To THE MEMBERS OF THE COMPANY
Your Directors have pleasures in submitting their 46th Annual report of the companyalong with the Audited Financial Statements for the year ended 31st March 2019.
|Particulars ||2018-19 ||2017-18 |
| ||(Rs. In Lacs) ||(Rs. In Lacs) |
|Revenue from Operations ||2273.71 ||2723.92 |
|Revenue from other income ||28.13 ||27.06 |
|Total Revenue from Operation ||2301.84 ||2750.98 |
|Profit before depreciation Exceptional & tax ||48.04 ||35 |
|Depreciation ||16.83 ||21.91 |
|Exceptional Income ||15.47 ||0 |
|Profit after Depreciation & Exceptional ||15.74 ||13.09 |
|Income but before Tax || || |
|Provision for Taxation (current) ||5.26 ||3.42 |
|Provision for Tax (deferred) ||2.33 ||0 |
|Tax Adjustment for earlier years ||- ||- |
|Profit / Loss after Tax ||8.15 ||9.67 |
|Other equity excluding revaluation reserve ||776.77 ||768.62 |
|EPS ||0.02 ||0.02 |
During the year under review your Company achieved total revenue of Rs. 2301.84 lacs asagainst Rs. 2750.98 in the previous year. This is mainly due to cost escalation of Rawmaterials and overall impact of the economy on textile sector and poor response of thebuyers at international The company have net profit after tax is Rs. 8.15 Lakhs ascompared to net profit of 9.67 Lakhs in the previous year which is primarily due to lessturnover and increase of taxes. The management of the Company is very optimistic withregards to the performance of the Company in future and they taking every suitable ornecesasary step required for the profitable future of the Company and its members.
In order to conserve the reserve for a sustainable future your Company do notrecommended any dividend on Equity Shares for the year under review.
During the year of the Company stand at Rs. 776.77 Lakhs as compared to Rs. 768.62 inthe previous year.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152 of the Companies Act 2013 Mr. Harish Baranwal retire byrotation and being eligible offered himself for re- appointment. If re-appointed he willcontinue as director of the Company.
As required under Regulation 30 of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 with the stock exchanges the information on theparticulars of directors proposed for appointment/re appointment has been given in thenotice of annual general meeting.
During the year Company has not invited/accepted any deposits from the public underthe Companies Act 2013.
PARTICULARS OF LOANS GUARANTESS AND INVESTMENTS:
Details of investments covered under Section 186 of the Companies Act 2013 ("theAct") will be produced for verification to the members at the Registered office ofthe company on their request.
DIRECTORS' RESPONSIBILTY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to
Directors' Responsibility Statement it is hereby confirmed:
a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed.
b) 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.
c) 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.
d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.
e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company neither has any Holding and Subsidiary Company but have Associate Company.
TRANSFER TO INVESTOR'S EDUCATION AND PROTECTION FUND:
During the year under review the Company was not required to transfer any amount inthe
Investor's Education and Protection Fund.
DECLERATION OF INDEPENDENT DIRECTORS':
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 as well as under SEBI (LODR) Regulations 2015 and the Board is alsoof the opinion that the Independent Directors fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Independent Directors.
POLICIES ON DIRECTORS' APPOINTMENT & REMUNERATION
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company viz www.bholanath.biz.
EVALUATION OF BOARD OF DIRECTORS':
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process.
M/s. O.P.Tulsyan & Co. [Firm Registration No. 500028N] Chartered Accountants hadbeen appointed by the members at 44th Annual General Meeting held on 29thSeptemebr 2017 to the conclusion of 48th Annual General Meeting of theCompany subject to ratification by the members at every Annual General Meeting.
However Vide notification dated May 7 2018 issued by Ministry of Corporate Affairsthe requirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordinglyno such item has been considered in noticeof the 46th AGM.
As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from M/s. O.P. Tulysan & Co. that their appointmentif made would be in conformity with the limits specified in the said Section.
There are no qualifications reservations or adverse remarks made Statutory Auditors intheir report for the financial year ended March 31 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 Mr. Ajay Jaiswal Company Secretary in Practice to conduct the Secretarial Auditfor the financial year 2018-19. The Secretarial Audit Report as received from Mr. AjayJaiswal is appended to this Report as
COMMENTS/EXPLANATIONS/REMARKS/OBSERVATIONS/QULIFICATION MADE BY SECRETARIAL AUDITORS:
Mr. Ajay Jaiswal Company Secretary in Practice appointed for Secretarial Audit of yourCompany in his Secretarial Audit Report for financial year 2018-19 have drawn theattention of the management on some the non-compliances which have been marked asqualification in his report. In connection with the same management herewith give theexplanation for the same as follows:
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.
It monitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
The Company holds at least four Board meetings in a year one in each quarterinter-alia to review the financial results of the Company. The Company also holdsadditional Board Meetings to address its specific requirements as and when required. Thedecisions and urgent matters approved by way of circular resolutions if any are placedand noted at the subsequent Board meeting.
During the financial year 2018-19 Five (5) Board Meetings were convenedand held. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013 and the SEBI (LODR) Regulations 2015. For details of the meetingsof the board along with the attendance of the respective Directors please refer to theCorporate Governance Report forming part of this Annual Report.
The Company has a duly constituted Audit Committee as per the provisions of Section 177of Companies Act 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure)Requirement Regulations 2015 with the stock exchanges. The Board of Directors hasconstituted two other committees namely Nomination and Remuneration Committee andStakeholders' Relationship Committee which enables the Board to deal with specific areas/ activities that need a closer review and to have an appropriate structure to assist inthe discharge of their responsibilities.
