Mar 31, 2015
Dear Members,
Your Directors have pleasure in presenting their 25th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL RESULTS IN STANDALONE BASIS: '
During the year under review your company has achieved the following
financial results:
IN (LAKHS )
particular year ended year ended
31.03.2015 31.03.2014
Total Income 795.23 805.52
Total Expenditure 791.38 800.75
Profit/(Loss) before tax (PBT) 3.85 4.77
Provision for Taxation 0.80 1.06
Net Profit/(Loss) 11.77 0.97
Earning per share 0.20 0.02
2. PERFORMANCE OF THE COMPANY:
The revenue from operations for the Financial year 2014-15 is Rs.
77,867,310/- as compared to revenue of Rs. 77,161,119/- for the
Financial year 2013-14.
BTPIL is proudly one of the leading exporters of canvas fabric. Over
the years the Company have earned a respectable reputation for our
Quality consistency and services. The Company normally export our
products to Australia, Dubai, U.K., U.S.A., Sri Ian ka, West Indies,
South Africa, Algeria, New Zealand, U.A.E. Etc.
RANGE OF PRODUCTS INCLUDES:
* Truck Covers
* Grey cotton canvas/duck
* Polyester-Cotton, 100% Polyester Canvas
* Chemically processed canvas
* Waterproof, Rot proofed canvas
* Fire Retardant Canvas
* Army ducks and Number ducks
* Relief Tents
* Bags, Tents, Sleeping Bag Materials Etc.,
Company's new factory is under construction in Tada, it will start
functioning from next year. Company has high expectations from the new
factory.
3. CHANGE IN NATURE OF BUSINESS, IF ANY
Our Company has not deviated its line of business activity nor has
expanded the area of activities; therefore, there is no change in the
nature of business for the year under review.
4. DIVIDEND
In view of the results achieved and to conserve the resources of the
company for the future expansion, modernization & working capital
purpose, your directors do not recommend any dividend for this year.
5. RESERVES
The Company has no reserves for the financial year 2014-15 and the
balance of the Reserves lying in the Company's account is running into
negative balance of Rs. (474. 16) lakhs.
6. SHARE CAPITAL
There is no further issue of shares during the year 2014-15.The Capital
structure of the Company is as follows:
Share Capital 31.03.2015 31.03.2014
(a) Authorised share Capital
1,60,00,000 Equity Shares of Rs 10/- each 160,000,000 160,000,000
(b) Issued, Subscribed and fully
paid up share capital
58,57,140 fully paid Equity Shares of
Rs 10/- each 58,571,400 58,571,400
58,571,400 58,571,400
7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has no subsidiaries, associate and joint ventures,
therefore, disclosing the names of the respective entities does not
arise.
8. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY, OCCURRING AFTER BALANCE SHEET DATE
There are no material changes or commitments likely to affect the
financial position of the Company which is having an impact on the
functioning and working of the Company. The operations of the Company
have been effectively being managed and the Management shall review the
performance from time to time in order to monitor the business
activities of the Company.
9. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans, guarantees and investments under Section 186 of
the Companies Act, 2013 during the year 2014-15. .
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO
REFERRED TO IN SUB SECTION (I) OF SECTION 188 OF THE COMPANIES ACT,
2013
All transactions entered by the Company during the Financial year
2014-15 with related parties were on an arm's length basis, in the
ordinary course of business and were in compliance with the applicable
provisions of the act Approval of Audit committee was taken for
entering into transaction with related parties and the transactions
were reviewed on a quarterly basis.
Form AOC-2 disclosing the particulars of contracts/arrangements entered
into by the Company with related parties including the arm's length
transaction has been enclosed.
11. DEPOSITS
The Company has not accepted any deposits hence the directives issued
by Reserve bank of India and the provisions of sections 73 to 76 or any
other relevant provisions of the Companies Act, 2013 are not applicable
to the company.
12. INTERNAL AUDITORS
The Company has carried out the internal audit for every quarter during
the year 2014-15 by M/S. A.K. Lunawath & Associates, Chartered
Accountants and the reports issued by the respective Auditor have also
been considered and taken on record.
13. STATUTORY AUDITORS
The Auditors of your Company, M/s. Sakaria & Associates, Chartered
Accountants, hold office until the conclusion of the Twenty Fifth
Annual General Meeting and, being eligible, offer themselves for
re-appointment as the Auditors of your Company for the financial year
2015-16.The Company has received the consent from the Auditors for
their appointment for the respective year.
The Auditor's report on the financial statements for the year 2014-15
does not contain arty qualification or adverse remark.
14. COST AUDITORS.
Cost Audit is not applicable to the Company. The Central government has
not specified maintenance of cost records for the Company under sub -
section (I) of section 148 of the Companies act 2013. Therefore, there
is no requirement for appointment of Cost Auditors. '
15. SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014, the Company has appointed M/S. JM & Associates represented
by Mr. Soy Joseph and Sony George Mathew as the Secretarial Auditors of
the Company for the financial year 2014-15.
The report of Secretarial Audit for 2014-15 is attached herewith as
annexure.
