Your Directors have pleasure in presenting the 30th Annual Report and theAudited Financial Statements of the Company for the financial year ended 31s *March 2017.
The standalone and consolidated financial results of the Company for the financial yearended 31st March 2017 are as follows:
(Rs. in Lacs
|Sl. No. ||Particulars || |
| || ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|1. ||Net Sales /Income from Operations ||64589.57 ||62221.59 ||47782.42 ||44544.62 |
|2. ||Other Income ||381.88 ||378.91 ||334.43 ||261.75 |
|3. ||Total Expenditure ||61844.19 ||59407.57 ||45711.87 ||42515.82 |
|4. ||Interest ||1376.16 ||1306.22 ||1327.45 ||1244.60 |
|5. ||Gross Profit after Interest but before Depreciation& Tax Items ||3750.60 ||3797.90 ||2874.96 ||2703.36 |
|6. ||Depreciation ||623.34 ||604.98 ||469.98 ||412.82 |
|7. ||Profit before Tax ||3127.26 ||3192.93 ||2404.98 ||2290.55 |
|8. ||Tax Expense ||946.79 ||920.88 ||841.15 ||813.77 |
|9. ||Net Profit after Tax ||2180.47 ||2272.05 ||1563.83 ||1476.78 |
|10. ||Share of Profit/ (Loss) of Associates ||(58.54) ||192.22 ||- ||- |
|11. ||Minority Interest ||(5.68) ||(7.22) ||- ||- |
|12. ||Net Profit/(Loss) after taxes minority interest and share of profit/(loss) of associates ||2127.61 ||2471.48 ||1563.83 ||1476.78 |
|13. ||Paid up Equity Share Capital ||1174.09 ||1171.38 ||1174.09 ||1171.38 |
|14. ||Reserves (Excluding Revaluation Reserves) ||22023.17 ||20014.16 ||19210.56 ||17597.15 |
|15. ||Earning Per Share (Basic) Rs. ||18.12 ||21.69 ||13.32 ||12.96 |
|16. ||Earning Per Share (Diluted) Rs. ||18.04 ||21.48 ||13.26 ||12.84 |
|17. ||Dividend ||12% ||12% ||12% ||12% |
On standalone basis during the year under review the Company achieved a turnover ofRs. 47782.42 Lacs as against Rs.44544.62 Lacs in the previous year showing an increase of7.27% The Net Profit after taxes also increased to Rs.1563.83 Lacs as compared toRs.1476.78 Lacs in the previous year showing an increase of 5.89%.
On consolidated basis during the year under review the Company achieved a turnover ofRs.64589.57 Lacs as against Rs.62221.59 Lacs in the previous year showing an increase of3.81%. The Net Profit after taxes minority interest and share of profit/(loss) ofassociates was reported at Rs.2127.61 Lacs as against Rs.2471.48 Lacs in the previousyear.
Your Directors have recommended a Dividend of Rs.1.20/- per paid-up equity share of Rs.10/- each (i.e. @ 12%) for the financial year ended 31st March 2017. Thedividend payout is subject to approval of members at the ensuing Annual General Meeting.
During the period under review an amount of Rs.2 Crore has been transferred to Reservesof the Company.
During the year under review the following changes had taken place in the Paid-upEquity Share Capital of the Company:
|Dates ||Description ||No. of shares ||Total value of shares in Rs. |
|1st April 2016 ||Share Capital at the beginning of the year ||11713848 ||117138480 |
| ||Add: Equity Shares allotted pursuant to Employee Stock Option Plan (ESOP) 2013 17/10/2016 - 14670 shares 28/11/2016 - 10709 shares 16/01/2017 -1718 shares ||27097 ||270970 |
|31st March 2017 ||Share Capital at the end of the year ||11740945 ||117409450 |
EMPLOYEES STOCK OPTION PLAN
The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999 ('the SEBI Guidelines') read withSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.
The Company has received a certificate from the Statutory Auditors of the Company thatthe Scheme has been implemented in accordance with the SEBI Guidelines and the resolutionpassed by the shareholders. The certificate would be placed at the Annual General Meetingfor inspection by members.
Statement pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits)Regulations 2014 as at 31st March 2017 is set out in Annexure A tothis Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting Standards viz. AS-21 AS-23 and AS-27 issued by the Institute ofChartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 andforms an integral part of this Report.
DETAILS AND PERFORMANCE OF SUBSIDIARY COMPANIES Bhartiya Global Marketing Ltd.
It is a Global Marketing Company engaged in export of textile and leather garments. Thetotal revenues of the Company was Rs.12321980/- and the net loss was Rs.1084763/-during the financial year 2016-2017.
J&J Leather Enterprises Ltd.
