Bhatia Communications & Retail (India) Limited
Your Directors take pleasure in submitting the 11th Annual Report of the Business andoperations of your Company and the Audited Financial Statements for the financial yearended 31st March 2019.
1. FINANCIAL RESULTS & PERFORMANCE
|Particulars ||For the year ended 31-03-2019* ||For the year ended 31-03-2018* |
|Revenue from operations ||16509.49 ||15512.53 |
|Other Income ||1566.53 ||1189.46 |
|Total Revenue ||18076.02 ||16701.99 |
|Profit before tax and Exceptional Items ||712.38 ||542.02 |
|Exceptional Items ||0 ||0 |
|Profit before Taxation ||712.38 ||542.02 |
|-Current Tax ||199.09 ||188.98 |
|-Deferred Tax ||(0.39) ||(5.01) |
|-Income tax of earlier years ||7.35 ||0.48 |
|Net Profit/ (Loss) For The Year ||506.33 ||357.58 |
*Figures regrouped wherever necessary
The Company discloses financial results on half yearly basis of which results aresubjected to limited review and publishes audited financial results on an annual basis.The Financial Statements as stated above are also available on the Company's websitewww.bhatiamobile.com.
2. STATE OF COMPANY'S AFFAIR
During the year Your Company recorded total revenue of 16509.49 Lacs during thecurrent financial year as compared to total revenue of 15512.53 Lacs in financial year2017-18 and Profit before Tax for the year 2018-19 stood at 712.38 Lacs as compared toProfit before tax of 542.02 Lacs in financial year 2017-18. Profit after Tax for thecurrent year stood at 506.33 Lacs as compared to Profit after Tax of 357.58 Lacs. Adetailed analysis on the Company's performance is included in the "Management'sDiscussion 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 same stores sales growth
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
We are very excited to enter into the new phase of growth and will continue to investin our capabilities to increase our presence prudently and create value for theshareholders. We would like to be thankful to the entire stakeholder for being part of thejourney.
Keeping in mind the overall performance and outlook for your Company your Board ofDirectors recommend that this time the company is not declaring dividends as the companyrequire funds for its business expansion. Your Directors are unable to recommend anydividend for the year ended 31st March 2019.
5. UNCLAIMED DIVIDEND
There is no balance lying in unpaid equity dividend account.
6. TRANSFER TO RESERVE
Company has not transferred any amount from profit to General Reserve.
7. MATERIAL CHANGES
There are no Material change occurred between the end of the financial year of thecompany to which the financial statements related and the date of the report which isaffecting the financial position of the company.
8. SHARE CAPITAL
During the year Company increased its authorized share capital from Rs. 70000000/-(Rupees Seven Crore only) to Rs. 130000000/- (Rupees Thirteen Crore) in Board meetingheld on 16th August 2018 and after being approved by the shareholders in General Meetingheld on 25th September 2018. The company has issued 6257600 equity shares of Face Valueof Rs. 10/- each as Bonus issue pursuant to the approval of members in Annual generalMeeting held on 25th September 2018.
9. BONUS ISSUE
The Board at its meeting held on 16th August 2018 approved and recommended the issueof Bonus shares. The share holders approved the issue of Bonus Shares in the ratio of 1(one) new fully paid-up Equity share for every 1 (one) Equity Share held in its AnnualGeneral Meeting held on 25/09/2018. The Company had allotted 6257600 equity shares ofFace value Rs. 10/- each as a bonus issue to all the existing shareholders in BoardMeeting held on 10/10/2018. The Bonus shares were credited to the eligible shareholders ason the record date i.e. 09/10/2018.
10. 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.
During the year Company has not accepted any deposits from public within the meaningof the Section 73 of the Companies Act 2013.
12. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Holding Joint Venture or Associate Company.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS 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.
14. 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
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. Harbanslal Brijlal Bhatia ||Executive Whole Time Director ||25.03.2008 ||05.01.2018 ||20.11.2018 (Demised) |
|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 ||- ||- |
|Mr. Ravindra Arunrao Sojal ||Chief Financial Officer ||05.01.2018 || ||- |
|Ms. Avani Karansingh Chaudhari ||Company Secretary and compliance officer ||11.11.2017 || ||12.04.2019 |
|Ms. Mittal Narendrabhai Shah ||Company Secretary and compliance officer ||12.04.2019 ||- ||- |
15. STATUTORY AUDITORS
In the AGM held on 30/09/2014 M/s R. Kejriwal & Co. Chartered Accountant wasappointed as auditors for five years from 01/04/2014 to 31/03/2019. As per Section 139the term of existing auditors ends on this AGM and they need to be Re-appointed for afurther period of 2 years. So the Board proposes to confirm the Re-appointment of M/s R.Kejriwal & Co. Chartered Accountants to the effect that their re-appointment asStatutory Auditors of the Company from the conclusion of 11th Annual General Meeting untilthe conclusion of the 13th Annual General Meeting of the Company if made would be withinthe prescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for such appointment within the meaning of Section 141 of the Companies Act2013.
