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Bhartiya International Ltd.

BSE: 526666 Sector: Others
NSE: BIL ISIN Code: INE828A01016
BSE 00:00 | 30 Nov 218.65 3.65
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NSE 00:00 | 30 Nov 221.40 3.95
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OPEN 219.90
PREVIOUS CLOSE 215.00
VOLUME 736
52-Week high 265.95
52-Week low 130.10
P/E 21.71
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 219.90
CLOSE 215.00
VOLUME 736
52-Week high 265.95
52-Week low 130.10
P/E 21.71
Mkt Cap.(Rs cr) 267
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhartiya International Ltd. (BIL) - Director Report

Company director report

Your Director's are pleased to present the Thirty Forth Annual Reporton the business and operations of the Company together with Audited Financial Statementsfor the financial year ended 31st March 2021 ("year under review").

FINANCIAL RESULTS

The consolidated and standalone financial results of the Company forthe financial year ended 31st March 2021 are as follows:

(Rs. in Lakhs)

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Net Sales/ Income from Operations 54839.35 72069.58 39677.23 57467.48
Other Income 495.10 435.50 427.60 308.85
Total Income 55334.45 72505.08 40104.83 57776.32
Profit before Interest Tax & Depreciation 3717.50 6399.59 3391.63 5669.69
Finance Cost 2385.98 2491.32 2318.12 2296.42
Profit before Tax & Depreciation 1331.52 3908.27 1073.51 3373.27
Depreciation 1033.49 997.99 835.69 873.16
Profit Before Tax 298.03 2910.28 237.82 2500.11
Tax Expenses 28.37 435.86 79.95 349.44
Net Profit after Tax 269.66 2474.42 157.87 2150.67
Share of Net Profit/(Loss) of Associates (887.33) (348.68) - -
Net Profit/Loss (617.67) 2125.74 157.87 2150.67
Other Comprehensive Income 25.76 29.88 25.25 30.31
Total Comprehensive Income for the Year (591.91) 2155.62 183.12 2180.98
Paid up Equity Share Capital 1220.24 1220.19 1220.24 1220.19
Reserve (Excl. Revaluation Reserve) 32811.76 33455.76 27920.40 27736.68
Earning per Share (Basic) Rs. (4.83) 17.43 1.29 17.63
Earning per Share (Diluted) Rs. (4.82) 17.37 1.29 17.57
Dividend - - - -

PERFORMANCE REVIEW

On standalone basis during the year under review the Company achieveda turnover of Rs. 39677.23 Lakhs. The Net Profit after taxes was reported at Rs. 157.87Lakhs as compared to Rs. 2150.67 Lakhs in the previous year.

On consolidated basis during the year under review the Companyachieved a turnover of Rs. 54839.35 Lakhs. The Net Profit/(loss) after taxes minorityinterest and share of profit/(loss) of associates was reported at Rs. (617.67) Lakhs asagainst Rs. 2125.74 Lakhs in the previous year.

IMPACT OF COVID-19

The Company's operations for the year ended 31st March 2021have been impacted partially by the outbreak of COVID-19 pandemic and the consequentlockdown announced by central and state governments due to which the operations weresuspended for a large part of the quarter ended 30th June 2020 and resumedgradually with prescribed regulations and precautions. Accordingly the financial resultspresented for the year ended 31st March 2021 are not strictly comparable withthose of previous periods.

Accordingly the company has assessed the impact of this pandemic onits business operations and has considered all relevant internal and external informationavailable to determine the impact on the company's revenue from operations and estimationof sales related expenses over the foreseeable future and the recoverability and carryingvalue of certain assets such as property plant and equipment investments inventoriestrade receivables deferred tax assets & input tax credit receivables. The companycontinues its business activities in lines with the guidelines issue by the Governmentauthorities take steps to strengthen its liquidity position and further explore costrestructuring exercise. The company does not anticipate any challenges in its ability tocontinue as going concern or meeting its financial obligations. As the situation isunprecedented the company is closely monitoring the situation as it evolves in future.

DIVIDEND

In order to conserve the resources of the Company by taking intoaccount the prevailing economic situation and the need of resources for growth the Boardof Directors of the Company thought it was prudent not to recommend any dividend on theEquity Shares of the Company for the Financial Year ended 31st March 2021.

Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the requirement for adopting the Policy is notapplicable to the Company during the FY 2020-21.

RESERVES

During the period under review an amount of Rs. 1.83 Crore has beentransferred to Reserves of the Company.

SHARE CAPITAL

During the year under review the following changes had taken place inthe Paid-up Equity Share Capital of the Company:

Dates Description No. of shares Total value of shares (Rs.)
01/04/2020 Share Capital at the beginning of the year 12201869 122018690
Addition
23/11/2020 Equity Shares allotted pursuant to ESOP Scheme 500 5000
31/03/2021 Share Capital at the end of the year 12202369 122023690

As on 31st March 2021 Mr. Manoj Khattar Whole-TimeDirector of the Company hold instruments convertible into equity shares of the Company.

CREDIT RATING

Rating Committee of ICRA has downgraded the long-term rating of[ICRA]BBB+(pronounced ICRA Triple B plus) assigned earlier to the captioned bankfacilities of Rs 553.68 crore to [ICRAJBBB (pronounced ICRA Triple B) and has assigned along-term rating of [ICRAJBBB (pronounced ICRA Triple B) to the additional bank facilitiesof Rs 50-crore. The outlook on the long-term rating has been revised from Negative toStable.

EMPLOYEES STOCK OPTION PLAN

During the year under review the Company has allotted 500 equityshares of Rs. 10/- each on exercise of vested options by certain employees of the Companyand its subsidiaries.

The Nomination and Remuneration Committee of the Board of Directors ofthe Company inter alia administers and monitors the Employees' Stock Option Scheme ofthe Company in accordance with the Securities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme) Guidelines 1999 ('the SEBI Guidelines')read with Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014.

The Company has received a certificate from the Statutory Auditors ofthe Company that the Scheme has been implemented in accordance with the SEBI Guidelinesand the resolution passed by the shareholders. The certificate would be placed at theAnnual General Meeting for inspection by members.

Statement Pursuant to Regulation 14 of the SEBI (Share Based EmployeeBenefits) Regulations 2014 as at 31st March 2021 are set out in Annexure A tothis Report.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and thedate of this Report other than the impact of COVID-19 on the business operations andfinancial position of the Company detailed in this Report as well as Notes to theFinancial Statements of the Company.

FINANCIAL STATEMENTS

As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on 31st March 2021 has been prepared inaccordance with the Indian Accounting Standards (IND AS) notified under Section 133 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014. The estimates andjudgements relating to the Financial Statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash hows for the year ended 31stMarch 2021.

DETAILS AND PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic Subsidiaries

Bhartiya Global Marketing Ltd

It is a Global Marketing Company engaged in export of textile andleather garments. The net loss was reported at Rs. 0.18 lakhs during the financial year2020-21.

J&J Leather Enterprises Ltd.

This Company is a tannery to support our leather garments andaccessories business through conversion of wet blue leather into finished leather. Thetotal revenues of the Company was Rs. 11766.74 lakhs and the net loss was Rs. 63.40 lakhsduring the financial year 2020-21.

Bhartiya International SEZ Ltd.

The Company is incorporated to develop sector specific Special EconomicZone (SEZ) of Leather & Leather Products. It is a joint venture between BhartiyaInternational Ltd. and Andhra Pradesh Industrial Infrastructure Corporation. The totalrevenues of the Company was Rs. 46.00 lakhs and the net loss was Rs. 27.25 lakhs duringthe financial year 2020-21.

Bhartiya Fashion Retail Ltd.

The Company had registered a profit of Rs. 0.41 lakhs for the financialyear 2020-21.

Bhartiya Urban Infrastructure Ltd

The Company had registered a profit of Rs. 0.07 lakhs for the financialyear 2020-21.

Overseas Subsidiaries Ultima S.A. Switzerland

The Company is engaged in marketing and selling of outwears includingleather garments accessories and textile products in Europe. The total revenues of theCompany was CHF 13696996.79 and the net profit was CHF 258422.44 during the financialyear 2020-21.

World Fashion Trade Ltd Mauritius

The Company registered other income of HK$ 1268126 and net profit ofHK$ 1111845 for the period ended 31st March 2021.

