbe red to total shares % chan ge in share holdi ng durin g the year
1. VEENA KUMARI BHANDARI 513910 8.77 0 513910 8.77 0 -
2. AJEET KUMAR BHANDARI 505570 8.63 0 505570 8.63 0 -
3. KRISHNA KUMAR BHANDARI 291600 4.98 0 291600 4.98 0 -
4. JITENDRA KUMAR BHANDARI 212700 3.63 0 212700 3.63 0 -
5 MAHAVEERCHAND JAIN H . 312000 5.33 0 312000 5.33 0 -
6 BHANDARI U C HUF 125000 2.13 0 125000 2.13 0 -
7 BHANDARI V C 115440 1.97 0 115440 1.97 0 -
8 UGAMCHAND BHANDARI 413500 7.06 0 413500 7.06 0 -
9 ANIL KUMAR BHANDARI 131800 2.25 0 131800 2.25 0 -
10 LATHA JAIN 83000 1.42 0 83000 1.42 0 -
11 PADMA JAIN 31600 0.54 0 31600 0.54 0 -
12 SANGEETA 48600 0.83 0 48600 0.83 0 -
13 LATHA 48500 0.83 0 48500 0.83 0 -
14 GOUTHAM CHAND JAIN H 45010 0.77 0 45010 0.77 0 -
15 DEVI BALA 20000 0.34 0 20000 0.34 0 -
16 NAVIN KUMAR JAIN 40000 0.68 0 40000 0.68 0 -
17 VINOD BAFNA 18700 0.32 0 18700 0.32 0 -
18 GOWTHAMCHAND JAIN H (HUF) 3500 0.06 0 3500 0.06 0 -
19 NIHALCHAND BHANDARI 2000 0.03 0 2000 0.03 0 -
TOTAL 2962430 50.58 0 2962430 50.58 0

iii. Change in Promoters' Shareholding (please specify if there is no change)

Sr. no Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
NO CHANGE

iv. Shareholding of Directors and Key Managerial Personnel:

Sl. No. Particulars Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Ajeet Kumar
At the beginning ofthe year 505570 8.63 505570 8.63
Transfer - - - -
At the end ofthe year 505570 8.63 505570 8.63
2. Anil Bhandari
At the beginning ofthe year 131800 2.25 131800 2.25
Transfer - - - -
At the end ofthe year 131800 2.25 131800 2.25

VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits UnsecuredLoans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year 102325666 81225799 - 183551465
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
Total (i+ii+iii) 102325666 81225799 - 183551465
Change in Indebtedness during the financial year
- Addition
- Reduction (66724491) 1558575 - (65165916)
Net Change (66724491) 1558575 - (65165916)
Indebtedness at theend of the financial year
i) Principal Amount 35601175 82784374 - 118385549
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) 35601175 82784374 - 118385549

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Sl. No. Particulars of Remuneration

Name of MD/WTD/ Manager

TotalAmount
1. Gross salary Ajeet Bhandari Anil Bhandari
(WTD & CFO)
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act1961 1219200 180000 1399200
(b) Value of perquisites u/s17(2) - - -
Income-tax Act1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- others specify… - - -
5. Others please specify - - -
6. Total (A) 1219200 180000 1399200
Ceiling as per the Act

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager TotalAmount
Total Managerial Remuneration Not applicable as only sitting fees paid
Overall Ceiling as per the Act

 

C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD - NIL

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the companies Act Brief description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/NCLT/ Court] Appeal made. If any (give details)
A. Company
Penalty
Punishment NIL
Compounding
B. Directors
Penalty
Punishment NIL
Compounding
C. Other Officers In Default
Penalty
Punishment NIL
Compounding
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
DIN: 01023609 DIN: 0272237
Managing Director Whole Time Director

Date: 26.11.2020 Place: Chennai

Annexure to Directors' Report

The information pursuant to Section 197 of the Companies act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year ended 31st March 2020:

Particulars Ratio to Median Remuneration
Mr. Ajeet Kumar bhandari 5.86
Mr. Anil Bhandari 0.86

2. The percentage increase in remuneration of each Director CFO in theFinancial year:

Particulars % Increase in remuneration
Mr. Ajeet Kumar bhandari Nil
Mr. Anil Bhandari Nil

3. The median remuneration of employees of the Company for the financial year 2019-20was INR 207875 as against INR 145845 for the financial year 2018-19.

4. During the Financial year under review there was increase in the medianremuneration of employees by 42.53%

5. The number of permanent employees on the rolls of the Company: 79

6. The key parameters for any variable component of remuneration availed by thedirectors:

There is no variable component in the remuneration of the Directors.

7. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
DIN: 01023609 DIN: 0272237
Managing Director Whole Time Director

Date: 26.11.2020 Place: Chennai

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis: Nil

2. Details of contracts or arrangements or transactions at Arm's length basis.

Sl. No. Particulars Details
a) Name (s) of the related party Nature of relationship

Rudraaksh Textiles LLP Partners of the related party Mr. Jitendar Bhandari (Brother) and Mr. Anil Bhandari (Brother) are related to Mr. Ajeet Kumar Bhandari Managing Director.

Krishna Tarpaulin Industries Pvt Ltd Director of the related party Mr. Krishna Kumar is the Son of Mr. Ajeet Kumar Bhandari Managing Director.

Rudresh Polymer India LLP Partners of the related party Mr. Jitendar Bhandari (Brother) and Mr. Anil Bhandari (Brother) are related to Mr. Ajeet Kumar Bhandari Managing Director.

Him Marketing Partners of the related party Mr. Jitendar Bhandari (Brother) is related to Mr. Ajeet Kumar Bhandari Managing Director.
b) Nature of contracts/arrangements /transaction Sale and Purchase of Goods Purchase of Goods Purchase of Goods Sale of Goods
c) Duration of the contracts/ arrangements/transaction One year One year One Year One Year
d) Salient terms of the contracts or arrangements or transaction including the value if any Sales – INR 3206229 Purchases – INR 156975 - - - Purchase : INR 470112 Sales : INR 509541 Purchase : INR 4246 Job Work Charges Payment: INR 931746
e) Date of approval by the Board 29.05.2019 29.05.2019 29.05.2019 29.05.2019
f) Amount paid as advances if any NIL NIL NIL NIL
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
DIN: 01023609 DIN: 0272237
Managing Director Whole Time Director

Date: 26.11.2020

Place: Chennai