Directors Report of Banaras Beads Ltd.
Mar 31, 2018
Dear Shareholders,
The Directors are pleased to present the 38th Annual Reports together with the Audited Accounts of the Company for the year ended on 31st Marchâ 2018.
FINANCIAL RESULTS:___
|
2017-2018 |
2016-2017 |
|
|
(Rs. in lacs) |
(Rs. in lacs) |
|
|
Revenue from Operations |
2377.92 |
2732.46 |
|
Net Profit Before Taxation |
231.82 |
281.06 |
|
Net Profit after taxation |
138.28 |
166.89 |
|
Balance of Profit & Loss Account B/F |
1296.06 |
1174.06 |
|
APPROPRIATIONS: |
||
|
Transfer to General Reserve |
0.00 |
15.00 |
|
Dividend Paid |
66.36 |
0.00 |
|
Tax on Dividend paid |
13.51 |
7.07 |
|
Taxes of earlier Years |
0.19 |
22.82 |
|
Balance of Profit & Loss Account C/F |
1354.28 |
1296.06 |
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby state and confirm -
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently except as required by accounting standards and other applicable law(s) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.
ADOPTION OF IND AS:
The company has adopted Ind AS from the current financial year and accordingly figures of 31.03.2017 and 01.04.2016 are re-stated. Details of implication of first time adoption of Ind AS has been given in notes on accounts.
OPERATION:
During the year turnover of your Company decreased in the comparison of previous year due to recession in global demand of glass beads, handicrafts etc.
DIVIDENDS:
Based on the Companyâs performance during the year 2017-18, the Board of Directors decided not to recommend dividend.
SETTLEMENT OF MANAGEMENT DISPUTES:
The Special Leave Petition vide no. 25165-25166/2007 filed by Shri Ajit Kumar Gupta and others against Honâble CLB order dt. 04.07.2007 and 03.08.2007 in the matter of C.P. No. 14/99, CP No. 14/111/1999, 15/111/1999 and 1/111/2001. The said SLP finally has been decided by Honâble Supreme Court on 11.04.2018. The Honâble Supreme Court has dismissed the appeals filed by Mr. Ajit Kumar Gupta and others group of small shareholders without any direction, the content of said order is as underORDER
âWe have heard learned council for the parties and perused the record. We do not find any merit in these appeals which are here by dismissed. â
By said order of Supreme Court, the two decade old disputes between the management has finally legally resolved. There is no financial impact of said present order of Honâble Supreme Court to the company.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is presented in a separate section forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of section 149 of the Act, Mr. Ashok Kumar Kapoor, Mr. Praveen Anand Singh, and Mr. Tanmay Deva were appointed as independent directors at the annual general meeting of the Company held on August 13, 2015. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.
Shri Ashok Kumar Gupta retires by rotation and being eligible has offered himself for re-appointment as director.
Further the tenure of Mr. Ashok Kumar Gupta as Managing Director will be expired on 31.03.2019. Keeping his association and benefit to the company the Nomination and Remuneration Committee and the Board of Directors have recommended to re-appoint Mr. Ashok Kumar Gupta (DIN 00016661) as Managing Director for further five years with effect from 1 April 2019.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees to attend the meetings of the Company.
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are Mr. Ashok Kumar Gupta, Chairman & Managing Director, Mr. Siddharth Gupta, Chief Executive Officer and Managing Director, Smt. Shalini Chandra, Executive Director, Mr. Jai Singh, Chief Financial Officer and Mr. R.K. Singh, Company Secretary. There has been no change in the key managerial personnel during the year.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
AUDITORS AND AUDITOR REPORT:
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s G D Dubey & Associates, Chartered Accountants (Firm Registration number 009836C),were appointed as statutory auditors from the conclusion of the thirty seven Annual General Meeting (AGM) held on September 28, 2017 till the conclusion of the forty two AGM of the Company in the year 2022, subject to the ratification of their appointment at every AGM, if required under law. Accordingly, necessary resolution for ratification of appointment of auditors is included in the Notice for this AGM.
SECRETARIAL AUDITOR:
The Board has appointed M/s Ajay Jaiswal & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March 2018 is annexed herewith marked as Annexure -I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Returns [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] as on the financial year ended on 31.03.2018 is attached as Annexure- II with this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information as per Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:
a) Conservation of Energy :
The operations of the Company involve low energy consumption. The solar power plant of 150 KVA is properly working and saving grid electricity. During the year 191353.38 KWH power generated and approx. 35000 KWH transferred to UP electricity board by this way approximately saving of Rs. 20.00 lacs made to the company against electric charges.
The other adequate measures are being taken to conserve the energy.
b) Technological Absorption:
The Company has imported machines from China and Czech Republic to upgrades its technological inputs for its products. However presently company has no collaboration arrangement with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The actual foreign exchange earnings (inflow) of the Company during the financial year has been Rs 1150.33 lakhs from Exports of Glass Beads, Handicrafts and other items. The actual foreign Exchange Outflow during the year has been Rs. 113.71 lakhs for the import of materials, foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERNANCE:
Corporate Governance Report, Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance are annexed herewith to this report.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
NUMBER OF MEETING OF BOARD
Four Board Meetings were held during the F.Y. on 25th Mayâ 2017, 27th July, 2017, 26th October , 2017, 25th January, 2018.
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).
All the Independent Directors have given their declaration as per Section 149(7) that they meet the criteria of independence as provided in section 149(6) of the Companies Act 2013.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION-
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31.03.2018, the board consists of 6 members, three of whom are executive or whole-time directors including one woman and three are independent directors.
The policy of the company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
FIXED DEPOSITS FROM PUBLIC:
The Company have not accepted any fixed deposits and as such, no amount of principal interest was outstanding as of the balance sheet date.
FINANCE
The Company has taken limit from Yes Bank of Rs. 1500.00 lakhs and the amount of loan outstanding as on 31.3.2018 was Rs.190.30 lakhs.
DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.
Loans given and Investments made are given under the respective heads of the Balance Sheet.
No Corporate Guarantees given by the Company in respect of loans as at 31st March, 2018.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditorsâ Certificate thereon, and the Management Discussion and Analysis are attached, which form part of this report.
As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility Report is attached and is a part of this annual report.
As per Regulation 43A of the SEBI Listing Regulations, the Dividend Distribution Policy is disclosed in the Corporate Governance Report and on the website of the Company.
TRANSACTIONS WITH RELATED PARTIES.
None of the transactions with related parties falls under the scope of section 188(1) of the Act as all the transaction are done at arm length price during ordinary course of business. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure III in Form AOC-2 and the same forms part of this report.
Particulars of contract U/s 188
Transactions, i.e. the Companyâs transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Companyâs interests at large.
During the period under review, the Company had not entered into any material transaction with any of its related parties that may have potential conflict with the Companyâs interests at large. Although all the transactions with related parties are done at arm length price, but in compliance of Ind AS 24 the disclosure of transactions with related parties are set out in Note No. 31 of Financial Statements which is forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY.
The Provision of Section 135 of Companies Act 2013 concerning with Corporate Social Responsibility is not applicable during the F.Y. 2017-18.
The company has made CSR project/activities on âRenewable Energy Projectsâ through trust towards installation of 20 KVA Solar Project. The cost of said solar project was Rs. 17.50 lacs but Company has made CSR payment Rs. 8.51 lacs to the Trust during this financial year against the CSR amount of Rs. 8.25 lacs. The said Solar Project has been duly completed and started to generate power.
