Directors Report of Bhartiya International Ltd.
Mar 31, 2018
The Directors have pleasure in presenting the 31st Annual Report and the Audited Financial Statements of the Company for the financial Year Ended 31st March, 2018.
FINANCIAL RESULTS
The consolidated and standalone financial results of the Company for the financial Year Ended 31st March, 2018 are as follows:
(Rs. in Lacs)
|
Particulars |
Consolidated |
Standalone |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Net Sales/ Income from Operations |
71,051.66 |
64,194.24 |
51,825.97 |
47,254.75 |
|
Other Income |
725.54 |
618.56 |
526.12 |
571.14 |
|
Total Income |
71,777.20 |
64,812.80 |
52,352.09 |
47,825.89 |
|
Profit before Interest, Tax & Depreciation |
5,408.24 |
4,659.23 |
4,392.53 |
3,734.13 |
|
Finance Cost |
1,956.06 |
1,390.45 |
1,722.71 |
1,341.74 |
|
Profit before Tax & Depreciation |
3,452.18 |
3,268.78 |
2,669.82 |
2,392.39 |
|
Depreciation |
748.27 |
601.53 |
628.79 |
459.09 |
|
Profit Before Tax |
2,703.90 |
2,667.25 |
2,041.03 |
1,933.31 |
|
Tax Expenses |
842.61 |
808.95 |
727.94 |
685.21 |
|
Net Profit after Tax |
1,861.30 |
1,858.30 |
1,313.09 |
1,248.10 |
|
Share of Net Profit/(Loss) of Associates |
(118.07) |
(58.54) |
- |
- |
|
Net Profit |
1,743.23 |
1,799.76 |
1,313.09 |
1,248.10 |
|
Other Comprehensive Income |
3.39 |
(6.11) |
5.70 |
(8.30) |
|
Total Comprehensive Income for the Year |
1,746.62 |
1,793.65 |
1,318.79 |
1,239.80 |
|
Paid up Equity Share Capital |
1,218.13 |
1,174.09 |
1,218.13 |
1,174.09 |
|
Reserve (Excl. Revaluation Reserve) |
36,272.00 |
25,579.31 |
24,211.22 |
22,624.34 |
|
Earning per Share (Basic) Rs. |
14.42 |
15.33 |
10.87 |
10.65 |
|
Earning per Share (Diluted) Rs. |
14.28 |
14.98 |
10.76 |
10.58 |
|
Dividend |
12% |
12% |
12% |
12% |
PERFORMANCE REVIEW
On Consolidated basis, during the year under review, the Company achieved a turnover of Rs. 71051.66 Lacs as against Rs. 64194.24 Lacs in the previous year showing an increase of 10.68%. The Net Profit after taxes minority interest and share of profit/(loss) of associates was reported at Rs. 1743.23 Lacs as against Rs. 1799.76 Lacs in the previous year.
On Standalone basis, during the year under review, the Company achieved a turnover of Rs. 51825.97 Lacs as against Rs. 47254.75 Lacs in the previous year showing an increase of 9.67% The Net Profit after taxes also increased to Rs. 1313.09 Lacs as compared to Rs. 1248.11 Lacs in the previous year showing an increase of 5.20%.
DIVIDEND
Your Directors have recommended a Dividend of Rs.1.20/- per paid-up equity share of Rs. 10/- each (i.e. @ 12%) for the Financial Year Ended 31st March, 2018. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. Together with the Dividend Distribution Tax, the total outflow on account of dividend will be approximately Rs. 1.76 Crore.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Since, the Company is currently not falling under the above category, the requirement of adopting the Policy is currently not applicable to the Company.
RESERVES
During the period under review an amount of Rs. 2 Crore has been transferred to Reserves of the Company.
SHARE CAPITAL
During the year under review, the following changes had taken place in the Paid-up Equity Share Capital of the Company:
|
Dates |
Description |
No. of Shares of Face Value of Rs.10/- each |
Total Value of Shares in Rs. |
|
1st April, 2017 |
Share Capital at the beginning of the year |
11740945 |
11,74,09,450 |
|
Add |
|||
|
14th April, 2017 |
Equity shares allotted pursuant to conversion of Warrants |
400000 |
40,00,000 |
|
3rd May, 2017 |
Equity Shares allotted pursuant to ESOP scheme |
681 |
6,810 |
|
4th September, 2017 |
Equity Shares allotted pursuant to ESOP scheme |
4892 |
48,920 |
|
8th January, 2018 |
Equity Shares allotted pursuant to ESOP scheme |
15271 |
1,52,710 |
|
12th March, 2018 |
Equity Shares allotted pursuant to ESOP scheme |
11849 |
1,18,490 |
|
31st March, 2018 |
Equity Shares allotted pursuant to ESOP scheme |
7616 |
76,160 |
|
31st March, 2018 |
Share Capital at the end of the year |
12181254 |
12,18,12,540 |
As on 31st March, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
EMPLOYEES STOCK OPTION PLAN
During the year under review, the Company has granted 30,000 stock options to eligible employees of the Company based on their performance under the Employee Stock Option Plan 2013.
During the year under review, the Company has allotted 40309 equity shares of Rs. 10/- each on exercise of vested options by certain employees of the Company and its subsidiaries.
The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employeesâ Stock Option Scheme of the Company in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (âthe SEBI Guidelinesâ) read with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
The Company has received a certificate from the Statutory Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The certificate would be placed at the Annual General Meeting for inspection by members.
Statement Pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 as at 31st March, 2018, is set out in Annexure A to this Report.
FINANCIAL STATEMENTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the Year Ended on 31st March, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the Year Ended 31st March, 2018.
DETAILS AND PERFORMANCE OF SUBSIDIARY COMPANIES
Domestic Subsidiaries Bhartiya Global Marketing Ltd.
It is a Global Marketing Company engaged in export of textile and leather garments. The total revenues of the Company was Rs. 2,831,670/- and the net loss was Rs. 1,300,451/- during the financial year 2017-18.
J&J Leather Enterprises Ltd.
This Company is a tannery to support our leather garments and accessories business through conversion of wet blue leather into finished leather. The total revenues of the Company was Rs.138,689,406/- and the net profit was Rs. 2,398,917/during the financial year 2017-18.
Bhartiya International SEZ Ltd.
The Company is incorporated to develop sector specific Special Economic Zone (SEZ) of Leather & Leather Products. It is a joint venture between Bhartiya International Ltd. and Andhra Pradesh Industrial Infrastructure Corporation. The total revenues of the Company was Rs. 3,690,476/- and the net loss was Rs. 3,1 1 1,387/- during the financial year 2017-18.
Bhartiya Fashion Retail Ltd.
The Company had registered a profit of Rs. 754,681/- for the financial year 2017-18.
Bhartiya Urban Infrastructure Ltd.
The Company had registered a loss of Rs. 9,488/- for the financial year 2017-18.
Overseas Subsidiaries Ultima S.A. Switzerland
The Company is engaged in marketing and selling of outwears including leather garments, accessories and textile products in Europe. The total revenues of the Company was CHF 26,840,206.87 and the net profit was CHF 709,095.28 during the financial year 2017-18.
