The Directors take pleasure in presenting their 23rd Annual Report of
the Company together with the Audited Financial Statement for the year
ended 31st March 2015.
( Rs. In Lacs)
Year ended Year ended
Revenue 12888.54 16337.55
Other Income 278.41 311.58
Total Expenditure 12980.71 15816.79
Earnings before Interest, 186.24 832.34
Depreciation and Tax (EBIDT)
Less: Interest 484.79 486.60
Earnings Before Depreciation (298.55) 345.74
and Tax (EBDT)
Less: Depreciation 264.06 124.29
Profit before Tax (PBT) (562.61) 221.45
Less: Adjustment of Exceptional 0.00 1850.24
Profit/ (Loss) before Tax after (562.61) (1628.79)
Less: Tax Provision (Current, (30.67) (8.48)
Deferred, FBT and Earlier Year
Profit/(Loss) after Tax (PAT) (531.94) (1620.31)
Year ended Year ended
Revenue 14884.87 19528.73
Other Income 337.53 433.32
Total Expenditure 14972.67 19159.23
Earnings before Interest, 249.73 802.82
Depreciation and Tax (EBIDT)
Less: Interest 543.71 531.00
Earnings Before Depreciation (293.98) 271.82
and Tax (EBDT)
Less: Depreciation 297.27 141.15
Profit before Tax (PBT) (591.25) 130.67
Less: Adjustment of Exceptional 0.00 1850.69
Profit/ (Loss) before Tax after (591.25) (1720.02)
Less: Tax Provision (Current, (31.83) (11.22)
Deferred, FBT and Earlier Year
Profit/(Loss) after Tax (PAT) (559.42) (1708.80)
During the year under review, the Company has achieved revenue of Rs.
12888.54 Lacs as against Rs. 16337.55 Lacs in previous year. The
Company has incurred a Net loss after tax of Rs. 531.94 Lacs as against
Net loss after tax of Rs. 1620.31 lacs for the corresponding previous
financial year. Due to adverse market conditions, the turnover of your
company has been decreased. Your Directors are hopeful for better sales
realisation and profit in the next year.
During the year under review, the Company has achieved revenue of Rs.
14884.87 Lacs as against Rs. 19528.73 Lacs in previous year. The
Company has incurred a Net loss after tax of Rs. 559.42 Lacs as against
Net Loss after tax of Rs. 1708.80 lacs for the corresponding previous
DIVIDEND AND TRANSFER TO RESERVES
In view of the business loss incurred during the year, your Director''s
do not recommend any dividend for the year 2014-15. No amount is
transferred to reserves.
The Register of Members and Share Transfer Books will remain closed
from September 24, 2015 to September 29, 2015 (both days inclusive).
The Annual General Meeting of the Company will be held on September 29,
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There is no material changes and commitments occurred which affecting
the financial position of the Company between the end of the financial
year and as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company''s
operations in future.
INTERNAL FINANCIAL CONTROL:
The Internal Financial Control with reference to financial statements
as designed and implemented by the Company are adequate.
During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act, 2013 and Accounting Standard (AS)
- 21 on Consolidated Financial Statements read with AS - 23 on
Accounting for Investments in Associates, the Audited Consolidated
Financial Statement is provided in the Annual Report.
Business Outlook, Operations and Performance are discussed in detail in
the Management Discussion & Analysis forming a part of this Report and
have not been incorporated here to avoid repetition.
During the year under review, your Company has following subsidiaries:
1. Vedanta Creations Limited
2. A.S. Raiment Pvt Ltd.
3. Bang Europa s.r.o.
4. Bang HK Limited
There is no change in the subsidiaries of the Company during the year
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of financial statements
of subsidiaries, associates and joint venture companies in Form AOC-1
is attached to the Notes forming a part of consolidated financial
statement. The Company does not have any material subsidiary. The
policy for determining material subsidiaries framed by the Board of
Directors is available on website of the Company at the link
The separate audited financial statements in respect of each of the
subsidiary companies for the year ended March 31, 2015 is placed on the
Company''s website www.banggroup.com and shall also be kept open for
inspection at the Registered Office of the Company. The Company will
also make available these documents upon request by any Member of the
Company interested in obtaining the same.
