BOARD OF DIRECTOR'S REPORT DEAR MEMBERS, Your Directors are pleased to present the 32nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. The Management Discussion & Analysis is also incorporated into this Report. Highlights: During the year your company has its turnover to Rs. 20508.48 Lacs including other income as compared to 16238.75 Lacs in the previous year and thereby registering an increase approx 26% as compared to the previous year. The Turnover of the Company has increased because the Company has increase sales of fabrics and textile products Dividend: Your Directors are pleased to recommend a final dividend of Rs. 2/- per equity shares of each share. Policies on Directors' Appointment and Remuneration The policies 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 Act is appended as . Deposits: Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013. Directors' Responsibility Statement: In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors' state that: 1.In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed. 2.Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2015 and of the profit of the Company for the year ended on that date. 3.Proper and sufficient care to the best of their knowledge and ability 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. 4.The Annual Accounts of the Company have been prepared on the ongoing concern basis. Statutory Auditors: M/s. Sunderlal Desai & Co., Chartered Accountants having Registration No: 110560W statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for re-appointment of the 34th AGM of the Company to be held in the year 2017 Auditors report: Observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013. Secretarial Audit Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sark & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report as received from Sark & Associates is appended to this Report as Annexure II. Comments on Auditors' Report There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Sunderlal Desai & Co., Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203 (i.e. the Company does not had Company Secretary and Chief Financial Officer as on date. M/s. Sark and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow: The Company is of view that though the Company does not have Company Secretary on role of the Company as on date. The Company has tried to appoint the Company Secretary but did not found the desired candidate as per company's requirement. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities. However Company is still looking for the Company Secretary and Chief Financial Officer, who can easily cope up with Company's requirements. The Management ensures that the same has been complied as soon as possible. The size of the Company is very small as compared to its peer group companies, the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management things that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. Reports on Corporate Governance and Management Discussion & Analysis The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report. Extract of Annual Return Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III. Particulars of Employees and Related Information In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Board meetings: The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart from other Board matters. During the Financial year 2014-2015 05 times board meetings were held on 30.06.2014, 14.08.2014, 14.11.2014, 13.02.2015 and 23.03.2015. The gap between two meetings did not exceed 120 days. Board Committees: In the process of forming of Committees. Postal Ballot: No postal ballot was held during the year 2014-2015. Risk Management and Internal Controls: The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report. Conservation of Energy and Technology Absorption: The company has taken various in -house measures to conserve the electricity and energy Technology absorption and innovation is a continuous process in the company. Foreign Exchange: Foreign travelling Expenses Rs.1618171/- Earning in Foreign Currency (Export / F.O.B) Rs. 92, 10,50,598.47 Listing of Shares: The Company got it shares listed on Bombay Stock Exchange. The Company has paid the necessary Listing fees for the year 2015 - 2016 to Bombay Stock Exchange. Vigil Mechanism/Whistle Blower Policy: The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates. Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace: The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2014-15, no cases in the nature of sexual harassment were reported at any workplace of the company. Green Initiative in Corporate Governance: The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken 'Green initiative in corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA. Management Discussion and Analysis Report: Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report. Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification: The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report. Acknowledgement: The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year. For and On behalf of the Board Binayak tex Processors Limited Sd/-Mr. Pradipkumar Pacheriwala (Director) Sd/-Mrs. Heeradevi Pradipkumar Pacheriwala (Director) Date: 14/08/2015 Place: Mumbai |