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Bang Overseas Directors Report, Bang Overseas Reports by Directors
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Bang Overseas
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Directors Report Year End : Mar '13    « Mar 12
To the Members,
 
 The Directors take pleasure in presentng their 21st Annual Report of
 the Company together with the Audited Financial Statement for the year
 ended 31st March 2013.
 
 FINANCIAL RESULTS:                                      (Rs. In lacs)
 
                                Stand Alone            Consolidated
 Descripton              Year Ended  Year Ended  Year Ended  Year Ended
                           31.03.13    31.03.12    31.03.13    31.03.12
 
 Revenue                   23659.28    13723.79    27196.61    17612.85
 
 Other Income                373.85      357.78      422.35      370.15
 
 Total Expenditure         23120.92    13448.79     26581.7    17278.04
 
 Earnings before 
 Interest, Depreciaton
 and Tax (EBIDT)             912.21      632.78     1037.26      704.96
 
 Less: Interest              474.09      502.99      534.15      571.13
 
 Earnings Before
 Depreciaton And Tax 
 (EBDT)                      438.12      129.79      503.11      133.83
 
 Less: Depreciaton           124.92      123.42      142.58      138.35
 
 Proft before Tax (PBT)       313.2        6.37      360.53       -4.52
 
 Tax Provision (Current,
 Deferred, FBT and 
 Earlier Year adjustment)    211.65      -16.45      229.68      -16.06
 
 Proft afer Tax (PAT)        101.55       22.82      130.85       11.54
 
 
 PERFORMANCE REVIEW
 
 Stand Alone
 
 During the year under review, the Company achieved revenue of
 Rs.23659.28 Lacs as against Rs.13723.79 Lacs in previous year i.e.
 increase by 72.36% to the corresponding previous year. The Net Proft
 afer Tax to the tune of Rs.101.55 Lacs as against Net Proft of Rs.
 22.82 lacs for the corresponding previous fnancial year i.e increase of
 345% to the corresponding previous year.  The company has registered
 good income growth as compared to last year.
 
 Consolidated
 
 During the year under review, the Company achieved revenue of
 Rs.27196.66 Lacs as against Rs.17612.85 Lacs in previous year i.e.
 increase by 54.41% to the corresponding previous year. The Net Proft
 afer Tax to the tune of Rs.130.85 Lacs as against Net Proft of Rs.
 11.54 Lacs for the corresponding previous fnancial year i.e increase of
 1033.88% to the corresponding previous year.
 
 DIVIDEND AND TRANSFER TO RESERVES
 
 Your Company is undertaking some expansion plans and in order to meet
 the fnancial requirements for these plans, your Director''s propose to
 plough back the profts and do not recommend any dividend for the year
 2013-14. No amount is proposed to be transferred to Reserves.
 
 The Register of Members and Share Transfer Books will remain closed
 from 16th September, 2013 to 22nd September, 2013, both days inclusive.
 The Annual General Meetng of the Company will be held on 24th
 September, 2013
 
 BUSINESS OPERATIONS
 
 OVERSEAS INVESTMENTS/ACQUISITIONS
 
 Your Company has 2 (Two) Wholly Owned Subsidiaries namely Bang Europa
 S. R. O. at Slovakia and Bang HK Limited at Hong Kong in order to
 expand its business actvites. Also, in order to establish a place in
 Internatonal Market by way of formaton and acquisiton of business set
 up abroad, Bang HK Limited has incorporated its Subsidiary known as
 Bang & Scot LLC at Macedonia and is planning to remit money to the
 subsidiary towards its Share Capital.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the applicable Accountng Standards AS 21 on
 Consolidated Financial Statements read with AS 23 on Accountng of
 Investments in Associates, your Director''s provide the Audited
 Consolidated Financial Statements in this Annual Report.
 
 Business Outlook, Operatons 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 repetton.
 
 SUBSIDIARY COMPANIES
 
 Your Company has following subsidiaries during the year under review:
 
 1. Vedanta Creatons Limited
 
 2. Bang Europa S.R.O
 
 3. Bang HK Limited
 
 4. Bang & Scot LLC (Step Down Subsidiary)
 
 5. A.S. Raiment Pvt Ltd.
 
 In terms of the general exempton granted by the Central Government vide
 their General Circular No.2/2011 dated 8th February 2011 under Secton
 212(8) of the Companies Act, 1956, the Balance Sheet, Proft and Loss
 Account and other documents of the subsidiary companies are not being
 atached with the Balance Sheet of the Company. The Company will make
 available the Annual Accounts of the subsidiary companies and the
 related detailed informaton to any member of the Company who may be
 interested in obtaining the same. The annual accounts of the Subsidiary
 Companies will also be kept open for inspecton at the Registered Ofce
 of the Company and that of the respectve Subsidiary Companies. The
 Consolidated Financial Statements presented by the Company include the
 fnancial results of its Subsidiary Companies.
 
