Your Directors present the Twelfth Annual Report of your Company together with theaudited Standalone and Consolidated Financial Statements for the financial year ended 31stMarch 2019.
Your Company's performance during the fiscal year 2018 -2019 is summarized below:
| || || |
| || |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Income ||150.63 ||67.67 ||150.63 ||67.67 |
|Profit before Interest & Depreciation ||43.00 ||44.17 ||43.00 ||44.20 |
|Less: Interest/Finance Cost ||0.01 ||0.00 ||0.01 ||0.03 |
|Profit before Depreciation & Amortisation ||42.99 ||44.17 ||42.99 ||44.17 |
|Less: Depreciation & Amortisation ||0.19 ||0.04 ||0.19 ||0.04 |
|Share in Associates ||- ||- ||1096.43 ||944.35 |
|Profit/(Loss) before Tax ||42.80 ||44.13 ||1139.23 ||988.48 |
|Less: || || || || |
|a) Current Tax ||8.22 ||11.17 ||8.22 ||11.17 |
|b) Deferred Tax ||1.14 ||0.81 ||1.14 ||0.81 |
|c) Tax Adjustment for earlier years ||(1.75) ||0.97 ||(1.75) ||0.97 |
|Profit/(Loss) after Tax ||35.19 ||31.18 ||1131.62 ||975.53 |
|Other Comprehensive Income || || || || |
|Share in OCI of Associate ||- ||- ||(3.31) ||(37.77) |
|Total Comprehensive Income ||35.19 ||31.18 ||1128.31 ||937.76 |
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources your Directors do not recommend any dividend for theyear under review.
Your Company has decided to explore exports market with trading of yarns and havestarted exporting various yarns viz. 100% Cotton raw white yarns; 100% Cotton Dyed yarnsand 100% Cotton Melange yarns.
Your Directors further inform the members that your Company achieved standalone revenueof Rs.150.63 Lakh for the year ended 31st March 2019 against Rs.67.67 Lakhrecorded in the previous year ended 31st March 2018. Further during the yearunder review your Company recorded standalone net profit of Rs.35.19 Lakh againstRs.31.18 lakh in the previous year.
Your Company is proposing to accelerate the volume through exports of various yarn andis hopeful of achieving sizeable turnover and profitability.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Directors inform that Shri Shekhar Agarwal Managing Director & CEO retires byrotation and being eligible offers himself for reappointment.
Your Directors further inform the members that first term of Shri Priya ShankarDasgupta as Independent Director is due for completion on 29th September 2019.Your Directors upon commendation of Nomination and Remuneration Committee proposed tore-appoint Shri Priya Shankar Dasgupta for the second term of 5 years w.e.f 30thSeptember 2019. The proposal for confirmation of re-appointment of Shri Priya ShankarDasgupta as Independent Director for 2nd term of 5 years shall be put up before theensuing Annual General Meeting.
Your Directors further inform the members that first term of Smt. Sunita Mathur asIndependent Director is due for completion on 26th March 2019. Your Directorsupon commendation of Nomination and Remuneration Committee proposed to re-appoint Smt.Sunita Mathur for the second term of 5 years w.e.f 27th March 2019. Theproposal for confirmation of re-appointment of Smt. Sunita as Independent Director for 2ndterm of 5 years shall be put up before the ensuing Annual General Meeting.
Your Directors further inform the members that pursuant to the provisions of Section149(7) of the Companies Act 2013 the declaration has been received from IndependentDirectors at the beginning of the financial year stating that they meet the criteria ofindependence as specified under sub-section (6) of Section 149 of the Companies Act 2013and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges.
Consequently during the year Shri Rahul Handa and Shri Nand Lal Thakur who wereappointed as the Company Secretary Compliance Officer and Chief Financial Officer of theCompany on 28th January 2016 and 08th August 2018 respectivelyresigned from the post of Company Secretary Compliance Officer and Chief FinancialOfficer of the Company on 13th June 2018 and 12th December 2018respectively.
