Mar 31, 2018
DIRECTORSâ REPORT
To,
The Members
The Directors have immense pleasure in presenting the Eleventh Annual Report together with the audited financial statements (Standalone and Consolidated) of Bhilwara Technical Textiles Limited (âBTTLâ) for the year ended 31st March 2018.
FINANCIAL PERFORMANCE
Your Companyâs financial performance during the year 2017 -2018 is summarized below:
Rs,in lakh)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Total Income |
67.67 |
201.42 |
67.67 |
69.42 |
Profit before Interest & Depreciation |
44.20 |
152.45 |
44.20 |
20.45 |
Less: Interest/Finance Cost |
0.03 |
0.04 |
0.03 |
0.04 |
Profit before Depreciation & Amortisation |
44.17 |
152.41 |
44.17 |
20.41 |
Less: Depreciation& Amortisation |
0.04 |
0 |
0.04 |
0 |
Profit/(Loss) before Tax |
44.13 |
152.41 |
44.13 |
20.41 |
Less |
||||
a) Current Tax |
11.17 |
7.10 |
11.17 |
7.10 |
b) Deferred Tax |
0.81 |
0 |
0.81 |
0 |
c) Tax Adjustment for earlier years |
0.97 |
(1.10) |
0.97 |
(1.10) |
Profit/(Loss) after Tax |
31.18 |
146.41 |
31.18 |
14.41 |
Share in Associates |
- |
- |
944.35 |
186.53 |
31.18 |
146.41 |
975.53 |
200.94 |
|
Other Comprehensive Income |
||||
Share in OCI of Associate |
- |
- |
(37.37) |
(7.41) |
Total Comprehensive Income |
31.18 |
146.41 |
937.76 |
193.53 |
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources, your Directors do not recommend any dividend for the year under review.
OPERATIONAL INFORMATION
Your Company is continuously exploring opportunities and avenues for pursuing business operations.
During the year under review, Your Company recorded satisfactory profitability of Rs, 31.18 Lakh against Rs, 146.41 Lakh in the previous financial year as its investment did not yield any dividend during the current financial year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Shantanu Agarwal, Director is liable to retires
by rotation and being eligible offers himself for reappointment.
During the year under review, Shri Shekhar Agarwal, Chairman, Managing Director and Chief Executive Officer of the Company whose term was expired on the 31st March, 2018, was reappointed by the Board, on the basis of recommendation made by Nomination and Remuneration Committee for a term commencing from 1st April, 2018 for a period up to 31st March, 2021. Your Directors further approved the proposal to make the appointment of Shri Shekhar Agarwal, liable to retire by rotation as Director. The said proposal shall be put up before the members at the ensuing Annual General Meeting for their approval.
Your Directors further inform the Members that the declaration has been received from the independent directors at the beginning of the financial year stating that they meet the criteria as specified under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
STATUTORY AUDITOR
M/s Doogar & Associates, Chartered Accountants (Firm Registration No. 000561N), who were appointed as statutory auditor of the company at the 10th Annual General Meeting of the company held on 21st September, 2017 for a term of 5 years till conclusion of 15th Annual General Meeting.
Your Directors inform the members that in accordance with the amendment notified by MCA on 7th May, 2018, the requirement of ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and It is no longer required. Accordingly, the notice convening the ensuring Annual General Meeting does not carry resolutions with regard to ratification of appointment of Statutory Auditors. However, the Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.
The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts of the financial year 2017-18. The Auditorsâ Report does not contain qualification, reservation or adverse remark.
INTERNAL AUDITOR
Your Directors, during the year under review, appointed Shri Rahul Handa to act as the Internal auditor of the Company for the financial year 2017-18, pursuant to the Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.
SECRETARIAL AUDITOR
Your Directors inform the Members that Smt. Manisha Gupta, (Membership No. F6378 and COP No. 6808) proprietor M/s Manisha Gupta & Associates, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company for the financial year 201718. The Report of Secretarial Audit is annexed as Annexure I.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors inform the Members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the Rules there under. However, your Directors Endeavour to contribute to such causes as and when deem appropriate.
NUMBER OF MEETINGS OF THE BOARD
The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors forms part of the Corporate Governance Report.
The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return is attached as Annexure - II.
DIRECTORSâ APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure - III.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Director. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.
Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programmes.