Ultima Italia SRL Italy

This company markets all fashion products including fur and leathergarments in Italian market. The total revenues of the Company were Euro 1058322 and thenet loss was Euro 269608 during the financial year 2020-21.

Design Industry Ltd Hong kong

This company is engaged in sourcing of outerwear (including leather PUGarments fashion accessories) and textile product from China and India for marketing andselling in Europe. The total revenues of the Company were HK$ 67844815 and the netprofit was HK$ 2359828.

Design Industry China Ltd China

Design Industry China Limited is a wholly owned subsidiary of UltimaS.A. This 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 4102891.63 and the net profit was RMB Yuan268846.64 during the financial year.

New Subsidiary /Associate Company Incorporated / Dissolved during theyear

No new Subsidiary or Associate Company were incorporated/acquiredduring the year under review. Also no Subsidiary or Associate Company was dissolvedduring the year.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared inaccordance with the relevant Indian Accounting Standards 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 5of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of Subsidiaries/Associate Companies/Joint Ventures is given in FormAOC-1 and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of theCompany as required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in a separate section and forms an integral part of thisReport.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read withCompanies (Management and Administration) Rules 2014 the Annual Return of the Companyhas been hosted on the Company's website www.bhartiya.com and weblink for the same ishttps://bhartiyafashion.com/download/ANNUAL-RETURN-2020.pdf.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Company's securities are listed at the following Stock Exchanges inIndia: - BSE Limited

National Stock Exchange of India Limited

The Annual Listing fee for the Financial Year 2021-22 has already beenpaid to both the above Stock Exchanges.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act2013 Mr. Manoj Khattar (DIN: 00694981) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. TheBoard of Directors recommends his re-appointment and the matter is being placed for theapproval of members at the ensuing Annual General Meeting of the Company.

Mrs. Annapurna Dixit Independent Director has resigned from theCompany w.e.f. 28th July 2020.

All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel of the Company during theyear under review.

Sl. No. Name of the person Designation
1 Mr. Manoj Khattar Whole-Time Director
2 Mr. Raj Kumar Chawla Chief Financial Officer
3 Mrs. Shilpa Budhia* Company Secretary
4 Mr. Yogesh Kumar Gautam** Company Secretary

*Mrs. Shilpa Budhia has tendered her resignations from the post ofCompany Secretary of the Company with effect from 9th October 2020. Mrs.Shilpa Budhia has served the Company for around seven years from December 2013.

**Mr. Yogesh Kumar Gautam was appointed as Company Secretary of theCompany with effect from 12th November 2020 being a Key Managerial Personnel.

The above changes were proposed and noted by the Nomination andRemuneration Committee and approved by the Board of Directors.

COMMITTEES

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 andnumbers of Meetings held during the Financial Year 2020-21 is provided in the CorporateGovernance Report.

NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to Executive and Non-Executive Directors This policyalso lays down the criteria for selection and appointment of Board members. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of the candidates

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees on the evaluation criteriadefined by Nomination and Remuneration Committee for performance evaluation process of theBoard its Committees and Directors.

The Board's functioning was evaluated on various aspects includinginter-alia the structure of the Board meeting of the Board functions of the Boarddegree of fulfilment of key responsibilities establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

The Committees of the Board were assessed on the degree of fulfilmentof key responsibilities adequacy of Committee composition and effectiveness of Meetings.The Directors were evaluated on aspects such as attendance contribution at Board /Committee Meetings and guidance / support to the Management outside Board / CommitteeMeetings.

The performance assessment of Non-Independent Directors and the WholeTime Director Board as a whole and the Chairman were evaluated in separate meetings ofIndependent Directors held on 15th March 2021 without the presence of Non-Independent Directors and members of the management. The same was also discussed in themeetings of Nomination and Remuneration Committee and the Board. Performance evaluation ofIndependent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

The Board of Directors expressed their satisfaction with the evaluationprocess.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2020-21 four Board Meetings of the Companywere held. The details of the Meetings of the Board held during the Financial Year 2020-21forms part of the Corporate Governance Report.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review the Company has complied allapplicable Secretarial Standards specified by the Institute of Company Secretaries ofIndia pursuant to Section 118 of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns orgrievances. The Whistle Blower Policy has been posted on the website of the Company (www.bhartiya.com).

RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under reviewwere on arm's length basis and in ordinary course of business and that the provisions ofSection 188 of the Companies Act 2013 are not attracted. Thus disclosure in the formAOC-2 is not required. Further there are no material related party transactions duringthe year under review with Promoters Directors or Key Managerial Personnel. All relatedparty transactions are mentioned in the Notes to the Financial Statements.

All related party transactions are placed before the Audit Committee asalso to the Board for approval.

Omnibus approval is obtained for the transactions which are foreseenand repetitive in nature with Related Parties. A statement giving details of all therelated party transactions are placed before the Audit Committee and Board for review andapproval on a quarterly 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.bhartiya.com. None of the Directors has any pecuniary relationship or transactionsvis-a-vis the Company except remuneration and sitting fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders by the Regulators/Courtsthat would impact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the informationand explanations obtained your Directors make the following statement in terms of Section134{3){c) of the Companies Act 2013:

(a.) that in the preparation of the annual accounts for the financial year ended 31stMarch 2021 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 2021 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 bythe company 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.

STATUTORY AUDIT

At the Annual General Meeting (AGM) held on 27th September2017 M/s. K A S G & Co. Chartered Accountants (Firm Registration No. 002228C) wereappointed as the Statutory Auditors of the Company for an initial term of 5 years. TheMinistry of Corporate Affairs vide notification No. S.O. 1833(E) dated 7th May2018 has done away with the requirement of seeking ratification of members forappointment of auditors at every Annual General Meeting. Accordingly no resolution isbeing proposed for ratification of appointment of Statutory Auditors at the 34thAnnual General Meeting.

The Report given by M/s. K A S G &Co. Chartered AccountantsStatutory Auditors on the financial statement of the Company for the year 2020-21 is partof the Annual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

During the year under review the Auditors had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.

COST AUDIT AND MAINTANANCE OF COST RECORD

As per the Companies (Cost Records and Audit) Rules 2014 Cost Auditis not applicable to the Company for the financial year 2021-22.

Further maintenance of cost record as specified by the CentralGovernment under sub-section-1 of Section 148 of the Companies Act 2013 is not required.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under the Company had appointed Mr. Ravi Sharma. Practicing CompanySecretary FCS NO. 4468 C. P. NO. 3666 from M/s. RSM & Co. to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure'B' and forms an integral part of this Report. There is no secretarial auditqualification for the year under review.

Pursuant to Regulation 24A of Listing Regulations read with SEBICircular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019 the AnnualSecretarial Compliance Report of the Company for the period ending 31st March2021 was submitted to the stock exchanges and is uploaded on the website of the Companyi.e. www.bhartiya.com.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls toensure that all assets are safeguarded and protected against loss from unauthorised use ordisposition and that the transactions are authorised recorded and reported correctly.Such internal controls are supplemented by an extensive programme of internal auditsreview by management and documented policies guidelines and procedures. These aredesigned to ensure that financial and other records are reliable for preparing financialinformation and other reports and for maintaining regular accountability of the Company'sassets. The internal auditors present their report to the Audit Committee of the Board.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.

RISK MANAGEMENT

The Company has adequate risk management process to identify and notifythe board of directors about the risks or opportunities that could have an adverse impacton the Company's operations or that could be exploited to maximize the gains. Theprocesses and procedures are in place to act in a time bound manner to manage the risks oropportunities The Company's approach to addressing business risks is comprehensive andincludes periodic review of such risks and a framework for mitigating controls andreporting mechanism of such risks. Bhartiya International's exposure to foreign currencyrisk is restricted to its imports and exports. These risks are minimized throughwell-thought-out financial operations astute treasury management and effective use ofhedge options.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a part of its initiative under the "Corporate SocialResponsibility" (CSR) drive the company has undertaken projects in the area ofeducation rural development projects & infrastructure and sanitation. These projectsare in accordance with Schedule VII of the Act and the Company's CSR policy.

In order to incorporate the latest amendments made to the provisions ofthe Act and based on the recommendations of the CSR Committee the Board of Directors atits meeting held on 29th June 2021 had revised the CSR Policy of the Company.