16. DIRECTORS* RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies act, 2013, the Board of
Director's to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. 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;
iii. had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
iv. had prepared the annual accounts on a going concern basis; and
v. had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.
vi. 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. '
17. COMPOSITION OF BOARD
The Company has in all 6 Directors with considerable professional
experience in divergent areas connected with corporate functioning. The
Board is headed by Mr. Ajeet Kumar, Managing Director and Mr. Anil
Bhandari, Whole-time Director of the Company who are entrusted with the
substantial powers of the management of the Company subject to the
superintendence, control and directions of the Board and has Ms. Shikha
Bhandari as Women Director on the Board.The Board has three
Non-executive Independent Directors namely Mr. Rajesh Gurdas Wadhwa,
Mr. Mahendrakurhar Bhandari and Mr. S.Vinod Kumar thereby complying
with the provisions of Clause 49 of the Listing Agreement.
Name of Director Category of No. of Director- No. of Equity
Director ships in Shares held
other bodies
corporate
Mr.Ajeet Kumar P/MD NIL 4,74,770
Mr. Anil Bhandari P/ED NIL 76,400
Mr. Rajesh Gurdas l/NED I NIL
Wadhwa
Mr. Mahendra Kumar
Bhandari l/NED NIL NIL
Mr. S.Vinod Kumar l/NED NIL NIL
Ms. Shikha Bhandhari NED NIL NIL
P
Promoter MD Managing
Director
ED Executive NED Non-Executive
Director Director
I Independent - -
The Directorships held by the Directors as mentioned above do not
include Alternate Directorships and Directorships held in Foreign
Companies, Companies registered under Section 8 of the Companies Act,
2013 and Private Limited Companies.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 27* September,
2014, the members had approved the appointments of Mr. S. Vinod Kumar,
Mr. Rajesh Gurdas Wadhwa and Mr. Mahendra Kumar Bhandari as Independent
Directors for a term of five years from 27* September, 2014. All the
Independent Directors have given declarations that they meet the
criteria of independence as provided in Section 149(6) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement. In the opinion of the
Board, they fulfill the conditions of independence as specified in the
Act and the rules mad$*thereunder and they are independent of the
management.
Mr. Anil Kumar Bhandari retire by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-election.
Brief particulars and expertise about him has been given in the
annexure to the Notice of the Annual General Meeting in accordance with
the requirements of listing agreement with the Stock Exchange.
Mr. Anil Kumar Bhandari has been appointed as Chief Financial Officer
(CFO) of the Company to comply with the provisions of Section 203 of
the Companies Act, 2013. Other than this no other Key Managerial
Personnel has been appointed or retired or resigned during the year
under review.
In order to comply with Section 149 of the Companies Act, 2013, the
Company had appointed Ms. Shikha Bhandari as the Women director of the
Company vide the circular resolution dated 31st March, 2015.
19. POLICY ON APPOINTMENT OF DIRECTORS AND CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR
The Nomination and Remuneration committee is responsible for developing
competency requirements for the Board and in this regard conducts a gap
analysis to determine the Board composition on a periodic basis
including each time a Director appointment or reappointment is
required.The committee has framed a policy to determine the
qualifications, positive attributes and independence of a Director. The
key features of the policy are:
* Qualifications - The Board nomination process encourages diversity of
thought, experience; knowledge, age and gender. It also ensures that
the Board has an appropriate blend of functional and industry
expertise.
* Positive attributes - Apart from the duties of Directors as
prescribed in the Companies act, 2013, the Directors are expected to
demonstrate high standards of ethical behavior, communication skills
and independent judgement
* Independence - A Director will be considered independent if he/she
meet the criteria laid down in Section 149(6) of the Companies act, 2013
and clause 49 of the listing agreement
20. COMMITTEES OF BOARD
During the financial year 2014 -15, the Board constituted some of its
Committees, in accordance with the Companies Act 201 3. There are
currently three Committees of the Board, as follows:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance".
21. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEES ETC HAS TAKEN PLACE
Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by SEBI under Clause 49 of the Equity
Listing Agreement, the Board of Directors ("Board") has carried out an
annual evaluation of its own performance, and that of its committees
and individual directors.
The performance of the Board and individual directors was evaluated by
the Board seeking inputs from all the directors. The performance of
the committees was evaluated by the Board seeking inputs from the
committee members. The Nomination and remuneration committee reviewed
the performance of the individual directors.
A separate meeting of the Independent directors was also held to review
the performance of Non-Independent Directors and performance of the
Board as a whole.
The criteria for performance evaluation of the Board included aspects
like Board composition and structure, effectiveness of Board processes,
information and functioning etc.
22. BOARD MEETINGS
Four meetings of the Board of Directors were held during the year under
review 2014-15.
Details of the composition of the Board and its committees and of the
meetings held, attendance of the Directors at such meetings and other
relevant details are provided in the Corporate Governance Report.
During the year under review, the Board has accepted all
recommendations of the Audit Committee.
23. VIGIL MECHANISM
The Company has adopted a Whistle blower policy establishing vigil
mechanism, to provide a formal mechanism to the directors and employees
to report their concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's code of conduct or ethics policy.
The policy provides for adequate safeguards against victimization of
employees who axbil of the mechanism and also provide for direct access
to the Chairman of the Audit Committee. It has affirmed that no
personnel of the Company has been denied access to the Audit Committee.
24. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the details forming part of
the extract of the Annual Return in Form MGT- 9 is enclosed as
Annexure.
25. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
A) Energy Conservation:
Conservation of energy continues to receive increased emphasis and
steps are being taken to reduce the consumption of energy at all
levels. The details of consumption are as follows:
Diesel Opening Stock Purchase Closing Stock Consumption
(In Ltrs.) In Ltrs. in the Year
01.04.2014 01.04.2014to 31.03.20IS 01.04.2014 to
31,03.2015 31.03.20
Quantity 500 5549 450 5599
in litres
Amount in 29645 328731 22500 335876
Rupees
Fire wood Opening Stock Purchase Closing Stock Consumption in
the Year
01.04.2014 01.04.2014to 31.03.2015 01.04.2014 to
31.03.2015 31.03.2015
Quantity in 175000 679600 185000 669600
kilograms
Amount in 560000 2068095 582750 2045345
Rupees
Power Consumption from 01.04.2014 to 31.03.2015
Value in 2146336 Units 298397
Rupees
B) Foreign Exchange Earnings and Outgo:
PARTUCULARS 2015 (in INR) 2014 (in INR)
Earnings 16,878,048 18,172,796
Outgo 955,409 645,665
C) Technology Absorption, Adaptation and Innovation, Research and
Development:
Research and Development activities are carried out on an ongoing basis
for improving quality of the products.
D) Insurance
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured.
26. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY
The Company in order to comply the provisions of the Companies Act,
2013 and provide an effective mechanism for implementing risk
management system had adopted the policy on risk management for
evaluating and monitoring various risks that could threaten the
existence of the Company. The Company had not faced any major risks and
no major deviations from the actuals as attained by the Company. The
Audit committee has to review the the policy periodically. The Board
takes overall responsibility for the overall process of risk management
in the organisation.
The Board shall take note of any future threats and shall report to the
Company for formulating an effective mechanism and strategy.
27. MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS
There are no significant material orders passed by the Regulators or
Courts or Tribunals which would have impact on the going concern status
of the Company and its future operation.
28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS
The Company has an adequate system of internal controls in place. It
has documented policies and procedures covering all financial and
operating functions. These controls have been designed to provide a
reasonable assurance with regard to maintaining of proper accounting
controls for ensuring reliability of financial reporting, monitoring of
operations, protecting assets from unauthorised use or losses,
compliances with regulations. The Company has continued its efforts to
align all its processes and controls with global best practices. .
29. PREVENTION OF SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at work place and
has adopted a sexual harassment policy in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules thereunder for prevention and
redressal of complaints of sexual harassment at workplace.
All employees are treated with dignity with a view to maintain a work
environment free of sexual harassment whether physical, verbal or
psychological.
No complaints were received during the year.
30. REPORT ON CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors Report and the Certificate from the Chartered Accountant in
Whole-time Practice confirming compliance of Corporate Governance norms
as stipulated in Clause 49 of the listing agreement with the Bombay
Stock Exchange is included in the Annual Report
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis of the financial conditions
including the result of the operations of the company for the year
under review as required under clause 49 of the Listing Agreement is
given as a separate statement in the Annual Report
32. REMUNERATION POLICY: -
The Nomination and Remuneration Committee (NRC) has formulated a policy
relating to the remuneration of the directors, key managerial personnel
and other employees.The philosophy for remuneration is based on the
commitment of fostering a culture of leadership with trust The
remuneration policy has been prepared pursuant to the provisions of
Section 178(3) of the Companies act, 2013 and Clause 49 of the listing
agreement While formulating this policy, the committee has considered
the factors laid down in Section 178(4) of the Companies Act 2013,
which are us under:
* That the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the Company successfully;
* Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
* Remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to
the working of the Company and its goals.
The key principles governing the remuneration policy are as follows:
* Market Competitiveness '
* Role played by the individual
* Reflective of size of the company, complexity of the
sector/industry/Company's operations and the Company's capacity to pay
* Consistent with recognised best practices and
* Aligned to any regulatory requirements.
In accordance with the policy, the Managing/Executive/KMPs/ employees
are paid basic/fixed salary.
The non-executive Directors, including Independent directors are paid
sitting fees for attending the meetings of the Board and committees of
the Board.
The NRC is responsible for recommending the remuneration policy to the
Board. The Board is responsible for approving and overseeing
implementation of the remuneration policy.
The information required under Section 197 of the Companies act, 2013
read with rule 5(1) of the Companies (Appointment and remuneration of
Managerial Personnel) Rules, 2014 has been attached as annexure.
33. COMMENTS ON QUALIFICATIONS MADE IN SECRETARIAL AUDIT REPORT
The Following qualifications were made in the secretarial audit report;
1. Non appointment of Company secretary.
2. The Company has not filed forms with the Registrar of Companies for
increasing the authorized capital to Rs. 160,000,000/- from Rs.
120,000,000/- which was approved earlier by the shareholders by passing
a special resolution vide EGM dated 31.08.2013 and
3. The Company has not filed the list of eligible applicants with the
Central government w.r.t unclaimed amount.