PARTICULARS OF LOANS/ INVESTMENTS AND GUARANTEE
Details of Investments made in accordance with the requirements covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors inform the Members that no material contracts or arrangements entered by the Company with any related party. Yours Directors draw attention of the Members to note no 24.1 to the financial statement which contain particulars of transactions with related parties.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR(S) OR COURT(S)
There was no significant and material order passed by the regulator(s) or court(s) during the year.
RISK MANAGEMENT
Your Directors review the risks associated with the Company on regular basis, but considering meager operations of the Company there is negligible exposure to business risks.
CORPORATE GOVERNANCE REPORT
Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable.
A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e. M/s Doogar & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 form part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has been duly complied with the Secretarial Standard issued by the Institute of Company Secretaries of India pursuant to the provisions of the Companies Act, 2013.
Indian Accounting Standards (IND AS)
The Company has followed the guidelines of Accounting Standards/IND-AS laid down by the Institute of Chartered Accountant of India in preparation of Financial Statement.
WHISTLE BLOWER POLICY
With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Companyâs Code Of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder: http://www.bttl.co.in/wh policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required by regulation 34 (2) of listing regulations, forms part of the Annual Report.
INTERNAL CONTROL SYSTEMS
Your Directors feel that adequate control systems are the backbone of any company. Your Directors Endeavour to place adequate control systems commensuration with the size of the Company to ensure that all the information provided to the management is reliable and also the obligations of the Company are properly adhered to. These systems provide a strong structure which in turns help in the complying of various laws and statutes which automatically translate into Financial and Operational Development of the Company. Your Directors Endeavour to inform the member that all the obligations of the Company are properly adhered to.
The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval.
Your Directors endeavor to continuously improve and monitor the internal control systems.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV forming part of this Report.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - V.
SUBSIDIARY/ ASSOCIATE AND JOINT VENTURE COMPANY
A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements presented in the Annual Report.
As on 31st March, 2018, the Company has no Subsidiary and Joint Venture Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors state that:
(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;
(b) appropriate Accounting Policies have been selected and applied consistently and they 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 on 31st March, 2018 and of the Profit and Loss of the Company for the year ended on that date;
(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;
(e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:
I. Your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.
II. Issue of equity shares with differential rights as to dividend, voting or otherwise.
III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
IV. No amount has been transferred to General Reserves during the year.
V. There is no change in the nature of business of the Company.
VI. During the year there is no complaint(s) received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 under review.
VII. There were no frauds found which have been reported to the Audit Committee / Board members as well as to the Central Government.
SIGNIFICANT MATERIAL CHANGES AFTER BALANCE SHEET DATE AFFECTING FINANCIAL POSITION
There are no change and commitments which affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate i e 31.03.2018 and the date of report 25th May, 2018
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
For and on behalf of the Board of Directors
Shekhar Agarwal
Chairman,
Place: Noida Managing Director & CEO
Date: 25th May, 2018 DIN -00066113
Mar 31, 2016
DIRECTORSâ REPORT
To,
The Members
Your Directors present the Ninth Annual Report together with the audited financial statements of Bhilwara Technical Textiles Limited (âBTTLâ) for the year ended 31st March 2016.
COMPANYâS PERFORMANCE
Your Companyâs performance during the fiscal year 2015 -2016 is summarized below:
FINANCIAL RESULTS
Rs,in lac)
2015-16 |
2014-15 |
|
Total Income |
74.78 |
201.35 |
Profit before Interest, Depreciation & Tax |
57.13 |
183.76 |
Profit before Tax |
57.13 |
183.76 |
Profit after Tax |
38.07 |
164.88 |
Add: Opening Balance |
849.29 |
684.41 |
Profit available for appropriation |
38.07 |
164.88 |
Profit Carried to Balance Sheet |
887.36 |
849.29 |
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources, your directors do not recommend any dividend for the year under review.
OPERATIONAL INFORMATION
Your Directors inform that the Company is continuously exploring opportunities and avenues for pursuing business operations.
Your Directors inform the Members that your Company, during the year under review recorded satisfactory profitability. The Company achieved a net profit of '' 38.07 lac against '' 164.88 lac in the previous year as its investment did not yield any dividend during the current fiscal against '' 132 lac in the previous year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Shekhar Agarwal, Director retires by rotation and being eligible offers himself for reappointment.
Your Directors further inform the members that, during the year under review Shri Shekhar Agarwal, was appointed as Chairman and Managing Director for a term of three years w.e.f. 01.4.2015 and Smt. Sunita Mathur was appointed as the Independent Director for a term of five years w.e.f. 27.3.2015 at the previous Annual General Meeting held on 29th September, 2015.