World Fashion Trade Ltd., Mauritius
This company is engaged in sourcing of outerwear (including leather, PU Garments, fashion accessories) and textile product from China, India and Bangladesh for marketing and selling in Europe and US markets. The total revenues of the Company was HK$ 14,129,495 and the Company has registered a net profit of HK$ 310,332 for the period ended 31st March, 2018.
Ultima Italia SRL, Italy
This company markets all fashion products including fur and leather garments in Italian market. The total revenues of the Company was Euro 2,184,835 and the net profit was Euro 15,005 during the financial year 2017-18.
Design Industry Ltd., Hongkong
This company is engaged in sourcing of outerwear (including leather, PU Garments, fashion accessories) and textile product from China and India for marketing and selling in Europe. The total revenues of the Company was HK$ 97,366,751 and the net profit was HK$ 368,979.
Design Industry China Ltd., China
This company is engaged in marketing and selling of outerwear (including leather, PU Garments, fashion accessories) from China for marketing and selling in China. The total revenue of the Company was RMB Yuan 4,060,675.30 and the net loss was RMB Yuan 504,675.67.
New Subsidiary/Associate Company incorporated /dissolved during the year
During the year under review, Bhartiya Urban Infrastructure & Land Development Co. Pvt. Ltd. an Associate Company of Bhartiya International Ltd. has merged with Bhartiya City Developers Pvt. Ltd. and ceased to exist.
Accordingly, Bhartiya City Developers Pvt. Ltd. has become an Associate Company of Bhartiya International Ltd..
Bhartiya City Developers Pvt. Ltd. is having two wholly owned subsidiaries, namely: Milestone Buildcon Pvt. Ltd. and Bhartiya Developers Consortium Pvt. Ltd..
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.
CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companyâs Auditors confirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, forms an integral part of this Report. The same is provided herewith as Annexure B.
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The Companyâs securities are listed at the following Stock Exchanges in India: -
1. BSE Ltd.
2. The National Stock Exchange of India Ltd.
The Annual Listing fee for the Financial Year 2018-2019 has already been paid to both the above Stock Exchanges. DIRECTORS
Mr. Sanjay Baweja (DIN: 00232126) Independent Director of the Company stepped down from the said position with effect from 3rd October, 2017, on account of his taking new position on employment basis within the Group. The Board places on record its appreciation for contribution made by him during his tenure as Independent Director of the Company.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ramesh Bhatia (DIN: 00052320) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment and the matter is being placed for the approval of members at the ensuing Annual General Meeting of the Company.
Mr. Ashok Kumar Gadhok (DIN: 01254410), Whole-Time Director of the Company resigned from the Board of the Company with effect from 16th April, 2018, on account of his age, seniority and increasing personal engagements, after having served the Group for almost two decades. Your directors would like to place on record their sincere gratitude for the enormous contribution made by Mr. Ashok Kumar Gadhok as the Whole-Time Director of the Company. The Company and the Board benefitted immensely from Mr. Gadhokâs vast experience, knowledge and insights.
Further, the tenure of Ms. Jaspal Sethi (DIN: 01689695) as Whole-Time Director concluded on 31st July, 2018. Due to her other important commitments, she has conveyed her inability to continue as a Director. The Company and the Board benefitted immensely from Ms. Jaspal Sethiâs vast experience, knowledge and insights and your Board places on record their sincere gratitude for the enormous contribution made by her during her service.
The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Robert Burton Moore Jr. (DIN: 08108097) as an Additional Director on 16th April, 2018 to hold office as Non-Executive Director of the Company, subject to approval of members of the Company. He would be liable to retire by rotation.
In addition, based on the recommendation of Nomination and Remuneration Committee, Mr. Manoj Khattar (DIN:00694981) was appointed as Additional Director to function in the capacity of Whole-Time Director and Chief Financial Officer (CFO) of the Company with effect from 13th August, 2018, subject to approval of members in the ensuing Annual General Meeting. Appropriate resolutions seeking his appointment as Whole-Time Director along with the terms and conditions forms part of AGM Notice.
The Company has received notice in writing from member under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. Robert Burton Moore Jr. and Mr. Manoj Khattar as Director and Whole-Time Director, respectively. Mr. Manoj Khattar will hold the position of CFO(KMP) of the Company alongside the position of Whole-Time Director.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Appropriate Resolutions seeking your approval for re-appointment of Mr. Ramesh Bhatia as Director, appointment of Mr. Manoj Khattar as Whole-Time Director and Mr. Robert Burton Moore Jr. as Non-Executive Director is included in the Notice.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
|
Sl. No. |
Name of the person |
Designation |
|
1 |
Mr. Snehdeep Aggarwal |
Managing Director |
|
2 |
Mr. Manoj Khattar |
Additional Director & Chief Financial Officer |
|
3 |
Ms. Shilpa Budhia |
Company Secretary |
COMMITTEES
The Board of Directors has the following mandatory Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
The details of the composition of Committees, terms of reference and numbers of Meetings held during the Financial Year 2017-18 is provided in the Corporate Governance Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Managing Director, Whole-Time Directors and the other Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2017-18, five Board Meetings of the Company were held. The details of the Meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company (www.bhartiyafashion.com).
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down the criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review were on armâs length basis and in ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in the form AOC-2 is not required. Further, there are no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the Notes to the Financial Statements.
All related party transactions are placed before the Audit Committee as also to the Board for approval.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature with Related Parties. A statement giving details of all the related party transactions are placed before the Audit Committee and Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web link of the same is www.bhartiyafashion.com. Mr. Robert Burton Moore Jr. is obtaining professional fees for holding office or place of profit in the Company. None of the other Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual accounts for the financial Year Ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 as at 31st March, 2018 and of the profit of the company for the Year Ended on that date;
(c) 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;
(d) that the annual accounts have been prepared on a going concern basis; and
(e) that 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; and
(f) that 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.
STATUTORY AUDIT
At the last Annual General Meeting (AGM) held on 27th September, 2017, M/s. K A S G & Co., Chartered Accountants (Firm Registration No. 002228C) were appointed as the Statutory Auditors of the Company for an initial term of 5 years. The Ministry of Corporate Affairs vide notification No. S.O. 1833(E) dated 7th May, 2018, has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of Statutory Auditors at the 31st Annual General Meeting.
The Report given by M/s. K A S G &Co., Chartered Accountants, Statutory Auditors on the financial statement of the Company for the year 2017-18 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
COST AUDIT AND MAINTANANCE OF COST RECORD
As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial year 2018-19.
Further, maintanance of cost record as specified by the Central Government, under sub-section-1 of Section 148 of the Companies Act, 2013 is not required.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed Mr. Ravi Sharma., Practicing Company Secretary, FCS NO. 4468, C. P. NO. 3666 from M/s. RSM & Co. to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure C and forms an integral part of this report.
