To the Members,
The Directors take pleasure in presenting their 22nd Annual Report of
the Company together with the Audited Financial Statement for the year
ended 31st March 2014.
FINANCIAL RESULTS (Rs. In Lacs)
Description Stand Alone Consolidated
Year Ended Year Year Ended Year
31.03.14 Ended 31.03.14 Ended
Revenue 16337.55 23659.28 19528.73 27196.61
Other Income 311.58 373.85 433.32 422.35
Total Expenditure 15816.79 23120.92 19159.23 26581.7
Earnings before Interest,
Depreciation and Tax (EBIDT) 832.34 912.21 802.82 1037.26
Less: Interest 486.60 474.09 531.00 534.15
Earnings Before Depreciation
and Tax (EBDT) 345.74 438.12 271.82 503.11
Less: Depreciation 124.29 124.92 141.15 142.58
Profit before Tax (PBT) 221.45 313.20 130.67 360.53
Less: Adjustment of
Exceptional Item 1850.24 0.00 1850.69 0.00
Profit/(Loss) before Tax after
Exceptional items (1628.79) 313.20 (1720.02) 360.53
Less: Tax Provision (Current,
Deferred, FBT and Earlier Year
adjustment) (8.48) 211.65 (11.22) 229.68
Profit/(Loss) after Tax (1620.31) 101.55 (1708.80) 130.85
During the year under review, the Company achieved revenue of Rs.
16337.55 Lacs as against Rs.23659.28 Lacs in previous year. The Company
has incurred a Net loss aftertax of Rs. 1620.31 Lacs as against Net
Profit aftertax of Rs.101.55 lacs for the corresponding previous
During the year under review, the Company achieved revenue of Rs.
19528.73 Lacs as against Rs. 27196.61 Lacs in previous year. The
Company has incurred a Net loss after tax of Rs. 1708.80 Lacs as
against Net Profit after tax of Rs. 130.85 lacs for the corresponding
previous financial year.
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.
The Register of Members and Share Transfer Books will remain closed
from September 22, 2014 to September 29, 2014, both days inclusive. The
Annual General Meeting of the Company will be held on September 29,
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 activities. Also, in order to establish a place in
International Market byway of formation and acquisition of business set
up abroad, Bang HK Limited has incorporated its Subsidiary known as
Grand Fashion Textile (Shanghai) Co. Ltd at China and is planning to
remit money to the subsidiary towards its Share Capital.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the applicable Accounting Standards AS 21 on
Consolidated Financial Statements read with AS 23 on Accounting of
Investments in Associates, your Director''s provide the Audited
Consolidated Financial Statements in this 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. Bang Europa S.R.O
3. Bang HK Limited
4. Grand Fashion Textile (Shanghai) Co., Ltd (Step Down Subsidiary)
5. A.S. Raiment Pvt Ltd.
In terms of the general exemption granted by the Central Government
vide their General Circular No.2/2011 dated 8th February 2011 under
Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit
and Loss Account and other documents of the subsidiary companies are
not being attached with the Balance Sheet of the Company. The Company
will make available the Annual Accounts of the subsidiary companies and
the related detailed information 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 inspection at the
Registered Office of the Company and that of the respective subsidiary
companies. The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary companies.
Pursuant to Section 149 of the Companies Act, 2013, the Board at its
meeting held on August, 13, 2014 recommended appointment of Mr. Vijay
Dattatraya Ajgaonkar, Mr. Mithilesh Kumar Sinha and Mr. Subrata Kumar
Dey as Independent Directors of the Company, not liable to retire by
rotation for a period of five years from the date of its 22nd Annual
General Meeting subject to approval of the Members of the Company.
These Directors have given the declarations to the Board that they meet
the criteria of independence as provided under Section 149(6) of the
said Act and also confirmed that they will abide by the provisions as
mentioned in Schedule IV of the Companies Act, 2013.
The Board recommends the resolutions for your approval for the above
None of the Directors of the Company is disqualified under Section
164(2) of the Companies Act, 2013.
In terms of the Articles of Association of the Company, Mr. Brijgopal
Bang retire by rotation at the ensuing Annual General Meeting and,
being eligible, offer himself for reappointment.
APPOINTMENT OF KEY MANAGERIAL PERSONNEL
As per requirement of Section 203 of the Companies Act 2013, the
company has appointed, Mr. Jaydas Tulshiram Dighe as Chief Financial
Officer of the Company w.e.f 30th May, 2014.
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
M/s Rajendra K. Gupta & Associates, Chartered Accountants, the
Statutory Auditors of the Company, hold office until the ensuing Annual
General Meeting (AGM). The said Auditors have furnished the Certificate
of their eligibility for re-appointment. Pursuant to the provisions of
Section 139 of the Companies Act, 2013 and the Rules framed thereunder,
it is proposed to appoint M/s Rajendra K. Gupta & Associates, Chartered
Accountants as Statutory Auditors of the Company from the conclusion of
the forthcoming AGM till the conclusion of the 25th AGM to be held in
the year 2017, subject to ratification of their appointment at the
The observations 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 Section 217 of the Companies Act, 1956.
As required under Section 204 of the Companies Act, 2013, the Board at
its meeting held on August 13, 2014 has appointed Mr. Hitesh Kothari,
Partner, Kothari H. & Associates, Practicing Company Secretaries as
Secretarial Auditor for the Financial year 2014-15.
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 Shareholders. 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.
PARTICULARS OF EMPLOYEES
There is no employee in the Company whose particulars are required to
be given under section 217(2A)ofthe Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended.
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 National Stock
Exchange of India Limited and BSE Limited and the Company has paid the
Listing fees to the above Exchanges for the year 2014-15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT
AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo as required under Section 217(1
)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
the Particulars in the Report of Board of Directors) Rules, 1988 is
given byway 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 Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
1. In preparation of the Annual Accounts for the financial year 2013-
2014, the applicable accounting standards have been followed.
2. 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 that period.
3. 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.
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 Education and Protection
Fund established by the Central Government pursuant to Section 205C of
the Companies Act, 1956
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 13, 2014