Your Directors further inform the Members that the declaration has been taken from the Independent Directors at the beginning of the financial year stating that they meet the criteria as specified under sub-section (6) of Section 149 of the Companies Act, 2013.
Shri Shantanu Agarwal was co-opted on Board as Additional Director with effect from 27th May, 2016, and he shall hold office up to the date of ensuing Annual General Meeting. The Board recommends the appointment of Shri Shantanu Agarwal in ensuing Annual General Meeting.
During the year Shri Rahul Handa was appointed as Company Secretary and Chief Financial Officer of the Company in place of Ms. Khwahish Rawal who left the services of the Company. Shri Rahul Handa was also designated as Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013.
AUDITORS APPOINTMENT
M/s. Ashim & Associates, Chartered Accountants, New Delhi Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, offer themselves for re-appointment. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts.
Further, pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, Shri Rahul Handa was also appointed as Internal Auditor of the Company for part of year 2015-16 in place of Ms. Khwahish Rawal who served as Internal Auditor for part of the year.
Your Directors further inform that pursuant to Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Devesh Pandey, Practicing Company Secretary holding Membership No. ACS 27793 and also holding Certificate of Practice No. 10021 issued by the Institute of Companies Secretaries of India was appointed as the Secretarial Auditor of the
Company for the Financial Year 2015-16. The Report of Secretarial Audit is annexed as Annexure I
CORPORATE SOCIAL RESPONSIBILITY
Your Directors inform the Members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the Rules there under. However, your Directors Endeavour to contribute to such causes as and when deem appropriate.
NUMBER OF MEETINGS OF THE BOARD
The particulars of the meetings held during the year along with the details regarding the meetings attended by the Directors form part of the Corporate Governance Report.
The composition of the Board and its committees has also been given in detail in the report on Corporate Governance.
ANNUAL RETURN
Pursuant to section 92 of the Companies Act, 2013 read with Rule 12 of The Companies (Management and administration) Rules, 2014, the Annual Return is attached as Annexure - II.
DIRECTORSâ APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure III.
ANNUAL EVALUATION BY THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Directors. The manner of evaluation is mentioned in the Nomination and Remuneration policy which forms part of Board Report.
Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programmes.
PARTICULARS OF INVESTMENTS
Details of Investments made in accordance with the requirements covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors inform the Members that no contracts, arrangements or transactions were entered into with the related parties.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant and material order passed by the regulators or courts.
RISK MANAGEMENT
Your Directors review the risks associated with the Company on regular basis, but considering meager operations of the Company there was negligible exposure to business risks.
CORPORATE GOVERNANCE
Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable.
A comprehensive report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditor of your Company i.e M/s Ashim & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, form part of the Annual Report.
WHISTLE BLOWER POLICY
With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Companyâs Code Of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder:
http://www.bttl.co.in/wh_policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required by regulation 34 (2) of Listing Regulations, forms part of the Annual Report.
INTERNAL CONTROL SYSTEMS
The Company has an internal control system commensurate with its size and nature of business. These systems provide a robust structure which in turns help in the complying of various laws and statutes which automatically translates into Financial and Operational Development of the Company.
The Company''s Audit Committee reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rules, 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV forming part of this Report.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - V
Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing remuneration in excess of the limits prescribed under the said provision.
ASSOCIATE COMPANY
A statement containing the salient features of the financial statements of BMD Private Limited in the prescribed format AOC-1 is appended as Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company have been consolidated and presented in the consolidated financial statements presented in the Annual Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act,
2013, the Directors state that:
a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed and no material departures have been made from the same;
b) appropriate Accounting Policies have been selected and applied consistently and they 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 on 31st March, 2016 and of the Profit and Loss of the Company for the year ended on that date;
(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;
(e) the directors have 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) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.
For and on behalf of the Board
Sd/-
SHEKHAR AGARWAL
CHAIRMAN, MANAGING DIRECTOR & CEO
DIN -00066113
Place: Noida
Date: 27th May, 2016
Mar 31, 2014
To the Members,
The Directors present the Seventh Annual Report together with the
audited Balance Sheet and the Statement of Profit and Loss of Bhilwara
Technical Textiles Limited ("BTTL") for the year ended 31st March,
2014.
