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Bhatia Communications & Retail (India) Ltd.

BSE: 540956 Sector: Others
NSE: N.A. ISIN Code: INE341Z01025
BSE 00:00 | 20 May 24.75 0.20
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NSE 05:30 | 01 Jan Bhatia Communications & Retail (India) Ltd
OPEN 25.20
PREVIOUS CLOSE 24.55
VOLUME 45231
52-Week high 37.70
52-Week low 6.30
P/E 56.25
Mkt Cap.(Rs cr) 310
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.20
CLOSE 24.55
VOLUME 45231
52-Week high 37.70
52-Week low 6.30
P/E 56.25
Mkt Cap.(Rs cr) 310
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhatia Communications & Retail (India) Ltd. (BHATIACOMMUNIC) - Director Report

Company director report

To

The Members

Bhatia Communications & Retail (India) Limited

Your Directors take pleasure in submitting the 13th Annual Report of theBusiness and operations of your Company and the Audited Financial Statements for thefinancial year ended 31st March 2021.

1. FINANCIAL RESULTS & PERFORMANCE

Particulars For the year ended 31-03-2021* For the year ended 31-03-2020*
Revenue from operations 17292.18 16803.32
Other Income 1679.49 1896.69
Total Revenue 18971.66 18700.01
Profit before tax and Exceptional Items 530.89 732.83
Exceptional Items 0 0
Profit before Taxation 530.89 732.83
-Current Tax 141.72 193.32
-Deferred Tax (2.57) 0.46
-Income tax of earlier years 17.254 0.24
Net Profit/ (Loss) For The Year 374.492 538.80
Other Comprehensive Income for the Year Net of Tax 4.18 3.19
Total Comprehensive Income for the Year 378.67 541.99

The company got migrated from BSE SME Platform to the main Board of BSE w.e.f. 17September 2020 thereafter it has started disclosing its results on quarterly basis ofwhich results are subjected to limited review and publishes audited financial results onan annual basis. The Financial Statements as stated above are also available on theCompany's website www.bhatiamobile.com.

2. STATE OF COMPANY'S AFFAIR

During the year Your Company recorded total revenue of 18971.66 Lacs against Rs.18700.01 Lacs in the previous year representing an increase of 1.45% during the year andProfit before Tax Rs. 530.89 Lacs as compared to Rs. 732.83 Lacs during the year. TotalComprehensive Income during the year was Rs. 378.67 as compared to Rs. 541.99 in theprevious year. A detailed analysis on the Company's performance is included in the"Management's Discussion and Analysis" Report which forms part of this Report.

3. ROAD AHEAD

Our vision of becoming one of the top retail mobile chains and moving towardssustainable growth. Our priorities are as follows:

Focus on increasing outlets with multiple products

Maintaining Price Competitiveness

Technology enabled inventory management system

Cross promotion through intelligent marketing

Moving up the value chain - Expanding the product line under own brand

4. STATUTORY INFORMATION

The Company being basically engaged into the retail and whole sell distributionbusiness of mobile handsets tablets data-cards Television mobile accessories mobilerelated products. Apart from this business the Company is not engaged in any otherbusiness/activities.

5. DIVIDEND

The Board is pleased to recommend a dividend of 5% i.e. Re. 0.50 per equity share forthe financial year 2020-21. The dividend if approved by the members will be paid to themembers within time limit defined in the Companies Act 2013.

The promoters of the company have waived there right to receive dividend declared bythe company for financial year 2020-21 due to which the company will have to pay dividendonly to 3300000 equity shareholders.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. MATERIAL CHANGES

COVID-19: Directors have been periodically reviewing with the Management the impact ofCOVID-19 on the Company. During the 1st quarter of the year your Company had totemporarily suspend operations as per the directives of the Government. For the companythe focus immediately shifted to ensuring the health and well-being of all employees andon minimizing disruption to services for all our customers globally. In order to ensuresmooth functioning work from home facility was extended to many of the employees of thecompany. The Board and the Management will continue to closely monitor the situation as itevolves and do its best to take all necessary measures in the interests of allstakeholders of the Company.

During the year the company has migrated from BSE SME Exchange to the main Boardplatform of BSE Limited with effect from 17th September 2020.