The Company does not have Deposits as contemplated under Chapter V of
the Companies Act, 2013. Further, the Company has not invited or
accepted any such deposits during the year ended March 31,2015.
At the Annual General Meeting, Members are requested to ratify the
appointment of M/s. Rajendra K. Gupta & Associates, Chartered
Accountants, Mumbai, (Registration No. 108373W) as Auditors of the
Company made by resolution passed at the 22nd Annual General Meeting of
the Company, to hold office from the conclusion of the 22nd Annual
General Meeting until the conclusion of the 25th Annual General
Meeting, for the balance term and accordingly they continue to hold
office from the conclusion of the 23rd Annual General Meeting until the
conclusion of the 25th Annual General Meeting on such remuneration as
may be fixed by the Board.
DIRECTORS COMMENT ON AUDITOR''S QUALIFICATION & ADVERSE REMARK IN
The Auditors has made qualification and marked adversely in their
report in the para (i)(a) and (i)(b) in respect of the report under
Companies (Auditor''s Report) Order, 2015.
The Directors comment on these qualification and remarks as- The
management will make necessary efforts to maintain the quantitative
details and situation of fixed assets and also to physically verify the
same at reasonable intervals.
The paid up Equity Share Capital as on March 31,2015 was Rs. 1356
Lakhs. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity nor made any provision for purchase of its own shares by
employees or by trustees for the benefit of employees.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information relating to conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as required under Section
134(3)(m) of the Companies Act, 2013 is given by way of Annexure A to
EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES
(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3)
(a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts)
Rules, 2014 and Rule 12 of Companies (Management & Administration)
Rules, 2014 is annexed hereto as Annexure B and forms part of this
A) Changes in Directors and Key Managerial Personnel
During the Financial year, Mr. Mithilesh Kumar Sinha, an Independent
Director of the Company resigned as director w.e.f. November 03, 2014.
The Board has placed on record its appreciation for the outstanding
contribution made by Mr. Mithilesh Kumar Sinha during his tenure of
Pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the
Listing agreement, the Board at its meeting held on February 02, 2015
appointed Mrs. Swati Sahukara as an additional independent Director.
Ms. Nishi Vijay Vargiya has resigned from the post of Company Secretary
w.e.f. June 30, 2014 and Ms. Hemali Gohil has been appointment as
Company Secretary of the Company w.e.f. September 22, 1014.
None of the Directors of the Company is disqualified under Section
164(2) of the Companies Act, 2013.
Pursuant to provisions of section 152(6) of the Companies Act, 2013,
Mr. Raghvendra Bang retires by rotation at the ensuing Annual General
Meeting and, being eligible, offer himself for reappointment.
B) Declaration by an Independent Director(s) and re- appointment, if
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.
C) Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee.
While independent directors in their separate meeting have carried out
to assess the performance of Chairman & MD and other Directors of the
Board more particularly about their business acumen and contribution to
the Company, the performance evaluation of the Independent Directors
was carried out by the entire Board.
The Independent Directors expressed their satisfaction with the
evaluation process, functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and performance
of duties, obligations, responsibilities and governance.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the financial year, the details of
which are given in the Corporate Governance report that forms part of
this Annual Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
Additionally, during the financial year ended March 31, 2015 a separate
meeting of the Independent Directors was held in compliance with the
requirements of the Companies Act, 2013 and Clause 49(II)(B)(6) of the
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All the transactions/contracts/arrangements of the nature as specified
in Section 188(1) of the Companies Act, 2013 entered by the Company
during the year under review with related party (/ies) are in the
ordinary course of business and on arms'' length basis. Hence, Section
188(1) is not applicable and consequently no particulars in form AOC-2
have been furnished. Related Party transaction policy is posted on the
website of the company and is available at http:// www.banggroup.com
/images / policies / Policy%20on%20Related%20Party%20Transactions
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has, in compliance with the
provisions of section 204 of the companies Act, 2013, appointed Mr.
Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company
Secretary to carry out secretarial audit of the company for the
financial year 2014-15.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is
annexed as Annexure C to this report. No adverse comments have been
made in the said report by the Practicing Company Secretary.
PARTICULARS OF EMPLOYEES
The information as required under the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are set out in
Annexure D hereto, which forms part of this report.
During the financial year 2014-15, there were no employee in the
Company whose particulars are required to be given in terms of Section
197 (12) of the Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
However, in accordance with the provisions contained in the proviso to
Section 136(1) of the Companies Act, 2013, the aforesaid particulars
are not being sent as a part of this Annual Report. Any Member
interested in obtaining a copy of the same may write to the Company
Secretary at the registered office of the Company.
The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is
in line with the provisions of section 177 of the Companies Act, 2013
read with Clause 49 of the Listing Agreement. Further details in
respect of the vigil mechanism is provided in the corporate governance
report which forms part Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
The Board has framed a Nomination and Remuneration Committee in
accordance with the provisions of Section 178 of the Companies Act,
2013 and Clause 49 of the Listing Agreement. Kindly refer section on
Corporate Governance, under the head, ''Nomination and Remuneration
Committee'' for matters relating to constitution, meetings, functions of
the Committee and the remuneration policy formulated by this Committee.
The Nomination & Remuneration policy is annexed hereto as Annexure E
and forms part of this report.
An Audit Committee is in existence in accordance with the provisions of
Section 177 of the Companies Act, 2013 and Clause 49 of the listing
agreement. Kindly refer to the section on Corporate Governance, under
the head, ''Audit Committee'' for matters relating to constitution,
meetings and functions of the Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
A Stakeholders Relationship Committee is in existence in accordance
with the provisions of section 178 of the Companies Act, 2013. Kindly
refer to the section on Corporate Governance, under the head,
''Stakeholders Relationship Committee'' for matters relating to
constitution, meetings and functions of the Committee.
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The Company has implemented several best corporate governance
practices as prevalent globally.
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A Report on the
Corporate Governance and Practicing Company Secretary''s Certificate on
Compliance of Corporate Governance are annexed as a part of this Annual
Report for the information of the Shareholder''s. The Company has also
obtained the requisite certificate from the Managing Director of the
Company. The Managing Director''s declaration regarding Compliance with
Company''s Code of Conduct for Directors and Senior Management Personnel
forms a part of the Report on Corporate Governance.
At present, the Company''s Equity Shares are listed at National Stock
Exchange of India Limited and BSE Limited and the Company has paid the
Listing fees to the above Exchanges for the year 2015-16.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(C) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
a. In preparation of the Annual Accounts for the year ended March 31,
2015, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
b. The Directors 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 loss of the
company for the year ended on that date;
c. The Directors 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;
d. The Directors had prepared the Annual Accounts on a going concern
e. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f. 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.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis of the financial condition and
results of the operations of the Company for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges., is presented in a separate section forming part of the
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses risks in the internal and external
environment, along with the cost of rating risks and incorporate risk
treatment plans in strategy, business and operational plans.
As per Section 134(3)(n) of the Companies Act, 2013, The Board of
Directors have approved the Risk Management Policy for the company.
Some of the risks which may pose challenges are set out in Management
Discussion and Analysis Report which forms part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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 Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. During the
financial year 2014-15, the Company has received nil complaints on
The Director sincerely appreciates the contributions made by all the
employees, associates and business partners who have contributed
towards the success of the Company. The Directors place on record their
gratitude for the continuing support of Shareholders, bankers and
Business associates at all levels.
For and on behalf of the board of directors
CHAIRMAN & MANAGING DIRECTOR
Date: August 14, 2015