Your Directors have pleasure in presenting the Twenty Eighth Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2019.
The Company's financial results for the period under review are as follows:-
|PARTICULARS ||2018-19 ||2017-18 |
|GROSS REVENUE FROM OPERATIONS ||3658.39 ||3216.83 |
|NET REVENUE FROM OPERATIONS & OTHER INCOME ||3673.43 ||3228.08 |
|PROFIT BEFORE INTEREST DEPRECIATION & TAXES ||272.40 ||326.74 |
|INTEREST ||183.78 ||211.74 |
|DEPRECIATION ||62.25 ||68.18 |
|PROFIT BEFORE TAX ||25.97 ||46.82 |
|DEFERRED TAX ||12.21 ||4.88 |
|PROFIT / (LOSS) AFTER TAX ||13.40 ||28.01 |
|PROFIT/ (LOSS) OF EARLIER YEARS ||(337.90) ||(365.91) |
|PROFIT / (LOSS) ||(324.50) ||(337.90) |
Considering the current financial position the Board of Directors does not recommendany dividend for the financial year 2018-19.
REVIEW OF OPERATIONS:
During the year under review your Company reported gross Revenue from Operations ofRs. 3658.39 lakhs as against Rs. 3216.83 lakhs during the previous year. During theyear your Company was able to increase the turnover by 13.73%. The sales volumes werestable and realization improved during the Financial Year 2018-19 resulting in increase inthe Sales turnover. The Net profit after depreciation interest and tax stood at Rs. 13.40lakhs as compared to Rs. 28.01 lakhs in the previous year. Company is taking necessarysteps to increase profitability. The accumulated losses as on 31st March 2019have been decreased to Rs. 324.50 lakhs. The Company has also achieved reasonable sales interms of exports. Though there has been continuous pressure on margins due to increase inraw material prices and intense competition the Company showed stable results byincreasing the efficiency of the units and implementing various cost control measures.
The performance of your Company is primarily attributable to higher sales benefitsarising out of structural cost reduction and capacity enhancement projects commissioned inthe last couple of years along with improved business synergies and focus on variousimprovement initiatives. Due to weak domestic demand company is focusing on increasingexports and has managed to increase its Export turnover to Rs.62.78 Lacs. With all thesesteps directors are hopeful to have better returns in the coming year. The Companyexpects better performance during the year 2019-20 with expecting increase in demand forPP bags from various Sectors. Increase in interest cost due to term loan availed by thecompany have also put pressure on the bottom-line of the Company. Your company'ssignificant scale broad geographical exposure focusing on value added applicationscoupled with cost control measures have helped it to register a decent growth of thecompany during the financial year under review. The improved performances and the growthin the past years motivated your Company to aggressively target the competitive marketwith various innovative strategies. The projects implemented recently will give its fullresults in coming year and hence shall improve the profitability.
During the year your Company concentrated on product innovation considering thechanging consumer preferences and market trend. On growth front your Company is takingefforts for expanding the market by effectively utilizing the available resourcestargeting the efficient and retaining the valuable customers improving the variouscost-cuffing and value engineering measures for increasing the stability in operatingresults. Continuous working capital support from the bankers also contributed for theimproved performances. With the current scenario your management is very confident ofachieving better results in the years to come.
TRANSFER TO RESERVES:
The Company has made no transfers to reserves during the financial year 2018-19.
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 as Annexure1.
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 - 2and forms an integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Sri G.S. Rajasekar Director retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re- appointment. The subject forms part of theordinary business in the Notice of the 28th Annual General Meeting. Your Boardof Directors recommend his re-appointment.
The Board of Directors has re-appointed Sri G V Gopinath as Managing Director and Sri GS Sridhar as Joint Managing Director with effect from 01st April 2019 for a period ofthree years subject to the approval of Shareholders. The above business forms part ofNotice of the 28th Annual General Meeting for approval of shareholders.
Sri M. Ravindra Reddy Independent Director of the Company whose current term expiredon 31st March 2019 has conveyed his desire not to seek re-appointment as lndependentDirector of the Company for the second term. Accordingly the tenure of Sri M. RavindraReddy as Independent Director of the Company has come to end on 31st March2019. The Boardof Directors place on record their appreciation of the contribution made by Sri M.Ravindra Reddy during his tenure on the board.
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 2018-19 ||Date of the Meeting |
|Board Meeting ||5 ||30th May 2018 9th August 2018 26th September 2018 14th November 2018 & 13th February 2019 |
|Audit Committee ||4 ||30th May 2018 9th August 2018 14th November 2018 & 13th February 2019 |
|Nomination & Remuneration Committee ||2 ||9th August 2018 and 13th February 2019 |
|Share transfer Committee ||13 ||31st May 2018 25th August 2018 20th September 2018 15th November 2018 30th November 2018 14th December 2018 21st December 2018 10th January 2019 29th January 2019 13th February 2019 25th February 2019 28th March 2019 & 30th March 2019 |
|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 March2019 the applicable accounting standards had been followed along with proper explanationrelating to 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 Non- Executive 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 2019 without the attendance ofNon-Independent Directors 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 Whole-time Director 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 Whole-time Director.
7. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief 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 2019 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 || |
INTERNAL COMPLAINTS 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.Further in the meeting held on 3rd May 2019 the Board has approved thereconstitution of the Committee with the following members:
1. Ms. Mahalakshmi-Presiding Officer
2. Shri. Maria Augustin - Member
3. Ms. Rathi Kumari- Independent Member
4. Ms. Srividya - Member
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 2018-19 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 2014- 15. The Company hasalso intimated 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 & AssociatesPractising Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for the year 2018-19 is included as Annexure 3 and forms anintegral part of this Report. There is no secretarial audit qualification for the yearunder review.
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 Companies Act2013 r/w Rule 8 of the Companies (Accounts) Rules 2014 are detailed under Note 12 -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:
| || || || || || ||(Rs. in lakhs) |
|S. No ||Name ||Designation as on 31st March 2019 ||Remuneration paid FY 2018-19 ||Remuneration paid FY 2017-18 ||Increase in remuneration from previous year ||Ratio / times per median of employee remuneration |
|1 ||G.V. Gopinath ||Managing Director ||11.52 ||11.52 ||Nil ||3.56 |
|2 ||G.S. Sridhar ||Joint Managing Director and Chief Financial Officer ||11.52 ||11.52 ||Nil ||3.56 |
|3 ||M. Uma Maheswari ||Company Secretary ||4.41 ||4.41 ||Nil ||1.31 |
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 15.92%
3. The number of permanent employees on the rolls of company as on 31st March 2019 is58.
4. The average increase in salaries of employees other than managerial personnel in2018-19 was 12.65%.
5. No remuneration is paid to the Independent Directors of the Company other than thesitting fees of Rs.10000/- for attending Board / Committee Meetings. The details ofsitting fees paid to the Directors are set out in Extract of Annual Return (Annexure 2)
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 AND OUTGO:
The Particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Sec.134(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 2018-19 a separate report of Corporate Governance is not disclosed in the AnnualReport 2018-19.
The Company confirms that it has paid the annual listing fees for the year 2019-20before the due date to the 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 31st July 2019 to 6th August 2019 (both days inclusive).
During the financial year 2018-19 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.
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 : 3rd May 2019 ||Managing Director ||Joint Managing Director and CFO |