There is no secretarial audit qualification for the year under review.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported correctly. Such internal controls are supplemented by an extensive programme of internal audits, review by management and documented policies, guidelines and procedures. These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companyâs assets. The internal auditors present their report to the Audit Committee of the Board.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
RISK MANAGEMENT
The Company has adequate risk management process to identify and notify the board of directors about the risks or opportunities that could have an adverse impact on the Companyâs operations or that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities The Companyâs approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Bhartiya Internationalâs exposure to foreign currency risk is restricted to its imports and exports. These risks are minimized through well-thought-out financial operations, astute treasury management and effective use of hedge options.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of its initiative under the âCorporate Social Responsibilityâ (CSR) drive, the Company has undertaken projects in the field of education by mainly providing scholarship to the students and extending donations/fund towards construction of school.
These projects are in accordance with the Schedule VII of the Companies Act, 2013 and the Companyâs CSR Policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure D forming part of this report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the work place with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees. Further, the Company has complied with provision relating to the constitution of Internal Complaint Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 (14 of 2013).
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provision of Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the Year Ended 31st March, 2018 on the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo is given in the Annexure E forming part of this report.
HUMAN RESOURCES
Human Resources in the organization is working round the clock to support the business to excel in terms of acquiring best talent and bringing the best practices to develop the existing talent. As it is said that empowered and energized workforce results into superior business performance, so has been witnessed in Bhartiya business too.
Since technology is the utmost need to support the peopleâs need, the HR team innovates their portal from time-to-time to keep abreast with the changing technology and making lives easy. There has been constant changes and efforts to advance the technology piece and link it with people practices.
Overall the HR team is constantly working to develop the leadership and assist people in developing themselves to face the ever challenging and volatile business environment.
PARTICULARS OF EMPLOYEES
During the financial year 2017-18, the Company had 324 employees.
In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this report.
Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during business hours on working days upto the date of ensuing Annual General Meeting. Any member interested in obtaining such information May, write to the Company Secretary and the same will be furnished on request. The Annual Report including the aforesaid information is also available on the Companyâs website.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.
TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, 41620 Equity shares of face value of Rs. 10/- each of 352 Shareholders of the Company, have been transferred/ credited to the Demat account of Investor Education and Protection Fund Authority (IEPF Authority) in accordance with Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, whose dividend has not been encashed on such shares, since last seven consecutive years. The details thereof are available under âInvestor Sectionâ on the Website of the Company viz. www.bhartiyafashion.com. Any person whose shares and/or unclaimed dividend has been transferred to the IEPF Authority May, claim the shares and/or apply for refund in respect of unclaimed dividend, as the case May, be, under the provisions of the Companies Act, 2013 and rules made thereunder.
DEMAT SUSPENSE ACCOUNT FOR UNCLAIMED SHARES
There are no unclaimed shares of the Company.
PUBLIC DEPOSIT
The Company has neither invited/ nor accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required under Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is not applicable to your Company for the financial year ending 31st March, 2018.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes occurred in between the financial Year Ended on 31st March, 2018 and date of the report of the Company which affects the financial position of the Company.
ACKNOWLEDGEMENTS
Your Directors are highly grateful for all the help, guidance and support received from the valued customers, suppliers, vendors, other business associates, various government and local authorities as well as the various Banks.
The Board places on record its appreciation for the devoted and dedicated services rendered by all the employees in taking the Company forward.
For and on behalf of the Board
Snehdeep Aggarwal Sandeep Seth
Gurugram, 13th August, 2018 Managing Director Director
DIN:00928080 DIN:01408624
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 28th Annual Report and
the Audited Financial Statements of the Company for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS
The financial results of the Company for the financial year ended
31st March, 2015 are as follows:
(Rs. in Lacs)
Sl. Particulars 2014-2015 2013-2014
No.
1. Net Sales /Income from
Operations 42394.78 31869.57
2. Other Income 265.09 225.17
3. Total Expenditure 40528.64 30698.24
4. Interest 1385.48 1004.92
5. Gross Profit after Interest 2517.49 1649.89
but before Depreciation
& Tax Items
6. Depreciation 386.25 253.40
7. Profit before Tax 2131.24 1396.50
8. Tax Expense 724.48 456.34
9. Net Profit after Tax 1406.76 863.85
10. Paid up Equity Share Capital 1121.38 1106.38
11. Reserves (Excluding 14935.59 13559.04
Revaluation Reserves)
12. Earning Per Share (Basic) Rs. 12.61 7.81
13. Earning Per Share (Diluted) Rs. 12.39 7.77
14. Dividend 10% 10%
PERFORMANCE REVIEW
During the year under review Company achieved a turnover of Rs.
42394.78 Lacs as against Rs. 31869.57 Lacs in the previous year showing
an increase of 33.03%. The Net Profit after tax also increased to Rs.
1406.76 as compared to Rs. 863.85 Lacs in the previous year showing an
increase of 62.85%.
DIVIDEND
Your Directors have recommended a Dividend of Re.1.00/- per paid-up
equity share of Rs. 10/- each (i.e. @ 10%) for the Financial Year ended
31st March, 2015. The dividend payout is subject to approval of members
at the ensuing Annual General Meeting.
RESERVES
During the period under review an amount of rupees two crores has been
transferred to Reserves of the Company.
EMPLOYEES STOCK OPTION PLAN
The Nomination and Remuneration Committee (erstwhile Remuneration and
Compensation Committee) of the Board of Directors of the Company, inter
alia, administers and monitors the Employees' Stock Option Scheme of
the Company in accordance with the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 ('the SEBI Guidelines').
The issuance of equity shares pursuant to exercise of options does not
affect the Statement of Profit and Loss of the Company, as the exercise
is made at the market price prevailing as on the date of the grant plus
taxes as applicable.
The Company has received a certificate from the Auditors of the Company
that the Scheme has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
certificate would be placed at the Annual General Meeting for
inspection by members.
Disclosures as required under clause 12 of the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 (the 'SEBI Guidelines') as at 31st
March, 2015, are set out in Annexure A to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements of the Clause-32 of the Listing
agreement with the Stock Exchanges and AS-21, AS-23 and AS-27 presented
by ICAI, the Consolidated Financial Statements of the Company and its
subsidiaries are annexed and forms part of this Annual Report.
DETAILS AND PERFORMACE OF SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Bhartiya Global Marketing Ltd.
It is a global marketing company engaged in export of textile and
leather garments. The total revenues of the Company was Rs. 84,27,272/-
and the net loss was Rs. 24,74,758/- during the financial year 2014-15.
J&J Leather Enterprises Ltd.
This company is a tannery to support our leather garments and
accessories business through conversion of wet blue leather into
finished leather. The total revenues of the Company was Rs.
10,79,58,663/- and the net profit after tax was Rs. 34,458/- during the
financial year 2014-15.
Bhartiya International SEZ Ltd.
To develop sector specific Special Economic Zone (SEZ) of Leather &
Leather Products( It is a joint venture between Bhartiya International
Ltd. and Andhra Pradesh Industrial Infrastructure Corporation). The
total revenues of the Company was Rs. 3,31,57,388/- and the net profit
after tax was Rs. 1,28,96,820/- during the financial year 2014-15.
Bhartiya Fashion Retail Ltd.
The Company had registered a loss of Rs. 25,486/- for the financial
year 2014-15.
