Your Directors have pleasure in presenting the Twenty Ninth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2020.
The Company's financial results for the period under review are as follows:-
(Rs. In lakhs)
|PARTICULARS ||2019-20 ||2018-19 |
|gross revenue from operations ||2730.84 ||3658.39 |
|net revenue from operations & other income ||2750.11 ||3673.43 |
|profit before interest depreciation & taxes ||246.58 ||272 |
|interest ||183.14 ||183.78 |
|depreciation ||58.31 ||62.25 |
|profit before tax ||5.13 ||25.97 |
|deferred tax ||(1.89) ||12.21 |
|profit / (loss) after tax ||7.02 ||13.40 |
|profit/ (loss) of earlier years ||(324.50) ||(337.90) |
|profit / (loss) ||(317.48) ||(324.50) |
Considering the current financial position the Board of Directors does not recommendany dividend for the financial year 2019-20.
REVIEW OF OPERATIONS:
During the year under review your Company has reported Gross Revenue from Operationsof Rs. 2730.84 lakhs compared to Rs. 3658.39 lakhs during the previous year. During theyear there was a fall in Gross Revenue from Operations of the Company by 25.35%. There isa significant decline in Sales of the Company during the Financial Year 2019-20 resultingin decrease in the revenue. The Net profit after depreciation interest and tax stood atRs. 7.02 lakhs as against Rs. 13.40 lakhs in the previous year. Company is takingnecessary steps to increase profitability. The accumulated losses as on 31st March 2020have been decreased marginally to Rs. 317.48 lakhs. The Company has also achievedreasonable sales in terms of exports amounting to Rs. 16.63 lakhs. However the exportshave declined profoundly against the exports of Rs. 62.78 lakhs during the Financial Year2018-19. Detailed review of operations of the Company is provided in the ManagementDiscussion and Analysis Report annexed to this Directors' Report.
On growth front your Company is taking efforts for expanding the market by effectivelyutilizing the available resources targeting the efficient and retaining the valuablecustomers improving the various cost-cuffing and value engineering measures forincreasing the stability in operating results. Continuous working capital support from thebankers has contributed for the improved performances of the Company. With the currentscenario your management is very confident of achieving better results in the years tocome.
TRANSFER TO RESERVES:
The Company has made no transfers to reserves during the financial year 2019-20.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures)Requirements Regulations the Management Discussion and Analysis Report is enclosed asAnnexure 1.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure - 2 andforms an integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Sri G.V. Gopinath and Sri G.S. Sridhar were appointed as Managing Director and JointManaging Director respectively by the shareholders in the 28th Annual General Meeting ofthe Company during the Financial Year 2019-20. They are appointed for a period of threeyears with effect from 01st April 2019.
Sri G.P.N. Gupta (DIN: 00086174) Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The subject formspart of the ordinary business in the Notice of the 29th Annual General Meeting. Your Boardof Directors has recommended his re-appointment.
Sri R. Sukumar (DIN: 03621162) was appointed as an Independent Director of the Companyto hold the office for 5 (Five) consecutive years not liable to retire by rotation witheffect from 24.09.2015. The Board of Directors in their meeting held on 29.06.2020 asrecommended by the Nomination and Remuneration Committee of the Company on the basis ofreport of performance evaluation have re-appointed as an Independent Director of theCompany not liable to retire by rotation and to continue to hold the office until theconclusion of 34th Annual General Meeting of the Company subject to the approval of themembers of the Company in the Annual General Meeting.
Smt. Shobha Gupta (DIN: 00326381) was appointed as an Independent Director of theCompany to hold the office for 5 (Five) consecutive years not liable to retire by rotationwith effect from 24.09.2015. The Board of Directors in their meeting held on 29.06.2020as recommended by the Nomination and Remuneration Committee of the Company on the basis ofreport of performance evaluation have re-appointed as an Independent Director of theCompany not liable to retire by rotation and to continue to hold the office until theconclusion of 34th Annual General Meeting of the Company subject to the approval of themembers of the Company in the Annual General Meeting.
