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Directors Report of Bhilwara Technical Textiles Ltd.

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

 
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