Your Directors are presenting the Twenty Ninth Annual Report of theCompany together with the Audited Annual Accounts for the year ended 31stMarch 2022.
1. FINANCIAL AND OPERATIONAL PERFORMANCE:
a. Financial Results
Financial and Operational Results of the Company for the year ended 31stMarch 2022 as compared to the previous financial year is summarized below:
(Rs. in crores)
|Particulars || |
Standalone Financial For the Year Ended
| ||31-03-2022 ||31-03-2021 |
|Revenue from Operations ||83.08 ||108.77 |
|Loss before Interest Depreciation Extraordinary items and Tax ||(233.75) ||(365.90) |
|Less: Interest ||81.17 ||146.45 |
|Less: Depreciation and Amortization ||64.34 ||103.94 |
|Loss before Tax ||(379.26) ||(616.29) |
|Less Extraordinary item ||(888.07) ||(51.35) |
|Loss before Tax ||(1267.33) ||(558.63) |
|Tax Provisions ||(120.13) ||258.68 |
|Profit / (Loss) after tax ||(1147.20) ||(299.95) |
At present the Company is doing the business of weaving of fabrics andmanufacturing of accessories for garments. The major business of manufacturing of finishedfabrics was demerged by the Company during the FY 2020-21. The revenue generated fromthese businesses during the year under review is Rs. 83.08 crores. The second wave ofCOVID 19 pandemic had a major impact in Bangalore. The manufacturing unit had to suspendits operations at Bangalore unit for few months of beginning of FY 2021-22. The loss forthe year has increased from Rs. 299.95 crores to Rs. 1147.20 crores which is mainlybecause of writing off of loss incurred by the company in value of obsolete & non-moving inventory and writing off of non- recoverable debts.
c. Suspension of Trading
After the year end the Stock Exchanges has suspended trading of thesecurities since 23rd May 2022 due to non- compliances with the provisions ofthe SEBI Listing Regulations and non-payment of fines imposed by the Stock Exchanges onaccount of non-compliances as well as listing fees. The company has not paid listing feesof BSE Limited for FY 2021-22 and FY 2022-23. The listing fees of National Stock Exchangeof India Limited is not paid for FY 2022-23.
d. Initiation of Corporate Insolvency Resolution Process (CIRP) in theCompany
After the year end on 07th June 2022 the Hon ble NationalCompany Law Tribunal Mumbai (NCLT) has admitted the petition filed by one of theoperational creditor of the Company for initiation of Corporate Insolvency ResolutionProcess (CIRP) of the Company and appointed Mr. Santanu T. Ray as the Interim ResolutionProfessional was appointed by NCLT. One of the directors of the suspended Board of theCompany viz. Mr. Prashant Agrawal filed an appeal before Hon ble National Company LawAppellate Tribunal New Delhi (NCLAT) which was dismissed by NCLAT by Order dated 15thJuly 2022. The first meeting of Committee of Creditors (CoC) was held on 26th July 2022.The CoC in its first meeting has considered and approved
amongst other matters the appointment of Resolution Professionalviz. Mr. Satish Kumar Gupta replacing the Interim Resolution Professional. The Hon bleNCLT vide its Order dated 04th August 2022 has confirmed the appointment of Mr. SatishKumar Gupta as the Resolution Professional.
e. Report on Performance of Subsidiaries:
A report on the performance and financial position of each of thesubsidiaries are provided as Annexure - I and forms part of this report.
Additional information on Subsidiary companies:
i. Bombay Rayon Holdings Limited(BRHL)
BRHL holds 100% Equity of foreign subsidiaries i.e. BRFL Italia S.R.L.& BRFL Italia Licensee S.R.L.
BRHL registered a net loss of Rs. 0.07 crores for the year ended March31 2022.
ii. STI India Limited (STI).
The Company is running the unit of STI on job work basis for themanufacturing of yarn and knitted fabric. The manufactured yarn was used for captiveconsumption and some part wass sold in the open market. The unit is not operational atpresent.
The operations of the Company are temporarily suspended
iii. BRFL Textiles Private Limited
A recently incorporated Company in FY 2020-21 is carrying out thebusiness of manufacturing of finished fabrics.