The Report on CSR activities as required under the Companies (CSRPolicy) Rules 2014 along with the brief outline and contents of the CSR policy areannexed as Annexure 'C' and forms an integral part of this Report. The Policy hasbeen uploaded on Company's website at www.bhartiya.com.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 the Company has formulated and implemented apolicy on prevention of sexual harassment at the workplace with a mechanism of lodgingcomplaints. Besides redressal is placed on the intranet for the benefit of employees.Further the Company has complied with provision relating to the constitution of InternalComplaint Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (14 of 2013). There was no instance reported forsexual harassment at workplace during the year under review.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in accordance with the provision of Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 forthe year ended 31st March 2021 on the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and outgo is given in the Annexure D formingpart of this report.

HUMAN RESOURCES

One of the factors in Organization's performance are its people and theprocesses associated with them. Bhartiya Group is one such organization to invest in theirmanpower and hire quality people who lead the business processes and helps in redefiningand overhauling to achieve maximum output. Our teams are making efforts to deploy new& upcoming technology in our manufacturing units working towards bringing changes inthe existing processes for increasing the efficiency and for controlling the waste.

Our organization took all the necessary precautions during pandemic andhave extended support to the workers to sustain their livelihood. Many programs have beeninitiated to maintain the mental wellbeing of people and a continuous communication withthe teams have been ensured to upkeep the motivation level intact. Our people are workinground the clock to fulfill the deliverables promised to our customers thereby maintainingthe customer delight. All this has been made possible due to the never-ending efforts ofour teams and their belongingness towards the organization.

Bhartiya Group always work towards the upliftment of its people whichcan be seen in every step of the employee lifecycle.

PARTICULARS OF EMPLOYEES

During the financial year 2020-21 the Company had 291 employees.

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended a statement showing the names and otherparticulars of the employees drawing remuneration in excess of the limits set out in thesaid rules forms part of this report.

Further the disclosures pertaining to remuneration and other detailsas required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this Report.

Having regard to the provisions of the second proviso to Section 136(1)of the Act the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during business hours on working days upto the date of ensuingAnnual General Meeting. Any member interested in obtaining such information may write tothe Company Secretary and the same will be furnished on request. The Annual Reportincluding the aforesaid information is also available on the Company's website.

None of the employees listed in the said Annexure is a relative of anyDirector of the Company. None of the employees hold (by himself or along with his spouseand dependent children) more than two percent of the equity shares of the Company.

DEMAT SUSPENSE ACCOUNT FOR UNCLAIMED SHARES

There are no unclaimed shares of the Company.

PUBLIC DEPOSIT

The Company has neither invited/ nor accepted any deposits during theyear within the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposit) Rules 2014.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges is not applicable to your Companyfor the financial year ending 31st March 2021.

AWARDS AND ACCOLADES

Though awards for financial year 2019-20 & 2020-21 could not befacilitated due to prevailing covid situation across the globe the Company has receivedthe following rewards in previous years:

First Place Export Award from Council for Leather Export (Categoryabove Rs.300 Crores - Leather Garments) for the financial year-2018-19

First Place Export Award from Council for Leather Export - NorthernRegion (Category above Rs.300 Crores - Leather Garments) for the financial year - 2018-19

Second Place Export Award from Council for Leather Export - NorthernRegion (Category Overall Exports) for the financial year-2018-19

First Place Export Award from Council for Leather Export - NorthernRegion (Category Leather Goods Above Rs.50 Crores & Upto Rs.100 Crores) for thefinancial year - 2018-19

First Place Export Award from Council for Leather Export - NorthernRegion (Category Finished Leather Upto Rs.25 Crores) for the financial year - 2018-19

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these matters during theyear under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration and commission from any of its subsidiaries.

c) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

d) No frauds has been reported by the Auditors to the Audit Committee or the Board.

e) There has been no changes in the nature of business of the Company.

ACKNOWLEDGEMENTS

Your Directors are highly grateful for all the help guidance andsupport received from the valued customers suppliers vendors other business associatesvarious government and local authorities as well as the various Banks.

The Board places on record its appreciation for the devoted anddedicated services rendered by all the employees in taking the Company forward.

.