Ultima S.A. Switzerland
The Company is engaged in marketing and selling of outwears including
leather garments and accessories in Europe. The total revenues of the
Company was CHF 1,66,71,012 and the net profit was CHF 7,45,258 during
the financial year 2014-15.
World Fashion Trade Ltd., Mauritius
This Company is engaged in sourcing of outerwear (including leather, PU
Garments, Fashion Accessories) and textile product from China, India
and Bangladesh for marketing and selling in European and US markets.
The Total revenue of the Company was HK$ 4,54,49,136 and the net profit
was HK$ 5,15,851 for calander year 2014.
Ultima Italia SRL, Italy
The Company markets all fashion products including Fur and Leather
garments in Italian market through its design and development centre in
Italy. The total revenue of the Company was Euro 21,11,443 and the net
profit for the financial year 2014-15 was Euro 1 1,329.
BIL Group LLC, USA
This Company operates as a wholesale importer and distributor of
leather & textile outwears in US market. The net losses was HK$ 3,257
for the calander year 2014.
New Subsidiary/Associate Company
During the year under review, your company had acquired one company
named Design Industry Limited, Hong Kong through its wholly owned
subsidiary Ultima S.A.
Design Industry Ltd.
This Company is engaged in sourcing of outerwear (including leather, PU
Garments, fashion accessories) and textile product from China and India
for marketing and selling in Europe. The total revenue of the Company
was HK$ 2,18,02,838 and the net profit was HK$ 4,14,059.
Further the statement containing the salient feature of the financial
statement of a Company's subsidiaries and Associate companies as
required under first proviso to Sub section (3) of Section 129 of the
Companies Act, 2013 is annexed to the annual report at the end.
CORPORATE GOVERNANCE
As required by Clause-49 of Listing Agreement a Report on Corporate
Governance along with a Certificate of Corporate Governance from the
Auditors is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report forms part of this Annual
Report.
LISTING AGREEMENT
The Company's securities are listed at the following Stock Exchanges in
India: -
1. BSE Ltd.
2. The National Stock Exchange of India Ltd.
The Annual Listing fee for the Financial Year 2015-2016 has already
been paid to both the above Stock Exchanges.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the Annual Return in form MGT-9, as
required under Section 92 of the Companies Act, 2013, forms an integral
part of this Report. The same is provided herewith as Annexure B.
DIRECTORS
The Board of Directors had on the recommendation of Nomination and
Remuneration Committee appointed Mrs. Annapurna Dixit as Additional
Non-Executive Director on September 18, 2014. It is proposed to appoint
Mrs. Annapurna Dixit as Independent Director in terms of Section 149
and other applicable provisions of the Companies Act, 2013, for a
period until the conclusion of the 31st Annual General Meeting of the
Company to be held in the calander year 2018.
Due notice under Section 160 of the Act has been received from Member
of the Company proposing the appointment of Mrs. Annapurna Dixit as an
Independent Director of the Company at this Annual General Meeting.
The Company has received declaration from Mrs. Annapurna Dixit
confirming that she meets with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies
Act, 2013 and under Clause 49 of the Listing Agreement with the Stock
Exchanges.
The Company has further received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Ms. Jaspal Sethi,
Director retires by rotation at the ensuing Annual General Meeting and
being eligible offers herself for re-appointment.
During the year under review, Mr. V K. Chopra resigned as a Director of
the Company with effect from June 19, 2014, since the revised Clause 49
of the Listing Agreement places restrictions on the directorships that
an individual can serve as Independent Director in Listed Companies.
The Board has placed on record its appreciation for the services
rendered by Mr. V. K. Chopra during his tenure as a Director.
The details of Directors being recommended for
appointment/re-appointment as required in clause 49 of the Listing
Agreement are contained in the accompanying Notice convening the
ensuing Annual General Meeting of the Company.
Appropriate Resolution(s) seeking your approval to the
appointment/re-appointment of Directors are also included in the
Notice.
KEY MANAGERIAL PERSONNEL
During the year under review, the Company has appointed following
persons as Key Managerial Personnel:
Sl.No. Name of the person Designation
1 Mr. Snehdeep Aggarwal Managing Director
2 Mr. Manoj Khattar Chief Financial Officer
3 Ms. Shilpa Budhia Company Secretary
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a structured questionnaire was prepared in the
terms of the Board Evaluation Policy. The questionnaire was prepared
after taking into consideration of the various aspects of the Board's
functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and
governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Managing Director and Non-Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2014-15, six Board Meetings of the Company
were held. The details of the Meetings of the Board held during the
Financial Year 2014-15 forms part of the Corporate Governance report.
COMMITTEES
The details of the composition of Committees, terms of reference and
numbers of Meetings held during the financial year 2014-15 is provided
in the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTESS OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or
grievances. The Whistle Blower Policy has been posted on the website of
the Company (www.bhartiyafashion.com).
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company. This policy also lays down the
criteria for selection and appointment of Board members. The details of
this policy are explained in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties for the year under review
were on arm's length basis and in ordinary course of business and that
the provisions of Section 188 of the Companies Act, 2013 are not
attracted. Thus disclosure in the form AOC-2 is not required. Further,
there are no material related party transactions during the year under
review with Promoters, Directors or Key Managerial Personnel.
A statement giving details of all the related party transactions are
placed before the Audit Committee and Board for review and approval on
a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company. The web link
of the same is www.bhartiyafashion.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders by the Regulators/Courts
that would impact the going concern status of the Company and its
future operations.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained, your Directors make the following statement
in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the annual accounts for the financial
year ended March 31,2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) 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 as at March 31, 2015 and of the profit of the
company for the year ended on that date;
(c) 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;
(d) that the annual accounts have been prepared on a going concern
basis;
(e) that 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; and
(f) that 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.
STATUTORY AUDIT
M/s. Sushil Poddar & Co., Chartered Accountants, (Firm registration No:
014969N) who are the Statutory Auditors of the Company hold office up
to the 30th Annual General Meeting. Your directors have recommended
their ratification in the ensuing Annual General Meeting.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
COST AUDIT
For the financial year ended 31st March, 2015 the Company will file the
Compliance Report within the due period.
As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit
is not applicable for the Company for the financial year 2015-16.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company had appointed Mr. Ravichandran
K., Practicing Company Secretary (CP No. 3207) to undertake the
Secretarial Audit of the Company for the financial year 2014-15. The
Secretarial Audit Report is included as Annexure C and forms an
integral part of this report.
There is no secretarial audit qualification for the year under review.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has robust system of internal control to provide the
reasonable assurance that all information used within the business and
for external reporting is adequate.
The Company has in house internal audit function manned by experienced
Chartered Accountant reporting into Audit Committee. Pursuant to the
provisions of Section 138 of the Companies Act, 2013 the internal audit
function is entrusted to our in-house audit team. Risk based internal
audits as per audit charter approved by audit committee have been
conducted during the year with an objective to ensure the:
* accuracy of financial reporting,
* operating effectiveness,
* safeguarding of Company's assets,
* compliance to the applicable statutes and company policies and
procedures
The audit report has been submitted to Audit Committee for
consideration. Further, to ensure the completeness the Risk and Control
Matrix is maintained for the process audited. With the endeavor to
strengthen the internal control mechanism and, accuracy of reporting
Company is implementing a ERP specific to the fashion industry.