With respect to the above qualifications the Board would like to reply
that;
1. Company is in the process of appointing a Company Secretary.
2. The Company has initiated necessary steps to file the requisite
form to comply with the provisions of the act.
3. The Company is taking necessary actions to file the list of
eligible applicants with Central government and to comply with the
required provisions.
34. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS
There are no employees who are paid remuneration in excess of the
limits specified under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration) Rules, 2014 as amended from
time to time.
35. ACKNOWLEDGEMENTS:
The Director's wish to convey their appreciation to all of the
Company's employees for their enormous personal efforts as well as
their collective contribution to the Company's performance. The
Director's would also like to thank the employees, shareholders,
customers, dealers, suppliers, bankers, Government and all other
business associates for the continuous support given by them to the
Company and their confidence in its management.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Place : Chennai Ajeet Kumar Anil Bhandari
Date : 04.08.2015 Managing Director Whole Time Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting to you the 24th Annual
Report and the Audited Statement of Accounts for the financial year
ended on 31st March, 2014.
FINANCIAL RESULTS:
During the year under review your company achieved the following
financial results:
PARTICULARS (RS. IN LAKHS)
YEAR ENDED 31.03.2014 YEAR ENDED 31.03.2013
Total Income 805.52 571.22
Profit/(Loss) before 4.77 2.83
tax (PBT)
Provision for Taxation (3.80) 13.11
Net Profit/(Loss) 0.97 15.93
BUSINESS ANALYSIS:
The macroeconomic environment posed many challenges for the company
during the year under review. On domestic front, stagnant economy, high
inflation and higher interest rates dampened the consumer sentiments.
On the top of challenging macroeconomic scenario, your company is
facing challenges of low productivity due to older technology and
arrogant labour behavior. Despite of such a challenging environment,
your Company has been able to maintain profits for the year ended 31st
March, 2014. Managing costs, maintaining margins and enhancing product
quality have been focus areas for the fiscal 2015. Business during the
fiscal 2014 was also affected due to absence of routine annual sales to
Government departments such as the Cotton Corporation of India and
others.
Present challenges has forced directors to enter into newer technology
for manufacturing of coated industrial fabrics such as PVC coated
polyester fabrics, acrylic coated polyester fabrics, fire retardant
canvas, etc. This will in turn increase range of products which got
huge market potential all over the world. In order to realize this plan
your company has approached Axis Bank for funding this project and bank
has sanctioned term loan of Rs.285 Lakhs and Working capital of Rs.125
Lakhs.
Your company has already placed order for major machines to be
installed at same premises where we have our present unit for
manufacturing canvas and expecting delivery by August, 2014. However,
due to recent announcement of special package for residual state of
Andhra Pardesh (Seemandhra) by the Government of India for new industry
and in order to take advantage of this special package, your company is
seriously thinking to set up this upcoming project at Seemandhara which
is around 14 k.m. away from the present unit. Your Directors are
confident of achieving exponential growth in turnover and profits with
this business diversification due to availability of cheap labour and
the subsidies and benefits in form of taxation which shall be provided
by the Government.
Exports are a high margin business for your Company and with specific
focus on export, the new diversification should bring in tremendous
bottom line growth to your Company. Such a diversification would not
just enhance the bottom line, but also help conserve precious Foreign
Exchange for the country.
DIVIDEND:
In view of the results achieved and to conserve the resources of the
company for the future expansion, modernization & working capital
purpose, your directors do not declare dividend for this year.
The register of members and share transfer book will remain closed from
22nd September, 2014 to 27th September, 2014 (both days inclusive). The
Annual General Meeting has been scheduled for 27th September, 2014.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr.Anil Kumar Bhandari,
Director of the Company, will retire by rotation at the ensuing Annual
General Meeting of the company and being eligible, offers himself for
re-appointment.Also, Mr. S.Vinod Kumar, Mr. Rajesh Gurdas Wadhwa & Mr.
Mahendrakumar Bhandari shall retire at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment for a
further term of five years in order to comply with the provisions of
Section 149 of the Companies Act, 2013. Therefore, your Board
recommends for their appointment.
The brief profile of the aforesaid Directors has been furnished in the
Notice convening the Annual General Meeting of the Company.
FIXED DEPOSITS:
The Company has not accepted any deposit under Section 58A of the
Companies Act, 1956 (presently Section 73 to 76 of the Companies Act,
2013), read with Companies (Acceptance of Deposit) Rules, 1975.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions under Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures; if any;
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 31st March, 2014 and of
the profit of the Company for the said financial year;
3. 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 the extent applicable) and
Companies Act, 2013 (to the extent notified) for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the Annual Accounts for the financial
year ended on 31st March, 2014 on a going concern basis.
CORPORATE GOVERNANCE:
In accordance with Clause 49 of the listing agreement with the stock
exchanges, a separate report on the Corporate Governance along with the
Auditors'' certificate confirming compliance is attached to the report.
The Chairman & Managing Director has confirmed and declared that all
the members of the Board and the Senior Management have affirmed
compliance with the Code of Conduct.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The management discussion and analysis of the financial conditions
including the result of the operations of the company for the year
under review as required under clause 49 of the Listing Agreement with
the Stock Exchange is given as a separate statement in the Annual
Report.