The said 20 KVA Solar Project will reduce Carbon (Co) emission approx thirty ton in a year. It is great benefit to the nature and society.
The average net profit of the company for last three financial years is Rs. 3.90 Crore and for immediate preceding financial year is Rs. 1.67 Crore. Hence CSR provisions do not apply during the current financial year to the company. The relevant attachment is attache at the end of this board report.
EVALUATION REPORT ON CAPITAL
The Provision of Evaluation on Capital is not applicable to the Company. Besides that the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.
INCREASE IN PAID-UP CAPITAL-
During the year one shareholder calls in arrears amount Rs.500 have been realised. After giving effect of said receipt, the paid-up capital changed/ increased to Rs. 66138720 from Rs. 66138220. The balance calls in arrears are @ Rs. 5 per share on 44700 shares amounting to Rs. 223500/
MATERIAL CHANGES :
No material changes were made during the year which affects the financial and commitments of the Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
PARTICULARS OF EMPLOYEES:
The details pertaining to remuneration 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.
(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
|
Sl. No. |
Name of Director/KMP and Designation |
Remuneration of Director/KMP for financial year 201718 in Rs |
% increase in Remuneration in the Financial Year 2017-18 |
Ratio of remuneration of each Director/to median remuneration of employee |
Comparison of the Remuneration of the KMP against the performance of the Company |
|
1 |
Ashok Kumar Gupta Chairman & Managing Director |
2400000 |
NIL |
30.62 |
|
|
2 |
Siddharth Gupta CEO & Managing Director |
1666560 |
NIL |
21.26 |
|
3 |
Shalini Chandra Executive Director |
672000 |
NIL |
8.57 |
|
|
4 |
Ramesh Kumar Singh Company Secretary |
794880 |
8.11% |
10.14 |
Profit before Tax Decrease By 17.52% and Profit After Tax Decrease by 17.14% in Financial year 2017-18 |
|
5 |
Jai Singh Chief Finance Officer |
493680 |
9.65% |
6.30 |
ii) The median remuneration of employees of the Company during the financial year 2017-18 is Rs.78390 and in Financial Year 2016-17 was Rs. 80836.
iii) In the financial year, there was decrease of 3.03 % in the median remuneration of employees;
iv) There were 236 permanent employees on the rolls of Company as on March 31, 2018;
v) Relationship between average increase in remuneration and company performance:-
The Profit before Tax for the financial year ended March 31, 2018 decrease by 17.52 % whereas the decrease in median remuneration was 3.03%.
vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:
The total remuneration of Key Managerial Personnel increased by 1.74 % from 59.24 lacs (annualised) in 2016-17 to 60.27 lacs in 2017-18 whereas the Profit before Tax Decrease by 17.52% to 231.82 lacs in 2017-18 (281.06 lacs in 2016-17) .
vii) a) Variations in the market capitalisation of the Company :
The market capitalisation as on March 31, 2018 was Rs. 4048.01 lacs (Rs. 5073.39 lacs as on March 31, 2017).
b) Price Earnings ratio of the Company was 27.74 as at March 31, 2018 and was 30.46 as at March 31, 2017.
vii) Average percentage increase was made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 is 1.74 % and in the managerial remuneration increase for the last financial year was 2.60 %.
viii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and
ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
TRADING OF SHARES UNDER âBâ GROUP:
The shares of your Company are presently being traded with BSE and NSE Stock Exchanges under âBâ Group.
ACKNOWLEDGMENT:
The Directors wish to place on record their sincere appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
Place : VARANASI (Ashok Kumar Gupta)
Date : 31 05. 2018 Chairman & Managing Director
Mar 31, 2016
Dear Shareholders,
The Director are pleased to present tJhsP1 Annual Reports together with the Audited Accounts of the Company for the year ended on 31 Marchâ 2016.
FINANCIAL RESULTS:
|
2015-2016 |
2014-2015 |
|
|
(Rs. in lacs) |
(Rs. in lacs) |
|
|
Revenue from Operation s |
2474.28 |
2356.93 |
|
Net Profit Before Taxation |
1625.82 |
263.04 |
|
Net Profit after taxation |
43154 |
160.68 |
|
Balance of Profit & Loss Account B/F |
950.98 |
886.90 |
|
APPROPRIATIONS: |
||
|
Transfer to General Reserve |
15.00 |
10.00 |
|
Interim Dividend Paid @ 25 per Share Previous Year @Rs. 100 per share. |
165.91 |
66.36 |
|
Tax on Dividend |
33.98 |
10.77 |
|
Depreciation related to earlier years |
0.00 |
9.47 |
|
T axes of earlier Years |
0.64 |
0.00 |
|
Balance of Profit & Loss Account C/F |
1166.99 |
950.98 |
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section (5) of the Companies Act2013 , the Directors hereby state and confirm
(a) in the preparation of the annual accounts, the applicable accounting ranched been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting 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 bas is; and
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Comparer/worsted by the internal, statutory and secretarial audit and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2015-16.
OPERATION:
During the year turnover of your Company slightly increased. The Export is increased by around 20% despite decline of beads. recession in global economy, fluctuation in foreign currency and dumping by China. However due to decline in domestic dates'' it over could be increased slightly
DIVIDENDS:
Based on the Companyâs performance during the year 2015-206, the Board of Directors decided to make payment an interim dividend of Rs. 250/ - per share and their meeting held ont9 M arch 206 .The Board decided not the commend any further final dividend
TRANSFER TO RESERVES:
The Board of the director has proposed to transfer Rs5 .00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of R s26.01 lakhs is proposed to be retained in the Profit and Loss Account after provision of proposed dividend and taxes on taxes of earlier year
SETTLEMENT OF MANAGEMENT DISPUTES:
As already reported that the Special Leave Petitioned no. 2565 -256612007 filed by Shri Ajit Kumar Gupta and other against Honâble CLB order in the matter of C.P. No. 14/9$ still pending before Honâble Supreme Court for appropriate order The matters still pending before Honâble Supreme Court for final hearing/decision The Management does not reasonably expect that the Special Leave Petition, when ultimately concluded and determined, will have: material and adverse effect on the Companyâs results of operations or financial condition.
However in view of Honâble Supreme Court order Mr. Raj Kumar Gupta illegally stating himself as Executive Director & of the Company using letter head company and sending fake and baseless letters to the Companies Board has rejected all such illegal baseless letters Mr. Raj Kumar Gupta .
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:
Managementâs Discussion and Analysis Report for the year under review, as stipulated under regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations (SEBI LODR) is presented in a separate section forming part of the Annual Report .
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of section 49 of the Act, Mr. Ashok Kumar Kapoor, Mr. Praveen Anand Tanmay Deva were appointed as independent directors at the annual general meeting of the Company held on A3gust. They have submitted a declaration that each of them meets the criteria of independence as provided in section 49(6) of the Act and there has been no change in the affect their status as independent director during the year.
Mr. Siddharth Gupta retires by rotation and being eligible has offered himself appointment. If r-appointed, he will continue as director and Chief Executive Officer & Managing Director of the company 1st February 2019.
During the year, executive directors of the Company had no pecuniary relationship or transactiortsiawi3;iompany, other than the sitting fees, commission and reimbursement of expenses incurred by them purpose of attending meetings of the Company.