RISK MANAGEMENT
The Company has formed Risk Management Committe which identifies,
assesses and manages risk at strategic, operational and compliance
levels, across business units functions and geographics. The board of
directors are informed about the risks or opportunities that could have
an adverse impact on the Company's operations or to that could be
exploited to maximize the gains. The processes and procedures are in
place to act in a time bound manner to manage the risks or
opportunities. The risk management process is reviewed and evaluated by
the board of directors. Bhartiya International's exposure to foreign
currency risk is restricted to its imports and exports. These risks are
minimized through well-thought-out financial operations, astute
treasury management and effective use of hedge options.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As a part of its initiative under the "Corporate Social Responsibility"
CSR drive, the Company has undertaken projects in the area of rural
development and promoting health care and sanitation. These projects
are in accordance with the Schedule VII of the Companies Act, 2013 and
the Company's CSR Policy. The report on CSR activities as required
under Companies (Corporate Social responsibility Policy) Rules, 2014 is
set out as Annexure - D forming part of this report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in
such a manner so as to ensure safety of all concerned, compliances
environmental regulations and preservation of natural resources.
The Company has even devised a Policy on Prevention of Sexual
Harassment at workplace with a mechanism of lodging complaints. During
the year under review, no complaints were reported to the Board.
HUMAN RESOURCES
Bhartiya's belief in nurturing talent has engrossed in the DNA of the
organization so much so that; most of the key initiative taken by us in
the last year has revolved around talent and their development. Last
year saw the advent of many policies which have a direct impact on the
functioning of an organization and that of an individual like Code of
Conduct and Prevention of Sexual Harassment policy .
Bhartiya has maintained their philosophy of continuous improvement in
acquiring talent, retaining talent and providing a job enriching
experience to each individual. Our belief in nurturing fresh talent led
us to conceptualize a program to groom the youngsters of today into the
leaders of tomorrow. We named this program as the "Budding Leaders".
These Budding Leaders brings the fresh thought process and gives a new
perspective to look at things at the strategic and operational levels
which increases the competitiveness amongst people.
With the expansion in business, we worked out various strategies to
acquire the best class of talent, which will help us in building the
organization of future.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 134(3)(e) of
the Companies Act, 2013, read with Rule 8(3), the Companies (Accounts)
Rules 2014 for the year ended 31st March 2015 regarding Conservation of
Energy, Technology Absorption and Foreign Exchange Earnings and outgo
is given in the Annexure (E) forming part of this report.
PARTICULARS OF EMPLOYEES:
4 persons employed throughout the year, were in receipt of remuneration
of Rs. 60 lac per annum or more amounting to Rs. 3.40 crore and none of
the employees employed for the part of the financial year 2015 were in
receipt of Rs. 5 lac per month or more.
During the financial year 2014-15, the Company had 246 employees.
The information required under Section 197(12) of the Companies Act,
2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and forming part of the Director's Report for
the year ended 31st March, 2015 is given as a separate Annexure to this
Report.
The above Annexure is not being sent along with this report to the
Members of the Company in line with the provision of Section 136 of the
Companies Act, 2013. Members who wish to obtain these particulars may
write to the Company Secretary at the registered office of the Company.
The aforesaid Annexure is also available for inspection by Members at
the registered office of the Company, 21 days before the 28th Annual
General Meeting and upto the date of the ensuing Annual General Meeting
during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold(by himself or along
with his spouse and dependent children) more than two percent of the
equity shares of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from to
time to time on due dates, to the Investor Education and Protection
Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 8,
2014 (date of last Annual General Meeting) on the Ministry of Corporate
Affairs' website.
PUBLIC DEPOSIT
The Company has neither invited/ nor accepted any deposits during the
year within the meaning of Section 73 of the Companies Act, 2013, read
with Companies (Acceptance of Deposit) Rules, 2014.
BUSINESS RESPONSIBILITY REPORTING
The Business Responsibility Reporting as required by Clause 55 of the
Listing Agreement with the Stock Exchanges is not applicable to your
Company for the financial year ending March 31,2015.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes occurred in between the financial year
ended on 31st March, 2015 and date of the report of the company which
affects the financial position of the company.
ACKNOWLEDGEMENTS:
Your Directors are highly grateful for all the help, guidance and
support received from the valued customers, suppliers, vendors, other
business associates, various government and local authorities as well
as the various Banks.
The Board places on record its appreciation for the devoted and
dedicated services rendered by all the employees in taking the Company
forward.
For and on behalf of the Board
Snehdeep Aggarwal Ramesh Bhatia
New Delhi, 25th May, 2015 Managing Director Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 27th Annual Report and
the Audited Financial Statements of the Company for the financial year
ended March 31, 2014.
FINANCIAL RESULTS
The financial results of the Company for the financial year ended March
31, 2014 are as follows:
(Rs. in Lacs)
Sl.
No. Particulars 2013-2014 2012-2013
1. Net Sales /Income from Operations 31869.56 24730.46
2. Other Income 225.17 225.27
3. Total Expenditure 29439.93 22841.47
4. Interest 1004.91 690.07
5. Gross Profit after Interest but
before Depreciation & Tax Items 1649.89 1424.19
6. Depreciation 253.40 200.01
7. Profit before Tax 1396.50 1224.18
8. Tax Expense 456.34 394.61
9. Net Profit after Tax 863.85 829.57
10. Paid up Equity Share Capital 1106.38 1106.38
11. Reserves (Excluding Revaluation
Reserves) 13559.04 12822.93
12. Earning Per Share (Basic) Rs. 7.81 7.65
13. Earning Per Share (Diluted) Rs. 7.77 7.62
14. Dividend 10% 10%
PERFORMANCE REVIEW
During the year under review, Company achieved a turnover of
Rs.31869.56 Lacs as against Rs. 24730.46 Lacs in the previous year
showing an increase of 28.87%. The Net Profit after tax also increased
to Rs. 863.85 as compared to Rs. 829.57 Lacs in the previous year.
DIVIDEND
Your Directors have recommended a Dividend of Re.1.00/- per paid-up
equity share of Rs. 10/- each (i.e. @ 10%) for the Financial Year ended
31st March, 2014. The dividend payout is subject to approval of members
at the ensuing Annual General Meeting.
SHARE CAPITAL
During the year under review, there were no changes in the share
capital structure of the Company.
EMPLOYEES STOCK OPTION PLAN
The Nomination and Remuneration Committee (erstwhile Remuneration and
Compensation Committee) of the Board of Directors of the Company, inter
alia, administers and monitors the Employees'' Stock Option Scheme of
the Company in accordance with the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 (''the SEBI Guidelines'').
The Company has received a certificate from the Auditors of the Company
that the Scheme has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
certificate would be placed at the Annual General Meeting for
inspection by members.
