| 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
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