 DIRECTOR''S
 
 During the year, Mr. Venugopal Bang, Chairman, resigned from the Board
 of Directors w.e.f. 14th Febraury, 2013 and Mr.Viswanath Cheruvu,
 Independent Director, resigned from Board of Directors w.e.f 21st
 November 2012 and Mr. Subrata Kumar Dey, Mr. Raghvendra Bang and Mr.
 Purshotam Bang were appointed as Additonal Directors w.e.f 14th
 February 2013. As per Secton 260 of the Companies Act, 1956, Mr.
 Subrata Kumar Dey, Mr. Raghvendra Bang and Mr. Purshotam Bang who are
 Additonal Directors, will cease to hold the ofce of the Director at the
 conclusion of the fourthcoming Annual General Meetng. As per Secton 257
 of the Companies Act, 1956, the Company has recived notces along with
 deposits from the members proposing the canditatures for the ofces of
 Director of the Company. None of the Directors of the Company is
 disqualifed under Secton 274(1)(g) of the Companies Act, 1956. In terms
 of the provisions of Secton 255 and 256 of the Companies Act, 1956 and
 the Artcles of Associaton of the Company, Dr. Mithilesh Kumar Sinha
 retre by rotaton at the ensuing Annual General Meetng and, being
 eligible, ofer himself for reappointment.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis of the fnancial conditon and results
 of the operatons of the Company for the year under review, as stpulated
 under Clause 49 of the Listng Agreement with the Stock Exchanges., is
 presented in a separate secton forming part of the Annual Report.
 
 STATUTORY AUDITORS
 
 M/s. Rajendra K. Gupta & Associates, Chartered Accountants holds ofce
 up to conclusion of Annual General Meetng. The Board recommends the
 re-appointment of M/s. Rajendra K. Gupta & Associates, Chartered
 Accountants as the Statutory Auditors of the Company to hold ofce from
 the conclusion of Annual General Meetng untl the conclusion of next
 Annual General Meetng.
 
 AUDITOR''S REPORT
 
 The observatons made in the Auditor''s Report, read together with the
 relevant notes thereon are self-explanatory and hence, do not call for
 any comments under Secton 217 of the Companies Act, 1956.
 
 CORPORATE GOVERNANCE
 
 The Company is commited 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
 practces as prevalent globally.
 
 Your Company has complied with the requirements of Clause 49 of the
 Listng Agreement regarding Corporate Governance. A Report on the
 Corporate Governance and Practcing Company Secretary''s Certfcate on
 Compliance of Corporate Governance are annexed as a part of this Annual
 Report for the informaton of the Shareholder''s. The Company has also
 obtained the requisite certfcate from the Managing Director of the
 Company. The Managing Director''s declaraton regarding Compliance with
 Company''s Code of Conduct for Directors and Senior Management Personnel
 forms a part of the Report on Corporate Governance.
 
 PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Secton 217(2A) of the Companies Act,
 1956, read with (Partculars of Employees) Rules 1975 as amended, the
 names and other partculars are required to be set out in the Annexure
 to the Directors'' Report.
 
 However, having regard to the provisions of Secton 219(1) (b) (iv) of
 the said Act, the Annual Report excluding the aforesaid informaton is
 being sent to all the members of the Company and others enttled
 thereto. Any member interested in obtaining such partculars may write
 to the Company Secretary at the Registered Ofce of the Company.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any Fixed Deposits during the year and as
 such, no amount of principal or interest was outstanding as on date of
 Balance Sheet.
 
 LISTING
 
 At present, the Company''s Equity Shares are listed at Natonal Stock
 Exchange of India Limited and Bombay Stock Exchange Limited and the
 Company has paid the Listng fees to the above Exchanges for the year
 2013-14.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
 AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Informaton relatng to conservaton of Energy, Technology Absorpton and
 Foreign Exchange Earnings and Outgo as required under Secton 217(1)(e)
 of the Companies Act, 1956 read with the Companies (Disclosure of the
 Partculars in the Report of Board of Directors) Rules, 1988 is given by
 way of Annexure I to this Report.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Total foreign exchange earnings and outgo is stated in Notes forming
 part of the Financial Statements.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Secton 217(2AA) of the Companies Act, 1956 the Board of
 Directors of the Company confrms that- 1.  In preparaton of the Annual
 Accounts for the fnancial year 2012- 2013, the applicable accountng
 standards have been followed.
 
 2.  The Directors had selected such Accountng Policies and applied them
 consistently and made judgments and estmates that are reasonableand
 prudent so as to give a true and fair view of the state of afairs of
 the company at the end of the fnancial year and of the proft or loss of
 the company for that period.
 
 3.  The Directors had taken proper and sufcient care for the
 maintenance of adequate accountng records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventng and detectng fraud and other irregularites.
 
 4.  The Directors had prepared the Annual Accounts on a going concern
 basis.
 
 TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
 FUND (IEPF)
 
 During the year, there were no amounts which remained unpaid /
 unclaimed for a period of 7 years and which were required to be
 transferred by the Company to the Investor Educaton and Protecton Fund
 established by the Central Government pursuant to Secton 205C of the
 Companies Act, 1956.
 
 ACKNOWLEDGEMENT
 
 The Director sincerely appreciates the contributons made by all the
 employees, associates and business partners who have contributed
 towards the success of the Company. The Directors place on record their
 grattude for the contnuing support of Shareholders, bankers and
 Business associates at all levels.
 
                           For and on behalf of the Board of Directors,
 
                                                                  Sd/-
 
                                                        BRIJGOPAL BANG
 
                                          CHAIRMAN & MANAGING DIRECTOR
 
 PLACE: Mumbai
 
 DATE : August 12, 2013
Source : Dion Global Solutions Limited
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