|BSE: 514045||Sector: Industrials|
|NSE: BSL||ISIN Code: INE594B01012|
|BSE 00:00 | 27 Nov||29.55||
|NSE 00:00 | 27 Nov||30.20||
|Mkt Cap.(Rs cr)||30|
|Mkt Cap.(Rs cr)||30.41|
BSL Ltd. (BSL) - Director Report
Company director report
To The Members
Your Directors have pleasure in presenting the 48th Annual Report togetherwith the Audited Finaincial Statements of the Company for the financial year ended 31stMarch 2019.
1. Financial Highlights
(' in Crore)
The division wise performance is as under:
The Company's Export turnover during the year was ' 226.37 Crores as against previousyear ' 181.94 Crores.
4. Outlook for Company's Activities
The outlook of Company's activities looks bright as it continues to focus on valueaddition improved efficiency modernization and integrated operations. In Exports theCompany is exploring new markets in Africa Australia Europe USA Canada and other LatinAmerican countries and increasing the volumes in existing markets. In Domestic Marketingthe Company is focusing on Furnishing/RMG/Institutional segments apart from introducingnew ranges.
5. Wind power Project
The Company's Wind Power Projects at Jaisalmer had generated 40.70 Lac units during theyear as against 37.71 Lac units last year.
In order to conserve resources of the Company your directors do not propose anydividend for the Financial Year 2018-19.
7. Contribution to Exchequer
Your Company has contributed an amount of ' 18.85 Crores as against previous yearRs19.44 Crores in terms of Taxes & Duties to the Exchequer.
8. National Movements
"Good quality education is a foundation for dynamic and equitable societies."Education is the backbone of every society in this world. But what matters the most isthe quality education- a dream for many. Our Government has taken various initiative toimprove the situation of our Education system. The Company also partakes in CSR activitiesby providing better education facilities to the schools. The Company has distributedComputers printers to the Suwana school Bhilwara as its CSR activities. Besides that theCompany equipped the Schools with Sports Kit. The Company always has the focal point ofSwachh Bharat and has setup complete Toilet Block and Deep Tube Well in the schools ofTunturi Purulia and Jamalpur Burdwan named Vivekananda Sishu Mandir and P.D. ChitlangiaSaraswati Sishu Mandir respectively.
"The worst floods in a century have devastated the state of
Kerala." The Company has contributed adequate amount to the Kerala relief fundwith the helping hands of its employees. The employees of the Company has generouslycontributed a fixed amount of their salaries towards the fund in the month of September2018.
The three days Free Body Equipment Distribution Camp was organized by the Company inthe month of February 2019 in which caliper shoes molded shoes and artificial limbs wereprovided to handicapped people. The camp was held under the joint association of MahaveerSeva Sadan Kolkata. About 62 disabled persons were provided the equipment free of costwhich made them live their life in better way.
9. Green Energy
The Company on the one hand adhering to ZLD norms at the same time it is focusing onthe Green Energy. The Company is having Wind Power capacity of 4.4 MW. It has alreadyinstalled 2.50 MW roof top Solar Plant at its existing site under OPEX Model. Furtherduring 2018-19 Company installed further 1.17 MW roof top solar plant at its existingsite under OPEX Model. Currently the Company is consuming 3.60 Cr. Units P.A. out of whichabout 22% Power is produced by the company through renewable energy sources. FurtherCompany is planning to install 0.49 MW ground mounted solar power unit at its site whichwill produce approximately 7 Lacs units P.A. Thus focus of the company is onSustainability both in terms of effluent Management and non fossil energy consumption.
10. Vegan Certificate
The Board of Directors is glad to inform you that your Company has received VeganCertificate for its product. BSL Limited has become India's first textile manufacturingcompany having this certificate. It is our privilege that our fabric 100% Polyester andPolyester blends with Cellulose comply the requirements of Vegan certification such as
No animal ingredients or Proteins is used at any stage of production of thefabric
No harm is caused to nature and life.
The approval is granted by V-Label GmbH Switzerland after going through their process.We ensure that all our dyestuff chemicals / auxilliaries being used for Vegan fabricprocessing are free from animal origin. During production each process is monitored bystrict supervision.
11. Extract of Annual Return as per Sec 92 in form MGT 9
The details forming part of extract of Annual Return in Form No MGT 9 is enclosedherewith as per Annexure I and also available on the Company's Website at the weblink as: https:// www.bslltd.com/disclosures.html.
12. Statutory Auditors
M/s SSMS & Associates Chartered Accountants (FRN: 019351C) were appointed asStatutory Auditors of your Company at the AgM held on September 26 2017 for a term offive consecutive years i.e. until the conclusion of the 51st AGM. Further M/s SSMS &Associates have confirmed their independence and eligibility under the provisions of theAct and Listing Regulations. Pursuant to the amendments made to Section 139 of theCompanies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratification ofthe Members for continuance of their appointment at this AGM is not being sought.
The report of the Statutory Auditors along with notes to Schedules is enclosed to thisReport. The observations made in
the Auditors' Report are self-explanatory and therefore do not call for any furthercomments.