COMPANY''S PERFORMANCE
Your Company''s performance during the fiscal year 2013-2014 is
summarized below:
FINANCIAL RESULTS
(Rsin lac)
This Previous
Year Year
Total Income 333.30 284.39
Profit before Interest, 190.96 157.44
Depreciation & Tax
Profit before Tax 190.86 157.33
Profit after Tax 172.02 150.75
Add: Opening Balance 512.39 361.64
Profit available for 684.41 512.39
appropriation
Profit Carried to Balance 684.41 512.39
Sheet
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources, your directors do not recommend any
Dividend for the Year under review.
OPERATIONAL INFORMATION
Your Directors in their previous report had informed the members that
the Company had undertaken the trading of Yarn to generate the revenues
for the Company. Your Directors informed the members that the Company,
during the year under review continued the trading activity and
generated revenues for the Company. Your Directors are continuously
exploring other avenues for pursuing business operations.
Your Directors feel pleasure in informing the members that the Company
earned profit after tax of '' 172.02 lacs for the year ended 31st March,
2014 as against Rs. 150.75 lacs during the previous year ended 31st
March, 2013.
DIRECTORS
Shri Riju Jhunjhunwala, Director, retires by rotation and
being eligible, offers himself for reappointment. Your Directors
further inform the Members that in accordance with the provisions of
the Companies Act, 2013 and Clause 49 of the Listing Agreement as per
SEBI Circular dated 17th April, 2014, the Company is required to
appoint the Independent Directors on the Board for the term of five
consecutive years on the Board of the Company and such Independent
Directors shall not be liable to retire by rotation.
Shri P. S. Dasgupta has been serving the Board for more than 5 years.
Therefore, it is proposed to appoint him as an Independent Director for
one more term of five consecutive years commencing from the ensuing
Annual General Meeting.
AUDITORS
M/s. Ashim & Associates, Chartered Accountants, New Delhi retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. The observations of the Auditors,
if any, are explained wherever necessary, in the appropriate Notes to
the Accounts.
CORPORATE GOVERNANCE
Your company has complied with all the requirements of Corporate
Governance as required under Clause 49 of the Listing Agreement entered
into with the Stock Exchange, where the Company''s shares are listed.
A comprehensive report on Corporate Governance in this regard is made
part of this Annual Report and a Certificate from the Statutory
Auditors of your Company i.e M/s Ashim & Associates, Chartered
Accountants regarding compliance of the conditions of the Corporate
Governance as stipulated under Clause 49 of the Listing Agreement form
part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required by Clause 49 of
Listing Agreement, form part of the Annual Report.
INTERNAL CONTROL SYSTEMS
The Company has an Internal Control System commensurate with its size
and nature of business. These systems provide a robust structure which
in turns help in the complying of various laws and statutes which
automatically translate into Financial and Operational Development of
the Company.
The Company''s Audit Committee reviews adherence to internal control
systems and legal compliances. This committee reviews all quarterly and
yearly results of the Company and recommends the same to Board for its
approval.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars required to be disclosed pursuant to Section 217(1)(e)
of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988, is given
in Annexure -I forming part of this Report.
PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration in excess of the limits
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state that:
- in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and no material departures have been made
from the same;
- appropriate Accounting Policies have been selected and applied
consistently and they have 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 on 31st March, 2014 and of the Profit of the
Company for the year ended on that date;
- 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;
- the Annual Accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors acknowledge the support and assistance extended by the
Stakeholders, Bankers, Central Government & State Government including
various other authorities. The Board also takes this opportunity to
express its deep gratitude for the continued co-operation and support
received from its valued shareholders.
For and on behalf of the Board
SHEKHAR AGARWAL
CHAIRMAN &
Place: Noida MANAGING DIRECTOR
Date: 22nd April, 2014 DIN : 00066113
Mar 31, 2013
To the Members,
The Directors present the Sixth Annual Report together with the audited
Balance Sheet and the Statement of Profit and Loss of Bhilwara
Technical Textiles Limited (BTTL) for the year ended the 31st March
2013.
COMPANY''S PERFORMANCE
Your Company''s performance during the fiscal year 2012- 2013 is
summarized below:
FINANCIAL RESULTS
(Rs. in lacs)
This Previous
Year Year
Total Income 284.39 157.18
Profit before Interest, 157.44 138.61
Depreciation & Tax
Profit before Tax 157.33 138.48
Profit after Tax 150.75 137.23
Add: Opening Balance 361.64 224.41
Profit available for 512.39 361.64
appropriation
Profit carried to Balance 512.39 361.64
Sheet
OPERATIONAL INFORMATION
Your Directors inform the members that the Company is in the process of
identifying opportunities to pursue a profitable venture in technical
textiles space. However, in the meantime during the year, the company
started trading of yarn to generate revenues for the company.