This Company is a tannery to support our leather garments and accessories businessthrough conversion of wet blue leather into finished leather. The total revenues of theCompany was Rs.123162305/- and the net profit was Rs.937897/- during the financialyear 2016-2017.
Bhartiya International SEZ Ltd.
The Company is incorporated to develop sector specific Special Economic Zone (SEZ) ofLeather & Leather Products. It is a joint venture between Bhartiya International Ltd.and Andhra Pradesh Industrial Infrastructure Corporation. The total revenues of theCompany was Rs.2815172/- and the net loss was Rs.5138124/- during the financial year2016-2017. Bhartiya Fashion Retail Ltd.
The Company had registered a loss of Rs.2234093/- for the financial year 2016-2017.
Bhartiya Urban Infrastructure Ltd.
The Company had registered a loss of Rs. 47168/- for the financial year 2016-2017.
Ultima S.A. Switzerland
The Company is engaged in marketing and selling of outwears including leather garmentsaccessories and textile products in Europe. The total revenues of the Company was CHF22072888 and the net profit was CHF 1013746 during the financial year 2016-2017.
World Fashion Trade Ltd. Mauritius
This company is engaged in sourcing of outerwear (including leather PU Garmentsfashion accessories) and textile product from China India and Bangladesh for marketingand selling in Europe and US markets. The total revenues of the Company was HK$ 12584042and the Company has registered a net profit of HK$ 425802 for the period ended 31stMarch 2017.
Ultima Italia SRL Italy
This company markets all fashion products including fur and leather garments in Italianmarket. The total revenues of the Company was Euro 1955649 and the net profit was Euro7525 during the financial year 2016-2017.
Design Industry Ltd. Hongkong
This company is engaged in sourcing of outerwear (including leather PU Garmentsfashion accessories) and textile product from China and India for marketing and selling inEurope.The total revenues of the Company was HK$ 37074932 and the net profit was HK$199617.
Design Industry China Ltd. China
The company is engaged in marketing and selling of outerwear (including leather PUGarments fashion accessories) from China for marketing and selling in China.The totalrevenue of the Company was RMB Yuan 4978298.77 and the net loss was RMB Yuan 168424.
New Subsidiary/Associate Company incorporated /dissolved during the year
During the year under review there were no new subsidiary/associate companyincorporated/ dissolved.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report forms part of this Annual Report.
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015
The Company's securities are listed at the following Stock Exchanges in India: -
1. BSE Limited
2. The National Stock Exchange of India Ltd.
The Annual Listing fee for the Financial Year 2017-2018 has already been paid to boththe above Stock Exchanges.
CASH FLOW STATEMENT
Cash Flow Statement is annexed and forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT-9 as required under Section92 of the Companies Act 2013 forms an integral part of this Report. The same is providedherewith as Annexure B.
During the year under review the Board of Directors appointed Mr. Sanjay Baweja asAdditional Director with effect from 5th December 2016. It is proposed toappoint Mr. Sanjay Baweja as Independent Director in terms of Section 149 and otherapplicable provisions of the Companies Act 2013 for a period of 5 years upto theconclusion of the 35th Annual General Meeting of the Company to be held in thecalendar year 2022.
Due notice under Section 160 of the Act has been received from a Member of the Companyproposing the appointment of Mr. Sanjay Baweja as Independent Director of the Company atthis Annual General Meeting.
At the 27th Annual General Meeting held on 8th August 2014 Mr.Sandeep Seth Mr. Shashank Mr. A Sahasranaman and Mr. C L Handa were appointed asIndependent Directors to hold office upto the 30th Annual General Meeting.Considering their immense contributions to the Company and pursuant to the recommendationsof the Nomination and Remuneration Committee the Board of directors at its meeting heldon 29th May 2017 decided to place the proposal for re-appointment of Mr.Sandeep Seth Mr. Shashank Mr. A. Sahasranaman and Mr. C. L. Handa for a further term of5 (five) consecutive years upto the conclusion of the 35th Annual GeneralMeeting to be held in the calendar year 2022 for approval of the members at the 30thAnnual General Meeting.
The Company has received separate notices under Section 160 from members along withrequisite deposit signifying their intention to re-appoint Mr. Sandeep Seth Mr.Shashank Mr. A Sahasranaman and Mr. C. L. Handa as Independent Director of the Company atthis Annual General Meeting. All Independent Directors have given declarations that theymeet the criteria of independence as laid down under Section 149(6) of the Companies Act2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. A.K. Gadhok Whole Time Director retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Further as per the requirement of the Schedule V Part I (c) of theCompanies Act 2013 if a Managing or Whole-Time Director has attained the age of 70 yearsthen his appointment/continuation needs to be approved by a special resolution passed bythe Company in General Meeting. Mr. A.K. Gadhok has attained the age of seventy years inMarch 2017. Your Board recommends his continuation as Whole Time Director till theoriginal period of appointment on the existing terms and conditions including theremuneration and perquisites.