LISTING:
The Company''s Listing status has been reinstated at the Bombay Stock
Exchange with effect from 15th December, 2012. But the Company''s
Listing Status remains suspended at the Madras Stock Exchange and the
Ahmedabad Stock Exchange.
AUDITORS:
The Auditors of your Company, M/s. Sakaria & Associates, Chartered
Accountants, hold office until the conclusion of the Twenty Fourth
Annual General Meeting and, being eligible, offer themselves for
re-appointment as the Auditors of your Company for the financial year
2014-15. The company has received certificates from the auditor to the
effect that their appointment will be within the limits prescribed
under Section 141(3)(g) of the Companies Act, 2013.
PERSONNEL:
There are no employees who are paid remuneration in excess of the
limits specified under Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975 as amended from
time to time.
PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND
DEVELOPMENT:
A) Energy Conservation:
Conservation of energy continues to receive increased emphasis and
steps are being taken to reduce the consumption of energy at all
levels. The details of consumption are as follows:
C) Technology Absorption, Adaptation and Innovation, Research and
Development:
Research and Development activities are carried out on an ongoing basis
for improving quality of the products. D) Insurance
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
co-operation received from the Government of Tamil Nadu and the Bankers
and look forward to such co-operation in the future as well.Your
Directors would like to express their grateful appreciation to all the
employees at all levels for their hard work, solidarity, co-operation
and support during the financial year. Your Directors also wish to
place on record their deep appreciation to customers, shareholders,
vendors, suppliers and other stakeholders for their continued support.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
Ajeet Kumar Bhandari Anil Bhandari
Managing Director Whole Time Director
Place: Chennai
Date : 14.08.2014
Mar 31, 2013
Dear members,
The Directors submit the 23rd Annual Report of the Company along with
the audited financial statements for the financial year ended March 31,
2013.
FINANCIAL RESULTS:
PARTICULARS (INR IN LAKHS)
YEAR ENDED YEAR ENDED
31.03.2013 31.03.2012
Total Income 571.23 1048.84
Profit/(Loss) before tax (PBT) 2.83 65.39
Provision for Taxation 13.11 -22.52
Net Profit/(Loss) 15.93 42.87
During the year under review your company achieved the following
financial results:
BUSINESS ANALYSIS:
It has been a difficult year for the Company with the economy slowing
down in India as well as globally. Despite slowing sales and mounting
expenses, your company has been able to maintain profits for the period
ending 31st March, 2013. Managing costs, maintaining margins and
enhancing product quality have been focus areas for the year ended
2013. Business during the financial year 2013 was also affected due to
absence of routine annual sales to Government departments such as the
Cotton Corporation of India, Khadi Board and others. Fluctuations in
the Rupee and a fledgling global economy have also affected free flow
export orders from our long standing customers in the Middle East.
The tough times have forced your Directors to resort to innovative
techniques like changing the product Mix, focusing on new growth
markets and developing a new revenue stream to better tackle such
adverse situations in future. Your Company is set to reap rich
dividends from some of these new initiatives in the current fiscal.
Your Company has been able to enhance sales & dispatches to new growth
markets in the EMEA region, such as Bahrain North Africa, and others,
with significantly higher margins. Your Directors are confident of
getting back to high sales numbers in the current fiscal.
Setting up of the new machinery for straight through processing from
Yarn to Fabric to Curing to Finishing has also enhanced the value added
to products exported by your company. Output from the new large size
machinery would contribute to the export revenues from the new fiscal
2014. The decision to diversify into new areas to increase revenues and
profits has been put on hold for a year so as to enable the management
to carefully evaluate each of the available diversification options and
then take a decision.
Your directors are happy to inform that the earlier decision taken to
set up facilities for manufacture of HDPE Tarpaulins and Flex banner
fabrics, is considered the best option, and your company will progress
this into action in the current financial year 2013-14.
Exports are a high margin business for your Company and with specific
focus on exports, the new diversification should bring in tremendous
bottom line growth to your Company. Such a diversification would not
just enhance the bottomline, but also help conserve precious Foreign
Exchange for the country. Your Directors have approached several Banks
& Development Financial Institutions with their new proposal and a few
banks have expressed interest in partnering with your Company. Your
Directors are confident of achieving exponential growth in turnover and
profits with this business diversification.
DIVIDEND:
In view of the results achieved and to conserve the resources of the
company for the future expansion, modernization & working capital
purpose, your directors do not declare dividend for this year. The
register of members and share transfer book will remain closed from
25th July, 2013 to 30th July, 2013 (both days inclusive). The Annual
General Meeting has been scheduled for 30th July, 2013.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Mahendrakumar Bhandari,
Director of the Company, will retire by rotation at the ensuing Annual
General Meeting of the company and being eligible, offers himself for
re-appointment.
PARTICULARS DETAILS
Name of the Director Mr. Mahendrakumar Bhandari
Date of Appointment 27-02-2012
Qualification(s) B.Com
Functional Area Marketing
No. of Shares held. Nil
Type of Director Non Executive Director
The brief profile of the aforesaid Director has been furnished in the
Notice convening the Annual General Meeting of the Company.
