Bharat Textiles & Proofing Industries Ltd.
|BSE: 531029||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE201N01019|
|BSE 00:00 | 11 Jul||Bharat Textiles & Proofing Industries Ltd|
|NSE 05:30 | 01 Jan||Bharat Textiles & Proofing Industries Ltd|
|BSE: 531029||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE201N01019|
|BSE 00:00 | 11 Jul||Bharat Textiles & Proofing Industries Ltd|
|NSE 05:30 | 01 Jan||Bharat Textiles & Proofing Industries Ltd|
Your Directors are pleased to present their Thirty-First Annual Report together withthe audited financial statements of the Company for the year ended 31st March2021:
1. FINANCIAL RESULTS IN STANDALONE BASIS:
During the year under review your company has achieved the following financial results:
2. PERFORMANCE OF THE COMPANY:
During the year under review the total income of the company has increased to Rs.1266.66 Lakhs as compared to previous year Income of Rs. 1025.91 Lakhs. However there isan increase in the expenses to an extent of 1 182.31 Lakhs and the Net Profits of theCompany have increased to Rs. 38.71 lakhs as compared to previous year's profit of Rs.27.80 Lakhs.
The Company is one of the leading exporters of canvas fabric. Over the years theCompany has earned a respectable reputation for our Quality Consistency and services. TheCompany normally exports its products to Australia Dubai U.K. U.S.A. Srilanka WestIndies South 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 from its line of business activity nor has expanded thearea of activities; therefore
there is no change in the nature of business for the year under review.
5. SHARE CAPITAL
There was no further issue of shares during the year. The Capital structure of theCompany 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.
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.
During the year under review your Company has not transferred any amount to thereserves.
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 2020-21.
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 2020-21 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 wastaken for entering into transactions with related parties and the transactions werereviewed on a quarterly basis. Further the members of the Company has approved the limitof Related Party Transactions up to Rs. 5 Crore in the 30th AGM held on 28thDecember 2020 and have complied with all the applicable provisions of the Act in thisregard.
The details of contracts and arrangements with related parties as referred to inSection 188(1) of the Companies Act 2013 are given as Annexure -I to the Board's Reportin 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 arm's lengthbasis.
12. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section I34(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 312021 on its website atwww.bharattarpaulin.com. By virtue of amendment to Section 92(3) of the Companies Act2013 the Company is not required to provide extract of Annual Return (Form MGT-9) as partof the Board's report.
The Company has not accepted any deposits under Chapter-V of the Companies Act 2013.
14. STATUTORY AUDITORS:
As per the provisions of Section 139 of the Act M/s. Chandarana & SanklechaChartered Accountants (ICAI Firm Registration No.000557S) Chennai were appointed in 2018as Statutory Auditors of your Company for a period of
5 years and they shall hold office until the conclusion of the Annual General Meetingto be held for the financial year 2022-23 on such remuneration as may be determined by theBoard of Directors. The Auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India. Thereport of the Statutory Auditors along with notes to Accounts is enclosed to this report.
No qualifications reservations or adverse remarks have been reported by the StatutoryAuditors in the Auditors' report for the financial year.
No frauds have been reported by the Statutory Auditors under Section 143(12) of theCompanies Act 2013.
15. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board hadre-appointed M/s. A.K. Lunawath
6 Associates Chartered Accountants as their internal auditors on the 25thJuly 2020 wherein the requisite filings have been completed. The Company has carried outthe internal audit for every quarter during the year 2020-21 by A.K. Lunawath &Associates Chartered Accountants and the reports issued by the respective Auditor havealso been considered and taken on record.
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 (I) of section I 48 of theCompanies Act 20I3. 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 Mr. Jeya Raja Singh. A Practising Company Secretary (Membership No. 8199) asthe Secretarial Auditor of the Company for the financial year 2020-21.
The report of Secretarial Audit for 2020-21 is attached herewith as Annexure II.
Comments on qualifications made in Secretarial Audit Report
The Following qualifications were made in the secretarial audit report;
I . Based on the confirmation from the management we understand that the validity ofthe license as obtained under The Factories Act 1948 for a factory located inGummidipoondi has expired in 2018. The site is locked down due to strike. Accordingly thesame stands expired till date.
2. The Company is listed with the Bombay Stock Exchange. We observe that stockexchange laws have not been complied with as they have defaulted in the payment of annuallisting fees for 2019-20 and 2020-21.
3. On review we understand that the Company is in contravention of Regulations 3I (2)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with SEBICircular No. CIR/CFD/CMD/13/ 2015 dated 30th November 2015 as 39.34% of thetotal promoter shareholding is not held in Dematerialised form.