Disclosures as required under clause 12 of the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 (the ''SEBI Guidelines'') as at March
31, 2014, are set out in Annexure A to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
i) in the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
ii) the Directors have 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 as at March 31, 2014 and of the profit of the Company
for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) the Directors have prepared the annual accounts of the Company on a
''going concern'' basis.
DIRECTORS
Mr. Snehdeep Aggarwal and Mr. A. K. Gadhok hold office as Managing
Director and Whole Time Director, till March 31, 2014 respectively. The
Board on the recommendation of the Remuneration and Compensation
Committee (now Nomination and Remuneration Committee) had re-appointed
them with effect from April 1, 2014 for a further period of 5 years.
Approval of Shareholders is being sought for their re-appointment and
remuneration.
Mr. Ramesh Bhatia, Mr. Sandeep Seth and Mr. Shashank retire by rotation
at the ensuing Annual General Meeting under the erstwhile applicable
provisions of section 255 and 256 of the Companies Act, 1956.
With the notification of section 149 of the Companies Act, 2013 and
other applicable provisions of the Act, Mr. Sandeep Seth and Mr.
Shashank being eligible and offering themselves for re-appointment, are
proposed to be appointed as Independent Directors in terms of section
149 and other applicable provisions of the Companies Act, 2013, to hold
office for 3 (three) consecutive years for a term upto the conclusion
of the 30th Annual General Meeting of the Company in the calandar year
2017.
Further, the Board of Directors of your Company is seeking appointment
of all other/remaining independent directors (who were appointed as
Directors pursuant to the provisions of Companies Act, 1956 with their
period of office liable to determination by retirement of directors by
rotation and were independent in terms of clause 49 of the Listing
Agreement) as independent directors in terms of section 149 and other
applicable provisions of the Companies Act, 2013, to hold office for 3
(three) consecutive years for a term upto the conclusion of the 30th
Annual General Meeting of the Company in the calandar year 2017.
Due notices under section 160 of the Act have been receivedfrom Members
of the Company proposing the appointment of all independent directors
of the Company at this Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
Further, in terms of Section 152 of the Companies Act, 2013, Mr. Ramesh
Bhatia, being eligible, has offered himself for being re-appointed as
Director.
The details of Directors being recommended for appointment/
re-appointment as required under clause 49 of the Listing Agreement are
contained in the accompanying Notice convening the ensuing Annual
General Meeting ofthe Company.
Appropriate Resolution(s) seeking your approval for the appointment/
re-appointment of Directors are also included in the Notice.
CORPORATE GOVERNANCE
As required under clause-49 of Listing Agreement a Report on Corporate
Governance along with a Certificate of Corporate Governance from the
Auditors is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report forms part of this Annual
Report.
SUBSIDIARY COMPANIES
As required under the provisions of Section 212 of the Companies Act,
1956, the Audited Accounts together with Directors'' Report and
Auditors'' Report of the Subsidiary Companies are appended and form part
of the Annual Report. The statement pursuant to Section 212 of the
Companies Act, 1956 is annexed to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements of the Clause-32 of the Listing
agreement with the Stock Exchanges and AS-21 presented by ICAI, the
Consolidated Financial Statements of the Company and its subsidiaries
are annexed and forms part of this Annual Report.
LISTING AGREEMENT
The Company''s securities are listed at the following Stock Exchanges in
India: -
1. BSE Limited
2. The National Stock Exchange of India Limited
The Annual Listing fee for the Financial Year 2014- 2015 has already
been paid to both the above Stock Exchanges.
PUBLIC DEPOSIT
The Company has neither invited/ nor accepted any deposits during the
year within the meaning of Section 58A of the Companies Act, 1956, read
with Companies (Acceptance of Deposit) Rules, 1975.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
AUDITORS AND AUDITORS'' REPORT
The Auditors of the Company, M/s. Sushil Poddar & Co., Chartered
Accountants hold office till the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
COST AUDITORS
For the financial year ended 31st March, 2014 the Company will file the
Compliance Report within the due period.
For the financial year 2014 -2015 the Board of Directors have
recommended M/s. Ajay Kumar Singh & Co. as Cost Auditors of the
Company. The remuneration of the Cost Auditor is subject to
ratification by the shareholders in the ensuing AGM.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo is given in the Annexure (B) forming part of this report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of the employees are set
out in the annexure (c) to the Directors'' Report. Having regard to the
provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to the members of the
Company. Any member interested in obtaining such particulars may write
to the Company Secretary of the Company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from to
time to time on due dates, to the Investor Education and Protection
Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 23,
2013 (date of last Annual General Meeting) on the Ministry of Corporate
Affairs'' website.
ACKNOWLEDGEMENTS:
The Board of Directors are highly grateful for all the help, guidance
and support received from the valued customers, suppliers , vendors,
other business associates, various government and local authorities as
well as the various Banks.
The Board places on record its appreciation for the devoted and
dedicated services rendered by all the employees in taking the Company
forward.
For and on behalf of the Board
Snehdeep Aggarwal Ramesh Bhatia
New Delhi,
27th May, 2014 Managing Director Director
Mar 31, 2013
The Directors have pleasure in presenting the 26th Annual Report and
the Audited Financial Statements of the Company for the financial year
ended 31st March, 2013.
FINANCIAL RESULTS
The financial results of the Company for the financial year ended March
31, 2013 are as follows:
(Rs. in Lacs)
Sl.
No. Particulars 2012-2013 2011-2012
1. Net Sales/Income from Operations 24730.46 20737.51
2. Other Income 225.27 232.35
3. Total Expenditure 22841.47 19109.03
4. Interest 690.07 556.03
5. Gross Profit after Interest but
before Depreciation & Tax Items 1424.19 1304.80
6. Depreciation 200.01 162.95
7. Profit before Tax 1224.18 1141.85
8. Tax Expense 394.61 404.94
9. Net Profit after Tax 829.57 736.91
10. Paid up Equity Share Capital 1106.38 1046.38
11. Reserves (Excluding
Revaluation Reserves) 12822.93 11829.77
12. Earning Per Share (Basic) Rs. 7.65 7.33
13. Earning Per Share (Diluted) Rs. 7.62 7.33
14. Dividend 10% 10%
PERFORMANCE REVIEW
During the year under review Company achieved a turnover of Rs.
24730.46 Lacs as against Rs. 20737.51 Lacs in the previous year showing
an increase of 19.25%. The Net Profit after tax also increased to Rs.
829.57 Lacs as compaired to Rs. 736.91 Lacs in the previous year.
DIVIDEND
Your Directors have recommended a Dividend of Rs.1.00/- per paid-up
equity share of Rs. 10/- each (i.e. @ 10% ) for the Financial Year
ended 31st March, 2013.
SHARE CAPITAL
During the year under review the Company allotted 6,00,000 Equity
Shares to warrant holders on exercising the right attached to the
warrants as a result paid-up Equity Share Capital of the Company has
increased to Rs.110638480/- EMPLOYEES STOCK OPTION PLAN
With the objective of motivating and retaining key talent in the
organization and fostering ownership, your Company has framed the
Employees Stock Option Plan 2012( ESOP-2012). No options were approved
for grant during the Financial Year 2012-2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently, and have 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 as at 31st March, 2013 and of the profit of the Company
for the financial year ended 31st March, 2013.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d. The annual accounts have been prepared on a "going concern" basis.