The net loss of the company as on 31st march 2022 wasRs.218.42crores based on unaudited provisional financial statements of the company
iv. DPJ Clothing Ltd U.K.
DPJ Clothing Limited is engaged in business of wholesale marketing anddistribution of clothing products. However there are no major activities due to globaleconomic conditions.
v. BRFL Italia S.R.L Italy.
The Company owns the brand GURU for ready- made garments as well as forother accessories.
The retail operations being not viable in the current prevailingeconomic scenario are totally closed and the company is in process of re- arrangements.
vi. BRFL Italia Licensee S.R.L Italy.
BRFL Italia licensee S.R.L is presently having the licenses for brandGURU. The operations are presently suspended.
vii. BRFL Bangladesh Private Limited.
The Company has not commenced its operations.
f. Consolidated Accounts:
The Consolidated Financial Statements of your Company for the financialyear 2021-22 have been prepared in compliance with applicable provisions of the CompaniesAct 2013 read with the Rules issued thereunder applicable Accounting Standards and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as the "Listing Regulations"). The consolidatedfinancial statements have been prepared on the basis of audited financial statements ofyour Company and audited financial statements of its subsidiary company as approved bythe Board of Directors of the said Company. The Consolidated Financial Statement does notinclude the financials of STI India Limited BRFL Italia S.r.l BRFL Italia LicenseeS.r.l DPJ Clothing Limited & BRFL Bangladesh Private Limited as the financialsstatements of these companies are not available with the company for
the reasons as mentioned hereinabove. With respect to BRFL TextilesPrivate Limited provisional financial statement for the year ended 31st March2022 are considered.
In view of the losses incurred during the year under review the Boardof Directors has not recommended any dividend for the financial year ended March 31 2022.
h. Transfer to reserve:
In view of loss incurred during the year under review the Board ofDirectors has not recommended any amount to be transferred to Reserves.
2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.
3. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
Full Particulars of Loans & Guarantees Given Investments made andSecurities provided are detailed in the financial statement.
4. PARTICULARS OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS WITH RELATEDPARTIES:
All contracts / arrangements / transactions falling within the purviewof Section 188 of the Companies Act 2013 entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on an arms length basis. The Company has obtained approval from the shareholders of the Company inthe Annual General Meeting held on 31st December 2021 to enter intotransaction with BRFL Textiles Private Limited up to a maximum aggregate value of Rs. 100crores.
The particulars of contracts or arrangements with related parties areforming part of Notes to Accounts in this Annual Report.
All Related party transactions are placed before the Audit Committeeand subsequently before the Board for its approval. Omnibus approval is obtained on yearlybasis for transactions which are of repetitive nature as per the policy on Materiality ofand Dealing with Related Party Transactions. The policy on related party transactions asapproved by the Board of Directors has been uploaded on the website of the Company.
5. PAYMENT TO STATUTORY AUTHORITIES:
During the year under review there were delays in payment of statutorydues. The statement of outstanding dues (excluding interest provision to the extent notprovided) for more than six months as at 31st March 2022 given hereunder:
|Sr. No Nature of Dues ||Amount (Rs in crore) |
|1. Provident Fund ||18.60 |
|2. Employee State Insurance ||4.46 |
|3. Professional Tax ||1.27 |
|4. Property Tax ||1.46 |
|6. Tax Deducted & Collected at Source ||12.18 |
|7. Income Tax ||12.22 |
|8. VAT TDS ||0.01 |
|9. Service Tax ||0.00 |
|10. Labour Welfare Fund ||0.02 |
|11. Interest/Penalty/Demand on PF/ESIC/TDS ||15.02 |
6. MATTERS RELATED TO DIRECTORS:
a. Changes in Board of Directors & Key Managerial Personnel:
I. Changes in Directors and Key Managerial Personnel (KMP):
During the year under review Mr. A. R. Mundra a whole - time directorof the company designated as Executive Director - Finance and Chief Financial Officer(CFO) of the Company pursuant to section 203 of the Companies Act 2013 had relinquishedhis position as a whole-time director and consequent to that as a CFO on attaining his ageof superannuation w.e.f. 01st January 2022. The Board expressed its sinceregratitude towards his services as result oriented professional which was helpful to theorganisation.
