Bharat Textiles & Proofing Industries Ltd.
|BSE: 531029||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE201N01019|
|BSE 00:00 | 10 Jan||Bharat Textiles & Proofing Industries Ltd|
|NSE 05:30 | 01 Jan||Bharat Textiles & Proofing Industries Ltd|
Bharat Textiles & Proofing Industries Ltd. (BHARATTEXTILES) - Director Report
Company director report
Your Directors are pleased to present their Twenty Eighth Annual Report together withthe audited financial statements of the Company for the year ended 31st March2018.
1. FINANCIAL RESULTS IN STANDALONE BASIS:
During the year under review your company has achieved the following financial results:
2. PERFORMANCE OF THE COMPANY:
The revenue from operations for the financial year 2017-18 is INR 87770027registering an improvement against the prior year wherein the revenue was INR 80770010.
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:
Grey cotton canvas/duck
Polyester-Cotton 100% Polyester Canvas
Chemically processed canvas
Waterproof Rot proofed canvas
Fire Retardant Canvas
Army ducks and Number ducks
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.
In view of the loss incurred and to conserve the resources of the company for thefuture expansion modernization & working capital purpose your directors do notrecommend any dividend for this year.
The Company has no reserves for the financial year 2017-18 and the balance of theReserves lying in the Companys account is running into negative balance of Rs.(525.18) lakhs.
7. SHARE CAPITAL
There was no further issue of shares during the year 2017-18. The Capital structure ofthe Company is as follows:
Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
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 THE COMPANYOCCURRING 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 COMPANIESACT 2013
There were no loans guarantees and investments under Section 186 of the Companies Act2013 during the year 2017-18.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013
All transactions entered by the Company during the financial year 2017-18 with relatedparties were on an arms 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 2017-18 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'sReport in Form 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 armslength basis.
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-Il.
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 27t of May 2017 wherein the requisite filings have beencompleted. The Company has carried out the internal audit for every quarter during theyear 2017-18 by
A.K. Lunawath & Associates Chartered Accountants and the reports issued by therespective Auditor have also been considered and taken on record. All such submissionshave made to the Stock Exchange.
15. STATUTORY AUDITORS
At the Annual General Meeting held on September 23 2017 M/s. Chandarana &Sanklecha Chartered Accountants Chennai were appointed as Statutory Auditors of theCompany to hold office for a period of one year i.e. till the conclusion of the AnnualGeneral Meeting to be held in the calendar year 2018.
The Board hereby decides to reappoint M/s. Chandarana & Sanklecha (ICAI FirmRegistration No 00057S) Chartered Accountants for a period of 5 years who have completedtheir term in this Annual General Meeting as Statutory Auditors of the Company and theyshall hold office until the conclusion of the Annual General Meeting to be held for thefinancial year 2022-23 on such remuneration as may be determined by the Board ofDirectors.
The Auditors have also confirmed that they hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.
The Company has received the consent from the Auditors for their appointment for therespective year. The Auditors report on the financial statements for the year2017-18 does not contain any 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 of theCompanies Act 2013. Therefore there is no requirement for appointment of Cost Auditors.
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 M/S. JM & Associates represented by Mr. Soy Joseph and Mr. Sony GeorgeMathew as the Secretarial Auditors of the Company for the financial year 2018-19.
The report of Secretarial Audit for 2017-18 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 Company has not filed forms with the Registrar of Companies for increasing theauthorized capital to Rs. 160000000/- from Rs. 120000000/- which was approved vide aspecial resolution passed at the EGM dated 31.08.2013 and
2. 100% promoters shareholding has not been dematerialized yet and PAN details ofmany promoters are not available with the Company.
With respect to the above qualifications the Board would like to reply that;
1. The Company has initiated necessary steps to file the requisite form to comply withthe provisions of the act.
2. The Company has initiated steps to comply with the same and letters have been sentto promoters requesting for dematerialisation and providing PAN details.
Further the Company Secretary of the Company i.e. Ms. Priyanka Tater had resigned witheffect from 31.03.2018.The Company is therefore in the process of appointing anothercandidate as its Company Secretary.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies act 2013 the Board of Directors tothe best 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 loss ofthe 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 6 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. Vinod Kumar.
