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
and Tax (EBIDT) 912.21 632.78 1037.26 704.96
Less: Interest 474.09 502.99 534.15 571.13
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
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.
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
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.
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.
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.
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.
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.
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.
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
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
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
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION
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.
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,
CHAIRMAN & MANAGING DIRECTOR
DATE : August 12, 2013