The company is in the process of appointing a key managerial person asa CFO as required to appoint under section 203 of the Companies Act 2013.
b. Directors Retiring by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Aman Agrawal (DIN : 00019534) & Mr. Prashant Agrawal (DIN:00019464) Directorsshall retire by rotation at the ensuing Annual General Meeting of the Company and beingeligible have offered themselves for re-appointment. In accordance with the provisions ofthe Act none of the Independent Directors are liable to retire by rotation.
c. Declaration by Independent Directors:
The Company has received and taken on record the declarations receivedfrom all the Independent Directors of the Company in accordance to Section 149(6) of theCompanies Act 2013 confirming their independence vis- a-vis the Company.
d. Re- appointment of Whole - Time Directors:
Pursuant to the provisions of Section 196 197 203 of the CompaniesAct 2013 the terms of appointment of whole - time directors viz. Mr. Aman Agrawal andMs. Prachi Deshpande expired on 31st May 2022. The Board recommends their re-appointment for further tenure up to 31st May 2023 for Mr. Aman Agrawal andMs. Prachi Deshpande. Necessary resolutions are included in the notice of ensuing annualgeneral meeting for approval of members as per existing provisions.
7. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:
a) Board Meetings:
5 meetings of Board of Directors were convened during the financialyear under review details of which are furnished in the Corporate Governance reportforming part of Annual report.
b) Board Committees:
Details of all the following committees constituted by the Board alongwith their composition; terms of reference and meetings held during the year are providedin the Report of Corporate Governance which forms part of this Report:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
c) Director s Responsibility Statement:
In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited Annual Financial Statements of the Company for the financial year ended March31 2022 the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable
accounting standards have been followed along with proper explanationrelating to material departures;
b. such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the Loss of the Company for that year;
c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a goingconcern basis;
e. internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;
f. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
(I) Vigil Mechanism Policy:
In compliance with the requirements of section 177 of the companiesAct 2013 & Regulation 22 of Listing Regulations and as measure of good CorporateGovernance practice the Board has formulated a Vigil Mechanism Policy. The policycomprehensively provides an opportunity for any employee/ director of the Company toelevate any issue concerning breaches accounting policies or any act resulting infinancial or reputation loss and misuse of office or suspected or actual fraud. The policyis adequate safeguard against victimization.
The Board of Directors of the Company has pursuant to the provisionsof Section 178(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 framed "Vigil Mechanism Policy" forDirectors and Employees of the Company to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on raising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. and the same is also hosted on the website of theCompany.
The employees of the Company have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations.
(II) Risk Management Policy:
The Board of Directors of the Company has designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company s businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigation areconsidered in the annual/strategic business plans and in periodic management reviews.
(III) Corporate Social Responsibility Policy:
The Company has defined policy on Corporate Social Responsibilitypursuant to the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014.
The policy is hosted on the website of the Company i.e.www.bombayrayon.com. However in view of losses the Company was not required to spend anyamount towards CSR activities during the year under review.
(IV) Remuneration Policy
The Company has adopted a Remuneration Policy pursuant to theprovisions of section 178 of the Companies Act 2013. The policy is hosted on the websiteof the Company i.e.www.bombayrayon.com
e) Annual Evaluation of Directors Committee and Board:
Independent Directors had carried out the annual evaluation of theDirectors for the financial year 2021-22. The Board of Directors in their meeting hasreviewed the contribution made by each Independent Director by way of their timely advicefor better corporate governance and compliances under the provisions of the laws asapplicable to the Company.
f) Details with respect to the Program for Familiarization ofIndependent Directors:
Independent Directors were made familiar with situation of the Companyfrom time to time in duly held Board Meetings during the FY 2021-22. The policy of theCompany on Familiarization of Independent Directors is placed on the website of theCompany i.e. www.bombayrayon.com
g) Internal Control Systems:
Adequate internal control systems commensurate with the nature of theCompany s business and size and complexity of its operations are in place and have beenoperating satisfactorily. Internal control systems comprising of policies and proceduresare designed to ensure reliability of financial reporting timely feedback on achievementof operational and strategic goals compliance with policies procedure applicable lawsand regulations and that all assets and resources are acquired economically usedefficiently and adequately protected.
8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Pursuant to the Provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the requisite details are annexed herewith vide Annexure II.