Ms. Uma Maheshwari Company Secretary and Compliance Officer of the Company hadresigned from her post during the year under review with effect from 25.02.2020. Mr. AnupHegde P has been appointed as the Company Secretary and Compliance Officer of the Companyby the Board as recommended by the Nomination and Remuneration Committee of the Companywith effect from 29.06.2020.
The notice convening the AGM includes the proposal for re-appointment of Directors.
NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies /policies and review the financial performances of the Company. The Board Meetings arepre-scheduled and a tentative annual calendar of the Board is circulated to the Directorswell in advance to facilitate the Directors to plan their schedules.
|Meeting ||No. of Meeting during the Financial Year 2019-20 ||Date of the Meeting |
|Board Meeting ||6 ||03rd May 2019 06th August 2019 22nd October 2019 12th November 2019 13th February 2020 & 03rd March 2020. |
|Audit Committee ||4 ||03rd May 2019 06th August 2019 12th November 2019 & 13th February 2020 |
|Nomination & Remuneration Committee ||- ||No meeting held during the year |
|Share transfer Committee ||- ||No meeting held during the year |
|Stakeholders' Grievances Committee ||- ||No meeting held during the year |
The interval between two Board Meetings was well within the maximum period mentionedunder section 173 of the Companies Act 2013 and SEBI Listing (Disclosures andObligations Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3)(C) of the Companies Act 2013 the Directors herebystate and confirm that they have:
a) In the preparation of the annual accounts for the year ended 31st March 2020 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) They have selected such accounting policies and applied them consistently and madeJudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the Financial Year and of theprofit and loss of the Company for the year ended on that date;
c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
During the year under review there were no frauds reported by the Auditors on theemployees or officers of the Company under section 143(10) of the Companies Act 2013.
The Company is managed and controlled by professional Board of Directors with anoptimum combination of Executive NonExecutive and Independent Directors including oneWoman Director. The Non - Executive Independent Directors fulfills the conditions ofindependence specified in Section 149(6) of the Companies Act 2013. The Company hasreceived necessary declaration from each Independent Director of the Company under Section149(7) of the Act that they meet the criteria of independence as laid down in Section149(6) of the Act.
Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's culture through appropriate orientation session and they arealso introduced to our organization structure our business constitution boardprocedures our major risks and management strategy. The appointment letters ofIndependent Directors has been placed on the Company's website at www.blissgroup.com.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act 2013 the IndependentDirectors held a Meeting on 13th February 2020 without the attendance of Non-IndependentDirectors and members of Management.
nomination and remuneration policy:
Pursuant to Section 178(3) of the Companies Act 2013 the Board of Directors hasframed a policy which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the company. The policy also lays down thecriteria for selection and appointment of Board Members.
Nomination & remuneration Policy:
In accordance with the Nomination and Remuneration Policy the Nomination andRemuneration Committee has inter alia the following responsibilities:
1. The Committee shall formulate the criteria for determining qualifications positiveattributes and independence of a director.
2. The Committee shall identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy.
3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
4. The Board shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
5. The remuneration/ compensation/ commission etc. to the Managerial Personnel KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration/ compensation/ commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required.
6. Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Personnel.
7. Where any insurance is taken by the Company on behalf of its Managerial PersonnelChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
8. The Non- Executive/ Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.
9. Commission to Non-Executive/ Independent Directors may be paid within the monetarylimit approved by shareholders subject to the limit not exceeding 1% of the net profitsof the Company computed as per the applicable provisions of the Companies Act 2013.
Pursuant to the provision of the Companies Act 2013 a structured questionnaire wasprepared after taking into consideration of the various aspects of the Boards'functioning composition of the Board and its committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Director expressed their satisfaction with theevaluation process.
AUDIT COMMITTEE RECOMMENDATION:
During the year all the recommendations of the Audit Committee were accepted by theBoard. Pursuant to Section 177(8) of the Companies Act 2013 the Composition of AuditCommittee is given as under:
Composition of Audit Committee:
The Composition of the Audit Committee as on 31st March 2020 is as follows:
| Sri R Sukumar ||- Chairman cum Member |
| Sri S Ramakrishnan ||- Member |
| Sri G P N Gupta ||- Member |
| Smt Shobha Gupta ||- Member |
The Company Secretary shall act as the Secretary of the Committee INTERNALCOMPLAINTS COMMITTEE:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy. No Complaints were received and disposed off during the year under review.