Appropriate Resolutions seeking your approval for appointment of Mr. Sanjay Baweja asIndependent Director re-appointment of Mr. A.K. Gadhok as Director re-appointment of Mr.Sandeep Seth Mr. Shashank Mr. A. Sahasranaman and Mr. C. L. Handa as IndependentDirectors is included in the Notice.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
|Sl. No. ||Name of the person ||Designation |
|1 ||Mr. Snehdeep Aggarwal ||Managing Director |
|2 ||Mr. Manoj Khattar ||Chief Financial Officer |
|3 ||Ms. Shilpa Budhia ||Company Secretary |
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Managing Director Whole-Time Directors and the other Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2016-17 four Board Meetings of the Company were held. Thedetails of the Meetings of the Board held during the Financial Year 2016-17 forms part ofthe Corporate Governance Report.
The Board of Directors has the following mandatory Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the composition of Committees terms of reference and numbers ofMeetings held during the Financial Year 2016-17 is provided in the Corporate GovernanceReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company(www.bhartiyafashion.com )
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down the criteria for selection and appointment of Board members.The details of this policy are explained in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review were on arm'slength basis and in ordinary course of business and that the provisions of Section 188 ofthe Companies Act 2013 are not attracted. Thus disclosure in the form AOC-2 is notrequired. Further there are no material related party transactions during the year underreview with Promoters Directors or Key Managerial Personnel.
All related party transactions are placed before the Audit Committee as also to theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. A statement giving details of all the related partytransactions are placed before the Audit Committee and Board for review and approval on aquarterly basis. The Policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company. The web link of the same iswww.bhartiyafashion.com .
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders by the Regulators/Courts that would impactthe going concern status of the Company and its future operations.
SHIFTING OF REGISTERED OFFICE
During the year under review the Registered Office of your Company has been shiftedfrom the State of New Delhi to the State of Tamil Nadu within the jurisdiction of theRegistrar of Companies Chennai pursuant to the certificate received from the Registrarof Companies dated 1st August 2016.
The new Registered Office address of the Company is 56/7 Nallambakkam Village (ViaVandalur) Chennai - 600 048 Tamil Nadu. All the necessary formalities in this regardhave been complied with pursuant to the provisions of Section 12 of the Companies Act2013 and rules framed there under.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
(a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31stMarch 2017 and of the profit of the company for the year ended on that date;
(c) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis; and
(e) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. Sushil Poddar & Co Chartered Accountants(Firm Registration No.014969N) New Delhi as the Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting of the Company. The Boardof Directors of the Company at their meeting held on 29th May 2017 on therecommendation of the Audit Committee have made its recommendation for appointment ofM/s. K A S G & Co. Chartered Accountants (Firm Registration No. 002228C) as theStatutory Auditors of the Company at the 30th Annual General Meeting of theCompany for an initial term of 5 years. Accordingly a resolution proposing appointmentof M/s. K A S G & Co. Chartered Accountants as the Statutory Auditors of the Companyfor a term of five consecutive years i.e. from the conclusion of 30th AnnualGeneral Meeting till the conclusion of 35th Annual General Meeting of theCompany pursuant to Section 139 of the Companies Act 2013 forms part of the Notice ofthe 30th Annual General Meeting of the Company. The Company has received theirwritten consent and a certificate that they satisfy the criteria provided under Section141 of the Act and that the appointment if made shall be in accordance with theapplicable provisions of the Act and rules framed thereunder. The Report given by M/s.Sushil Poddar & Co. Chartered Accountants Statutory Auditors on the financialstatement of the Company for the financial year 2017 forms part of the annual report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
During the year under review the Auditors had not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
M/s. Sushil Poddar & Co. Chartered Accountants over many years have successfullymet the challenge that the size and scale of the Company's operations pose for auditorsand have maintained the highest level of governance ethical standards rigour and qualityin their audit. The Board places on record its appreciation for the services rendered byM/s. Sushil Poddar & Co. as the Statutory Auditors of the Company.
As per the Companies (Cost Records and Audit) Rules 2014 Cost Audit is not applicablefor the Company for the financial year 2017-2018.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company had appointed Mr. Ravi Sharma. Practicing Company Secretary FCSNO. 4468 C. P. NO. 3666 to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as Annexure C and forms an integral part ofthis report.
