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You can view full text of the latest Director's Report for the company.

BSE: 500020ISIN: INE032A01023INDUSTRY: Textiles - Processing/Texturising

BSE   ` 159.20   Open: 152.45   Today's Range 152.45
161.60
+4.40 (+ 2.76 %) Prev Close: 154.80 52 Week Range 53.44
194.95
Year End :2022-03 

Your Directors present the One Hundred and Forty Second (142nd) Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone as well as Consolidated) for the Financial Year ("FY") ended 31st March, 2022.

1. FINANCIAL RESULTS

(' in crore)

Particulars

Financial Year ended

Standalone

Consolidated

31/03/2022

31/03/2021

31/03/2022

31/03/2021

GROSS TURNOVER AND OTHER INCOME

2,106.22

1,225.71

2,106.22

1,225.71

Profit before Finance Cost, Depreciation, Amortization expenses and Exceptional Item

255.44

57.79

255.44

57.79

Less: Finance Costs

524.00

588.39

524.00

588.39

Profit/(Loss) before Depreciation, Amortization expenses and Exceptional Item

(268.56)

(530.60)

(268.56)

(530.60)

Less: Depreciation and Amortization expenses

32.78

33.72

32.78

33.72

PROFIT/(LOSS) BEFORE TAX AND EXCEPTIONAL ITEM

(301.34)

(564.32)

(301.34)

(564.32)

Add/(Less): Exceptional item

(233.03)

57.78

(233.03)

57.78

Add: Share of profit of equity accounted investees

-

-

0.11

0.21

PROFIT/(LOSS) BEFORE TAX

(534.37)

(506.54)

(534.26)

(506.33)

Less: Tax (net)

(73.92)

(37.44)

(73.92)

(37.44)

PROFIT / (LOSS) FROM CONTINUING OPERATIONS AFTER TAX

(460.45)

(469.10)

(460.34)

(468.89)

PROFIT / (LOSS) from DISCONTINUED OPERATIONS

-

-

0.02

(0.24)

Add: Other Comprehensive Income

(102.06)

218.43

(102.08)

218.38

Total Comprehensive Income

(562.51)

(250.67)

(562.40)

(250.75)

Add: Balance in Statement of Profit and Loss of Previous Year (Incl. OCI)

(557.96)

(302.87)

(561.38)

(306.21)

SURPLUS AVAILABLE FOR APPROPRIATIONS

Appropriations to:

Dividend

-

(4.42)

-

(4.42)

Balance carried to Balance Sheet (Incl. OCI)

(1,120.47)

(557.96)

(1,123.78)

(561.38)

Previous year figures have been regrouped where necessary and have been re-stated as per Ind AS.


2. COMPANY RESULTS AND DIVIDEND

With normalcy slowly returning, the Company's turnover and other income have grown by 72% from ' 1,225.71 Crore in 202021 to ' 2,106.22 Crore in the current year. Correspondingly the operating loss has also reduced from ' 564.32 Crore to ' 301.34 Crore in the current year. The global business climate is facing uncertainty given the unresolved conflict in Europe impacting raw material prices and unrestricted movement of goods.

Considering the financial results of the Company for 2021-22 and the unsettled business environment, the Company is unable to declare a dividend for the current year. Consequently, no dividend shall also be paid on 8% Redeemable Non-Convertible NonCumulative Preference Shares for the financial year 2021-22.

The Company's revenues from real estate activity as per Ind AS reporting for FY 2021-22 was ' 430.76 Crore as compared to ' 410.17 Crore in FY 2020-21.

The construction of the two towers at Island City Center ("ICC"), Dadar, by Bombay Realty, is completed and final snag rectifications are in progress. Full Occupation Certificate for TWO

ICC is received and for ONE ICC Full Occupation Certificate is expected shortly which was delayed due to Covid-19 pandemic.

The real estate sector continued to suffer for part of the previous financial year due to Covid. During the year the lockdowns continued to impact sales and the walk-in on the site remained relatively low. Despite the odds, the Company used innovative distribution strategies to achieve sales numbers which were higher than the previous year. In the latter half of this year, we have seen positivity come back to the real estate sector and have put together a detailed distribution & marketing plan to capitalize on the positive sentiments and to further increase our sales numbers.

The Polyester Division ("PSF Division") achieved a turnover of ' 1,548.45 Crore during the year ended 31st March, 2022 as compared to ' 755.26 Crore in the previous year. The average capacity utilisation was 93%, significantly higher than previous year's 63% and the industry average capacity utilization of around 80%. Impact of COVID-19 2nd and 3rd wave combined with geopolitical events affected the crude oil prices, petrochemical

prices and demand for Polyester products. Ocean freights and Energy costs increased sharply in line with rising crude oil prices impacting the margins. However, your Company was able to maintain higher capacity utilization and stable margins by focusing on specialty fibres and innovative product mix. Geographical and product diversification with continuing efforts on energy efficiency should help your Company sustain higher volume and margins for Polyester Division.