The Company has no employee coming under the preview of requirement asmentioned in Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company. In terms of Section 136 (1)of the Companies Act 2013 the report and the Accounts are being sent to the members. Anymember interested in obtaining copy of the same any write to the Company Secretary at theRegistered Office of the Company.
9. CHANGE IN CAPITAL:
During the year there was no change in capital structure of theCompany.
10. AUDITORS AND REPORTS:
a. Statutory Auditors:
The shareholders of the Company in the Annual General Meeting held on26th September 2017 had appointed M/s. PR Agrawal & Awasthi CharteredAccountants (ICAI Firm Registration Number 117940 W) as the statutory auditors of theCompany for the period of 5 years i.e. for the period from FY 2017-18 till FY 2021-22.
The Report of the Statutory Auditors on the financial statement for theyear ended 31st March 2022 does not contain any qualification.
Subject to the approval of the Members the Board of Directors of theCompany has recommended the appointment of PR Agrawal & Awasthi Chartered Accountants(ICAI Firm Registration Number 117940 W) as the Statutory Auditors of the Company pursuantto Section 139 of the Companies Act 2013 for the next tenure of five years. Accordinglythe Board recommends the resolution in relation to appointment of Statutory Auditors forthe approval by the shareholders of the Company.
b. Secretarial Audit Report for the year ended 31stMarch2022:
The Board had appointed Sawant & Associates Practising CompanySecretaries as Secretarial auditors for the financial year 2021-22. The Secretarial AuditReport issued by them in Form MR-3 forms part of this report and has been marked asAnnexure III.
The Report of the Secretarial Auditors for the year ended 31stMarch 2022 contains few remarks the Board of Directors would like to state that:
1) Due to financial stress on the company the company could not makethe payment of listing fees to BSE Limited;
2) The Company was looking for the suitable candidate to fill up thevacancy caused by resignation of two independent directors and also to ensure minimum sixnumbers of directors on the Board of the Company;
3) The gap between two board meeting as well as audit committee meetinginadvertently got extended beyond 120 days;
4) Due to the reasons beyond control of the company the report underregulation 24A of SEBI (Listing Obligations and Disclosures Requirement) Regulations 2015could not get filed for the year ended 31st March 2022;
5) The Company was looking for the suitable candidate to fill up thevacancy caused by resignation of independent director Mr. Vishal Kiran Sharma;
6) The delay in publication of financial results under regulation 33 ofSEBI (Listing Obligations and Disclosures Requirement) Regulations 2015 for the year ended31st March 2021 and quarter ended 30th June 2021 as well as quarter/half year ended 30thSeptember 2021 was due to delay in completion of transfer of business of tarapurundertaking and consequently completion and audit of accounts of the company;
7) Due to the reasons beyond control of the company the website of thecompany could not get updated as per the requirements of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and the Companies Act 2013;
8) Accounts of subsidiaries could not get consolidated due to thereasons given hereunder:
a. BRFL Textiles Pvt. Ltd. - Financials not available
b. BRFL Bangladesh Pvt. Ltd. - No operations
c. BRFL Italia SRL - Business Closed
d. BRFL Italia Licenses SRL - Financials not available
e. STI India Ltd. Indian listed subsidiary - Financials not available
f. DPJ Clothing Limited - Financials not available
9) An intimation to Stock Exchange on 30th May 2021 with regard toappointment of Mr. Devang Parekh was sent but Mr. A. R. Mundra -Executive Director -Finance of the Company continued to act as CFO under section 203 of the Companies Act2013 till 31st December 2021;
10) The company is under process of filing the required form DIR 12 oncessation of Mr. A. R. Mundra as a CFO under section 203 of the Companies Act 2013;
11) The company is in the process of appointing suitable candidate askey managerial personnel as CFO of the Company;
12) The company inadvertently is in the process of filing forms asrequired Order dated January 22 2019 issued under Section 405 of the Companies Act 2013in respect to half yearly MSME Returns and Rule 16 of Companies (Acceptance of Deposits)Amendment Rules 2019 in respect of return of Deposit and Particulars not considered asDeposit as on 31st March;
13) Due to unavailability of audited financial statements of foreignsubsidiaries the company could not file Annual Return on Foreign Liabilities and Assetsfor Financial Year 2021-22 as required pursuant to the Reserve Bank of India s CircularNo. 145 dated 18th June 2014.
c. Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act 2013read with Notifications/Circulars issued by the Ministry of Corporate Affairs from time totime as per the recommendation of the Audit Committee the Board of Directors at theirmeeting held on 30th August 2022 appointed Mr. Shankar Shriram ChoudhariCost Accountants as the Cost Auditors of the Company for the financial year 2022-23 at anaudit fee of Rs. 150000/- subject to ratification for payment by shareholders.
d. Internal Audit and Control:
The Company has set up Internal Audit department for carrying outinternal audit in the areas in consultation with the Audit Committee and the findings ofthe Internal Auditors in their reports are discussed regularly in the meetings of theAudit Committee as and when it is required.
11. FRAUD REPORTING:
There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed thereunder either to theCompany or to the Central Government.
12. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read withCompanies (Accounts) Rules 2014 are furnished as under:
a. Extract of Annual Return:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act2013 Extract of the Annual Return for the financial year ended 31st March2022 made under the provisions of Section 92(3) of the Act is attached as Annexure IVwhich forms part of this Report and also placed on the website of the Companywww.bombavravon.com
b. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:
The particulars as required under the provisions of Section 134(3) (m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo etc. are furnished in Annexure V which forms part of this report.
c. Corporate Governance and Management Discussion & AnalysisReports:
The Company is committed to maintain the high standards of CorporateGovernance and adheres to its requisites set out by the respective authorities. The reporton Corporate Governance as stipulated under the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed videAnnexure VI and forms an integral part of this Annual Report.
Management Discussion and Analysis Report for the year under review asrequired pursuant to the provisions of Regulation 34 (Schedule V (B) of SEBI(LODR)Regulations2015) is annexed herewith vide Annexure VII and forms part of thisAnnual Report.
d. General Disclosures:
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions pertaining to these mattersduring F.Y. 2021-22:
a. Acceptance of deposits covered under Chapter V of the Companies Act2013.
b. Issue of equity shares with differential rights as to dividendvoting or otherwise.
c. Issue of shares (including sweat equity shares and ESOS) toemployees of the Company under any scheme.
d. Instances with respect to voting rights not exercised directly byemployees of the Company.
e. Revision of the financial statements pertaining to previousfinancial years during the year under review.
Your Directors further state that:
f. Neither the Managing Director nor the Whole-time Directors of theCompany have received any remuneration or commission from any of the subsidiary Company.
g. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company s operations infuture.
h. Except as disclosed elsewhere in this report no material changesand commitments which could affect the Company s financial position have occurred betweenthe end of the financial year of the Company and date of this Annual Report.
i. There was no change in the nature of business of the Company duringthe financial year under review.
j. Pursuant to the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and
Redressal) Act 2013 there are no case pertaining to sexual harassmentat workplace has been reported during F.Y.2021-22.
13. CAUTIONARY STATEMENT:
Statements in the Directors Report and Management Discussion &Analysis describing the Company s objectives projections estimates expectations orpredication may be "forward-looking statements within the meaning of applicablesecurities laws and regulations actual results could differ materially for thoseexpressed or implied important factors that could make difference to the company soperations include raw material availability and its prices cyclical demand and pricingin the company s principle markets changes in government regulations tax regimeseconomic developments within India and the countries in which the company conductsbusiness and other ancillary factors.
14. ACKNOWLEDGEMENTS ANDAPPRECIATION:
Your Directors take this opportunity to thank the customersshareholders suppliers bankers business partners/associates financial institutions andCentral and State Governments for their consistent support and encouragement to thebusiness of Company.
Your Directors records with sincere appreciation the valuablecontribution made by employees at all levels and looks forward to their continuedcommitment to achieve further growth and take up more challenges that the Company has setfor the future.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Aman Agrawal |
| ||Chairman (DIN:00019534) |
|Place: Mumbai || |
|Date: 30th August 2022 || |
|Registered Office Address: || |
|3rd floor DLH MangalMurti Building || |
|Linking Road Santacruz (West)Mumbai-400054. || |
|CIN: L17120MH1992PLC066880 || |
|TEL No: +91 22 61068800 Fax No: 61068830 || |
|mail: email@example.com || |
|Website: www.bombayrayon.com || |