Directors' report To The Members, The Board of Directors have pleasure to present the 44th Annual Report and Statement of Accounts for the financial year ended 31st March, 2015. 3. Exports The Company's Export turnover during the year was Rs. 197.54 Crores as against previous year Rs. 189.62 crores. During the year, Company again won Gold Trophy by Synthetic & Rayon Export Promotion Council for highest export of fabrics during 2013-14 to "Focus LAC" countries. The export of fabrics to Focus LAC countries during current year continues to be on increasing trend. Though the market in Middle East and Far East countries continues to be sluggish. 4. Expansions The Company has installed 8 Nos. Airjet Looms during the year. Further Company has planned for installing 8 Nos. Airjet Looms & 16 Picanol Looms during 2015-16. The latest high speed looms will increase productivity of fabrics. The Company is also planning for installing processing machineries to improve the quality of Fabrics. 5. Outlook for Company's Activities In Exports, Company is exploring new markets in Africa, Australia, Europe, USA, Canada and other Latin American countries and increasing the volumes in existing markets. In Domestic, Company is focusing on Retail markets and RMG/ Institutional segment. 6. Wind power Project The Company's Wind Power Projects at Jaisalmer had generated 60.39 Lac units during the year, as against 57.03 Lac units last year. 7. Dividend Your Directors are pleased to recommend a dividend @ 12 % i.e. Rs. 1.20 per Equity Share of Rs. 10/- each for the year ended the 31st March, 2015. This will absorb an amount of Rs. 148.20 lacs (inclusive of distribution tax). A proposal for confirmation of the dividend for the year ended 31st March, 2015 will be placed before the shareholders at the ensuring Annual General Meeting. 8. Contribution to Exchequer Your Company has contributed an amount of Rs. 8.70 Crores as against previous year Rs. 6.56 Crores in terms of Taxes & Duties to the Exchequer. 9. Extract of Annual Return as per Sec 92 in form MGT 9 The details forming part of extract of Annual Return in Form No MGT 9 is enclosed in Annexure I. 10. Secretarial Audit Pursuant to the 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 V. M. & Associates, Company Secretaries, Jaipur, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit Report for financial year 2014-15 in Form MR -3 is enclosed herewith as per Annexure II. There are no reservations, qualifications, adverse remark or disclaimer contained in the Secretarial Audit Report. 11. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in Note one of the notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that the internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; f. that the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 12. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Company has become one of few Companies in Rajasthan with zero liquid Discharge on land (ZLD). All liquid effluents are evaparated out by Multi Effect Evaporator (MEE). The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure III'. 13. Particulars of Loans given, Guarantees given, Investments made and Securities provided The Company has not given any Loans, Guarantees, Investments and Securities covered under the provisions of section 186 of the Companies Act, 2013. 14. Contracts and Arrangements with Related Parties All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, key managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. There are no material susbsidiary Companies as per clause 49(v) of the Listing Agreement. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the web link as: <https://www.bslltd.com>. Particulars of Related Parties contracts or arrangements under section 188 of the Companies Act, 2013 are given in Form AOC-2 and enclosed as per Annexure IV. 15. Internal Control Systems The Company has adequate Internal Control Systems, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of Internal Auditors, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. 16. Human Resource Development Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. These efforts have led to a significant increase in manpower productivity. Efforts have also been made to design progressive and empower HR Policies and others welfare measures. 17. Vigil Mechanism/ Whistle Blower Policy The Company has a vigil Mechanism named Whistle Blower policy to deal with instance of fraud and mismanagement, if any. The Details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the Company's website at the web link as: <https://www.bslltd.com>. 18. Remuneration Policy The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per sec 178 & Clause 49 (IV)(B)(4) of Listing Agreement. The Nomination & Remuneration Policy is enclosed as Annexure V. 19. Risk Management Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of the Committee are set out in the Corporate Governance Report forming part of the Board's Report. The Board has, also on recommendation of the Risk Management Committee framed a policy for risk management of the Company. The Details of the said policy, its development and implementation is stated in the Corporate Governance Report. 20. Corporate Social Responsibility As per section 135 of Companies Act, 2013, CSR Committee has been constituted and CSR policy has been framed although the said section is not applicable during current year. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. 21. Meetings During the year five Board meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. 22. Directors & Key Managerial Personnel 1. Change in Directors and Key Managerial Personnel • In Accordance with the provisions of the Companies Act, 2013 Shri Shekhar Agarwal retires by rotation and eligible for re-appointment. • The Board of Directors had appointed Smt. Abhilasha Mimani as Additional Director of the Company in the category of Independent Directors with effect from 2nd August, 2014. Thereafter, at the Annual General Meeting held on 19th September, 2014, the members of the Company approved the said appointment as Independent Director under the Companies Act, 2013 for a period of 5 years. • The Board of Directors had appointed Shri G. P. Singhal as additional Director of the Company in the category of Independent Directors with effect from 26th September, 2014 subject to approval of Shareholders in the ensuing Annual General Meeting. • During the year, Shri Nivedan Churiwal, Joint Managing Director of the Company and Shri Praveen Jain, CFO & Company Secretary, of the Company were appointed as Key Managerial Personnel in term of Section 203 of Companies Act, 2013. 2. Statement on Declaration given by Independent Directors All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 3. Board Evaluation In compliance with the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee and other committees. More detail on the same is given in the Corporate Governance Report. 23. Statutory Auditors The Statutory Auditors of the Company, M/s A.L. Chechani & Company, Chartered Accountants, Bhilwara, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment for 2015-16. There are no reservations, qualifications or adverse remarks contained in the Auditors' Report attached to Balance Sheet as at 31st March, 2015. Information referred in Auditors' Report are self explanatory and don't call for any further comments. The Audit Committee and the Board of Directors recommend the reappointment of M/s A.L. Chechani & Co., Chartered Accountants as Statutory Auditors of the Company for 2015-16. 24. Corporate Governance The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI. The Report on Corporate Governance along with the Certificate of Auditors M/s A.L. Chechani & Co., Chartered Accountants, 17, Heera Panna Market, Pur Road, Bhilwara (Rajasthan) confirming compliance to conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report. 25. Particulars of Employees and related disclosures Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure VI. Disclosures required in terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure VII. 26. Transfer to Investor Education and Protection Fund The Company has transferred a sum of Rs.1.86 Lakh during the financial year 14-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with section 125 of the Companies Act, 2013. The same amount represents unclaimed dividends which were lying with the company for a period of seven years from their respective due dates of payment. 27. Disclosure of relationships between Directors inter se [Clause 49(VIII)(E)(2)] Shri Arun Churiwal, Chairman & Managing Director of the Company is father of Shri Nivedan Churiwal, Jt. Managing Director of the Company. Shri Ravi Jhunjhunwala is Brother-in-law of Shri Shekhar Agarwal. Both are the Non-executive Directors of the Company. 28. Appreciation Your Directors thanks various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. For and on behalf of the Board (ARUN CHURIWAL) CHAIRMAN & MANAGING DIRECTOR DIN: 00001718 Place : Gulabpura, Dist. Bhilwara Date : 8th May, 2015 |