The details of the composition of the Audit Committee along with that of the otherBoard committees and their respective terms of reference are included in the CorporateGovernance Report forming part of this Annual Report. The Audit Committee and other BoardCommittees meet at regular intervals and ensure to perform the duties and functions asentrusted upon them by the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure II.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2019 in the prescribed form MGT 9 forms part of thisreport and is annexed as
No postal Ballot was held during the year 2018-19.
INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONEENL) RULES 2014
Ratio of remuneration of each director to the median remuneration of the employees ofthe company for the year 2018-2019
|Sr. No ||Name & Designation ||Remuneration Received (In Rs. Lakh) ||Ratio to median remuneration |
|1. ||Mr. Bholanath Baranwal ED ||696000 ||3.94 |
|2. ||Mr. Vivek Baranwal ED & CFO ||180000 ||1.02 |
|3. ||*Mr. Niraj Tripathi CS ||264000 ||1.49 |
All appointments are / were non-contractual.
Remuneration as shown above comprises of Salary Leave Salary Bonus LeaveTravel Assistance Medical Benefit House Rent Allowance Perquisites and Remuneration onCash basis ?
The median remuneration of employees of the Company during the financial yearwas Rs. 1.77 lakh
There were 21 employees on the rolls of Company as on March 31 2019.
* Mr. Niraj Tripathi resigned by the post of C.S on 04.04.2019. ?
As per the Rules the Company is required to arrive at the median remunerationof the employees of the Company on financial basis and it is not necessary for the Companyto include the details of employees serving the company below the period of twelve months.Hence Company consider only 5 empolyees out of 21 employees for the purpose of calulationof median remuneration as because the remaining employees is employed from the months ofJanuary 2019.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 aseparate section titled Report on Corporate Governance' and ManagementDiscussion and Analysis' forming part of this Annual Report. The Report on CorporateGovernance also includes certain disclosures that are required as per Companies Act2013.
Auditors' Certificate confirming compliance with the conditions of Corporate Governanceas stipulated under regulations of SEBI (Listing Obligation & Disclosure Requirement)Regulations 2015 also forms part of this Annual Report.
During the year under review the Company neither increased nor decreased its Equity.
RISK MANAGEMENT POLICY:
Your Company has formulated and adopted a Risk Management Policy which covers aformalized Risk Management Structure along with other aspects of Risk Management i.e.Credit Risk Management Operational Risk Management Market Risk Management and EnterpriseRisk Management. The Risk Management Committee of the Board on periodic basis overseesthe risk management systems processes and minimization procedures of the Company.
Your Company believes that its employees are one of the most valuable assets of theCompany. During the year under review the Company organized various training programs atall level to increase the skill of the employees. The employees are deeply committed tothe growth of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism thatencourages and supports its Directors and employees to report instances of unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. It also provides for adequate safeguards against victimization of personswho use this mechanism and direct access to the Chairman of the Audit Committee inexceptional cases. The details of the same are provided in Corporate Governance Reportforming part of this Annual Report. The policy is available on the website of the companywww.bholanath.biz
During the financial year 2018-19 no cases under this mechanism were reported in theCompany.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The Company has in place a Policy on Prevention Prohibition &Redressal of SexualHarassment of Women at Workplace. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations. The policy is available on thewebsite of the company www.bholanath.biz
During the financial year 2018-19 no cases in the nature of sexual harassment werereported at any workplace of the company.
FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer Company Secretary and Various Department headsindividually to know their roles in the organization and to understand the informationwhich they may seek from them while performing their duties as a Director.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information pertaining to energy and technology absorption foreign exchangeearning & outgo as required under section 134(3) (m) of the Companies Act 2013 andread with Rule 8 (3) of the Companies (Accounts) Rules 2014 is Annexure IV.
CERTIFICATE ON NON DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practicing Company Secretary that none of theDirectors on the Board of the Company are disqualified as on 31.03.2019 in accordance withRegulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 annexedas Annexure V.
During the year under review your company enjoyed cordial relationships with workersand employees at all the levels.
LISTING OF SHARES:
The shares of the Company are listed on BSE. The Company has paid the listing fees aspayable to the BSE Ltd for the financial year 2019-20 on time.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underSEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 and ChiefExecutive Officer declaration about the Code of Conduct is Annexed to this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are not significant and material orders passed by the regulators or courts ortribunals that would impact on going concern of the Company and its future operationsduring the Financial Year 2018-19.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of the companies Act 2013 every company shall require toconstitute a corporate social responsibility committee who cross the threshold limit asprescribed under the Act.
So accordingly these provisions our company does not fall under the said limit asprescribed. Thus your company do not required to constitute the committee during theFinancial Year 2018-19.
Your Directors wish to place on record their gratitude to the Company's CustomersBankers and others for their continued support and faith reposed in the Company. The Boardalso places on record its deep appreciation for the dedication and commitment of theemployees at all levels. The Directors would also like to thank BSE Ltd. NationalSecurities Depository Limited Central Depository Services (India) Limited our RTA MasServices Limited for their co-operation.
|BY ORDER OF THE BOARD || |
|For Shri Bholanath Carpets Limited || |
|Sd/- ||Sd/- |
|Bholanath Baranwal ||Vivek Baranwal |
|(Chairman & Managing Director) ||(Director) |
|DIN: 00306086 ||DIN: 02076746 |
|Place: Varanasi || |
|Date: 21/08/2019 || |