Further the Auditors have not reported any incident of fraud in the Company for theyear under review under section 143(12) of the Companies Act 2013.
13. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act
2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s V. M. & Associates Company Secretaries Jaipurto undertake the Secretarial Audit of the Company. Further M/s V. M. & Associateshave confirmed their independence and eligibility under the provisions of the Act andListing Regulations. The details forming part of Secretarial Audit Report for financialyear 2018-19 in Form MR -3 is enclosed herewith as per Annexure II.
There are no reservations qualifications adverse remark or disclaimer contained inthe Secretarial Audit Report however an observation has been made by the secretarialauditors on the unspent amount of CSR. The Management responded that this unspent amountwill be spent in the financial year 2019-20.
14. Internal Auditors
Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has appointed M/s A.L. Chechani & Co. Chartered Accountantsas the internal auditors of the Company. The role of internal auditors includes but notlimited to review of internal audit observations and monitoring of implementation ofcorrective actions required reviewing of various policies and ensure its properimplementation reviewing of SOPs and there amendments if any.
15. Cost Auditors
Pursuant to Section 148 of the Companies Act 2013 read with Rule 6(2) of the Companies(Cost Records and Audit) Rules
2014 as amended from time to time your Company has been carrying out audit of costrecords relating to Textile Divisions every year.
The Board of Directors on the recommendation of Audit Committee has appointed M/sN.D. Birla & Co. Cost Accountants (Firm Registration Number 000028) as Cost Auditorto audit the cost accounts of the Company for the financial year 2018-19. As requiredunder the Companies Act 2013 a resolution seeking member's ratification for theremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting for their ratification.
16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The information on conservation of energy technology
absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isenclosed herewith as per Annexure III
17. Particulars of Loans given Guarantees given Investments made and Securitiesprovided
During the year under review the Company has not given any Loans GuaranteesInvestments and Securities covered under the provisions of section 186 of the CompaniesAct 2013.
18. Contracts and Arrangements with Related Parties
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters Directors keymanagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval. There are no material subsidiary Companiesas define in Regulation16 (c) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at the web link as: https://www.bslltd.com/policy.html.
Particulars of Related Parties contracts or arrangements u/s section 188 of theCompanies Act 2013 are given in Form AOC-2 and enclosed herewith as per Annexure IV.
19. Internal Control Systems
The Company has adequate Internal Control Systems commensurate with the size scaleand complexity of its operations. The Audit committee quarterly reviews the Executivesummary on the internal audit findings along with the recommendations and managementcomments. Further the Action Taken Report/ Compliances as discussed in the previousmeeting is placed in the next meeting along with the detailed report. The InternalAuditors also ensure proper compliance of all policies and Standard Operating Procedures(SOPs) adopted by the Company. Based on the report of Internal Auditors managementundertakes corrective action in their respective areas and thereby strengthens thecontrols.
20. Human Resource Development
The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business. The Company imparts monthly IT training program forthe employees of the Company. The Skill Training Centre of the Company has been approvedunder Government of India scheme "Integrated Skill Development Scheme (ISDS).The Company has organized following awareness programs during the year with the activeparticipation of its employees and workers.
Environment Awareness: To create Environment
Conservation awareness on the 46th World Environment Day on 5th June 2018 theCompany organized program / training sessions and poster or slogan competitions.
For creating and enhancing awareness about workplace safety & importance ofPPEs on 26th June 2018 an induction program has been organized on the topic "Useof Personnel Protective Equipment (PPE)".
A training programme has been conducted on ENMS "Policy Objectives &Operational Control" awareness on 24th September 2018.
Energy Conservation Awareness: To create energy conservation awareness on the27th National Energy Conservation Day on 14th December 2018 the Company organizedtraining sessions and poster slogan competitions.
Work Safety: To acquaint about safety measures to the maximum peoples who areworking in plant premises directly or indirectly a session has been conducted on 48thNational Safety Day on 4th March2019.
21. Vigil Mechanism/ Whistle Blower Policy
The Company has a vigil Mechanism named Whistle Blower policy to deal with instance offraud and mismanagement if any. The Details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the Company's website at the web linkas: https://www.bslltd.com/ policy.html.
22. Nomination &Remuneration Policy
The Board has on recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors Senior Management Personnel and KMPand their remuneration including criteria for determining qualifications positiveattributes independence of Directors performance evaluation and other matters as per Sec178 & Regulation 19 of the SEBI (Listing Obligations and disclosure Requirements)Regulations 2015. The Nomination & Remuneration Policy is posted on the Company'swebsite at the web link as: https://www.bslltd.com/policy.html.
23. Corporate Social Responsibility
As per section 135 of Companies Act 2013 Company has constituted CSR Committee andalso framed CSR policy. The details of the Committee and its terms of reference are setout in the Corporate Governance Report forming part of the Board's Report. Details aboutthe CSR policy and initiatives taken by the Company on CSR during the year are availableon the Company's website https://www.bslltd.com/policy.html.The Annual Report on our CSR activities is enclosed herewith as per Annexure V.