Pursuant to the provisions of section 2013 of the Act, the key managerial personnel of the Company are Mr. Ashok Kumar Gupta, & Chairman Managing Director Mr. Siddharth Gupta, Chief Executive Officer and Managing Director Chandra, Executive Director;. Jai Singh, Chief Financial Officer and Mr. R.K. Singh, Company Secretary. There has been no change in the key managerial.
BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own performance committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements subscribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations 2015 (âSEBI Listing Regulationsâ).
The performance of the committees was evaluated by the board after seeking inputs from the committee of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and he nomination and remuneration committee reviewed the performance of the individual directors basis of the criteria such as the contribution of the individual director to the board and committee meeting preparedness on the issues to be discus meaningful and constructive contribution and inputs in meetings, In addition, the chairman was also evaluated on the key aspects of hi s role.
In a separate meeting of independent directors, performance independent directors, performance the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, in which performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent being evaluated.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the management discussion & Analysis part of this report .
AUDIT COMMITTEE
The details pertaining to company of audit committee are included in the Corporate Governance which, forms part of this report.
Re-APPOINTMENT OF AUDITORS AND AUDITOR REPORT:
M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the Corporate of the statutory auditors of the Company id are eligible for re-appointment, pursuant to the provisions of section 39 of the Companies Act, 2013 and the Rules framed there opposed to re-appointment of M/s Kamal Kishore & Co., Chartered Accountant statutory auditors of the Company from the conclusion of the AGM to till the conclusion of the thirty seventh AGM to be held in the year They have confirmed their reliability to the effect that their appointment, if made, would be within their prescribed limits under the Act and that they are not disqualified appointment.
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ
Report does not contain any disqualification, reservation or adverse remark.
SECRETARIAL AUDITOR:
The Board has appointed Mr. P. N. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year Secretarial Audit Report for the financial year ended March31 2016 is annexed herewith marked as Annexure -I to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
RISK MANAGEMENT
The board of directors of the Company has a risk management committee to frame, implement monitor the risk management plan for the Company. The committee is responsible for reviewing the management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically send mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered management discussion and analysis, which forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Returns [Pursuant to section 92(30)0f the Companies Act, 2013 and rule 13(I) of the Companies (Management and Administration) Rules,0!4] as oh the financial year ended 31.03.2016 is attached a Annexure- II with this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information as per Section) 143 (3) of the Companies Act 2013 read with Companies Accounts)Rules, 2014 are furnished as under:
a) Conservation of Energy :
The operations of the Company involve low energy assumption The company has installed Solar Power Plant of 150 KVA. Other adequate measures are being taken to conserve the energy.
b) Technological Absorption:
The Company has imported machines from China and Check Republic to upgrades technological inputs for its product However presently company has no collaboration arrangement with any foreign organization
c) Foreign Exchange Earning and Outgo:
The actual foreign exchange earnings(inflow) of the Company during the financial year has been176.69 lakhs from Exports of Glass Beads, Hand knotted Carpets, Handicrafts and other items from forego Exchange Outflow during the year has been for the import of materials, foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERNANCE:
Corporate Governance Report Management Discussion and Analysis statement and Business Responsibility Report and a certificate from the Auditors confirming compliance annexed herewith to this report.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company the end of the financial year to which this financial statements relate the date of the report. .
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture Associate Company
NUMBER OF MEETING OF BOARD
Five Board Meetings were held during the F.Y.26th Mayâ 2015, 31st July, 2015, 30th October , 2015, 25th January, 2016 & 9th March, 2016 .
STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149 (6).
All the Independent Directors have given their declaration Section 49(7) that they meet the. interia of independence as provided in section 149(6) of the Companies Act 2013.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION-
The current policy is to have an appropriate mix of executive and independent directors to maintain the independent Board separate its functions of governance and management. As or B10B.20^ the board consists of members, there of whom are executive or whole time directors including ore woman and there are independent directors.
The policy of the company 0HJirect0fs appointment and remuneration, including criteria for determining qualifications, posit attributes, independence of a doctor and other matters provided under -Suction (3) of section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
FIXED DEPOSITS FROM PUBLIC:
The Company have not accepted an fixed deposits and as such, no amount of principal interest was not of the balance sheet date.
PARTICULARS OF EMPLOYEES AS PER RULE 5(2) OF CHAPTER XIII, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 -
The company did not have any employee covered by the provisions of Rule215(of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
FINANCE
The Company has taken limit for Yes Bank of Rs. 1500.00 lakhs and the amount of loan outstanding as of 313.20 was Rs509.03 lakhs.
DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013.
Loans given and Investments made are given under the respective heads Balance Sheet.
No Corporate Guarantees given by the Company in respect loans as at 31st March, 2016
TRANSACTIONS WITH RELATED PARTIES.
None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information or parties pursuant to section 134(B3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are give Annexure III in Form AOC2 and the same forms part of this report.
Particulars of contract U/s 188
Transactions, i.e. the Companyâs transactions that are of material nature, with its Promoters, Directors and the management, their relatives or subsidiaries, among others that may have potential conflict with the Companyâs interests at large.
During the period under review, the Company had not entered into any material of its related part that may have potential conflict with the Companyâs interests at large. None of the transactions with any of related parties were in conflict with the Companyâs interest. Attention of members is drawn to the disclosure with related parties set out in Note No. 76. Financial Statements, forming part of the Annual Report. The related party transactions are entered into based or considerations of various business in operations, sectoral specialization and the Companyâs long-term strategy for sectarian vestments, optimization of market share, profitability, legal requirements, liquidity and capital resources of subsidiaries and associates.
All related party transactions are regarding an area length basis, and are intended to further the Companyâs interests.
CORPORATE SOCIAL RESPONSIBILITY
The Provision social Responsibility s not applicable to the Company .
EVALUATION REPORT ON CAPITAL
The Provision of valuation or Capital is not applicable to the company. Besides that the Board met time to time and appraised performance of the Company. The ways and means were made to increase the business and growth of the Company.
INCREASE IN PAID-UP CAPITAL-
During the year s shareholders calls in arrears amount Rs.3000 have been realized giving effect of said receipt, the âpaper capital changed/ increased to Rs. 66137720 from Rs.66134720. The balance calls in arrears are @ Rper5 share or 44900 shares amounting Rs 224500 /-
MATERIAL CHANGES :
No material changes in made during the year which affects the financial commitments of the Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
CREDIT RATING :
The company had been recognized/rated is â ICRA SME 2â by ICRA Ltd will be expired on 22.07.201 6 and the same is under renewal process. TRADING OF SHARES UNDERâBâ GROUP:
The shares of your Company are presently giving traded with BSE and NSE stock Exchanges under1 Bâ Group.
ACKNOWLEDGMENT:
The Directors wish to place or record deference appreciation of the devoted and efficient services rendered by all officers, employees and others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
Sd/-
Place : VARANAS I (Ashok Kumar Gupta)
Date : 26 05. 2016 Chairman & Managing Director
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 35th Annual Reports together
with the Audited Accounts of the Company for the year ended on 31st
March'' 2015.