There is no secretarial audit qualification for the year under review.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that allassets are safeguarded and protected against loss from unauthorised use or disposition andthat the transactions are authorised recorded and reported correctly. Such internalcontrols are supplemented by an extensive programme of internal audits review bymanagement and documented policies guidelines and procedures. These are designed toensure that financial and other records are reliable for preparing financial informationand other reports and for maintaining regular accountability of the Company's assets. Theinternal auditors present their report to the Audit Committee of the Board.
The Company has adequate risk management process to identify and notify the board ofdirectors about the risks or opportunities that could have an adverse impact on theCompany's operations or that could be exploited to maximize the gains. The processes andprocedures are in place to act in a time bound manner to manage the risks oropportunities. The risk management process is reviewed and evaluated by the board ofdirectors. Bhartiya International's exposure to foreign currency risk is restricted to itsimports and exports. These risks are minimized through well-thought-out financialoperations astute treasury management and effective use of hedge options.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects such as providing scholarship to the studentsand providing donations to Trust carrying C S R Activities repair of schools providinginsurance to children etc.
These projects are in accordance with the Schedule VII of the Companies Act 2013 andthe Company's CSR Policy. The report on CSR activities as required under Companies(Corporate Social Responsibility Policy) Rules 2014 is set out as Annexure D formingpart of this report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
The Company has even devised a Policy on Prevention of Sexual Harassment at workplacewith a mechanism of lodging complaints. During the year under review no complaints werereported to the Board.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provision of Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 for the year ended31st March 2017 on the Conservation of Energy Technology Absorption andForeign Exchange Earnings and outgo is given in the Annexure E forming part of thisreport.
Bhartiya has been working round the clock to achieve the efficiencies by increasing theproductivity maximum utilization and optimization of the available resources andreal-time monitoring of operations. We are ensuring to improvise our manufacturing unitsto accommodate large orders by introducing concepts like 5s and lean management there byincreasing the profitability.
People in Bhartiya are nurtured to achieve both the organization and individualobjectives by giving them an opportunity to undertake projects which helps them in theiroverall development. Since learning and development play a vital role we organizetechnical training across the organization for managers and workers which helps them inextemporizing their work schedules. The organization also sensitize employees in the areaof compliance and rights of women employees. Bhartiya has been generously awarding peoplefor their contribution towards the business and have a robust reward and recognitionprogram at both the corporate and factory level to applaud the efforts.
PARTICULARS OF EMPLOYEES
5 persons employed throughout the year were in receipt of remuneration of Rs.60 lacper annum or more amounting to Rs.5 crore and none of the employees employed for the partof the financial year 2017 were in receipt of Rs.5 lac per month or more.
During the financial year 2016-2017 the Company had 294 employees.
The information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Director's Report for the year ended 31st March 2017 is given asseparate Annexure - F to this Report.
The above Annexure is not being sent along with this report to the Members of theCompany in line with the provision of Section 136 of the Companies Act 2013. Members whowish to obtain these particulars may write to the Company Secretary at the registeredoffice of the Company. The aforesaid Annexure is also available for inspection by Membersat the registered office of the Company 21 days before the 30thAnnual GeneralMeeting and upto the date of the ensuing Annual General Meeting during the business hourson working days.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the financial year 2016-2017 the Company has transferred the unpaid/unclaimeddividend amounting to Rs.112581/- to the Investor Education and Protection Fund (IEPF)Account established by the Central Government. The Company has also uploaded the detailsof unpaid and unclaimed amounts lying with the Company as on 29th September 2016 (date oflast Annual General Meeting) on the Company's website www.bhartiyafashion.com .
According to the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 (IEPF Rules) as amended the shares in respect of whichdividend has not been paid or claimed by the shareholders for seven consecutive years ormore shall also be credited to the demat account created by the IEPF Authority. Thecorresponding shares will be transferred as per the requirements of the IEPF Rulesdetails of which are provided on the Company's website www.bhartiyafashion.com .
The Company has neither invited/ nor accepted any deposits during the year within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposit) Rules 2014.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required under Regulation 34(2)(f) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges is not applicable to your Company for thefinancial year ending 31 stMarch 2017.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes occurred in between the financial year ended on 31stMarch 2017 and date of the report of the Company which affects the financial position ofthe Company.
Your Directors are highly grateful for all the help guidance and support received fromthe valued customers suppliers vendors other business associates various governmentand local authorities as well as the various Banks.
The Board places on record its appreciation for the devoted and dedicated servicesrendered by all the employees in taking the Company forward.
For and on behalf of the Board
| ||Snehdeep Aggarwal ||Ramesh Bhatia |
|New Delhi 29thMay 2017 ||Managing Director ||Director |
| ||DIN: 00928080 ||DIN: 00052320 |