Consequently during the year Shri Arjun Sharma was appointed as Company SecretaryCompliance Officer and Chief Financial Officer of the Company on 7th February2019
None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013. The Directors have made necessary disclosures as requiredunder various provisions of the Companies Act 2013.
AUDIT REPORTS AND AUDITORS:
M/s Doogar & Associates Chartered Accountants (Firm Registration No. 000561N) wasappointed as Statutory Auditors of the Company at the 10th Annual General Meeting of the members of the company hel d on 21 st September 2017 for a term of 5years till conclusion of 15th Annual General Meeting subject to ratification bymembers at every subsequent Annual General Meeting.
Your Directors inform the members that in accordance with the amendment notified by MCAon 7th May 2018 the requirement of ratification of the appointment ofStatutory Auditors at every Annual General Meeting has been omitted and is no longerrequired.
However the Statutory Auditors have confirmed their eligibility under section 141 ofthe Companies Act 2013 and rules framed there under.
During the year 2019 the Auditors had not reported any matter under Section 143 (12)of the Act; therefore no detail is required to be disclosed under Section 134(3) (ca) ofthe Act
The observations of the Auditors if any are explained wherever necessary in theappropriate notes to the accounts which are forms part of this Annual Report.
The Auditors' Report does not contain qualification reservation or adverse remarkdisclaimer or emphasis of matter.
During the year under Section 138 of the Companies Act 2013 read with The Companies(Accounts) Rules 2014 the Company has appointed M/s Ashim & Associates CharteredAccountants as the Internal Auditors of the Company.
The role of internal auditors includes but is not limited to review of internal auditobservations and monitoring of implementation of corrective actions required reviewing ofvarious policies and ensure its proper implementation reviewing of SOPs and thereamendments if any.
Pursuant to Section 204 of the Companies Act 2013 read with The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s.Manisha Gupta & Associates Company Secretaries a practicing secretaries firm as theSecretarial Auditor of the Company for the year ending 31st March 2019. The Report ofSecretarial Audit is annexed as Annexure - I.
The Report of Secretarial Audit does not contain any qualification reservation oradverse remark.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors inform the Members that your Company is not covered within the scope ofSection 135 of Companies Act 2013 and the Rules framed thereunder. However yourDirectors endeavour to contribute to such causes as and when deem appropriate.
NUMBER OF MEETINGS OF THE BOARD
The particulars of the meetings held during the year along with the details regardingthe meetings attended by the Directors form part of the Corporate Governance Report.
The composition of the Board and its committees has also been given in detail in thereport on Corporate Governance
The extract of annual return as required under section 92(3) of the Companies Act 2013read with rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the website of the Company and attached as Annexure - II.
DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the Listing Regulations the Board of Directors on the recommendation of Nomination andRemuneration Committee has framed a policy for the appointment of Directors and SeniorManagement which was reviewed and approved in line with the amendments notified by SEBI(Prohibition of Insider Trading) Amendment Regulations 2018. The said policy forms partof the Board Report as Annexure - III.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation has been made by theBoard of its own performanceits committees and the individual Director. The manner ofevaluation is mentioned in the Nomination and Remuneration policy which forms part ofBoard Report.
Further every Independent Director of the Company is familiarized with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates etc. through various programmes.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees or Investments made in accordance with the requirementscovered under the provision of Section 186 of the Companies Act 2013 are given in thenotes to the Financial Statements at appropriate places.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year there was no material contracts or arrangements entered intoby the Company with any of the related party. Yours Directors draw attention of theMembers to note no 30.2 to the financial statement which contain particulars oftransactions with related parties as per applicable provisions of Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no significant and material order passed by the regulators or courts duringthe year.
Your Directors review the risks associated with the Company on regular basis butconsidering meager operations of the Company there is negligible exposure to businessrisks.
Your company has complied with all the requirements of Corporate Governance as requiredunder Listing Regulations wherever applicable.