During the year four Board meetings were convened and held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 Secretarial Standard-1issuedby Institute of Company Secretaries of India (ICSI) on Board Meetings as SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.
25. Directors &Key Managerial Personnel
1. Change in Directors and Key Managerial Personnel
On relinquishment of the post of Company Secretary by Shri Praveen Jain Ms.Aanchal Patni was appointed as Company Secretary (KMP) w.e.f. 11th February 2019.
Shri Amar Nath Choudhary Independent Director has attained the age of 75 Yearson 06/03/2019 approval of members has been taken for continuation of his directorship atthe Extra Ordinary General Meeting held on 10/04/2019 as required under Regulation 17(1A)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Shri Shekhar Agrwal (DIN: 00066113) Director shall retire by rotation at theensuing Annual General Meeting and being eligible offers himself for reappointment. TheBoard recommends his reappointment.
The first term of office of all independent Directors of the Company viz. ShriSushil Jhunjhunwala (DIN: 00082461) Shri Amar Nath Choudhary (DIN: 00587814) Smt.Abhilasha Mimani (DIN: 06932590) and Shri Giriraj Prasad Singhal (DIN: 00331849) expiresat the ensuing Annual General Meeting. The Board has recommended the re-appointment of allthe Independent Directors of the Company for a second term of 5 (five) consecutive years.The proposal for confirmation of their re-appointment as Independent Director(s) for aterm of 5 years shall be put up before the ensuing Annual General Meeting.
2. Statement on Declaration given by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
3. Annual Evaluation of Board
In compliance with the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Guidance Note on Board Evaluation issued by SEBI yourBoard of Directors during the financial year under review carried out annual evaluationof its own performance as well as its Committees and also of the individual Directors inthe manner as enumerated in the Nomination and Remuneration Policy of the Company. YourDirectors feel pleasure in informing the members that the performance of the Board as awhole and its members individually was adjudged satisfactory. More detail on the same isgiven in the Corporate Governance Report.
26. KYC of Directors:
Your Directors have confirmed that pursuant to the Rule 12A of
The Companies (Appointment and Qualification of Directors)
Rules 2014 they have individually filed Form DIR-3 KYC (KYC of Directors) on theMinistry of Corporate Affairs within specified time period. A certificate from a CompanySecretary in practice that none of the Directors on the Board of the Company have beendebarred or disqualified from being appointed or continuing as directors of Companies bythe Board/ Ministry of Corporate Affairs or any such statutory authority is provided inthe Corporate Governance Report.
27. Corporate Governance
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by the SEBI. The Report onCorporate Governance along with the Certificate of Auditors M/s SSMS & AssociatesChartered Accountants 16 Basement Heera Panna Market Pur Road Bhilwara (Rajasthan)confirming compliance to conditions of Corporate Governance as stipulated under Regulation34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015form part of the Annual Report.
28. Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided as per Annexure VI.
Disclosures required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are provided as per Annexure VII.
29. Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 125 of the Companies Act 2013 the declareddividend for the financial year 201011 which remained unpaid or unclaimed for a period ofseven years have been transferred by the Company to the IEPF established by the CentralGovernment on 6th November 2018.
30. Transfer of Unpaid Shares to Investor Education and Protection Fund
The Company in pursuance to the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Amendment Rules 2017 had transferred all sharesin respect of which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more in the name of designated demat account of the IEPF Authority. Anotice had been sent to all concerned shareholders at their registered address. TheCompany had also published such notice in English Newspaper i.e. 'The Financial Express'and in Hindi Newspaper i.e. 'Dainik Navjoyti' informing the concerned shareholders aboutthe same. The company has uploaded the full details of such shareholders and sharestransferred to IEPF account on its website at
31. Other Disclosures Under Companies Act 2013
The Company has not invited/ accepted any deposits from the public during theyear ended March 31 2019. There were no unclaimed or unpaid deposits as on March 312019.
There is no change in the nature of business during the financial year 2018-19.
No amount has been transferred to General Reserves during the year.
There have been no material changes and commitments if any affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.
During the year under review there has been no such significant and materialorders passed by the regulators or courts or tribunals impacting the going concern statusand company's operations in future.
Details about risk management have been given in the Management Discussions& Analysis.
The Company does not have any subsidiary joint venture & associate company.
The Company is having adequate Internal Financial Control with reference to theFinancial Statements.
During the year the Company has not received any complaint under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has complied with the applicable secretarial standards issued by theInstitute of Company Secretaries of India.
32. Directors' Responsibility Statement
To the best of our knowledge and belief and according to the information andexplanations obtained we make the following statements in terms of section 134(3)(c) ofthe Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable
accounting standards have been followed along with proper explanation relating tomaterial departures if any;
b. that such accounting policies as mentioned in Note one of the notes to theFinancial Statements have been selected and applied consistently andjudgment and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2019 and of the profit of theCompany for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concernbasis;
e. that the internal financial controls were in place and that the internalfinancial controls were adequate and were operating effectively; and;
f. that the system to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. We would like to thank all our clientscustomers vendors dealers bankers investors other business associates Central andState Government for their continued support and encouragement during the year and theirconfidence towards the management.