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

8. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31/03/2021 was Rs. 130000000 andPaid up share capital of the Company as on 31/03/2021 was Rs. 125152000. There has beenno such change in the Equity share capital of the Company during the year.

9. CHANGE IN NATURE OF BUSINESS IF ANY

During the Financial Year there has been no change in the business of the company orin the nature of Business carried by the company during the financial year under review.

10. DEPOSITS

During the year Company has not accepted any deposits from public within the meaningof the Section 73 of the Companies Act 2013.

Details of money received from Directors

Sr. No. Name of Directors O/s amount as on year end (In Lakh)
1 Nikhil Harbanslal Bhatia 122.214
2 Sanjeev Harbanslal Bhatia 5.757

11. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Holding Joint Venture or Associate Company.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunalsimpacting the going concern status and company's operation in nature.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Sanjeev Harbanslal Bhatia (DIN:02063671) ManagingDirector retire by rotation and is being eligible has offered himself for re-appointmentat the ensuing Annual General Meeting. Company's policy on directors' appointment andremuneration is available on the website of the company athttps://bhatiamobile.com/wp-content/uploads/2019/04/Policy-on-Appointment-and-Remuneration-for-Directors-Key-Managerial-Personnel-and-Senior-Management-Employee.pdf

Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.

The following are the List of Directors and KMP of the Company during the year:

Name of Directors Category & Designation Appointment Date Change in Designation Resignation Date
Mr Sanjeev Harbanslal Bhatia Executive Managing Director 25.03.2008 05.01.2018 -
Mr. Nikhil Harbanslal Bhatia Executive Whole Time Director 01.04.2008 05.01.2018 -
Mr. Arpit Arunkumar Jain Non-Executive Independent Director 05.01.2018 - -
Mrs. Rashmi Kapil Arora Non-Executive Independent Director 05.01.2018 - -
Mr. Rachit Naresh Narang Non-Executive Independent Director 05.01.2018 - -
Mrs. Kamleshkumari Harbanslal Bhatia Non- Executive Director 30.03.2020 18.09.2020 -
Mr.Ravindra Arunrao Sojal Chief Financial Officer 05.01.2018 - -
Ms. Mittal Narendrabhai Shah Company Secretary 12.04.2019 - -

14. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return for FY 2020-21 is uploaded on the website of the Company andthe same is available at https://bhatiamobile.com/wp-content/uploads/2021/08/MGT-7.pdf

15. RELATED PARTY TRANSACTION

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under section 188 of the Companies Act 2013 entered bythe Company during the financial year were in ordinary course of business and at arm'slength basis. The Policy on Related Party Transactions is uploaded on the website of thecompany. The web link ishttps://bhatiamobile.com/wp-content/uploads/2018/05/Related-Party-Transaction-Policy.pdfDetails of the related party transactions made during the year are attached as Annexure-1inform AOC-2 for your kind perusal and information.

16. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken placeduring the year and their details along with their attendance is given in Annexure 2in the Corporate Governance Report.

17. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of thechanges in their composition if any is given in Annexure 2 in the CorporateGovernance Report.

18. LOANS GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act 2013 loans guarantees andinvestments made under section 186 of the Companies Act 2013 are as under:

Sr. No. Date of transaction Name of the Company Purpose of Transaction Amount involved in Transaction
1 Various Dates Suncare Traders Limited Loan for business development 251.282
2 Various Dates Bagh Bahar Appliances Pvt Ltd Loan for business development 316.900
3 Various Dates Manasi Sarees Private Limited Loan for business development 27.297

19. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by themstating that they meet the criteria of independence as provided in section 149(6) of theCompanies Act 2013.

There has been no Change in the circumstances affecting their status as IndependentDirectors of the Company so as to qualify themselves to be appointed as IndependentDirectors under the provisions of the Companies Act 2013 and the relevant regulations.

All the independent directors have enrolled with the Indian Institute of CorporateAffairs at Manesar for exam "Online Self Assessment Test".

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirectors of the company have complied with the code of Independent Director. IndependentDirectors met separately on 13th February 2021 to inter alia review theperformance of Non-Independent Directors (Including the Chairman) the entire Board andthe quality quantity and timeliness of the flow of the information between the Managementand the Board.

20. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company have been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Company athttp://bhatiamobile.com/wp-content/uploads/2019/06/Vigil-Mechanism-Whistle-Blower-Policy.pdf

21. RISK MANAGEMENT

Risks are events situations or circumstances which may lead to negative consequenceson the Company's business. Risk Management is a structured approach to manage uncertainty.An enterprise wide approach to Risk Management is being adopted by the Company and keyrisks will now be managed within a unitary framework. As a formal roll-out all businessdivisions and corporate functions will embrace Risk Management Structure and make use ofthese in their decision making. Key business risks and their mitigation are considered inthe annual/strategic business plans and in periodic management reviews. The riskmanagement process over the period of time will become embedded into the Company'sbusiness system and processes such that our responses to risk remain current and dynamic.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your directorshereby confirm:

A. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departments;

B. That the directors have 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 if the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

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 for preventing and detecting fraud and other irregulations

D. That the directors had prepared the annual accounts on a going concern basis; and E.The directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

23. ANNUAL EVALUATION

During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directorsincluding Chairman of the Board. This exercise was carried out through a structuredquestionnaire prepared separately for Board Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like decision makingparticipation in meeting overall performance etc. In addition the chairman was alsoevaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise andaction plans to address these are in progress. The performance evaluation of the NonIndependent Directors performance of Board as a whole including Chairman was carried outby the Independent Directors at a separate meeting of the Independent Directors on 13thFebruary 2021.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well placed proper and adequate internal financial control systemwhich ensures that all the assets are safeguarded and protected and that the transactionsare authorized recorded and reported correctly. The internal audit covers a wide varietyof operational matters and ensures compliance with specific standard with regards toavailability and suitability of policies and procedures. During the year no reportablematerial weakness in the design or operation were observed.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS

The companies act 2013 re-emphasizes the need for an effective internal financialcontrol system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules 2014requires the information regarding adequacy of internal financial controls with referenceto the financial statements to be disclosed in the board' report. The detailed reportforms part of Independent Auditors Report.

26. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance.Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is filing Corporate Governance Report to stock exchangequarterly. However as per Regulation 34(3) read with

Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015company is giving report on corporate governance report in annual report of the company.Corporate Governance Report is as per Annexure - 2. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached in the report on Corporate Governance.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING Withreference to Section 134(3)(m) of the Companies Act 2013 the details of conservation ofenergy technology absorption and foreign exchange earnings are as per Annexure - 3.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSRactivities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules2014. The details of CSR activities for the financial year 2020-2021 forms part of thisBoard report in Annexure 4.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis Report is given in Annexure -5.

30. STATUTORY AUDITORS

The Members at the 11thAnnual General Meeting of the Company held onSeptember 09 2019 had appointed M/s. R kejriwal & Co. Chartered Accountants (FirmRegistration No. 133558W) as the Statutory Auditor of the Company to hold office for aterm of two years i.e. from the conclusion of the 11th Annual General Meetinguntil the conclusion of the 13thAnnual General Meeting to be held in the year2021.

The Board of Directors at its meeting held on August 20 2021 have approved theproposal to appoint M/s. R P R & Co. Chartered Accountants (Firm Registration No.131964W) as Statutory Auditors of the Company for a term of five years from the conclusionof the 13thAnnual General Meeting until the conclusion of 18thAnnual General Meeting of the Company.

The Board has received the letter from the auditor that their appointment if madewould be within the prescribed limit under section 139(2) of the Companies Act 2013 andthat they are not disqualified for such appointment under section 141 of the CompaniesAct 2013. Your Board proposes for the appointment of M/s R P R & Co.

31. INTERNAL AUDITOR

The Company has appointed M/s. V. M. Patel & Associates Cost Accountant Surat asan Internal Auditor for the term of 5 years from from F.Y. 2019-20 to 2023-24 in the Boardmeeting held on 30th May 2019 after obtaining his willingness and eligibilityletter for appointment as Internal Auditor of the Company. Internal Auditors are appointedby the Board of Directors of the Company based on the recommendation of the AuditCommittee. The Internal Auditor reports their findings on the internal Audit of theCompany to the Audit Committee on a quarterly basis. The Scope of Internal audit isapproved by the Audit Committee.

