Disclosure in board of directors report explanatory
DIRECTORS REPORT To, The Members, Bharat Parentarials Limited, Vadodara Your Directors have pleasure in submitting theirAnnual Report of the Company together with the Audited Statements of Accounts for the year ended 31 March, 2016. FINANCIAL RESULTS: The Company’s financial performance for the year under review along with previous year’s figures is given hereunder (In Rs.) PERTICULARS | FOR THE YEAR ENDED ON 31.03.2016 | FOR THE YEAR ENDED ON 31.03.2015 | Net Income from Business Operations | 1197367568 | 1187428639 | Other Income | 47126257 | 41035430 | Total Income | 1244493824 | 1228464068 | Profit / (loss) before Depreciation | 135494416 | 129253435 | Less Depreciation | 42038842 | 42164593 | Profit after depreciation and Interest | 93455574 | 87088842 | Less Tax Expenses: | 28923743 | 12704728 | Net Profit after Tax | 64531831 | 74384114 |
DIVIDEND No Dividend was declared for the current financial year due to future expansion planning.. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declaredand paid last year.
REVIEW OF BUSINESS OPERATIONS During the year, your company has madedomestic sale of manufacturing products of Rs. 627,872,944compared to the domestic sale for year 2014-15 ofRs. 571,493,986. The export sales of company’s manufacturing products are Rs. 680,500,107compared to export sale of Rs. 727,029,249 for the previous financial year.
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 ends of the financial year to which these financial statements relate on the date of this report CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are applicable to the company and annexed as Annexure B. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are applicable by promoting health care including preventive health care and making available safe drinking water pursuant to rural development projects. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There was no a qualification, reservations or adverse remarks madeby the Auditors in their reports.
COST AUDIT COMPLIANCE REPORT For the year under review, specified operations of your Company were covered under the Companies (Cost Accounting Records) Rules, 2014 for maintenance of cost records. Accordingly, as per provisions of section 148 of the Companies Act, 2013 the company appointedNawal Sonaje & Associates, practicing cost accountant to carry out cost audit and reappointed them for the financial year 2016-17.
COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION The Company has constituted nomination and remuneration committee and adopted Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 .. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section134(3) (a) and Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure “A” and is attached to this Report. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW 07 (Seven) Board Meetings were held during the financial year ended 31stMarch, 2016 on the following dates:
Sr.no. Date of meeting 09.04.2015 13.04.2015 15.06.2015 25.08.2015 15.09.2015 22.12.2015 26.03.2016
DIRECTOR RESPOSNSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013. Your Director wish to inform Members that the Audited Accounts containing financial statements for the financial year 2015-16 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operations. Your Directors further confirm that: In the presentation of the annual accounts for the financial year ended March 31, 2016 the applicable accounting standards have been followed. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable, 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. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities. The directors have prepared the annual Accounts on a going concern basis. The directors have laid down internal financial controls, which are adequate and are operating effectively. The directors have devised proper system to ensure compliance with the provision of all applicable laws and such systems are adequate and operating effectively. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company hasnot any Subsidiary, Joint venture or Associate Company
DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. DIRECTORS ShriHemangJ Shah and ShriPankajbhai S Shah retire by rotation and are eligible for reappointment. PARTICULARS OF CONTRACTS OR WITH RELATED ARRANGEMENTS MADE PARTIES There were no contracts or arrangements made with related party as defined under Section 188 of the Companies Act, 2013 during the year under review. SECRETARIAL AUDITORS The provisions of secretarial auditand appointment of secretarial auditor as required under section 204(1) of the Companies Act, 2013 read with rule 9(1) of Companies(Appointment and Remuneration) Rules, 2014 are not applicable to the company. STATUTORY AUDITORS M/s. Alkesh J. Shah & Co., Chartered Accountants, are recommended to be reappointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting for the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013.
SHARES The Company has not issue any Sweat Equity Shares or Bonus Shares and has not bought back any of its securities and does not provided Stock Option Scheme to the employees during the year under review. Disclosure of Composition of Audit Committee and providing Vigil Mechanism :
The provisions of Section 177 & 178 of the Companies Act, 2013 and rules made there under, are applicable to the company and the company have formed Audit committee, INDUSTRIEAL RELATIONS The relations between the employees and the management have remained cordial throughout the year. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
Date: 26/08/2016 Place:VADODARAFOR AND ON BEHALF OF THE BOARD OF DIRECTORS Chairman
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