4. The Company has not disclosed the necessary information on its website as per theRegulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation2015.
5. Further the Company has not complied with Regulation 47(1) and 29 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015and intimation of closure of trading window under few circumstances.
6. The Independent Directors have not registered on the Databank as required underCompanies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019.
7. During the year under review one of the Independent Directors Mr. MahendrakumarBhandari passed away on 21st November 2020. However the Company was notifiedon the demise only on 18th May 202 1. Accordingly the Company could not makethe requisite intimation to the Stock Exchange as required under Regulation 30 of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 regarding death of anIndependent Director of the Company within the prescribed time limit and there was a delayin reporting the same.
Further due to the aforementioned demise as on 31st March 202 1 thenumber of members constituting the Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee were less than the requisite number as per theprovisions of the Companies Act 2013. However the Company upon receipt of notice of thedemise of Mr.Mahendra Kumar Bhandari reconstituted the Committees with the requisitenumber of members subsequently during the Financial Year 2021-22.
8. As per the composition and structure of the Board of Directors the Company isrequired to have three Independent Directors on the Board. The Company was required tofill the vacancy caused by the death of Mr. Mahendra Kumar Bhandari within 6 months fromthe date of vacancy i.e. on or before 20th May 2021. However since there wasa delay in the receipt of notice of death the Company could not fulfil the vacancy withinthe prescribed time limit as on the date of signing this report. However the Company istaking all necessary steps in identifying an eligible candidate for the position.
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 is in the process of making the payments.
3. The Company has initiated steps to comply with the same and letters have been sentto promoters requesting for dematerialisation and providing PAN details.
4. The Company has initiated necessary steps to comply with the provisions pertainingto the website disclosures.
5. The Company has always ensured to comply with the provisions pertaining to the SEBI(LODR) Regulations 2015 within the prescribed time limit. However due to Covid Pandemicand lack of resources the Company was unable to comply with the reporting within thespecified time limit under few circumstances. The Company is taking all necessary effortsto be 100% compliance in all respects.
6. The Company is taking necessary steps in complying with the same.
7. The Company upon receipt of notice of the demise of Mr. Mahendra Kumar Bhandarireconstituted the Committees with the requisite number of members subsequently during theFinancial Year 2021-22 and made the requisite intimation to the Stock Exchange as requiredunder Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 for the same.
8. The Company is taking all necessary steps in identifying an eligible candidate forthe position.
18. FRAUD REPORTING:
During the year under review there were no material or serious instances of fraudfalling within the purview of Section
143 (12) of the Companies Act 2013 and rules made thereunder by officers or employeesreported by the Statutory
Auditors of the Company during the course of the audit conducted.
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. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 read with the Listing Regulations. The Company has in all 7Directors with considerable professional experience in divergent areas connected withcorporate functioning. The Board is headed by Mr. Ajeet Kumar Managing Director and Mr.Anil Bhandari and Mr. Krishna Kumar Bhandari Whole-time Directors of the Company who areentrusted with the substantial powers of the management of the Company subject to thesuperintendence control and directions of the Board. The Board has two Non-executiveIndependent Directors namely Mr. Sivaraman Uthayakumar and Mr. S Janarthanam Udayakumar.The Board has Ms. Veena Bhandari and Ms. Shikha Shalinkumar Salecha as Non-ExecutiveDirectors of the Company.
During the year under review the following were the changes in the Board level asgiven below:
Mr. Krishna Kumar Bhandari (DIN: 05309897) was appointed as an Additional WholeTime Director with effect from July 25 2020. Further the approval of the members of theCompany was sought in the Annual General Meeting (AGM) held on December 28 2020 for histhe appointment as Whole Time Director & Executive Director.
Ms. Veena Bhandari (DIN: 0871053 1) was appointed as Additional Director of thecompany with effect from March 12 2020. Further the approval of the members of thecompany was sought in the Annual General Meeting (AGM) held on December 28 2020 for herthe appointment as Non-Executive Director.
Mr. Mahendra kumar Bhandari Independent Director passed away on November 212020. Due to the his demise as on 31 March 2021 the number of members constituting theAudit Committee Nomination and Remuneration Committee and Stakeholders RelationshipCommittee were less than the requisite number as per the provisions of the Companies Act201 3. However the Company upon receipt of notice of the demise of Mr. Mahendra KumarBhandari reconstituted the Committees with the requisite number of members subsequentlyduring the Financial Year 2021-22 except for the Independent Directors for which theCompany is taking all necessary steps for appointment of an eligible candidate.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. AnilBhandari (DIN: 02722372) Whole Time Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for there-appointment. The Board recommends his re-appointment for consideration of the membersat the ensuing Annual General Meeting. Brief particulars and expertise about him has beengiven in the 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 change in the management of the Company during the yearunder review.
