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Directors Report of Betex India Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the Annual Report and Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars 2014-15 2013-14

Sales & Income form operation 4399.44 3904.06

Other Income 24.56 33.58

Profit before Financial cost , Depreciation 341.21 336.86 and Exceptional items & Tax (EBIDTA)

Interest 92.32 72.04

Depreciation 130.80 123.61

Profit before Tax 118.09 141.21 Provision for Taxation

Current tax 23.62 36.14

Mat Credit -20.99 -3.48

Deferred Tax -6.98 -7.25

Profit after Tax 122.44 115.80

Taxation for previous year -8.06 19.05

profit available for appropriation 130.50 96.75

Dividend on Equity & Pref. Shares - - Transfer to General Reserve

OPERATIONS

The company has posted a satisfactory performance for the year under review. Income from operation of the company has increased from Rs.3904.06 Lacs to Rs. 4399.43 Lacs. EBIDTA has been increased from Rs.336.86 Lacs to Rs. 341.21 Lacs and Net profit after Tax has been increased from Rs.96.75 Lacs to Rs.130.50 Lacs in comparison to last year. Our earning per shares stand at Rs.8.70 and Book Value per Shares at Rs.121.46 (Based on equity shares) as on 31st March, 2015.

DIVIDEND

The Board of directors do not recommended to declare dividend during the year due to ploughing back the profit to be utilized in the setting up new modification cum expansion programs and general corporate purposes.

DEPOSITORY SYSTEM

As members are aware, the company's shares are compulsorily tradable in the electronic form. As on March 31, 2015 almost 78.11% of the Company's total paid-up capital representing 15,00,000 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

FIXED DEPOSITS

The Company has not invited deposits from public in accordance with the Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) .

DIRECTORS

Mr. Rakesh Kumar Somani (DIN No.: 00274613), Director of the company, would retire by rotation at the ensuing Annual General Meeting and he has shown his unwillingness to get reappointed. Accordingly at the conclusion of AGM he will cease to be a director.

Mr. Raj Kumar Somani, Mr. Ritesh Kumar Somani and Mr. Manish Kumar Somani has been appointed as Executive Director of the company w.e.f. 01.04.2015 subject to the approval of members in the ensuing Annual General Meeting to be held on 30.09.2015.

DETAILS OF COMMITTEE DIRECTORS

The Committee shall comprise of at least two non-executive directors. The Board may appoint the Chairperson of the Committee whether executive or non-executive as member of this committee.

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

AUDITORS

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 27th Annual General Meeting of the Company held on September 30, 2014, appointed M/s. B. Chordia & Co., Chartered Accountants, (ICAI registration no.: 121083W) as Statutory Auditors of the Company to hold the office until the conclusion of the next Annual General Meeting of the Company. Members are requested to re-appoint them at the Annual General Meeting.

b) Secretarial Auditors

M/s. Dhiren R. Dave, Practising Company Secretaries (CP No. 2496, Membership No. 4889) were appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31 March, 2015 is annexed herewith and forms part of the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed Dhiren R. Dave, Practising Company Secretaries, as secretarial auditors of the Company for the financial year 2015-16.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 (VIII) (D) of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the FY 2014-15 duly reviewed by Audit Committee and approved by Board forms part of this Report.

PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of managerial personnel) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures that the most appropriate people are recruited in to the organization.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure forming part of the Annual Report.

INTERNAL CONTROL SYSTEM

Your Company has a well established Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Internal Auditor certifies on the assurance of adequacy of Internal Control System on quarterly basis which are regularly reviewed by the Audit Committee. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. The company's risk management policy stems from a philosophy of pursuing sustainable growth and creating economic value while calibrating and mitigating risks. The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company.. The focus shifts from one area to another area depending upon the prevailing situation. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company by independent firms of Chartered Accountants and approved by the Board. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.

INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTY

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Such transactions form part of the notes to the financial statements provided in this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms integral part of this Annual Report.

i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance.

ii) Pursuant to Clause 49 of the listing agreement with Stock-Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement as stipulated under Clause 49 of the Listing agreement forms integral part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

WHISTLE BLOWER MECHANISM

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Nomination & Remuneration Policy

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals.

a) Ability to contribute and monitor our corporate governance practices.

b) Ability to contribute by introducing international practices to address top-management issues.

c) Active participation in long-term strategic planning.

d) Commitment to the fulfilment of a director's obligations and fiduciary responsibilities.

KEY MANAGERIAL PERSON

Mr. Raj Kumar Somani who is Managing Director (Executive), Mr. Manish Kumar Somani , the Executive Director and Chief Financial Officer who have been appointed before commencement of the Companies Act, 2013 are the Key Managerial Personnel of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

On behalf of the Board of Directors

Sd/- Place : Surat Mahesh Kumar Somani

Dated : 14.08.2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

OPERATIONS

Particulars Amount (in Rs.)

Sales/ Income 390405874.00

Other Income 3357837.00

Expenditure 379643155.00

Profit(loss) before tax 14120556.00

Profit(loss) after tax 9674539.00

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Directors liable to retire by rotation and being eligible offer themselves for appointment.

DIRECTORS'' RESPONSIBILITY STATMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITOR

M/s.B.CHORDIA & CO., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Conservation of Energy and Technology absorption:

Power & Fuel Expenses Rs. 4,11,11,198/-

Gas Consumption Rs. 3,97,85,720/-

Foreign exchange earnings or outgo during the year: Rs. NIL/-

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors

MAHESHKUMAR SITARAM SOMANI CHAIRMAN

DATE : 30/05/2014 PLACE : Surat


Mar 31, 2011

The Directors have pleasure in presenting the Annual Report and the audited accounts for the financial year ended 31st March, 2011.

OPERATIONS

Particulars Amount (in Rs .)

Sales/ Income 305791315 .00

Other Income 1813382.00

Expenditure 290120769.00

Profit (loss) before tax 17483928.00

Profit(loss) after tax 12309181.00

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Directors liable to retire by rotation and being eligible offer themselves for appointment.

DIRECTORS' RESPONSIBILITY STATMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITOR

M/s. RRA & CO., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors.

MAHESHKUMAR SITARAM SOMANI

CHAIRMAN

DATE : 02/09/2011

PLACE : Surat


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and the audited accounts for the financial year ended 31st March, 2010.

OPERATIONS

Sales/Income Rs. 206,395,264

Other Income Rs. 3,977,125

Expenditure Rs. 202,918,579

Profit/(loss) Rs. 7,453,810

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Directors liable to retire by rotation and being eligible offer themselves for reapointment.

DIRECTORS RESPONSIBILITY STATMENT

Pursuant to the requirement under Section 217(2AA) of the companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

(ii) that the directors had selected such accounting policies and applied them cosistantly and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. RRA & CO., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2a) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Particulars required to be furnished in this report under section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption and foreign exchange earnings or outgo during the year are not applicable for the year under review, and hence not furnished.

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors. Chairman.

CHIARMAN

DATE: 30/08/2010

PLACE:Surat


Mar 31, 2009

The Directors have pleasure in presenting the Annual Report and the audited accounts for the financial year ended 31st March, 2009.

OPERATIONS

Sales Rs. 181,119,534

Other income Rs. 1,659,974

Expenditure Rs. 175,374,155

Profit/(Loss) Rs. 7,405,353



FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Shri Mahesh Somani retires by rotation and being eligible offer himself for reapointment.

DIRECTORS RESPONSIBILITY STATMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

(ii) that the directors had selected such accounting policies and applied them cosistantly and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. RRA & Co., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint , them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of

PAGE NO 2

Companies (Particulars of Employees) Rules, 1975 read with section 217(2a) of the companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Power and Fuel Rs. 10,219,507

Gas consumption Rs. 32,789,812

No foreign exchange earnings and outgoings.

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors.

Chairman.

DSAD

DATE :01/09/2009 PLACE :surat

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