Your Directors feel pleasure in informing the members that the Company
earned profit after tax of Rs. 150.75 lacs for the year ended the 31st
March, 2013 as against Rs. 137.23 lacs during the previous year ended
the 31st March, 2012.
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources, your directors do not recommend any
dividend for the year under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state that:
- in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and no material departures have been made
from the same;
- appropriate Accounting Policies have been selected and applied
consistently and they have 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 on the 31st March, 2013 and of the Profit or
Loss of the Company for the year ended on that date;
- 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;
- the Annual Accounts have been prepared on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required to be disclosed pursuant to section 217 (1)(e)
of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988, is given
in Annexure - I forming part of this report.
DIRECTORS
Shri P. S. Dasgupta, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
INTERNAL CONTROL SYSTEMS
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business. These systems
provide a reasonable assurance in respect of providing financial
information, complying with applicable statutes and ensuring compliance
with corporate policies.
The Company''s Audit Committee reviews adherence to internal control
systems and legal compliances. This Committee reviews all quarterly and
yearly results of the Company and recommends the same to Board for its
approval.
PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration in excess of the limits
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.
AUDITORS
The Company''s Auditors M/s. Ashim & Associates, Chartered Accountants,
New Delhi retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. The
observations of the Auditors, if any, are explained wherever necessary,
in the appropriate Notes to the Financial Statements.
CORPORATE GOVERNANCE
A comprehensive report on Corporate Governance in this regard is made
part of this Annual Report and a Certificate from the Statutory
Auditors of your Company i.e. M/s Ashim & Associates, Chartered
Accountants regarding compliance of the conditions of the Corporate
Governance as stipulated under Clause 49 of the Listing Agreement forms
part of this Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude for the co- operation
and assistance extended by the stakeholders, Central Government & State
Government including various other authorities. The Board also takes
this opportunity to express its deep gratitude for the continued
co-operation and support received from its valued shareholders.
for and on behalf of the Board
Place : Noida SHEKHAR AGARWAL
Dated: 30th April, 2013 Chairman &
Managing Director
DIN : 00066113
Mar 31, 2012
The Directors present the Fifth Annual Report together with the
audited Balance Sheet and the Statement of Profit and Loss of Bhilwara
Technical Textiles Limited ("BTTL") for the year ended the 31st
March 2012.
COMPANY'S PERFORMANCE
Your Company's performance during the year 2011-2012 is summarized
below:
FINANCIAL RESULTS
(in lacs)
This Previous Year Year
Total Income 157.18 112.00
Profit before Interest, 138.61 99.31
Depreciation & Tax
Profit Before Tax 138.48 99.31
Profit After Tax 137.23 98.60
Add: Opening Balance 224.41 125.81
Profit available for 361.64 224.41
appropriation
Profit Carried to Balance 361.64 224.41
Sheet OPERATIONAL INFORMATION
Your Directors feel pleasure to inform you that the Company earned
profit after tax of Rs. 137.23 lacs for the year ended the 31st March,
2012 as against Rs. 98.60 lacs during the previous year ended the 31st
March, 2011.
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources, your Directors do not recommend any
dividend for the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state that:
- in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed and no material departures have been made
from the
- appropriate Accounting Policies have been selected and applied
consistently and they 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 on the 31st March, 2012 and of the Profit and
Loss of the Company for the year ended on that date;
- 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;
- the Annual Accounts have been prepared on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The disclosure of the particulars as required under Section 217 (1) (e)
of the Companies Act, 1956, read with Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 with
respect to Technology Absorption, Conservation of Energy, Foreign
Exchange Earnings and Outgo are not applicable to the Company for the
period under review.
DIRECTORS
Shri Riju Jhunjhunwala, Director retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment.
INTERNAL CONTROL SYSTEMS
The Company has maintained proper, adequate and effective Internal
Control Systems commensurate with the nature and size of its
operations. The Audit Committee examines and evaluates the adequacy,
relevance, effectiveness and compliance with prevailing laws and
regulations.
PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration in excess of the limits
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.