FINANCIAL RESULTS:
2014-2015 2013-2014
(Rs. in lacs) (Rs. in lacs)
Revenue from Operations 2356.93 2657.15
Net Profit Before Taxation 263.04 349.71
Net Profit after taxation 160.68 258.41
Balance of Profit & Loss Account B/F 886.90 818.25
APPROPRIATIONS:
Transfer to General Reserve 10.00 36.00
Interim Dividend Paid @ 2.5 per Share
Dividend Proposed @1.00 per Share 66.36 132.72
Tax on Dividend 10.77 21.53
Depreciation related to earlier years 9.47 0.00
Taxes of earlier Years 0.00 -0.49
Balance of Profit & Loss Account C/F 950.98 886.90
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(5) of the Companies Act, 2013,
the Directors hereby state and confirm -
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
OPERATION:
During the year the turnover of the Company has been decreased despite
taking all reasonable steps.
DIVIDENDS:
Based on the Company''s performance during the year 2014-15, the Board
of Directors decided to recommend dividend of Rs.1/- (i.e.
10%) per share amounting to Rs. 7712783 (inclusive of tax of Rs.
1076561). The dividend payout is subject to approval of members at the
ensuing Annual General Meeting.
TRANSFER TO RESERVES:
The Board of the directors has proposed to transfer Rs. 10.00 Lakhs to
the General Reserve out of the amount available for appropriations and
an amount of Rs 73.55 lakhs is proposed to be retained in the Profit
and Loss Account after provision of proposed dividend and taxes there
on. Adjustment of Rs.9.47 Lakhs have been made in the Retained earnings
for depreciation on fixed assets whose useful life has been expired
before 1.4.2014.
SETTLEMENT OF MANAGEMENT DISPUTES:
As already reported that the decade old disputes between the two Groups
of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta
Group stands resolved by order dated 04.07.2007 read with order dated
03.08.2007 passed by the Hon''ble Company Law Board in C.P. No. 14/99.
The directions given by the CLB vide the aforesaid two orders were
implemented and communicated to the Shareholders as part of Annual
Report forming part of published Accounts for the F.Y.2006-2007 and
onwards. However in this regard the Special Leave Petition vide no.
25165-25166/2007filed by Shri Ajit Kumar Gupta and others is still
pending before Hon''ble Supreme Court for appropriate order. The matter
is still pending before Hon''ble Supreme Court for final
hearing/decision. Since long back the case is listing in weekly list
instead of final list for hearing, company is trying for final hearing
at the eeliest. The matter is proposed to come in first week of July,
2015.
The Management does not reasonably expect that the Special Leave
Petition, when ultimately concluded and determined, will have a
material and adverse effect on the Company''s results of operations or
financial condition.
However in view of Hon''ble Supreme Court order Mr. Raj Kumar Gupta
illegally stating himself as Executive Director and CEO of the Company,
using letter head of Company and sending fake and baseless letters to
the Company. The Board has rejected all such illegal and baseless
letters of Mr. Raj Kumar Gupta.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
DIRECTORS:
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Ashok
Kumar Kapoor, Mr. Praveen Singh and Mr. Tanmay Deva as Independent
Directors of the Company. Further in accordance with the provisions of
section 149 of the Act, these Directors are being appointed as
Independent Directors to hold office as per their tenure of appointment
mentioned in the Notice of this Annual General Meeting (AGM) of the
Company.
Mrs Shalini Chnadra who was appointed as Additional Director as
Executive Director on 01.03.2015 and holds the said office till the
date of the Annual General Meeting. A notice has been received from a
member proposing her candidature for his reappointment.
Mr. Ashok Kumar Gupta, Director, retires by rotation and being eligible
has offered himself for re-appointment.
RE- APPOINTMENT OF SHRI ASHOK KUMAR GUPTA, AS MANAGING DIRECTOR.
The Company has filed by complying all relevant provisions and approval
of Nomination and Remuneration Committee and approval of board an
application before Central Govt. on 18.02.2014 and on 09.08.2014 under
Sections 196, 197, 203 and any other applicable provisions of the
Companies Act, 2013 and the rules made there under read with Schedule V
to the Companies Act, 2013 to get permission of re- appointment of Shri
Ashok Kumar Gupta, as Managing Director a further period of five years,
w.e.f. 1st April'' 2014. The same is still pending before Central
Government for appropriate decision.
The company has not paid any remuneration to him for want of said
approval and if the approval is granted from the date of re
appointment, then the company will have to pay remuneration of Rs 24.00
Lakhs and and provident fund contribution amounting to 2.88 Lakhs. The
whole amount has been shown as contingent liabilities of the company in
note no. 26.
Key Managerial Personnel -
During the year Shri Jai singh has been appointed as Chief Financial
officer.
APPOINTMENT OF AUDITORS AND AUDITOR REPORT:
M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the
Company, who are the statutory auditors of the Company, hold office
till the conclusion of the forthcoming AGM and are eligible for
re-appointment. Pursuant to the provisions of section 139 of the
Companies Act, 2013 and the Rules framed there under, it is proposed to
appoint M/s Kamal Kishore & Co., Chartered Accountants, as statutory
auditors of the Company from the conclusion of the forthcoming AGM till
the conclusion of the thirty seventh AGM to be held in the year 2017,
subject to ratification of their appointment at every AGM. They have
confirmed their eligible to the effect that their re-appointment, if
made, would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any disqualification, reservation or
adverse remark.
SECRETARIAL AUDITOR:
The Board has appointed Mr. P. N. Gupta, Practicing Company Secretary,
to conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended March31, 2015 is
annexed herewith marked as Annexure -I to this report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
EXTRACT OF ANNUAL RETURN
The extract of Annual Returns [Pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014] as on the financial year ended on
31.03.2015 is attached as Annexure- II with this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information as per Section 134 (3) (m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 are furnished as under:
a) Conservation of Energy :
The operations of the Company involve low energy consumption. Adequate
measures have been taken to conserve the energy.
b) Technological Absorption:
The Company has imported machines from China and Check Republic to
upgrades its technological inputs for its products. However presently
company has no collaboration arrangement with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The actual foreign exchange earnings (inflow) of the Company during the
financial year has been Rs 1651.87 lakhs from Exports of Glass Beads,
Hand knotted Carpets, Handicrafts and other items. The actual foreign
Exchange Outflow during the year has been Rs. 223.08 lakhs for the
import of materials, foreign traveling expenses and other sales
promotional activities.
CORPORATE GOVERNANCE:
Corporate Governance Report, Management Discussion and Analysis
statement and Business Responsibility Report and a certificate from the
Auditors confirming compliance are annexed herewith to this report.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
Number of meeting of board
Four Board Meetings were held during the F.Y. on 29th May'' 2014, 31st
July, 2014, 30th October , 2014 & 22nd January, 2015.
Statement of declaration given by independent directors U/s 149 (6).
All the Independent Directors have given their declaration as per
Section 149(7) that they meet the criteria of independence as provided
in section 149(6) of the Companies Act 2013.
Policy on directors'' appointment and remuneration-
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on 31.03.2015,
the board consists of 6 members, three of whom are executive or
whole-time directors including one woman and three are independent
directors.
The policy of the company on directors appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub-section
(3) of section 178 of the Companies Act, 2013. We affirm that the
remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
FIXED DEPOSITS:
We have not accepted any fixed deposits and as such, no amount of
principal interest was outstanding as of the balance sheet date.
Particulars of employees as per Rule 5(2) of Chapter XIII, the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 -
The company did not have any employee covered by the provisions of Rule
5(2) of Chapter XIII, the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
FINANCE
The Company has repaid loan taken from Bank of Baroda and Yes Bank has
sanctioned fresh limits of Rs. 1500.00 lakhs during the year and the
amount of loan outstanding as on 31.3.2015 was Rs.1494.43 lakhs.
DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED
U/S 186 (4) OF THE COMPANIES ACT, 2013.
Loans given and Investments made are given under the respective heads.
No Corporate Guarantees given by the Company in respect of loans as at
31st March, 2015.
Particulars of contract U/s 188
Transactions, i.e. the Company''s transactions that are of material
nature, with its Promoters, Directors and the management, their
relatives or subsidiaries, among others that may have potential
conflict with the Company''s interests at large.
During the period under review, the Company had not entered into any
material transaction with any of its related parties. None of the
transactions with any of related parties were in conflict with the
Company''s interest. Attention of members is drawn to the disclosure of
transactions with related parties set out in Note No. 27 of Financial
Statements, forming part of the Annual Report. The related party
transactions are entered into based on considerations of various
business exigencies, such as synergy in operations, sectoral
specialization and the Company''s long-term strategy for sectoral
investments, optimization of market share, profitability, legal
requirements, liquidity and capital resources of subsidiaries and
associates.
All related party transactions are negotiated on an arm''s length basis,
and are intended to further the Company''s interests.
Corporate social responsibility
The Provision of Social Responsibility is not applicable to the
Company.
Evaluation report on capital
The Provision of Evaluation on Capital is not applicable to the
Company. Besides that the Board met time to time and appraised
performance of the Company. The ways and means were made to increase
the business and growth of the Company.
MATERIAL CHANGES :
No material changes were made during the year which affects the
financial and commitments of the Company.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
CREDIT RATING :
The company had been recognized/rated as " ICRA SME 2" by ICRA Ltd.
Expired on 26.3.2015 and the same is under renewal process.
TRADING OF SHARES UNDER "B" GROUP:
The shares of your Company are presently being traded with BSE and NSE
Stock Exchanges under "B" Group.
ACKNOWLEDGMENT:
The Directors wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers, employees and
others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
Sd/-
Place : VARANASI (Ashok Kumar Gupta)
Date : 25 05. 2015 Chairman & Director
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present the 33rd Annual Reports together
with the Audited Accounts of the Company for the year ended on 31st
March'' 2013.
FINANCIAL RESULTS:
2012-2013 2011-2012
(Rs. in lacs) (Rs. in lacs)
Revenue from Operations 2768.27 3386.20
Net Profit Before Taxation 402.67 596.74
Net Profit after taxation 330.75 473.41
Balance of Profit & Loss Account B/F 753.95 636.55
APPROPRIATIONS:
Transfer to General Reserve 50.00 47.50
Interim Dividend Paid @ 2.5 per Share 165.91 165.91
Final Dividend Proposed @ 1.5 per Share 0 99.54
Tax on Dividend 26.91 43.06
Taxes of earlier Years 23.63 0.00
Balance of Profit & Loss Account C/F 818.25 753.95
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors hereby state and confirm -
a) That in preparation of Annual Accounts for the F.Y. ended on
31.03.2013, the applicable accounting standards have been followed ;
b) That the directors selected such accounting policies and applied
them consistently and made judgments and estimates, that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Profit &
Loss Accounts of the Company.
c) That 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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;
d) That the Directors have prepared the Annual Accounts on a "going
concern" basis. OPERATION:
During the year the turnover of the Company has declined by 16.92% as
the export industry is also facing consequential effect of global
slowdown.
DIVIDENDS:
Based on the Company''s performance during the year 2012-2013, the Board
of Directors decided to make payment an interim dividend of Rs. 2.50/-
per share and not recommend for final dividend.
TRANSFER TO RESERVES
The Board of the directors has proposed to transfer Rs. 50.00 Lakhs to
the General Reserve out of the amount available for appropriations and
an amount of Rs 64.30 lakhs after adjustment of Rs.23.63 Lakhs of
Earlier year taxes is proposed to be retained in the Profit and Loss
Account.
SETTLEMENT OF MANAGEMENT DISPUTES:
As already reported that the decade old disputes between the two Groups
of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta
Group stands resolved by order dated 04.07.2007 read with order dated
03.08.2007 passed by the Hon''ble Company Law Board in C.P. No. 14/99.
The directions given by the CLB vide the aforesaid two orders were
implemented and communicated to the Shareholders as part of Annual
Report forming part of published Accounts for the F.Y.2006-2007 and
onwards. However in this regard the Special Leave Petition vide no.
25165- 25166/2007filed by Shri Ajit Kumar Gupta and others is still
pending before Hon''ble Supreme Court for appropriate order.
DIRECTORS:
Shri Ashok Kumar Kapoor retires from Board of Directors by rotation in
accordance with the provisions of the Companies Act and being eligible,
offers himself for re-appointment.
RE-APPOINTMENT OF AUDITORS:
M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the conclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to accept the office if re-appointed as Auditors of the
Company. M/s Kamal Kishore & Co., Chartered Accountants have under
Section 224(1) of the Companies Act, 1956 furnished a Certificate of
their eligibility for re-appointment and they hold valid certificate of
having Peer Reviewed of their firm.
PARTICULARS OF EMPLOYEES:
The company did not have any employee covered by the provisions of
Section 217(2A) of the Companies Act'' 1956, read with Companies
(Particulars of Employee) Rules 1975 for F.Y. 2012-2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information as per Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are furnished as under:
a) Conservation of Energy : The operations of the Company involve low
energy consumption. Adequate measures have been taken to conserve the
energy.
b) Technological Absorption: The Company has imported machines from
China and Check Republic to upgrades its technological inputs for its
products. However presently company has no collaboration arrangement
with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The foreign exchange earnings of the Company during the financial year
has been Rs 2013.30 lakhs from Exports of Glass Beads, Hand knotted
Carpets, Handicrafts and other items. The foreign Exchange Outflow
during the year has been Rs. 423.71 lakhs for the import of materials,
foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERNANCE:
Corporate Governance Report, Management Discussion and Analysis
statement and Business Responsibility Report and a certificate from the
Auditors confirming compliance are attached to this report.
FIXED DEPOSITS :
The Company has not accepted any fixed deposits during the year.
FINANCE
The Company had availed loans of Rs. 480.67 Lacs from Bank during the
F.Y. ended on 31.03.2013.
CREDIT RATING :
The company has been recognized/rated as " ICRA SME 2" by ICRA Ltd.
TRADING OF SHARES UNDER "B" GROUP:
The shares of your Company are presently being traded with BSE and NSE
Stock Exchanges under "B" Group on Periodic Call Auction basis.
ACKNOWLEDGMENT:
The Directors wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers, employees and
others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
Sd/-
Place : VARANASI (Ashok Kumar Gupta)
Date : 30. 05. 2013 Chairman & Managing Director
Mar 31, 2012
The Directors are pleased to present the 32nd Annual Reports together
with the Audited Accounts of the Company for the year ended on 31st
March 2012.
FINANCIAL RESULTS:
2011-2012 2010-2011
(Rs. in lacs) (Rs. in lacs)
Revenue from Operations 3386.20 3863.28
Net Profit Before Taxation 596.74 555.46
Net Profit after taxation 473.41 495.15
Balance of Profit & Loss Account B/F 636.55 327.33
APPROPRIATIONS:
Transfer to General Reserve 47.50 -
Interim Dividend Paid @ 2.5 per Share 165.91 -
Final Dividend Proposed @ 1.5 per Share 99.54 -
Tax on Dividend 43.06 -
Balance of Profit & Loss Account C/F 753.95 636.55
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors hereby state and confirm -
a) That in preparation of Annual Accounts for the F.Y. ended on
31.03.2012, the applicable accounting standards have been followed;
b) That the directors selected such accounting policies and applied
them consistently and made judgments and estimates, that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Profit &
Loss Accounts of the Company.
c) That 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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;
d) That the Directors have prepared the Annual Accounts on a "going
concern" basis.