Pursuant to Section 177(9) of the Companies Act 2013 your Company has established aVigil Mechanism policy for directors and employees to report concerns about unethicalbehaviors actual or suspected fraud violations of Code of Conduct of the Company etc.The mechanism also provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access by the Whistle Blower to theAudit Committee. It is affirmed that during the Financial Year 2019-20 no employee hasbeen denied access to the Audit Committee. The vigil mechanism policy is also available inthe company's website www.blissgroup.com.
Pursuant to Section 134 of the Companies Act 2013 the Company has a risk managementpolicy in place for identification of key risks to its business objectives impactassessment risk analysis risk evaluation risk reporting and disclosures riskmitigation and monitoring and integration with strategy and business planning.
The Management identifies and controls risks through a properly defined framework interms of the aforesaid policy.
Pursuant to the provisions of Section 139 of the Companies Act 2013 the appointmentof M/s. J.V. Ramanujam & Co Chartered Accountants (Firm Registration No. 002947s) asStatutory Auditors of the Company have been approved in the 26th Annual General Meeting ofthe Company. They shall hold office until the conclusion of the 31st Annual GeneralMeeting of the Company.
Pursuant to notification of Companies (Cost Records and Audit) Rules 2014 read withCompanies (Cost Records and Audit) amendment rules 2014 the Company's product does notfall under the purview of Cost Audit from the financial year 201415. The Company has alsointimated the non-applicability of Cost Audit to the Registrar of Companies.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Lakshmmi Subramanian & AssociatesPracticing Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the year 2019-20 is included as Annexure 3 and forms anintegral part of this Report.
The Secretarial Auditors in their report have specified that the Company has receivedShow Cause Notice dated 07th February 2020 under Section 124 and 125 of the CompaniesAct 2013 for non-transfer of shares to Investor Education and protection Fund fromMinistry of Corporate Affairs. We wish to inform that the Company has replied to the saidnotice for compliance and are in process of transferring the shares to Investor Protectionand Education Fund.
LOANS GUARANTEES AND INVESTMENTS:
The Company has not granted loan or guarantee in respect of a loan to any person orbody corporate or acquisition of shares in other body corporate under section 186 of theCompanies Act 2013.
RELATED PARTY TRANSACTIONS:
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. Thus disclosure in Form AOC-2 is not required.
The related party transactions as required under Section 134 (3) (h) of the CompaniesAct 2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 are detailed under Note 13 -Notes annexed to and forming part of the Balance Sheet of the company.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company and Directors is furnished hereunder:
|S. No ||Name ||Designation ||Remuneration paid FY 2019-20 ||Remuneration paid FY 2018-19 ||Increase in remuneration from previous year ||Ratio / times per median of employee remuneration |
|1 ||G.V. Gopinath ||Managing Director ||19.60 ||11.52 ||70.14% ||8.23 |
|2 ||G.S. Sridhar ||Joint Managing Director and Chief Financial Officer ||19.60 ||11.52 ||70.14% ||8.23 |
|3 ||M. Uma Maheswari (resigned as on 25.02.2020) ||Company Secretary ||4.16 ||4.41 ||2.85% ||1.78 |
1. The remuneration payable to the KMP / Whole time directors are In accordance withthe Industry and Geographical standards and as per the Remuneration policy of the Company.
2. The percentage Increase In the median remuneration of employees In the financialyear Is 9.7%.
3. The number of permanent employees on the rolls of company as on 31st March 2020 Is52.
4. The average Increase In salaries of employees other than managerial personnel In2019-20 was 4.71%.
5. No remuneration Is paid to the Independent Directors of the Company other than thesiffing fees of Rs.10000/- for attending Board / Committee Meetings. The details ofsiffing fees paid to the Directors are set out In Extract of Annual Return (Annexure 2)
6. The percentage Increase In remuneration of Company Secretary Is derived on the basisof proportionate value for the period served In the Company.