32. SECRETERIAL AUDITOR

Your board has appointed Mr. Ranjit Binod Kejriwal Practicing Company Secretary assecretarial Auditor of the company for the period of 5 consecutive years starting fromfinancial year 2019-2020. The secretarial report for the financial year 2020-2021 isattached as Annexure-6. Report of secretarial auditor is self-explanatory and neednot any further clarification.

33. COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not callfor any further explanation as required under section 134 of the Companies Act 2013.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. The Disclosurepertaining to remuneration as required under section

197(12) of the Companies Act 2013 read with Rule of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016 are as per Annexure - 7.The detailed remuneration policy of the Company is available on the below link:http://bhatiamobile.com/wp-content/uploads/2020/06/Remunreation-Policy-1.pdf

35. CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations the CFO has certified to theBoard of Directors of the Company with regard to the financial statements and othermatters specified in the said regulation for the financial year 2020-2021. The certificatereceived from CFO is attached herewith as per Annexure 8.

36. CODE OF CONDUCT

Board of Directors has formulated and adopted Code of Conduct for Board of Directorsand Senior Management Personnel from January 19 2018. During the year Board of Directorsand Senior Management Personnel has complied with general duties rules acts andregulations. In this regard certificate from Managing Directors as required under ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 has beenreceived by the Board and the same is attached herewith as per Annexure 9.

Code of Conduct form Board of Directors and Senior Management Personnel is available onbelow link: http://bhatiamobile.com/wp-content/uploads/2018/08/Code-of-Conduct.pdf

37. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OFCORPORATEGOVERNANCE

Corporate Governance is a set of process practice and system which ensure that theCompany is managed in a best interest of stakeholders. The key fundamental principles ofcorporate governance are transparency and accountability. At Bhatia Company's corebusiness objective is to achieve growth with transparency accountability and withindependency. Company has adopted various corporate governance standard and doing businessin ethical way by which Company has enhance stakeholders trust shareholders wealthcreation by improving shares valuation market capitalization etc.

A certificate received from M/s R. Kejriwal & Co. Statutory Auditors of theCompany regarding compliance of the conditions of Corporate Governance as required underSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isattached herewith as per Annexure 10.

38. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Ranjit Binod Kejriwal Practicing Company Secretary has issued a certificaterequired under the listing regulations confirming that none of the Directors on the Boardof the company has been debarred or disqualified from being appointed or continuing asdirector of the company by SEBI/Ministry of Corporate Affairs or any such statutoryauthority. The certificate is enclosed as Annexure 11.

39. SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of "Prevention of Sexual Harassment of Women atWorkplace". There were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder. The objectiveof this policy is to provide protection against sexual harassment of women at workplaceand for redressal of any such complaints of harassment internal complaints committee hasbeen set up to redress the complaints if any.

The company has complied with the provisions relating to constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Your director's further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

40. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).

41. FRAUD REPORTING

During the year under review no fraud has been reported by Auditors under Section143(12) of the Companies Act 2013.

42. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Governmentunder section 148(1) of the Companies Act 2013 and accordingly such accounts and recordsare not made and maintained.

43. PREVENTION OF INSIDER TRADING

The Company has adopted a Code Of Internal Procedures And Conduct For RegulatingMonitoring And Reporting Of Trading By Insiders And Code Of Practices And Procedures ForFair Disclosure Of Unpublished Price Sensitive with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode.

The Company has a Prohibition of Insider Trading Policy and the same has been posted onthe website of the Company athttps://bhatiamobile.com/wp-content/uploads/2019/06/Prohibition-of-Insider-Trading-Policy.pdf

44. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of Company.

45. INSURANCE

All the properties and the Insurable Interest of the company Including building andstocks wherever necessary and to the extent required have been adequately insured. Thecompany keeps reviewing the insurance amount every year as per requirement.

46. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment and express their sincere thanks andappreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the company.

47. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff resulting in successfulperformance of the Company during the year.

For the Board of Director
Bhatia Communications & Retail (India) Limited
Sd/- Sd/-
Sanjeev Harbanslal Bhatia Nikhil Harbanslal Bhatia
Managing Director Whole Time Director
DIN: 02063671 DIN:02063706
Place: Surat
Date: 20.08.2021

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