AUDITORS
The Company's Auditors M/s. Ashim & Associates, Chartered Accountants,
New Delhi retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. The
observations of the Auditors, if any, are explained wherever necessary,
in the appropriate Note to the Accounts.
CORPORATE GOVERNANCE
A comprehensive report on corporate governance as stipulated under
Clause 49 of the Listing Agreement is attached to this Report.
BTTL has obtained a certificate from the M/s Ashim & Associates,
Chartered Accountants regarding compliance of conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement and the
same is annexed at the end of Corporate Governance Report.
ACKNOWLEDGEMENTS
Your Directors wish to thank all stakeholders and all concerned
authorities including Central & State Government for their continued
support and valuable contribution. The Directors also express their
appreciation to investors for the understanding and support that they
continue to repose in the Company.
For and on behalf of the Board
Place : Noida SHEKHAR AGARWAL
Date : 3rd May, 2012 Chairman &
Managing Director
DIN : 00066113
Mar 31, 2010
The Directors present the Third Annual Report together with the
audited Balance Sheet and the Profit and Loss Account of Bhilwara
Technical Textiles Limited ("BTTL") for the year ended 31st March 2010.
COMPANYS PERFORMANCE
Your Companys performance during year 2009-2010 is summarized below:
FINANCIAL RESULTS
(Rs. in lacs)
This Previous
Year Year
Total Income 88.63 66.00
Profit before Interest &
Depreciation 74.72 51.26
Profit before Depreciation 74.72 51.26
Profit before Tax 74.72 51.26
Prof it after Tax 74.72 51.26
Add: Opening Balance 51.09 (0.17)
Profit available for
appropriation 125.81 51.09
Balance Carried to
Balance Sheet 125.81 51.09
OPERATIONAL INFORMATION
Your Directors feel pleasure to inform you that the Company earned
profit after tax of Rs.74.72 lacs for the year ended March 31, 2010 as
against Rs.51.26 lacs during the previous year ended March 31, 2009.
DIVIDEND AND OTHER APPROPRIATIONS
In order to conserve resources, your directors do not recommend any
dividend for the year under review.
DE-MERGER
The Scheme of De-merger between the RSWM Ltd. and the Company for
de-merger of the "Strategic Investment Division" of RSWM Ltd. was
approved by the Honble High Court of Rajasthan at Jodhpur. The Scheme
of De-merger was made effective from March 31, 2009. During the period
under review your Company pursuant to the Scheme of De-merger allotted
10 equity shares of Re. 1 /- each of the Company for every 4 equity
shares of Rs.10/- each to the shareholders of RSWM Ltd.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state that:
- in the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed;
- appropriate Accounting Policies have been selected and applied
consistently and they have 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 on 31 st March, 2010 and of the Profit and
Loss of the Company for the year ended on that date;
- 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;
- the Annual Accounts have been prepared on a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As your Company was not engaged in any activity during the period under
review, this information is not relevant.
DIRECTORS
Mr. P.S. Dasgupta retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for re-appointment.
Further, Mr. P.S. Dasgupta and Mr. Pawan Kumar Deora were co-opted on
the Board of Directors of the Company on April 6, 2009 as Additional
Directors, liable to retire by rotation. The appointment of Mr. P.S.
Dasgupta and Mr. Pawan Kumar Deora as Directors was confirmed by the
Shareholders of the Company at the 2nd Annual General Meeting of the
Company held on April 20, 2009.
INTERNAL CONTROL SYSTEMS
The Company has proper, adequate and effective Internal Control Systems
commensurate with the nature and size of its operations. The Audit
Committee examines and evaluates the adequacy, relevance and
effectiveness and its compliance with prevailing laws and regulations
and thereafter, makes appropriate recommendations, wherever necessary.
PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration in excess of the limits
prescribed under Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975.
AUDITORS
The Companys Auditor M/s. Ashim & Associates, Chartered Accountants,
New Delhi retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. The
observations of the Auditors, if any, are explained wherever necessary,
in the appropriate Note to the Accounts.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the Certificate of Auditors
M/s Ashim & Associates, Chartered Accountant, confirming compliance to
conditions of Corporate Governance as stipulated under clause 49 of the
listing Agreement, form part of the Annual Report.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the continued
support and co-operations received by all concerned authorities and
stakeholders including Central and State Governments.
for and on behalf of the Board
Place : Noida Shekhar Agarwal
Date : 27th April 2010 Chairman &
Managing Director
DIN : 00066113