Home & You, the Company's retail business achieved a turnover of ' 21.71 Crore during the year ended 31st March, 2022, as compared to ' 27.99 Crore in the previous year. Globally the retail industry was amongst the severely wedged sector by the Pandemic and subsequent lockdowns. The Company was also affected with supply side challenges during the period. The Company has further taken necessary initiatives to reduce the cost and lead time of distribution.

The Company has adopted a Dividend Distribution Policy in accordance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The same is available on the website of the Company https://bombaydyeing.com/pdfs/corporate/Dividend_ Distribution_Policy.pdf

3. CONSOLIDATED FINANCIAL RESULTS

As stipulated by Regulation 33 of the Listing Regulations, the Company has prepared Consolidated Financial Statement in accordance with the applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The Consolidated Financial Statement reflects the results of the Company and that of its subsidiary and associates. As required under Regulation 34 of the Listing Regulations, the Audited Consolidated Financial Statement together with the Independent Auditors' Report thereon is annexed and forms part of this Report.

The summarized Consolidated Financial Statement is provided above in point No.1 of this Report.

4. SUBSIDIARIES AND ASSOCIATES

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's subsidiary and associates in Form AOC-1 is forming part of the Consolidated Financial Statements.

5. FIXED DEPOSITS

During the year, the Company repaid the deposits aggregating to ' 0.13 Crore. Total deposits outstanding as on 31st March, 2022 amounted to ' 0.67 Crore out of which 51 deposits aggregating ' 0.44 Crore had matured but remained unclaimed.

6.

CREDIT RATING

Brickwork Ratings India Pvt. Ltd. has assigned the following ratings to the Company:

Facility

Tenure

Previous

Ratings

Current

Ratings

Fund Based

Term Loan Cash Credit

Long Term

BWR BBB (Pronounced as BWR BBB Plus) Outlook: Negative

BWR BBB (Pronounced as BWR BBB Plus) Outlook: Negative

Non Fund Based

Letter of Credit/ Bank Guarantee

Short

Term

BWR A2 (Pronounced as BWR A Two)

BWR A2 (Pronounced as BWR A Two)

Fund Based Fixed Deposit

Long Term

BWR FBBB (Pronounced as BWR F BBB ) Outlook: Negative

BWR FBBB (Pronounced as BWR F BBB ) Outlook: Negative

7. SHARE CAPITAL

The total Paid-up Share Capital as on 31st March, 2022 was ' 45.20 Crore comprising of 20,65,34,900 Equity Shares of ' 2/-each aggregating to ' 41.31 Crore and 3,88,800, 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of ' 100/-each aggregating to ' 3.89 Crore. Unlisted 3,88,800, 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of ' 100/- each which were due for redemption on 1st May, 2022 have been extended for redemption anytime within seven years from 1st May 2022 with the consent ofthe preference shareholders. There is no change in any other terms and conditions of the said Non-Convertible Non-Cumulative Preference Shares.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A.

9. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with related parties during the year under review which were in conflict with the interest of the Company. All the transactions entered into by the Company with Related Parties during the year under review were at arms-length basis and in ordinary course of business. Suitable disclosure required under the Accounting Standard (Ind AS 24) have been made in the notes to the Financial Statement.

As required under Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the website of the Company https://bombaydyeing.com/pdfs/corporate/RPT%20Policy.pdf

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statement.

11. INSURANCE

All the properties including buildings, plant and machinery and stocks have been adequately insured.

12. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2022 is uploaded on the website of the Company at www.bombaydyeing.com

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 141st Annual General Meeting the AGM of the Company held on 9th September, 2021, following appointment/re-appointment were approved by the members:

a) Mr. Suresh Khurana was appointed as Manager of the Company for a period of two years commencing from 9th August, 2021 to 8th August, 2023.

b) Mr. Rajesh Batra was appointed as a Non-Executive Independent Director of the Company for a period of five years commencing 9th August, 2021 to 8th August, 2026.

c) Mr. Vinesh Kumar Jairath was re-appointed as a Non-Executive Independent Director of the Company to hold the office for a second term of five years commencing from 9th February, 2022 to 8th February, 2027.

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ness N. Wadia, Director of the Company, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Mr. Keki M. Elavia, who was appointed as an Independent Director of the Company for a term of five years upto 21st May, 2022 by the members at the 137th AGM, in terms of Section 149 of the Act, is eligible for being re-appointed as an Independent Director of the Company. Consequently, the Board of Directors at its meeting held on 28th March, 2022 re-appointed Mr. Elavia for a second term commencing from 22nd May, 2022 till the conclusion of 144th AGM of the Company

to be held in the year 2024, not liable to retire by rotation. The appointment of Mr. Keki M. Elavia is subject to the approval of Members of the Company at the 142nd Annual General Meeting. Necessary resolutions for the re-appointment of Mr. Keki M. Elavia for the second term have been included in the Notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the Notice. Brief profile of Mr. Keki M. Elavia is also provided in the Notice convening the ensuing AGM for reference of the members. The Board recommends his appointment.

Mr. Hitesh Vora, Chief Financial Officer (CFO) and Chief Risk Officer (CRO) has resigned from the services of the Company and he ceases to be CFO and CRO from the close of business hour w.e.f. 8th May, 2022. The Board of directors at their meeting held on 4th May, 2022 appointed Mr. Vinod Jain as CFO and CRO of the Company w.e.f. 9th May, 2022.