16. 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.
17. INTERNAL AUDITOR
M/s. V. M. Patel & Associates Cost Accountant Surat appointed as an internalAuditor of the Company for the Financial Year 2018-19. Internal Auditors are appointed bythe Board of Directors of the Company based on the recommendation of the Audit Committee.The Internal Auditor reports their findings on the internal Audit of the Company to theAudit Committee on a quarterly basis. The Scope of Internal audit is approved by the AuditCommittee.
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 eligibility letter forappointment as Internal Auditor of the Company.
18. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and Rule 12 (1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Annexure - 1)
19. 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. Details of the related party transactions made during the year are attachedas Annexure-2 in form AOC-2 for your kind perusal and information.
20. 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 3 inthe Corporate Governance Report.
21. 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 3 in the Corporate GovernanceReport.
22. 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 ||Current Year ||Suncare Traders Limited ||Loan for business development ||25541799 |
23. 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 statusas Independent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations.
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 15th March 2019 to inter alia review the performance ofNon-Independent Directors (Including the Chairman) the entire Board and the qualityquantity and timeliness of the flow of the information between the Management and theBoard.
24. 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
25. 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.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your directorshereby confirm:
A. hat 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 thecompany and that such internal financial controls are adequate and were operatingeffectively;
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.
27. ANNUAL EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.
The performance evaluation of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as participation in decisionmaking; participation in developing corporate governance; providing advice and suggestionetc.
The Committees of the Board were assessed on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
The board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution in decision making contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive suggestions and advice in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
28. 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.
29. 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.
30. 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 not required to mandatorily comply with the provisionsof certain regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Company is filing Corporate Governance Report to stock exchangequarterly. However as per Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 company is giving report oncorporate governance report in annual report of the company. Corporate Governance Reportis as per Annexure - 3.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
With reference to Section 134(3)(m) of the Companies Act 2013 the details ofconservation of energy technology absorption and foreign exchange earnings are as perAnnexure - 4.
32. 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 2018-19 forms part of thisBoard report in Annexure - 5.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis Report is given in Annexure - 6.
34. SECRETERIAL AUDITOR
Your board has appointed Mr. Ranjit Kejriwal Practicing Company Secretary assecretarial Auditor of the company for the period of 5 consecutive years starting fromfinancial year 2019-20. The secretarial report for the financial year 2018-19 is attachedas Annexure-7. Report of secretarial auditor is self-explanatory and need not any furtherclarification.
35. 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 2013read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 are as per Annexure - 8.
The detailed remuneration policy of the Company is available on the below link:
36. 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 201819. The certificatereceived from CFO is attached herewith as per Annexure - 9.
37. CODE OF CONDUCT
Being a SME listed Company exemption has been provided to the Company from formulatingof Code of Conduct for Board of Directors and Senior Management Personnel. However Boardof Directors has formulated and adopted Code of Conduct for Board of Directors and SeniorManagement Personnel from January 19 2018. During the year Board of Directors and SeniorManagement Personnel has complied with general duties rules acts and regulations. Inthis regard certificate from Managing Directors as required under Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 has been received bythe Board and the same is attached herewith as per Annexure - 10
Code of Conduct form Board of Directors and Senior Management Personnel effective fromFebruary 15 2018 is available on below link:http://bhatiamobile.com/wp-content/uploads/2018/08/Code-of-Conduct.pdf
38. CORPORATE GOVERNANCE
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 - 11.
39. DISCLOSURE REGARDING UTILIZATION OF IPO FUNDS
The details regarding the funds utilized by the company from proceeds of IPO upto31.03.2019 is attached herewith as Annexure 12.
40. 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.
41. 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).
42. FRAUD REPORTING
During the year under review no fraud has been reported by Auditors under Section143(12) of the Companies Act 2013.
43. 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.
The Company being basically engaged into the retail and whole sell distributionbusiness of mobile handsets tablets data-cards mobile accessories mobile relatedproducts and is the member of BSE SME Platform. Apart from this business the Company isnot engaged in any other business/activities.
44. STATUTORY INFORMATION
The Company being basically engaged into the retail and whole sell distributionbusiness of mobile handsets tablets data-cards mobile accessories mobile televisionrelated products and is the member of BSE SME Platform. Apart from this business theCompany is not engaged in any other business/activities.
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.
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.
|Place: Surat ||By order of the Board |
|Date: 09/08/2019 ||for Bhatia Communications & Retail (India) Limited |
| ||Sd/- |
| ||Nikh il Harbanslal Bhatia |
| ||Chairman |
| ||DIN: 02063706 |