Your Directors are pleased to present the 14th Annual Report of your Company togetherwith the Audited Standalone and Consolidated Financial Statements and the Auditors Reportfor the financial year ended 31 March 2021.
Your Company's performance during the scal year 2020-21 is summarized below:
Financial Results ( In Lakhs)
| ||Standalone || ||Consolidated || |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Total Income ||783.71 ||271.57 ||783.71 ||271.57 |
|Pro t before Interest & Depreciation ||133.04 ||35.64 ||133.04 ||35.64 |
| || ||- || ||- |
|Less: Interest/Finance Cost ||0.01 || ||0.01 || |
|Pro t before Depreciation ||133.03 ||35.64 ||133.03 ||35.64 |
|& Amortisation || || || || |
|Less: Depreciation &Amortisation ||- ||- ||- ||- |
|Share in Associates ||- ||- ||689.10 ||(404.82) |
|Profit/(Loss) before Tax ||133.03 ||35.64 ||822.13 ||(369.18) |
|Less: || || || || |
|a) Current Tax ||16.30 ||0.36 ||16.30 ||0.36 |
|b) Deferred Tax ||6.59 ||4.63 ||6.59 ||4.63 |
|c) Tax Adjustment for earlier years ||0.36 ||- ||0.36 ||- |
|Profit/(Loss) after Tax ||109.78 ||30.65 ||798.89 ||(374.17) |
|Other Comprehensive Income || || || || |
| ||- ||- || ||(37.02) |
|Share in OCI of Associate || || ||51.87 || |
|Total Comprehensive Income ||109.78 ||30.65 ||850.76 ||(411.19) |
Dividend and Other Appropriations
In order to conserve resources your Directors do not recommend any dividend for theyear under review.
Your Directors inform the members that during the year under review despite di cultmarket conditions unprecedented challenges and lockdown restriction your companyrecorded reasonably good performance. Your company has recorded higher turnover & protability with yarn sales showing good performance during the year under review.
Your Directors are hopeful that the current economic momentum will continue and yourCompany would improve its performance and pro tability in future.Your Directors inform themembers that your Company is continuously exploring opportunities and avenues for pursuinga pro table venture in technical textile space.
During the year ended 31 March 2021 your Company recorded a higher revenue of Rs.651.81 Lakh against Rs. 196.10 Lakh recorded in the previous year ended 31 March 2020.Further during the year under review your Company recorded a higher net profit of Rs.109.78 Lakh against Rs. 30.65 lakh in the previous year.
Your Company is proposing to accelerate the volume of business through exports anddomestic sales of various textile products and is hopeful of achieving higher turnover andpro tability.
Directors and Key Managerial Personnel
Your Directors inform that Shri Shantanu Agarwal Director retires by rotation andbeing eligible offers himself for reappointment.
Your Directors further inform the members that pursuant to the provisions of Section149(7) of the Companies Act 2013 a 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) & 25(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended.
During the year Shri Shekhar Agarwal Chairman & Managing Director and CEO of theCompany was reappointed by the Board of Directors of the Company on the basis ofrecommendation made by Nomination and Remuneration Committee for a period of three years
commencing from 1 April 2021 to 31 March 2024. During the tenure Shri Shekhar Agrawalwill be attaining the age of 70 year in the year 2022. The proposal for confirmation ofre-appointment of Shri Shekhar Agarwal Chairman & Managing Director of the Companyfor a period of three years shall be put up before the members in the ensuing AnnualGeneral Meeting for their approval. Shri Shekhar Agarwal is not disqualified from beingappointed as Chairman & Managing Director in terms of Section 164 of the CompaniesAct 2013 and has given his consent to act as the Chairman & Managing Director of theCompany. Shri Shekhar Agarwal is not debarred from holding the officeof Director pursuantto any SEBI Order or any other such authority.Your Directors further approved the proposalfor the appointment of Shri Shekhar Agarwal liable to retire by rotation as Director. Thesaid proposal shall also be put up before the members at the ensuing Annual GeneralMeeting for their approval.
During the year Shri Shekhar Agarwal Chairman & Managing Director and CEO &Shri Arjun Sharma Company Secretary and Chief Financial Officer acted as Key ManagerialPersonnel of the Company.
None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013. Further none of the Directors are debarred from holdingthe officeof Director pursuant to any SEBI Order or any other such authority. TheDirectors have made necessary disclosures as required under various provisions of theCompanies Act 2013.
M/s Doogar & Associates Chartered Accountants (Firm Registration No. 000561N) wereappointed as Statutory Auditors of the Company at the 10 Annual General Meeting of themembers of the company held on 21 September 2017 for a period of 5 years till conclusionof 15 Annual General Meeting subject to rati cation by members at every subsequent AnnualGeneral Meeting.