21. DETAILS RELATING TO BOARD MEETINGS AND COMMITTES:
I. BOARD MEETINGS
During the year under review the Board met 6 (Six) times i.e. on 25thJuly 2020 5th September 2020 30th September 2020 12thNovember 2020 26th November 2020 and 12th February 2021. Thefirst meeting was held with the gap of 162 days by availing the extension provided by MCAvide its General circular dated 24th March 2020. Apart from this the maximumgap between two meetings was not more than one hundred and twenty days. Quorum was presentat all the meetings.
II. BOARD COMMITTEES
The Board committees play a crucial role in the governance structure of the Company andare being set out to deal with specific areas/activities which concern the Company andneed a closer review. Committees are set up by the Board to carry out the roles andresponsibilities as defined in their Charter. These Committees prepare the groundwork fordecision making and minutes of Committee meetings are placed at subsequent meeting of theBoard. As of March 31 2021 your Company has the following committees of the Board:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
During the year under review Mr. Mahendra kumar Bhandari Independent Director andchairman of all the committees passed away on 21st November 2020. Due to thehis demise as on 31st March 2021 the number of members constituting the AuditCommittee Nomination and Remuneration Committee and Stakeholders Relationship Committeewere less than the requisite number as per the provisions of the Companies Act 2013.However the Company upon receipt of notice of the demise of Mr. Mahendra Kumar Bhandarireconstituted the Committees with the requisite number of members subsequently during theFinancial Year 2021-22 and appointed Ms. Shikha Shalinkumar Salecha (DIN: 07144753)Non-executive Director as a member of the above mentioned committees of the Company.
A. 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. As on 31stMarch 202 1 the Audit Committee comprised of two members all being Non-ExecutiveIndependent Directors viz. Mr. S Janarthanam Udayakumar (Chairman) and Mr. SivaramanUthayakumar (Member).
The audit committee met 4 (Four) times during the year on 25th July 2020 5thSeptember 2020 12th November and 12th February 2021. RequisiteQuorum was present at all the meetings.
The Board has accepted all the recommendations of the Audit Committee during the year2020-21.
Attendance of each Director at Audit Committee Meetings
B. NOMINATION AND REMUNERATION COMMITTEE:
Composition of Committee: The Nomination and Remuneration Committee comprised of thefollowing Non-Executive Directors for the year ended 31st March 2021:
1. Mr. S Janarthanam Udayakumar - Chairman
2. 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 meets thecriteria laid down in Section 149(6) of the Companies act 2013.
During the financial year the committee met 3 (Three) times during the year on 25thJuly 2020 5th September 2020 30th September 2020.
Attendance of each Director at Nomination and Remuneration Committee Meetings
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:
Composition of committee: The Stakeholders Relationship Committee comprised of thefollowing directors for the year ended 31st March 2021:
1. Mr. S Janarthanam Udayakumar - Chairman
2. Mr. Sivaraman Uthayakumar - Member
3. Mr. Ajeet Kumar - Member
During the year under review the committee met 2 (Two) times i.e. on 25thJuly 2020 and 12th February 202 1.
Attendance of each Director at Stakeholders' Relationship Committee Meeting
22. 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 IndsparlaTt Directors met on 12h November 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.
23. 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.
24. 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
CONSERVATION OF ENERGY
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.
D) I nsurance
All the insurable interests of your Company including inventories buildings plant andmachinery are adequately insured.
25. 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.
26. 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.
27. 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.
28. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION 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.
29. CORPORATE GOVERNANCE
In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014 dated15.05.2014 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 Companyhas not paid the annual listing fees for the Financial Year 2018-19 and 2019-20.
31. 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:
a. That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the Companysuccessfully;
b. Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c. 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:
a. Market Competitiveness
b. Role played by the individual
c Reflective of size of the company complexity of the sector/industry/Company'soperations and the Company's capacity to pay
d. Consistent with recognised best practices and
e. 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.
32. 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-III.
33. 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.
34. 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-IV.
35. 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 your company has not adopted any new policies. The existingpolicies of the Company have been reviewed periodically by the Board and updated based onneed.
37. 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).
38. 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 power of such share transfer committee has beentransferred to them accordingly keeping in mind.
39. 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.
40. AWARDS AND RECOGNITION
The Company has not received any award during the Financial Year.
41. 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.
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