7. The salaries of Sri G V Gopinath and Sri G S Sridhar have been revised with effectfrom 01.04.2019.
None of the employees of the Company drew remuneration which In the aggregate exceededthe limits fixed under Section 134(3)(q) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Sec.l34(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are enclosed as part of theReport as Annexure - 4.
As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 your Company does not fall under the purviewof complying with the provisions of Corporate Governance. During the year with theapproval of Board of Directors your Company has Informed the non-applicability provisionto the Bombay Stock Exchange.
Since the provision of Corporate Governance Is not applicable for the entire FinancialYear 2019-20 a separate report of Corporate Governance Is not disclosed In the AnnualReport 2019-20.
The Company confirms that It has paid the annual listing fees for the year 2020-21 tothe Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed witheffect from 06th August 2020 to 12th August 2020 (both days Inclusive).
During the financial year 2019-20 your Company has not accepted any deposit under theprovisions of the Companies Act 2013 read together with the Companies (Acceptance ofDeposits) Rules 2014. Your company has repaid all the deposits accepted under CompaniesAct 1956 with Interest and as such no amount of principal or Interest was outstanding ason the Balance Sheet date.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS OR TRIBUNALS:
During the year the Company has not received any significant and material orderspassed by the Regulators or courts or tribunals which would affect the going concernstatus of the Company and Its future operations.
INTERNAL FINANCIAL CONTROLS:
The company has In place Internal Financial Control system commensurate with size& complexity of Its operations to ensure proper recording of financial and operationalInformation & compliance of various Internal controls & other regulatory &statutory compliances. During the year under review no material or serious observationhas been received from the Internal Auditors of the Company for Inefficiency or Inadequacyof such controls.
QUALITY MANAGEMENT SYSTEMS:
Your Directors are happy to report that as a commitment in meeting global qualitystandards your company continues to have ISO 9001:2015 quality management systems acertificate from Intertek Certification Limited.
FORWARD LOOKING STATEMENTS:
Statements in this management discussion and analysis describing the Company'sobjectives projections estimates and expectations may be 'forward-looking statements'within the meaning of applicable laws and regulations. Actual results may differsubstantially or materially from those expressed or implied. Important factors that couldmake a difference to the Company's operations include economic conditions affectingdemand/supply and price conditions in the domestic and overseas markets in which thecompany operates changes in the Government regulations tax laws and other statutes andother incidental factors.
SECRETARIAL STANDARDS OF ICSI:
The Company herewith confirms that during the year under review the Company hascomplied with all the applicable Secretarial Standards as issued by the Institute ofCompany Secretaries of India.
CORPORATE SOCIAL RESPONSIBILTY:
As per the provision of Section 135 of the Companies Act 2013 all companies having anet worth of Rs.500 crore or more or a turnover of Rs.1000 crore or more or a net profitof Rs.5 crore or more during any financial year are required to constitute a CSR committeeand our Company does not meet the criteria as mentioned above hence the Company has notconstituted any Corporate Social Responsibility Committee; and has not developed andimplemented any Corporate Social Responsibility initiatives and the provisions of Section135 of the Companies Act 2013 are not applicable to the Company.
PARTICULARS OF EMPLOYEES:
There are no employees falling within the provisions of section 197 of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:
The Company neither has any holding nor is any subsidiary company thereforedisclosure under Section 197 (14) of the Companies Act 2013 not applicable.
Your Directors take this opportunity to express their sincere gratitude to theencouragement assistance co-operation and support given by the Central Government theGovernment of Tamil Nadu The Karnataka Bank Ltd. during the year. They also wish toconvey their gratitude to all the customers Auditors suppliers dealers and all thoseassociated with the company for their continued patronage during the year.
Your Directors also wish to place on record their appreciation for the hard work andunstinting efforts put in by the employees at all levels. The directors are thankful tothe esteemed stakeholders for their continued support and the confidence reposed in theCompany and its management.
| || |
For and on behalf of the Board
|Place : Chennai ||G V Gopinath ||G S Sridhar |
|Date : 29th June 2020 ||Managing Director ||Joint Managing Director and CFO |