Your Directors are pleased to present the 36thAnnual Report together with the AuditedStatement of Accounts for the year ended 31st March 2019. The Management Discussion &Analysis is also incorporated into this Report.
Summary of the Company's financial performance for F.Y. 2018-2019 as compared to theprevious financial year is given below:
| || ||(Figures in Lacs) |
|Particulars ||F.Y. 2018 2019 ||F.Y. 2017 2018 |
|Revenue from operations ||17668.93 ||15780.92 |
|Revenue from Other Income ||184.49 ||156.10 |
|Total Revenue ||17853.42 ||15937.02 |
|Depreciation & Amortization ||173.43 ||162.34 |
|Interest Cost ||295.79 ||267.09 |
|Profit/Loss After Depreciation &Interest ||262.03 ||106.48 |
|Provision for Tax ||- ||- |
|Income Tax ||50 ||21.00 |
|Deferred Tax ||-32.52 ||12.93 |
|Profit After Tax ||244.55 ||72.55 |
|EPS ||34..38 ||10.20 |
During the year your company has its turnover to Rs. 17853.42 Lacs including otherincome as compared to 15937.02 Lacs in the previous year and thereby registering anincrease approx. 12.02% as compared to the previous year. The Turnover of the Company hasincreased because the Competition in textile market raw material of textile product andGST impact.
To conserve the resources for future business requirements of the Company yourDirectors do not recommend any payment of dividend for the year under review.
Policies on Directors' Appointment and Remuneration
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Acts appended asAnnexure I (a) & (b) to this Report.
Your Company has not accepted any deposits within the meaning of Section 73 (1) of theCompanies Act 2013.
Directors' Responsibility Statement:
In accordance with the provisions of Section 134 (3) (c) of the Companies Act 2013and based on the information provided by management your
Directors' state that:
1. In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed.
2. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2019 and of the profit of theCompany for the year ended on that date.
3. Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.
Mr. Yatin Kumar Shah Chartered Accountants having Membership No: 159796 statutoryauditors of the Company hold office until the conclusion of the ensuring AGM and areeligible for appointment of the 36th AGM of the Company to be held in the year 2019.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(1) of the Companies Act 2013.
Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sark & Associates Company Secretary in Practice to conduct theSecretarial Audit for the financial year 2018-19. The Secretarial Audit Report as receivedfrom Sark& Associates is appended to this Report as Annexure II.
Comments on Auditors' Report
There are no qualifications reservations adverse remarks or disclaimers made by YatinKumar Shah Statutory Auditors in their Audit Report. However they drawn the attention ofthe Management of the Company towards non-compliance of Section 203.
M/s. Sark and Associates Company Secretary in Practice in his Secretarial AuditReport for financial year 2018-19 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in his report. In connection withthe same management herewith give the explanation for the same as follow:
The Company is of view that though the Company has Company Secretary on role of theCompany as on date. The Company for that purpose out sourced the Secretarial work to theProfessional Company Secretaries Firm. The Company is highly Compliance Company and alwaysbelieve in high Corporate Governance The Company is regular in making all requirednotices disclosures announcements Compliances filing with the Exchanges ROC IncomeTax and other concerned Authorities.
The size of the Company is very small as compared to its peer group companies; theCompany has also established Risk Management Policy in place to mitigate unforeseeablerisks and frauds. The management thinks that Company has adequate internal control systemcommensurate with the size of the Company and the Statutory Auditor also conduct testaudit on quarterly basis and submit the limited review certificate and draws the attentionof the management on concerned matters.
Extract of Annual Return
Pursuant to the requirements under Section 92(3) and Section134(3) of the Act read withRule 12 of Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in prescribed Form MGT-9 is given in the Report as Annexure III.
Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure IV.
The Board meets at regular intervals to discuss and decide on the company's policiesand strategy apart from other Board matters. During the Financial year 2018-2019 05times board meetings were held on 30/05/2018 14/08/2018 14/11/2018 21/12/201814/02/2019 The gap between two meetings did not exceed 120 days.
The Audit Committee is constituted in line with the regulatory requirements mandated bythe Companies Act 2013 and the Listing Regulations. The details pertaining to compositionof audit committee are included in the Corporate Governance Report which forms part ofthis report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013 and the Listing Regulations. The detailspertaining to composition of audit committee are included in the Corporate GovernanceReport which forms part of this report.
Declaration by Independent Directors
Mr. Krishan Kumar Kundanlal Lahoti Mr. Manjeet Kumar Surana and Yuvraj Vijay Bangeraare Independent Directors on the Board of the Company. The Independent Directors holdoffice for a fixed term of five years and are not liable to retire by rotation.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI Listing Regulations with the Stock Exchanges.
Disqualification of Director
No Director of the Company is disqualified under any law to act as a Director
No postal ballot was held during the year 2018-2019.
Risk Management and Internal Controls:
The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.
Conservation of Energy and Technology Absorption:
The company has taken various in house measures to conserve the electricity and energy
Technology absorption and innovation is a continuous process in the company.
Foreign Exchange: ( Rs. In lakhs)
- Foreign Traveling Expenses Rs. 13.36 (Previous Year Rs. 2.63) - Foreign BrokeragePaid Rs.- 36.82 (Previous Year Rs. 33.31)
- Earning in foreign Currency (Export/F.O.B.) Rs. 7959.56 (P. Y. Rs. 6196.88) - RawMaterial Purchases in foreign Currency Rs 8.01 (P. Y. Rs 50.96) - Machinery (WIP)Purchases in foreign Currency Rs. 77.54 (P.Y Rs. NIL)
Listing of Shares:
The Company got it shares listed on Bombay Stock Exchange.
The Company has paid the necessary Listing fees for the year 2018 2019 to Bombay StockExchange.
Vigil Mechanism/Whistle Blower Policy:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehaviour of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report.
During the financial year 2018-19 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ associates.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2018-19 no cases in the nature of sexual harassment werereported at any workplace of the company.
Green Initiative in Corporate Governance:
The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken Green initiative in corporateGovernance' and allowed companies to share documents with its shareholders through anelectronic mode.
Members are requested to support their green initiative by registering/updating theiremail addresses in respect of shares held in dematerialized form with their respectivedepository participants and in respect of shares held in physical form with Companies RTA.
Management Discussion and Analysis Report:
Further a separate Management Discussion and Analysis Report covering a wide range ofissues relating to Industry Trends Company Performance SWOT analysis Corporate ProcessBusiness Outlook among others is annexed to this Report.
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:
The Chief Executive Officer and Chief Financial Officer Certification as required underregulation 17(8) of the Listing Regulation and Chief Executive Officer declaration aboutthe Code of Conduct is Annexed to this Report marked as Annexure IV.
The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers suppliers and employees of Companies forextending support during the year.
|For and On behalf of the Board || |
|Binayak tex Processors Limited || |
|Sd/- ||Sd/- |
|Mr. Pradipkumar Pacheriwala ||Mrs. Heeradevi Pradipkumar Pacheriwala |
|(Managing Director) ||(Director) |
|Date:14/08/2019 || |
|Place: Mumbai || |