OPERATION:
During the year the turnover of the Company has declined by 14.23% as
the export industry is also facing consequential effect of global
slowdown.
DIVIDENDS :
Based on the Company's performance during the year 2011-2012, the
Board of Directors decided to make payment of interim dividend and to
recommend final dividend.
In September, 2011, the company has paid an interim dividend of Rs.
2.50/- per share.
The Board of Directors have recommended a final dividend of Rs. 1.50/-
per share.
The final dividend on the Equity Shares, if approved by the member
would involve a cash outflow of Rs. 115.69 Lakhs including dividend
tax. The total cash outflow on account of dividend including dividend
tax for the year 2011-2012 including interim dividends Rs. 16590555/-
already paid, would aggregate Rs. 30851132 /- resulting in a payout of
65.17 % of the net profit of the Company.
TRANSFER TO RESERVES
The Board of the directors have proposed to transfer Rs. 47.50 Lakhs to
the General Reserve out of the amount available for appropriations and
an amount of Rs 117.40 lakhs is proposed to be retained in the Profit
and Loss Account.
SETTLEMENT OF MANAGEMENT DISPUTES:
As already reported that the decade old disputes between the two Groups
of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta
Group stands resolved by order dated 04.07.2007 read with order dated
03.08.2007 passed by the Hon'ble Company Law Board in C.P. No. 14/99.
The directions given by the CLB vide the aforesaid two orders were
implemented and communicated to the Shareholders as part of Annual
Report forming part of published Accounts for the F.Y.2006-2007 and
onwards. However in this regard the Special Leave Petition vide no.
25165- 25166/2007filed by Shri Ajit Kumar Gupta and others is still
pending before Hon'ble Supreme Court for appropriate order.
DIRECTORS:
Shri Tanamy Deva retires from Board of Directors by rotation in
accordance with the provisions of the Companies Act and being eligible,
offers himself for re-appointment.
RE-APPOINTMENT OF AUDITORS:
M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the conclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to accept the office if re-appointed as Auditors of the
Company. M/s Kamal Kishore & Co., Chartered Accountants have under
Section 224(1) of the Companies Act, 1956 furnished a Certificate of
their eligibility for re-appointment and they hold valid certificate of
having Peer Reviewed of their firm.
The company did not have any employee covered by the provisions of
Section 217(2A) of the Companies Act' 1956, read with Companies
(Particulars of Employee) Rules 1975 for F.Y. 2011-2012.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information as per Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are furnished as under:
a) Conservation of Energy :
The operations of the Company involve low energy consumption. Adequate
measures have, however, been taken to conserve the energy.
b) Technological Absorption:
The Company has its own technological inputs for its products,
developed in house with the efforts of experienced staffs and the same
have been upgraded from time to time. However presently company has no
collaboration arrangement with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The foreign exchange earnings of the Company during the financial year
has been Rs 2912.46 lakhs from Exports of Glass Beads, Hand knotted
Carpets, Handicrafts and other items. The foreign Exchange Outflow
during the year has been Rs. 211.28 lakhs for the import of materials,
foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERNANCE:
Corporate Governance Report and Management Discussion and Analysis
statement and a certificate from the Auditors confirming compliance are
attached to this report.
FIXED DEPOSITS :
The Company has not accepted any fixed deposits during the year.
FINANCE
The Company had availed loans of Rs. 636.99 from Bank during the F.Y.
ended on 31.03.2012.
REVOCATION OF SUSPENSION AND TRADING OF SHARES :
The Bombay Stock Exchange has revoked suspension w.e.f. 19.08.2011
under "I" group and NSE has revoked suspension w.e.f. 15.12.2011
the shares are presently being traded with both stock exchanges.
ACKNOWLEDGMENT:
The Directors wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers, employees and
others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
Place : VARANASI (Ashok Kumar Gupta)
Date : 30. 05. 2012 Chairman & Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the 31 st Annual Reports together
with the Audited Accounts of the Company for the year ended on 31st
March' 2011.
FINANCIAL RESULTS:
2010-2011 2009-2010
(Rs. in lacs) (Rs. in lacs)
TOTAL TURNOVER 3518.33 3327.32
Net Profit Before Taxation 555.46 467.89
Provision for Taxation 60.31 13.60
Net Profit after taxation 495.15 454.28
Balance of Profit & Loss Account B/F 327.33 -92.03
Deferred Tax Adjustment -185.93 -34.92
Balance of Profit & Loss Account C/F 636.55 327.33
APPROPRIATIONS:
Proposed Dividend NIL NIL
Transfer to General Reserve NIL NIL
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors hereby state and confirm -
a) That in preparation of Annual Accounts for the F.Y. ended on
31.03.2011, the applicable accounting standards have been followed;
b) That the directors selected such accounting policies and applied
them consistently and made Judgments and estimates, that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Profit &
Loss Accounts of the Company.
c) That 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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;
d) That the Directors have prepared the Annual Accounts on a "going
concern" basis.
OPERATION:
During the year the turnover of the Company has been increased by 5.74
% besides facing all adverse situation.
DIVIDENDS:
No dividend has been recommended for the year.
SETTLEMENT OF MANAGEMENT DISPUTES:
As already reported that the decade old disputes between the two Groups
of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta
Group stands resolved by order dated 04.07.2007 read with order dated
03.08.2007 passed by the Hon'ble Company Law Board in C.P. No. 14/99.
The directions given by the CLB vide the aforesaid two orders were
implemented and communicated to the Shareholders as part of Annual
Report forming part of published Accounts for the F.Y.2006-2007 and
onwards. However in this regard the Special Leave Petition vide no.
25165- 25166/2007 filed by Shri Ajit Kumar Gupta and others is still
pending before Hon'ble Supreme Court for appropriate order.
DIRECTORS:
Shri Praveen Singh retires from Board of Directors by rotation in
accordance with the provisions of the Companies Act and being eligible,
offers himself for re-appointment.
RE-APPOINTMENT OF AUDITORS:
M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the conclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to be re-appointed as Auditors of the Company. M/s Kamal
Kishore & Co., Chartered Accountants have under Section 224(1) of the
Companies Act, 1956 furnished a Certificate of their eligibility for
re-appointment and they hold valid certificate of having Peer Reviewed
of their firm.
PARTICULARS OF EMPLOYEES:
The company did not have any employee covered by the provisions of
Section 217(2A) of the Companies Act' 1956, read with Companies
(Particulars of Employee) Rules 1975 for F.Y. 2010-2011.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information as per Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are furnished as under:
a) Conservation of Energy:
The operations of the Company involve low energy consumption. Adequate
measures have, however, been taken to conserve the energy.
b) Technological Absorption:
The Company has its own technological inputs for its products,
developed in house with the efforts of experienced staffs and the same
have been upgraded from time to time. However presently company has no
collaboration arrangement with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The foreign exchange earnings of the Company during the financial year
has been Rs 3292.16 lacs from Exports of Glass Beads, Hand knotted
Carpets, Handicrafts and other items. The foreign Exchange Outflow
during the year has been Rs. 351.35 lacs for the import of materials,
foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance has been setup, which is
ensuring proper implementations of the relevant requirements. A report
on Corporate Governance and a certificate from the Auditors confirming
compliance is part of this Report.
