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Directors Report Year End : Mar '14    « Mar 13
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
                                            31.03.13           31.03.13
 
 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
 
 
 
 
 PERFORMANCE REVIEW
 
 Stand Alone
 
 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
 financial year.
 
 Consolidated
 
 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,
 2014.
 
 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 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.
 
 SUBSIDIARY COMPANIES:
 
 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.
 
 DIRECTORS
 
 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
 appointments.
 
 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
 Annual Report.
 
 STATUTORY AUDITORS
 
 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
 subsequent AGMs.
 
 AUDITOR''S REPORT
 
 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.
 
 SECRETARIAL AUDITOR
 
 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.
 
 CORPORATE GOVERNANCE
 
 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.
 
 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 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
 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 Education and Protection
 Fund established by the Central Government pursuant to Section 205C of
 the Companies Act, 1956
 
 ACKNOWLEDGEMENT
 
 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
 
                                               Sd/-
                                           BRIJGOPAL BANG
                                          (DIN: 00112203)
                                   CHAIRMAN & MANAGING DIRECTOR
 
 Place: Mumbai
 Date: August 13, 2014
Source : Dion Global Solutions Limited
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