Your Directors inform the members that in accordance with the amendment notified by MCAon 7 May 2018 the requirement of rati cation of the appointment of Statutory Auditor atevery Annual General Meeting has been omitted and is no longer required.
During the year 2021 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 inthe appropriate notes to the accounts which are forms part of this Annual Report. TheAuditors' Report does not contain any quali cation reservation or adverse remark anddisclaimer. However the Statutory Auditors have con rmed their eligibility under section141 of the Companies Act 2013 and rules framed there under.
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 ensuring its proper implementation reviewing of SOPs and theiramendments if any.
Pursuant to Section 204 of the Companies Act 2013 read with the Companies Act 2013read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company had appointed M/s Manisha Gupta & Associates Company Secretaries apracticing secretaries rm as the Secretarial Auditor of the Company for the year ending 31March 2021. The Report of Secretarial Audit is annexed as Annexure - I.
The Report of Secretarial Audit does not contain any quali cation 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 endeavor to contribute to such causes as and when they 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 forms part of the Corporate Governance Report. Thecomposition of the Board and its Committees has also been given in detail in the Report onCorporate Governance.
Pursuant to Section 92 of the Companies Act 2013 read with rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return is available on the websiteof the Company on the following link :
Directors' Appointment and Remuneration Policy
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Schedule IIPart D the Board of Directors on the recommendation of Nomination and RemunerationCommittee has framed a policy for the appointment of Directors KMP and Senior Managementand their remuneration. The said policy forms part of the Director Report as given in Annexure- II.
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 performance its committees and the individual Directors. The manner ofevaluation is mentioned in the Nomination and Remuneration policy which forms part of theDirector Report. Your Directors feel pleasure in informing the members that theperformance of the Board as a whole and its member individually was adjudged satisfactory.
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 programs.
Particulars of Loans Guarantees or Investments
Details of loans guarantees and investments are given in the notes to the FinancialStatements at appropriate places.
Particulars of Contracts or Arrangements with Related Parties
During the year under review the related party transactions are being done on an arm'slength basis and in the ordinary course of business and do not have any possible conflictwith the interests of the Company. Yours Directors draw attention of Members to note no.32 to the financial statement which contain particulars of transactions with relatedparties as per applicable provisions of Companies Act 2013.
Further prior omnibus approvals from the Audit Committee are obtained for thetransactions which are repetitive and normal in nature and in accordance with the RelatedParty Transaction policy. The disclosures are made to the Audit Committee and the Board ofDirectors on a quarterly basis.
Signi cant and Material Orders Passed by the Regulators
There was no significant and material order passed by the regulators or courts duringthe year.
E ective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to changing environment.
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 this 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:http://www.bttl.co.in/wh_policy.pdf
Management Discussion and Analysis Report
Management Discussion and Analysis Report as required by regulation 34 (2) of listingregulations forms part of this Annual Report.
Internal Control Systems
The Company has a well-placed internal control system which ensures proper safeguard ofall assets prevention and detection of frauds and errors and all the transactions arerecorded and reported correctly. The Company maintains an internal control system designedto provide assurance regarding safeguarding of assets of the company compliance of allapplicable laws and regulations and ensuring effectiveness of operations.
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 continuouslyimprove and monitor the internal control systems.
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 III 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 IV. Further pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the relevant statement is annexed as Annexure- V.
Signi cant 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 to i.e. 31 March 2021 and the date of report 21 May 2021.
Subsidiary Joint Venture and 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-VI. 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) 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 judgement and estimates that are reasonable and prudent so as to give a true andfair view of the state of a airs of the Company on 31st March 2021 and of the profit andloss of the Company for the year ended on that date; c) the Directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d) the Directors had prepared the annualaccounts on a going concern basis; e) the Directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively. f) the Directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate 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
In line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has complied with the provisionsrelating to the constitution of Internal Complaints Committee for reporting concernsrelated to sexual harassment at workplace.
Your Directors inform the members that during the year under review the InternalComplaint Committee did not report any complaint with regard to sexual harassment underreview.
Compliance with Secretarial Standards
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Companies Act 2013.
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 under anyscheme. iii. No amount has been transferred to general reserves during the year. iv Thereis no change in the nature of business of the Company. v. There were no frauds found whichhave been reported to the Audit Committee / Board members as well as to the CentralGovernment.
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.
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 & |
|Place: Noida (U.P.) ||Managing Director and CEO |
|Date: 21 May 2021 ||DIN -00066113 |
| ||_ |