DIRECTORS
Ms. Jaspal Sethi , Whole- Time Director is re-appointed w.e.f. 1st
August, 2013 . Approval of Shareholders is being sought to the
re-appointment and remuneration payable to her.
Mr. V.K. Chopra, Additional Director holds office till the conclusion
of the ensuing Annual General Meeting. The Company has received notice
from the shareholder together with requisite deposit as required under
the provisions of section 257 of the Companies Act,1956 proposing his
candidature for the office of Director, liable to retire by rotation.
Mr. C. L. Handa, Mr. A. K. Gadhok and Mr. Nikhil Aggarwal retire by
rotation at the ensuing Annual General Meeting and are eligible for
re-appointment.
Details of all the Directors seeking re-appointment as required under
Clause 49 of the Listing Agreements entered into with the Stock
Exchanges are provided in the Corporate Governance Report forming part
of this Report
CORPORATE GOVERNANCE
As required by Clause-49 of Listing Agreement a Report on Corporate
Governance along with a Certificate of Corporate Governance from the
Auditors is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report forms part of this Annual
Report.
SUBSIDIARY COMPANIES
As required under the provisions of Section 212 of the Companies Act,
1956, the Audited Accounts together with Directors'' Report and
Auditors'' Report of the Subsidiary Companies are appended and form part
of the Annual Report. The statement pursuant to Section 212 of the
Companies Act, 1956 is annexed to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements of the Clause-32 of the Listing
agreement with the Stock Exchanges and AS-21 presented by ICAI, the
Consolidated Financial Statements of the Company and its subsidiaries
are annexed and forms part of this Annual Report.
LISTING AGREEMENT
The Company''s securities are listed at the following Stock Exchanges in
India: -
1. The Bombay Stock Exchange Ltd.
2. The National Stock Exchange of India Limited
The Annual Listing fee for the Financial Year 2013- 2014 has already
been paid to both the above Stock Exchanges.
PUBLIC DEPOSIT
The Company has neither invited/nor accepted any deposits during the
year within the meaning of Section 58A of the Companies Act, 1956, read
with Companies (Acceptance of Deposit) Rules, 1975.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
AUDITORS AND AUDITORS'' REPORT
The Auditors of the Company, M/s Sushil Poddar & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting, and being eligible offer themselves for reappointment. They
have furnished a certificate that their reappointment if made shall be
within the statutory limits specified in Section 224(1B) of the
Companies Act, 1956.
The Auditors observations in the Audit Report have been explained by
the Company in detail in Notes to the Financial Statements which forms
part of the Annual Report.
COST AUDITORS
For the financial year ended 31st March, 2012 the Compliance Report had
been filed by the due date with the Cost Audit Branch of the Ministry
of Corporate Affairs.
For the financial year 2013-2014 the Board of Directors have appointed
M/s Ajay Kumar Singh & Co. as Cost Auditors of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo is given in the annexure (A) forming part of this report.
PARTICULARS OF EMPLOYEES:
During the year no employee whether employed for the whole year or part
of the year, was drawing remuneration exceeding the limits as laid down
under Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, as amended.
ACKNOWLEDGEMENTS:
The Board of Directors are highly grateful for all the help, guidance
and support received from the valued customers, suppliers , vendors,
other business associates, various government and local authorities as
well as the various Banks.
The Board places on record its appreciation for the devoted and
dedicated services rendered by all the employees in taking the Company
forward.
For and on behalf of the Board
Snehdeep Aggarwal Ramesh Bhatia
New Delhi, 29th May, 2013 (Managing Director) (Director)
Mar 31, 2012
The Directors have pleasure in presenting the 25th Annual Report and
the Audited Financial Statements of the Company for the financial year
ended 31st March, 2012.
FINANCIAL RESULTS
The financial results of the Company for the financial year ended 31st
March, 2012 are as follows:
(Rs. in Lacs)
Sl.
No. Particulars 2011-2012 2010-2011
1. Net Sales /Income from Operations 20737.51 16733.43
2. Other Income 232.35 199.61
3. Total Expenditure 19109.03 15542.96
4. Interest 556.03 397.70
5. Gross Profit after Interest but .
before Depreciation & Tax Items 1304.80 992.38
6. Depreciation 162.95 143.32
7. Profit before Tax 1141.85 849.06
8. Tax Expense 404.94 294.83
9. Net Profit after Tax 736.91 554.23
10. Paid up Equity Share Capital 1046.38 946.38
11. Reserves (Excluding Revaluation
Reserves) 11829.77 10823.45
12. Earning Per Share (Basic) Rs. 7.33 6.39
13. Earning Per Share (Diluted) Rs. 7.33 6.21
14. Dividend 10% 10%
PERFORMANCE REVIEW
During the year under review, the Company achieved a turnover of Rs.
20737.51 Lacs as against Rs. 16733.43 Lacs in the previous year
registering an increase of 23.92%. Gross profit after interest but
before depreciation and tax has increase to Rs. 1304.80 Lacs as
compared to Rs. 992.38 Lacs in the previous year. Net profit after Tax
has increase to Rs. 736.91 Lacs from Rs. 554.23 in the previous year,
showing an increase of 32.96 %.
DIVIDEND
Your Directors have recommended a Final Dividend of Rs.1.00/- i.e. @
10% per paid-up equity share of Rs. 10/- each for the financial year
ended 31st March, 2012.
SHARE CAPITAL Authorized Share Capital
During the year the authorized share capital of the Company was
increased from Rs. 170,000,000/- (Rupees Seventeen Crores) to Rs.
250,000,000/- (Rupees Twenty Five Crores) divided into 20,000,000
Equity Shares of Rs.10/- each and 500,000 Preference Shares of Rs.
100/- each.
Issued and paid-up Share Capital
During the year under review the Company allotted 1,000,000 Equity
Shares to warrant holders on exercising the right attached to the
warrants as a result paid-up Equity Share Capital of the Company has
increased to Rs.104,638,480/-
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently, and have 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 as at 31st March, 2012 and of the profit of the Company
for the financial year ended 31st March, 2012.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d. The Annual Accounts have been prepared on a going concern basis.
DIRECTORS
Mr. A. Sahasranaman, Mr. Shashank and Mr. Ramesh Bhatia retire by
rotation at the ensuing Annual General Meeting and are eligible for
re-appointment.
Details of the Directors seeking re-appointment as required under
Clause 49 of the Listing Agreements entered into with the Stock
Exchanges are provided in the Corporate Governance Report forming part
of this Report.
CORPORATE GOVERNANCE
As required by Clause-49 of the Listing Agreement a Report on Corporate
Governance along with a Certificate of Corporate Governance from the
Auditors is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report forms part of this Annual
Report.
SUBSIDIARY COMPANIES
As required under the provisions of Section 212 of the Companies Act,
1956, the Audited Accounts together with Directors' Report and
Auditors' Report of the Subsidiary Companies are appended and form part
of the Annual Report. The statement pursuant to Section 212 of the
Companies Act, 1956 is annexed to this Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements of the Clause-32 of the Listing
agreement with the Stock Exchanges and AS-21 presented by ICAI, the
Consolidated Financial Statements of the Company and its subsidiaries
are annexed and forms part of this Annual Report.