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 of the Act and affirmed compliance with Wadia Code of Ethics and Business Principles as required under Regulation 26(3) of the Listing Regulations.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

Apart from reimbursement of expenses incurred in the discharge of their duties, Non-Executive Directors are entitled for remuneration as permissible under the Act.

Eight Board Meetings were duly convened and held during the year and the details of Board/Committee meetings held are provided in the Corporate Governance Report. The gap between meetings was within the period prescribed under the Act and Listing Regulations.

Board Evaluation

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committee's viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Board of Directors of the Company has adopted, on recommendation of the Nomination and Remuneration Committee, a Policy for Selection and Appointment of Directors, Senior Management and their Remuneration.

A brief detail of the policy is given in the Corporate Governance Report and also posted on the website of the Company http:// www.bombaydyeing.com/pdfs/corporate/corporatepdf09.pdf

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual financial statements for the year ended 31st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 and of the loss of the company for that period;

c) Have taken proper and sufficient care for 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 fraud and other irregularities;

d) Have prepared the annual accounts on a going concern basis;

e) Have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are 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, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2021-22.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report is given in Annexure B to this Report.

16. CORPORATE GOVERNANCE

A separate report on Corporate Governance pursuant to Regulation 34(3) of the Listing Regulations, read with Part C of Schedule V thereof, along with a certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to this Report as Annexure C.

17. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34(2)(f) of the Listing Regulations the Business Responsibility Report ("BRR") of the Company for FY 2021-22 is forming part of the Report as Annexure D.

18. PARTICULARS OF EMPLOYEES

Details of remuneration of Directors, KMPs and employees as per Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Report as Annexure E. However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees' remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to grievance_redressal_cell@ bombaydyeing.com.

19. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and same is posted on the website of the Company and can be accessed at https://bombaydyeing.com/pdfs/ corporate/corporatepdf08.pdf

The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. No complaint under above said policy has been received during the FY 2021-22.

20. AUDITORS Statutory Auditors

Pursuant to Section 139 of the Act and Rules made thereunder, the Company at its 138th AGM appointed M/s. Bansi S. Mehta & Co. (Firm Registration No. 100991W) as the Statutory Auditors of

the Company for a period of 5 years from the conclusion of 138th AGM until the conclusion of 143rd AGM of the Company. The Company has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Company.

Pursuant to amendments in Section 139 of the Act, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with.

The Reports given by M/s. Bansi S. Mehta & Co., Chartered Accountants on the standalone and consolidated financial statements of the Company for FY 2021-22 are part of the Annual Report.

Cost Auditors

Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records of the Company are required to be audited. The Directors, on the recommendation of the Audit Committee, appointed M/s. D. C. Dave & Co., (Firm Registration No. 000611) Cost Accountants, to audit the cost accounts of the Company for the FY ending 31st March, 2023 on a remuneration of ' 5,50,000/- (Rupees Five Lakh Fifty Thousand) plus out of pocket expenses and applicable taxes. The remuneration payable to the Cost Auditor is required to be ratified by the shareholders at the ensuing AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure F.

Internal Auditors

At the Board Meeting held on 4th May, 2022, M/s. PKF Sridhar & Santhanam LLP, were appointed as the Internal Auditors of the Company for FY 2022-23.

21. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director's Report.

22. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going

23. MATERIAL CHANGES AND COMMITMENTS

There was no reportable material event in the Company during the year.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Internal Financial Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Company's assets. Details about the adequacy of Internal Financial Controls are provided in the Management Discussion and Analysis Report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act, comprising of three Directors including Independent Director. The composition and report on CSR is attached herewith as

Annexure G.

26. AUDITORS QUALIFICATIONS

Statutory Auditors' Report, Cost Auditors' Report and Secretarial Auditors' Report do not contain any qualification, reservation or adverse remarks.

27. RISK MANAGEMENT

The Company has constituted a Risk Management Committee in terms of the requirements of Regulation 21 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

28. AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

29. VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any non-compliance and wrong practices, e.g., unethical behavior, fraud, violation of law, inappropriate behavior/conduct, etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

The Policy framed by the Company is in compliance with the requirements of the Act and the Listing Regulations and is available on the website of the Company.

30. INVESTOR EDUCATION PROTECTION FUND

During FY 2021-22, the Company has transferred ' 27,25,655 to Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

In accordance with the aforesaid provisions, the company has transferred 1,79,595 equity shares held by 638 Shareholders as on 31st March, 2014 whose dividends were remaining unpaid/ unclaimed for seven consecutive years i.e. from FY 2013-14 to IEPF Authority. Any shareholder whose shares are transferred to IEPF Authority can claim the shares by making an online

application in Form IEPF-5 (available on www.iepf.gov.in) with a copy to the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

32. APPRECIATION

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from franchisees, dealers, agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

On behalf of the Board of Directors NUSLI N.WADIA

Place : Mumbai Chairman

Date: 4th May 2022. (DIN:0 0 015731)