FIXED DEPOSITS:
The Company has not accepted any deposit under Section 58A of the
Companies Act, 1956, read with Companies (Acceptance of Deposit) Rules,
1975.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions under Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures; if any;
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year 3 1st March, 201 3 and
of the profit of the Company for the said financial year;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. The Directors have prepared the Annual Accounts for the financial
year ended on 31st March, 2013 on a going concern basis.
CORPORATE GOVERNANCE:
In accordance with Clause 49 of the listing agreement with the stock
exchanges, a separate report on the corporate governance along with the
Auditors'' certificate confirming compliance is attached to the report.
The Chairman & Managing Director has confirmed and declared that all
the members of the Board and the Senior Management have affirmed
compliance with the Code of Conduct.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The management discussion and analysis of the financial conditions
including the result of the operations of the company for the year
under review as required under clause 49 of the Listing Agreement with
the Stock Exchange is given as a separate statement in the Annual
Report.
LISTING:
The Company''s Listing status has been reinstated at the Bombay Stock
Exchange with effect from 15th December 2012. But the Company''s Listing
Status remains suspended at the Madras Stock Exchange, the Ahmedabad
Stock Exchange and the Coimbatore Stock Exchange.
AUDITORS:
The Auditors of your Company, M/s. Sakaria & Associates, Chartered
Accountants, hold office until the conclusion of the Twenty Third
Annual General Meeting and, being eligible, offer themselves for
re-appointment as the Auditors of your Company for the financial year
2013-14. The company has received certificates from the auditor to
theeffect that their appointment will be within the limits prescribed
under Section 224(IB) of the Companies Act,l956.
PERSONNEL:
There are no employees who are paid remuneration in excess under
Section 2I 7(2A) of the Companies Act, I956 read with Companies
(Particulars of Employees) Rules, I 975 as amended from time to time.
PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND
DEVELOPMENT:
A) Energy Conservation:
Conservation of energy continues to receive increased emphasis and
steps are being taken to reduce the consumption of energy at all
levels. The details of consumption are as follows:
C) Technology Absorption, Adaptation and Innovation, Research and
Development:
Research and Development activities are carried out on an ongoing basis
for improving quality of the products.
D) Insurance
All the insurable interests of your Company including inventories,
buildings, plant and machinery are adequately insured.
ISSUE OF SHARES:
Your Directors would like bring to your notice that the Share holders
of the Company at the Annual General Meeting held on 22nd September
2012, passed a resolution authorizing the Board to proceed with the
issue of Shares to an extent of INR 60,000,000 (Rupees Six Crores only)
on rights basis by way of Special resolution. The reason for the said
approval was as follows:
Your Company wants to expand the business operations and the Board
considered it necessary to strengthen the capital of the Company in
order to fuel the expansion. Moreover, the operations of the Company
was adversely affected due to steep increase in input costs, increased
borrowing costs, exceptional items on account of incremental power
costs to mitigate continuing power cuts / power holiday situation and
price increase due to customers not adequately compensating costs
incurred. The adverse situations had also significantly affected the
gearing of the Company with unsustainable level of debt.
To ensure long term stability in the operations of the company, the
Company proposed to issue shares of INR 10/- each aggregating an amount
up to INR 60,000,000 (Rupees Six Crores only) to the existing
Shareholders of the Company. But considering the global market
conditions, the board had decided to put on hold the planned Rights
issue. While, as Per Section 81 (1A), the process of Rights issue must
be completed in all respects within one year from the date of passing
of Special resolution, your Company could not complete it as planned
then.
Accordingly, the proposed issue of the said Equity Shares on a Rights
basis to the existing Shareholders of the Company requires a fresh
approval of members by a Special resolution in the ensuing Annual
General Meeting. Hence, this resolution is again placed before the
members for their approval by way of a Special resolution with an
enhanced amount of INR 180,000,000 (Rupees Eighteen Crores Only),
thereby, superseding the resolution passed at the 22nd Annual General
Meeting.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
co-operation received from the Government of Tamil Nadu and the Bankers
and look forward to such co-operation in the future as well. Your
Directors would like to express their grateful appreciation to all the
employees at all levels for their hard work, solidarity, co-operation
and support during the financial year. Your Directors also wish to
place on record their deep appreciation to customers, shareholders,
vendors, suppliers and other stakeholders for their continued support.
For and on behalf of the Board
sd/- sd/-
Ajeet Kumar Anil Bhandari
Managing Director Whole Time
Director
Place: Chennai
Date : 29.05.2013
Mar 31, 2012
The Directors have pleasure in presenting the Twenty Second Annual
Report of the Company together with the Audited Accounts for the
financial year ended 31st March, 2012.
FINANCIAL RESULTS:
(RS. IN LAKHS)
PARTICULARS
YEAR ENDED
31.03.2012 YEAR ENDED
31.03.2011
Sales 102,913,133 96,962,959
Other Income 1,971,075 6,83,755
Interest 7,921,867 7,932,772
Depreciation 3,664,179 3,750,466
Profit/(Loss) before tax 6,538,915 6,724,731
Net Profit/(Loss) 4,286,762 5,742,134
BUSINESS ANALYSIS:
Your Directors are happy to inform you that during the financial year
under review, your company has been able to generate sufficient cash to
pay off all the outstanding secured loans together with interests due
thereon up to the period ending March 31, 2012. With the payment of
this Final installment of Secured Loan your company has been able to
release all encumbered assets.