AWARDS / RECOGNITIONS :
The company has received a Special Export Award from CAPEXIL on 4th
March, 2011 for SSI Sector in recognition of Export achievement in
respect of Glass Beads & False Pearls for the year 2009-2010.
By EPCH Lifetime achievement award to the Chairman & Managing Director
of the company for outstanding contribution to the promotion of fashion
jewelry accessories. Udayami Samman - 2010 by Zee News Uttar Pradesh.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits during the year.
REVOCATION OF SUSPENSION OF TRADING:
After long persuasion with the Bombay Stock Exchange, the BSE has
agreed in principle to revoke the suspension of trading wide their
letter dated 28.3.2011 subject to fulfillment of certain conditions.
All the requirements of BSE has been complied by the company by
20.4.2011 and now final order for revocation is awaited. However the
revocation of suspension of trading with National Stock Exchange is
still under process.
ACKNOWLEDGMENT:
The Directors wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers, employees and
others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
(Ashok Kumar Gupta)
Chairman & Managing Director
Place : VARANASI
Date : 01.07. 2011
Mar 31, 2010
The Directors are pleased to present the 30lh Annual Reports together
with the Audited Accounts of the Company for the year ended on 31st
March 2010.
FINANCIAL RESULTS:
2009-2010 2008-2009
(Rs. in lacs) (Rs. in lacs)
TOTAL TURNOVER 3327.32 2350.18
Net Profit Before Taxation 467.89 324.44
Provision for Taxation 13.60 2.05
Net Profit after taxation 454.28 322.39
Excess Provision of Taxation
written back 0 0.40
Balance of Profit & Loss Account
B/F -92.03 -386.78
Deferred Tax Adjustment -34.92 -28.05
Balance of Profit & Loss
Account C/F 327.33 -92.03
APPROPRIATIONS:
Proposed Dividend NIL NIL
Transfer to General Reserve NIL NIL
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217(2AA) of the Companies Act, 1956,
the Directors hereby state and confirm -
a) That in preparation of Annual Accounts for the FY. ended on
31.03.2010, the applicable accounting standards have been followed;
b) That the directors selected such accounting policies and applied
them consistently and made judgments and estimates, Jhat are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Profit &
Loss Accounts of the Company.
c) That 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 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;
d) That the Directors have prepared the Annual Accounts on a "going
concern" basis. OPERATION:
During the year the turnover of the Company has been increased by
41.58% besides facing all adverse situation and competition with China.
DIVIDENDS:
Due to adjustment of carried forward losses during the year, no
dividend has been recommended for the year.
SETTLEMENT OF MANAGEMENT DISPUTES:
As already reported that the decade old disputes between the two Groups
of Shareholders namely Raj Kumar Gupta Group and Ashok Kumar Gupta
Group stands resolved by order dated 04.07.2007 read with order dated
03.08.2007 passed by the Honble Company Law Board in C.P. No. 14/99.
The directions given by the CLB vide the aforesaid two orders were
implemented and communicated to the Shareholders as part of Annual
Report forming part of published Accounts for the F. Y.2006-2007 and
onwards. However in this regard the Special Leave Petition field by
Shri Ajit Kumar Gupta and others is still pending before Honble
Supreme Court for appropriate order.
DIRECTORS:
Shri Ashok Kumar Kapoor retires from Board of Directors by rotation in
accordance with the provisions of the Companies Act and being eligible,
offers himself for re-appointment.
Mr. Siddharth Gupta was appointed as an Additional Director by Board of
the Company with effect from 08.07.2010 and he may hold the office of
Director up to the date of forthcoming Annual General Meeting. The
Company has received a notice in writing from a member proposing the
candidature of Mr. Siddharth Gupta for the office of a Director.
Mr. Siddharth Gupta has been appointed as Whole Time Director by Board
on 08.07. 2010. His remuneration and appointment is subject to approval
of Members.
RE-APPOINTMENT OF AUDITORS:
M/s Kamal Kishore & Co., Chartered Accountants, the Auditors of the
Company, who hold office upto the conclusion of the Annual General
Meeting, are eligible for re-appointment and have expressed their
willingness to be re-appointed as Auditors of the Company. M/s Kamal
Kishore & Co., Chartered Accountants have under Section 224(1) of the
Companies Act, 1956 furnished a Certificate of their eligibility for
re-appointment and they hold valid certificate of having Peer Reviewed
of their firm.
PARTICULARS OF EMPLOYEES:
The company did not have any employee covered by the provisions of
Section 217(2A) of the Companies Act 1956, read with Companies
(Particulars of Employee) Rules 1975 for F.Y. 2009-2010.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information as per Section 217 (1) (e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are furnished as under:
a) Conservation of Energy :
The operations of the Company involve low energy consumption. Adequate
measures have, however, been taken to conserve the energy.
b) Technological Absorption:
The Company has its own technological inputs for its products,
developed in house with the efforts of experienced staffs and the same
have been upgraded from time to time. However presently company have no
collaboration arrangement with any foreign organization.
c) Foreign Exchange Earning and Outgo:
The foreign exchange earnings of the Company during the financial year
has been Rs 3029.27 lacs from Exports of Glass Beads, Hand knotted
Carpets, Handicrafts and other items. The foreign Exchange Outflow
during the year has been Rs. 341.64 lacs for the import of materials,
foreign traveling expenses and other sales promotional activities.
CORPORATE GOVERANCE:
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
separate section on Corporate Governance has been setup, which is
ensuring proper implementations of the relevant requirements. A report
on Corporate Governance and a certificate from the Auditors confirming
compliance is part of this Report.
FIXED DEPOSITS :
The Company has not accepted any fixed deposits during the year.
ACKNOWLEDGMENT.
The Directors wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers, employees and
others associated with the Company.
By order of the Board of Directors
For BANARAS BEADS LTD.
Place : VARANASI (Ashok Kumar Gupta)
Date : 08. 07. 2010 Chairman & Managing Director
Mar 31, 2001
The Directors are presenting the 21st Annual Reports together with the
Audited Statements of Accounts of the Company for the year ended on
31st March, 2001. The Managements dispute is still going on. The said
Accounts have been finalised and audited after the intervention of
Honble Company Law Board, dated 02.07.2002.
FINANCIAL RESULTS;
2000-2001 1999-2000
(Rs. in lacs)
TOTAL TURNOVER 653.65 1037.82
Profit for the year (Before Taxation) (237.23) (84.12)
Add: Prior period
Adjustment/Transfer Net - (1.16)
Less: Provision for taxation NIL NIL
Net Profit for the year (237.24) (85.28)
Less: Prior Period
Adjustments/ Transfer (Net) NIL NIL
Available for Appropriation (Loss) (237.24) (85.28)
APPROPRIATIONS
Payment for Taxes NIL NIL
Proposed Dividend NIL NIL
Transfer to General Reserve NIL NIL
Profit & Loss Account Adj with
General Reserve (237.24) (85.28)
DIRECTORS RESPONSIBILITY STATEMENT:
Further the Directors hereby state and confirm regarding Pursuant to
provisions of Section 217(2AA) of the Companies Act, 1956 :-
a) that in preparation of Annual Accounts for the F.Y. ended on
31.03.2001, the applicable accounting standards have been followed ;
b) that the directors selected such accounting policies and applied
them consistently and made judgements and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of financial year and of the
Profit & Loss Accounts of the Company.
c) that the Directors have taken proper and sufficient care for the
maintained of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities ;
d) that the Directors have prepared the Annual Accounts on a "going
concern" basis.