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 saidreappointment has been incorporated in the notice of the Annual General Meeting of thecompany.
Ms. Priyanka Tater Company Secretary cum Compliance Officer of the Company resignedwith effect from closing hours of 31st March 2018.
Apart from the above no other Director or Key Managerial Personnel was appointed orretired or resigned 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 QUALIFICATIONSPOSITIVE 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 2018:
1. Mr. Mahendrakumar Bhandari - Chairman
2. Mr. S. Vinod Kumar - 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 the criterialaid down in Section 149(6) of the Companies act 2013.
- During the financial year 2017-2018 the committee met on 27.05.2017 and 10.08.2017.
B. Attendance of each Director at Nomination and Remuneration Committee Meetings
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. Vinod Kumar (Chairman) Mr. Sivaraman Uthayakumar and Mr.Mahendrakumar Bhandari. Chairman of the Audit Committee was present at the previous AnnualGeneral Meeting of the company held on 23rd September 2017. The auditcommittee met 4 times during the year on 27.05.2017 10.08.2017 11.11.2017 and02.02.2018.
The Board has accepted all the recommendations of the Audit Committee during the year2017-18.
Attendance of each Director at Audit Committee Meetings
23. STAKEHOLDERS RELATIONSHIP COMMITTEE:
A. Composition of committee:The Stakeholders Relationship Committee comprisedof the following directors for the year ended 31stMarch 2017:
1. Mr. S. Vinod Kumar - Chairman
2. Mr. Mahendrakumar Bhandari - Member
3. Mr. Ajeet Kumar - Member
B. Attendance of each Director at Stakeholders Relationship Committee Meeting
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 30.05.2018 without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board as a whole; the performance of theChairman of the Company taking into account the views of Executive Director andNonExecutive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto 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 from 1stApril 2017 to 31st March 2018 as mentioned below.
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 Companys 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 01.04.2017 to 31.03.2018 for Gummidipoondi Factory
Fire wood from 01.04.2017 to 31.03.2018
Diesel (In Ltrs.) from 01.04.2017 to 31.03.2018 for TADA factory
Fire wood from 01.04.2017 to 31.03.2018
B) Foreign Exchange Earnings and 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.
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 the provisions of the Companies Act 2013 and to providean effective mechanism for implementing risk management system had adopted the policy onrisk management for evaluating and monitoring various risks that could threaten theexistence 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.
The shares of the Company are listed at the Bombay Stock Exchange (BSE). The annuallisting fee has been paid to the stock exchange before the due date.
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 Act 2013 whichare 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 andsenior 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/Companysoperations and the Companys 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 asAnnexure-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.
During the financial year 2017-18 your company has not adopted any policies. Theexisting policies of the Company have been reviewed periodically by the Board and updatedbased on need.
40. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH INTERNATIONALFINANCIAL 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 RoadChennai 600 002 - India as its share transfer agency for handling both physicaland electronic transfers.
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 companys projections statementsexpectations and hopes are forward looking. Though these expectations etc are based onreasonable assumption the actual results might differ.
The Directors wish to convey their appreciation to all of the Companysemployees for their enormous personal efforts as well as their collective contribution tothe Companys performance. The Directors would also like to thank theemployees shareholders customers dealers suppliers bankers Government and all otherbusiness associates for the continuous support given by them to the Company and theirconfidence in its management.
The Board of Directors
Bharat Textiles & Proofing Industries Limited.
1. We have reviewed the financial results of Bharat Textiles & Proofing IndustriesLimitedfor the period ended 31stMarch 2018 and that to the best of ourknowledge and belief:
1. These statements do not contain any materially untrue statement or omit any materialact or contain statements that might be misleading;
ii. These statements together present a true and fair view of the Company's affairs andare in compliance with existing 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 2018 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 in the Company's internal control over financial reportingduring the period;
ii. Significant changes in accounting policies during the period; and
iii. Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or other employees having a significant role in theCompany's internal control system over financial reporting.
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 2018.