Your company is at a strategic inflection point and we see an
opportunity for transformational growth in its business and your
Directors are in the process of putting in place a new growth strategy
for your company.
The year under review was a difficult year for your company. While the
Sales grew by 6% during year moving up to Rs. 10.29 Crores, the profits
have fallen by 25% year on year to Rs. 42.86 Lakhs. The dip in profits
was essentially due to the one time hit taken in the year for settling
all outstanding secured creditors, and the interest payments due on the
loans.
Your Directors were on the path to clear off all creditors to set the
stage for a new beginning, and we are happy to confirm that your
company is set to move forward in the right direction.
Business during the fiscal 2012 was good as your company won large
value orders from the Cotton Corporation of India, Khadi Board and
export orders from our long standing customers in Saudi Arabia.
In keeping with the stated objectives of supporting the growth through
large value orders, your Directors have planned investments into new
plant & machinery to manufacture Wider Width Canvas and put in place
related In-house Dyeing & Processing facilities for manufacturing &
processing canvas fabrics of up to 120 inches width. Your Directors are
delighted to inform you that your company would be the FIRST in India
to set up processing facilities for such large width fabric. The new
facility should be commissioned by the end of the second quarter of the
current fiscal 2013.
Having put in place the right team and investments into the canvas
fabrics business, your Directors have decided to diversify into new
areas to support the planned growth. Several products have been
evaluated for this purpose including setting up a line for
manufacturing PVC Foam boards, HDPE Tarpaulins, and Flex banner fabric.
Your Directors have completed a thorough study of market for each of
these products and have worked with Consultants from these industries
to get deeper insights into these product
segments.
Your Directors are happy to inform that a decision has been taken to
diversify into the manufacture of Flex banner fabric, which are in huge
demand, are an import substitute and can help save precious forex for
India. Your Directors have submitted a detailed project plan to
appropriate authorities and evaluating agencies and have proposed
enabling resolutions for such investments to progress these proposals
forward.
Your Directors are confident of achieving exponential growth in
Turnover & profits with this business diversification.
DIVIDEND:
Considering that the planned diversification would require resources
and due to carry forward losses in the books, your Directors have
decided not to declare any dividend for the fiscal 2011-12.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956, Shri.
Anil Bhandari, Director, retires by rotation and being eligible offers
himself for reappointment. Your directors recommend that Shri. Anil
Bhandari be reappointed as Director of the Company.
During the year under review, Shri. Ragunathmall Samarathmall, Shri.
Bhagchand Ranka and Shri. C.N. Shenbagamoorthy resigned from the Board
with effect from 29th March 2012. The Board would like to place on
record their gratitude to Shri Raghunathmall Samrathmall, Shri
Bhagchand Ranka and Shri C. N. Shenbagamoorthy, for their valuable
contribution to the companys policy making and business, during their
tenure as Directors on the Board.
Further during the year Shri. Mahendrakumar Bhandari was co-opted as an
Additional Director with effect from 27th February 2012, and Shri. S.
Vinod Kumar and Shri. Rajesh Gurdas Wadhwa were co-opted as Additional
Directors with effect from 29th March 2012. We welcome the new members
of the Board and look forward to their active contribution to the
companys vision, and direction.
FIXED DEPOSITS:
The Company has not accepted any Deposits from the public within the
meaning of Section 58 A of the Companies Act, 1956 and the rules framed
there under.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, the Directors confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures; if any;
2. 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 31st March, 2012 and of
the profit of the Company for the said year;
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
To comply with the requirements of Corporate Governance, pursuant to
Clause 49 of the Listing Agreements with the Stock Exchanges,
Management Discussion and Analysis Report, Report on Corporate
Governance are included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The management discussion an analysis of financial condition including
the result of the operations of the company for the year under review
as required under clause 49 of the Listing Agreement with the Stock
Exchange is given as a separate statement in the Annual Report.
LISTING:
The shares of the Company are listed with Bombay stock Exchange, Madras
Stock Exchange and Ahmadabad Stock Exchange. The securities are
currently under suspension. Your Directors are in the process of
getting these suspension revoked at the Bombay Stock Exchange.
AUDITORS:
M/s. Sakaria & Associates., Chartered Accountants, Chennai, Auditors of
the Company retires at the conclusion of this Annual General Meeting
and are eligible for re-appointment. The Company has received a
certificate from the Auditors to the effect that their re- appointment,
if made, would be in accordance with the limits specified under Section
224(1B) of the Companies Act, 1956. The Board recommends their
re-appointment.
PERSONNEL:
There are no employees who are paid remuneration in excess under
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended from time to time.
PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND
DEVELOPMENT:
A) Energy Conservation:
Conservation of energy continues to receive increased emphasis and
steps are being taken to reduce the consumption of energy at
all levels. The details of consumption are as follows:_
CONSUMPTION IN THE
DIESEL (IN LTRS.) opening
stock purchase
in ltrs. closing
stock year
1.4.11 1.4.11 to
31.3.12 31.3.12 1.4.11 to
31.3.12
Quantity
in liters 300 10,379 250 10,429
Amount in Rupees 12,051 4,56,618 10,993 457,676
OPENING CLOSING
FIRE WOOD STOCK PURCHASE STOCK CONSUMPTION
IN THE
YEAR
1.4.11 1.4.11
to 31.3.12 31.3.12 1.4.11 to
31.3.12
Quantity in (KGS) 17,118 12,63,265 8,000 1,272,383
Amount in (Rs.) 47,074 3,544,693 20,800 3,570,967
Power Consumption from 1.4.11 to 31.3.12
Value in Rupees 2,464,078 Units 3,63,240
B) Foreign Exchange Earnings and Outgo:
2012 (in Rs.) 2011 (in Rs.)
EARNINGS 14,976,863 3,294,076
OUTGO 4,93,940 5,33,214
C) Technology absorption, adaptation and innovation, research and
development:
Research and Development activities are carried out on an ongoing basis
for improving quality of the products.
ACKNOWLEDGEMENT:
Your Directors would like to express their grateful appreciation for
the support and co-operation of all stakeholders. At the very heart of
our success and our ability to deliver quality service and satisfaction
is the considerable skill and motivation of our employees. On behalf of
all the companys stakeholders, the Board would like to express its
sincere appreciation and gratitude.
For and on behalf of the Board
Sd/- Sd/-
Ajeet Kumar
Bhandari Anil Bhandari
Managing
Director Whole Time Director
Mar 31, 2011
The Directors present herewith the Eighteenth Annual Report together
with the Audited Statement of Accounts for the year ended 31st March
2011.
PERFORMANCE
The financial results for the year ended 31st March 2011 are as under:
Rs. (In Lacs)
Particulars 31.03.2011 31.03.2010
Total Income 974.00 903.29
Total Expenditure 956.80 879.37
(Loss ) / Profit before depreciation 54.70 60.93
Depreciation 37.50 37.00
Profit before Tax 67.24 23.92
Profit after Tax 57.42 7.41
Add Brought from previous year -602.54 -609.96
Balance Loss carried to Balance Sheet -545.12 -602.54
COURSE OF BUSINESS AND OUTLOOK
Another year has gone by. Your company had achieved a turnover of
Rs.974.00 lacs as compared to a turnover of Rs.903.29 lacs which is up
by around 8% compared to previous year . However, profit stood at Rs.
54.70 lacs before depreciation as compared to Rs.60.96 lacs of profit
last year. The net profit after tax stood at Rs.57.42 lacs as compared
to Rs.7.41 lacs in the previous year.
FIXED DEPOSIT:
The company has not accepted any fixed deposit during the year.
DIVIDEND:
The Directors do not recommend any dividend for the financial year
ended 31st March 2011.
DIRECTORS:
Mr. Anil Bhandari retires and Ragunathmal Samarathmall retires by
rotation and being eligible, offers for re-appointment.
AUDITORS
The auditors of the Company M/s. SAKARIA & ASSOCIATES, Chartered
Accountants retire at the conclusion of the ensuing Annual General
Meeting and are eligible for re-appointment. Accordingly a resolution
is being submitted to the members for their re- appointment and to fix
their remuneration for the current year.
STATUTORY DISCLOSURES:
The company had no employee covered by the provisions of section
217(2A) of the Companies Act, 1956., The details with respect to
Conservation of Energy , as required under Part "a" of the above rules
are Nil . The company had foreign exchange inflow Of Rs.32.94 lacs as
compared to Rs.116.15 lacs in the corresponding previous year on
account of exports and there was an outflow of Rs.5.33 lacs (P.Y.
4.50 lacs ) towards import of material.
DIRECTORS' RESPONSIBILITY STATEMENT:
Directors hereby declare:
i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;
ii) that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for that period ;
iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities subject to
the inherent limitations that should be recognized in weighing the
assurance ;
iv) That the directors had prepared the annual accounts on a going
concern basis.
Auditors Observation , if any :
The observation as mentioned in the reports are self explanatory.'
EMPLOYEE RELATIONS
Employee relations throughout the company were harmonious. The board
wishes to place on record its sincere appreciation of the devoted
efforts of all employees in advancing the company's vision and strategy
to deliver another record performance.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing Agreement, a report of compliance
of corporate governance as on 31/03/2011duly certified by the auditors
of the company is annexed (Annexure à B)
ACKNOWLEDGEMENTS
Your directors would like to express their grateful appreciation for
the support and co operation of all stakeholders. At the very heart of
our success and our ability to deliver quality service and satisfaction
is the considerable skill and motivation of our employees. On behalf of
all the company's stakeholders who benefit from the hard work of the
employees, the Board would like to express its sincere appreciation and
gratitude.
BY ORDER OF BOARD OF DIRECTORS
FOR BHARAT TEXTILES & PROOFING INDUSTRIES LIMITED
(ANIL BHANDARI ) (AJEET KUMAR BHANDARI) (BAGCHAND RANKA)
MANAGING DIRECTOR DIRECTOR DIRECTOR
PLACE: CHENNAI
DATE : 30.06.2011
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