OPERATION:
Turnover of the Company has been declined by 37.01 % (Turnover of
Varanasi office declinded by 34.19 % and Delhi office delcined by
55.06%). The dispute between the Management have adversely affected the
growth of the Company. Your directors are continuously trying to come
out this situation.
DIVIDENDS :
Due to unprecedented reasons the Company has suffered heavy loss during
the year under review. Hence no dividend has been recommended for this
year.
DIRECTORS:
Shri Ashok Kumar Kapoor was re-appointed as the director in the Annual
General Meeting held on 27.09.2001.
AUDITORS & AUDITORS REPORT:
At the Annual General Meeting held on 27th September, 2001 M/s Kamal
Kishore & Co., Chartered Accountants, Varanasi were appointed as
Statutory Auditors of the Company to hold office from the conclusion of
that meeting until the conclusion of the next Annual General Meeting in
glace of M/s R.P. Pandey & Company, Chartered Accountants, Varanasi.
The notes of Accounts referred to in the Auditors Reports are self
explanatory and therefore do not call for any further comments.
PARTICULARS OF EMPLOYEES;
Name of the employees of the company is covered by Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employee)
Rules 1975, as amended do not apply to your Company since no employee
of the Company falls within the limits stipulated under the said Rules.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
AND OUTGO:
Information as per Section 217 (l)(e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are furnished as under.
a) Conservation of Energy:
The company is engaged in the cottage industrial activity which
involves totally manual process. Hence the energy consumption for the
product in which Company is dealing is almost negligible. However, your
Company has suitable arrangement and it is conscious to conserve energy
wherever possible.
b) Technological Absorption:
The Company has no collaboration arrangement with any foreign
organisation at the present moment. All its technological inputs are
developed in house with the efforts of experienced staff who are
continuously making efforts to upgrade the quality of the products.
c) Foreign Exchange Earning and Outgo :
The foreign exchange earnings of the Company during the has been
Rs.426.50 lacs from Exports of Glass Beads, Hand knotted Capets,
Handicrafts and other items. The foreign Exchange Outflow during the
year has been of Rs. 136.08 lacs for the import of materials, foreign
traveling expenses and other sales promotional activities.
INDUSTRIAL RELATIONS:
Industrial relation with the employees remained cordial through out the
year, your Directors wish to place on record their appreciation for
dedicated and sincere services rendered by the executives, staff and
workmen at all levels.
ACKNOWLEDGMENT:
The Director wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers and emoloyees
of the Company.
By order of the Board of Directors
for BANARAS BEADS LTD.,
(Ashok Kumar Gupta)
Chairman & Managing Director
Place: VARANASI
Date :--10.03.2003
Mar 31, 2000
The Directors are presenting the 20th Annual Reports together with the
Audited Statements of Accounts of the Company for the year ended on
31st March, 2000. The Managements dispute is still going on. The said
Accounts have been finalised and audited after the intervention of
Honble Company Law Board, dated 02.07.2002.
FINANCIAL RESULTS:
1999-2000 1998-99
(Rs.in lacs)
TOTAL TURNOVER 1037.82 1008.94
Profit for the year
(Before Taxation) (84.12) (952.20)
Add: Prior period Adjustment/Transfer Net (1.16) (121.57)
Less: Provision for taxation NIL NIL
Net Profit for the year (85.28) (1073.78)
Less: Prior Period
Adjustments/Transfer (Net)
Available for Appropriation (Loss) (85.28) (1073.78)
APPROPRIATIONS
Payment for Taxes NIL NIL
Proposed Dividend NIL NIL
Transfer to General Reserve NIL NIL
Profit & Loss Account Adj.with
General Resereve (85.28) (1073.78)
DIRECTORS RESPONSIBILITY STATEMENT:
Further the Directors hereby state and confirm regarding Pursuant to
provisions of Section 217(2AA) of the Companies Act, 1956 :-
a) that in preparation of Annual Accounts for the F.Y. ended on
31.03.2000, the applicable accounting standards have been followed;
b) that the directors selected such accounting policies and applied
them consistently and made judgements and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of financial year and of the
Profit & Loss Accounts of the Company.
c) that the Directors have taken proper and sufficient care for the
maintained of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities
d) that the Directors have prepared the Annual Accounts on a "going
concern" basis.
OPERATION:
Turnover of the Company has been incereased by 2.86% (Turnover of
Varanasi office increased by 18.62 % and Delhi office declined by
44.34%). The dispute between the Management have been adversely
affected the growth of the Company. Your directors are continuously
trying to come out this situation.
DIVIDENDS :
Due to unprecedented reasons the Company has suffered heavy loss during
the year under review. Hence no dividend has been recommended for this
year.
DIRECTORS:
Shri Praveen Singh was re-appointed as the director in the Annual
General Meeting held on 30.09.2000.
AUDITORS & AUDITORS REPORT:
At the Annual General Meeting held on 27th September, 2001 M/s Kamal
Kishore & Co., Chartered Accountants, Varanasi were appointed as
Statutory Auditors of the Company to hold office from the conclusion of
that meeting until the conclusion of the next Annual General Meeting in
place of M/s R.P. Pandey & Company, Chartered Accountants, Varanasi.
The notes of Accounts referred to in the Auditors Reports are self
explanatory and therefore do not call for any further comments.
PARTICULARS OF EMPLOYEES :
Name of the employees of the company is covered by Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employee)
Rules 1975, as amended do not apply to your Company since no employee
of the Company falls within the limits stipulated under the said Rules.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING
AND OUTGO:
Information as per Section 217 (l)(e) of the Companies Act, 1956 read
with Companies (disclosure of particulars in the Report of Board of
Directors) Rules, 1988 are furnished as under.
a) Conservation of Energy:
The company is engaged in the cottage industrial activity which
involves totally manual process. Hence the energy consumption for the
product in which Company is dealing is almost negligible. However,
your Company has suitable arrangement and it is conscious to conserve
energy wherever possible.
b) Technological Absorption:
The Company has no collaboration arrangement with any foreign
organisation at the present moment. All its technological inputs are
developed in house with the efforts of experienced staff who are
continuously making efforts to upgrade the quality of the products.
c) Foreign Exchange Earning and Outgo :
The foreign exchange earnings of the Company during the has been
Rs.995.23 lacs from Exports of Glass Beads, Hand knotted Carpets,
Handicrafts and other items. The foreign Exchange Outflow during the
year has been of Rs.35.01 lacs for the import of materials, foreign
traveling expenses and other sales promotional activities.
INDUSTRIAL RELATIONS:
Industrial relation with the employees remained cordial through out the
year, your Directors wish to place on record their appreciation for
dedicated and sincere services rendered by the executives, staff and
workmen at all levels.
ACKNOWLEDGMENT:
The Director wish to place on record their sincere appreciation of the
devoted and efficient services rendered by all officers and employees
of the Company.
By order of the Board of Directors
for BANARAS BEADS LTD.,
(Ashok Kumar Gupta)
Chairman & Managing Director
Place: VARANASI
Date : 10.03.2003
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