LISTING AGREEMENT
The Company's securities are listed at the following Stock Exchanges in
India: -
1. The Bombay Stock Exchange Limited
2. The National Stock Exchange of India Limited
The Annual Listing fee for the Financial Year 2012 - 2013 has already
been paid to both the above mentioned Stock Exchanges. PUBLIC DEPOSIT
The Company has neither invited/ nor accepted any deposits during the
year within the meaning of Section 58A of the Companies Act, 1956, read
with Companies (Acceptance of Deposit) Rules, 1975.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report. AUDITORS AND
AUDITORS' REPORT
The Auditors of the Company, M/s Sushil Poddar & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting, and being eligible offer themselves for reappointment. They
have furnished a certificate that their reappointment if made shall be
within the statutory limits specified in Section 224(1B) of the
Companies Act, 1956.
The Auditors observations in the Audit Report have been explained by
the Company in detail in Notes to the Financial Statements which forms
part of the Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding Conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo is given in the annexure (A) forming part of this report.
PARTICULARS OF EMPLOYEES:
During the year no employee whether employed for the whole year or part
of the year, was drawing remuneration exceeding the limits as laid down
under Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975, as amended.
ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the valued customers,
suppliers, bankers and shareholders for the assistance, co-operations
and encouragement they extended to the Company.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all the employees of the
Company resulting in the successful performance of the Company during
the year.
For and on behalf of the Board
Snehdeep Aggarwal Ramesh Bhatia
New Delhi, 30th May, 2012 Managing Director Director
Mar 31, 2010
The Board of Directors takes pleasure in presenting the 23rd Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2010.
FINANCIAL RESULTS
(Rs. in Lacs)
SI.
No. Particulars 2009-2010 2008-2009
1. Net Sales/Income from Operations 17898.72 15350.05
2. Other Income 92.83 (171.40)
3. Total Expenditure 16511.75 13852.84
4. Interest 508.44 605.31
5. Gross Profit after Interest but
before Depreciation & Taxes Items 971.36 720.50
6. Depreciation 128.13 97.83
7. Exceptional Items: Provision for
diminution in value of Investments - 81.25
8. Profit before Tax 843.23 541.42
9. Tax Expense 299.75 269.76
10. Net Profit after Tax 543.48 271.66
11. Paid up Equity Share Capital 866.38 786.38
12. Reserves (Excluding Revaluation
Reserves) 10115.21 9408.76
13. Earning Per Share (Basic) Rs. 6.89 3.45
14. Earning Per Share (Diluted) Rs. 6.53 3.45
15. Dividend 10% 10%
PERFORMANCE REVIEW
During the year under review the Company achieved a turover of Rs.
17898.72 Lacs against Rs. 15350.05 Lacs in the previous year
registering an increase 16.60%. Gross Profit after interest but before
depreciation and tax has increase to Rs. 971.36 Lacs as compared to Rs.
720.50 Lacs in the previous year. Net Profit after tax has also
increased to Rs. 543.48 Lacs from Rs. 271.66 in the previous year.
DIVIDEND
Your Directors have recommended a Final Dividend of Rs. 1.00/- i.e. @ 1
0% per paid-up equity share of Rs. 10/- each for the year ended 31st
March, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that:
a. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
b. Appropriate accounting policies have been selected and applied
consistently, and have 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 as at 31st March, 2010 and of the profit of the Company
for the financial year ended 31st March, 2010.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d. The annual accounts have been prepared on a going concern basis.
DIRECTORS
Mr. Nikhil Aggarwal , Mr. Shashank and Mr. A. Sahasranaman retire by
rotation at the ensuing Annual General Meeting and are eligible for
re-appointment.
Details of the Directors seeking re-appointment as required under
Clause 49 of the Listing Agreements entered into with the Stock
Exchanges are provided in the Corporate Governance Report forming part
of this Report
CORPORATE GOVERNANCE
As required by Clause-49 of Listing Agreement a Report on Corporate
Governance along with a Certificate of Corporate Governance from the
Auditors is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Report as required by Clause - 49 of the Listing Agreement is
annexed herewith.
SUBSIDIARY COMPANIES
As required under the provisions of Section 212 of the Companies Act,
1956, the Audited Accounts together with Directors Report and
Auditors Report of the Subsidiary Companies are appended and form part
of the Annual Report. The statement pursuant to Section 212 of the
Companies Act, 1956 is annexed to this Report.
Consolidated Accounts
In accordance with the requirements of the Clause-32 of the Listing
agreement with the Stock Exchanges and AS-21 pre- sented by ICAI, the
Consolidated Accounts of the Company and its subsidiaries are annexed
and forms part of this Annual Report.
LISTING AGREEMENT
The Companys securities are listed at the following Stock Exchanges in
India: -
1. The Bombay Stock Exchange Ltd.
2. The National Stock Exchange of India Ltd.
The Annual Listing fee for the Financial Year 2010-2011 has already
been paid to both the above Stock Exchanges.
PUBLIC DEPOSIT
The Company has neither invited/ nor accepted any deposits during the
year within the meaning of Section 58A of the Companies Act, 1956, read
with Companies (Acceptance of Deposit) Rules, 1975.
CASH FLOW STATEMENT
As required by Clause-32 of the Listing Agreement a Cash Flow Statement
is annexed and forms part of this Annual Report.
AUDITORS
The Auditors of the Company, M/s Sushil Poddar & Co., Chartered
Accountants hold office until the conclusion of this Annual General
Meeting, and being eligible offer themselves for reappointment. They
have furnished a certificate that their reap- pointment if made shall
be within the statutory limits specified in Section 224(1 B) of the
Companies Act, 1956.
The Auditors observations in the Audit Report have been explained by
the Company in detail in Notes to the Account which forms part of the
Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provision of Section 217(1)(e) of
the Companies Act, 1956, read with Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 regarding conservation
of Energy, Technology Absorption and Foreign Exchange Earnings and
outgo is given in the annexure (a) forming part of this report.
PARTICULARS OF EMPLOYEES
During the year no employee whether employed for the whole year or part
of the year, was drawing remuneration exceeding the limits as laid down
under Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employ- ees) Rules, 1975, as amended.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their appreciation for
the co-operation and unstinted support received from the valued
customers, suppliers, bankers and shareholders whom the Company regards
as partners in progress.
Yours Directors also wish to place on record their appreciation of the
devoted and dedicated services rendered by all employees of the
Company.
For and on behalf of the Board
Snehdeep Aggarwal Ramesh Bhatia
New Delhi, 29th May, 2010 Managing Director Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Bhartiya International Ltd.
-
Bhartiya International Ltd. Tools
- Bulk Deals
-
Bhartiya International Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- BSE Price History
- NSE Price History
-
Bhartiya International Ltd. Key Financial Ratios
- Ratios
-
Bhartiya International Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Bhartiya International Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Bhartiya International Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Bhartiya International Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