A comprehensive report on Corporate Governance in this regard is made part of thisAnnual Report and a Certificate from the Statutory Auditors of your Company i.e. M/sDoogar & Associates Chartered Accountants regarding compliance of the conditions ofthe Corporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) 2015 form part of the Annual Report.
WHISTLE BLOWER POLICY
With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethical behaviorand to encourage and protect the employees who wish to raise and report their genuineconcerns about any unethical behavior actual or suspected fraud or violation of Company'sCode of Conduct the Company has adopted a Whistle Blower Policy. The Company has adopteda framework whereby the identity of the complainant is not disclosed. The policy has beendisclosed on the website of the Company the link of which is given hereunder:
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required by regulation 34 (2) of listingregulations forms part of the Annual Report.
INTERNAL CONTROL SYSTEMS
Your Directors feel that adequate control systems are the backbone of any company. YourDirectors endeavour to place adequate control systems commensurating with the size of theCompany to ensure that all the information provided to the management is reliable and alsothe obligations of the Company are properly adhered to. These systems provide a strongstructure which in turns help in the compliance of various laws and statutes whichautomatically translate into Financial and Operational Development of the Company. YourDirectors endeavour to inform the member that all the obligations of the Company areproperly adhered to.
The Company's Audit Committee reviews adherence to internal control systems and legalcompliances. This committee reviews all quarterly and yearly results of the Company andcommends the same to the Board for its approval.
Your Directors endeavour to continuously improve and monitor the internal controlsystems.
ENERGY CONSERvATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be disclosed pursuant to Section 134(3) (m) of theCompanies Act 2013 read with the Rules 8(3) of the Companies (Accounts) Rules 2014 isgiven in Annexure -IV forming part of this Report.
PARTICULARS OF EMPLOYEES
The information of employees pursuant to Section 197 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure - V.
Further pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the relevant statement is annexed as Annexure - VI.
SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION
There is no change or commitment which affects the financial position of the Companythat may have occurred between the end of the financial year of the Company to whichfinancial statements relates. i.e. 31.03.2019 and the date of report 29th May 2019.
SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary or Joint Venture Company. However BMD PrivateLimited is an Associate Company of the Company.
A statement containing the salient features of the financial statements of BMD PrivateLimited in the prescribed format AOC-1 is appended as Annexure-VII. Pursuant to therequirement of Section 129 of the Companies Act 2013 the financial statement of AssociateCompany has been consolidated and presented in the consolidated financial statementspresented in the Annual Report.
During the period under review your Company has not accepted any public deposit withinthe meaning of provisions of section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and there is no outstanding deposit due forre-payment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors state that:
a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and no material departures have been made from the same;
b) appropriate Accounting Policies have been selected and applied consistently and theyhave made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company on 31st March 2019 and of the Profitand Loss of the Company for the year ended on that date;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records under Sub- Section (1) of Section148 of the Companies Act 2013.
COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT Of Women AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to uphold and maintain the dignity of women employees and ithas a policy which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year no suchcomplaints were received. The company has complied with the provisions relating to theconstitution of Internal Compliance Committee under the Sexual Harassment of Women AtWorkplace (Prevention Prohibition And Redressal) Act 2013.
INDIAN ACCOUNTING STANDARDS (IND AS):
The Company has followed the guidelines of Accounting Standards/IND-AS laid down by theInstitute of Chartered Accountant of India in preparation of Financial Statement.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:
i. Issue of equity shares with differential rights as to dividend voting or otherwise.
ii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
iii. No amount has been transferred to General Reserves during the year.
iv. There is no change in the nature of business of the Company.
v. There were no frauds found which have been reported to the Audit Committee / Boardmembers as well as to the Central Government.
Your Directors acknowledge the support and assistance extended by the stakeholdersbankers Central Government & State Government including various other authorities.The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Shekhar Agarwal |
| ||Chairman |
| ||Managing Director & CEO |
|Place: Noida ||DIN-00066113 |
|Date: 29th May 2019 || |