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Bang Overseas

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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 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.
 
 FINANCIAL RESULTS
 
                                                          ( Rs. In Lacs)
 
 Description                                      Standalone
 
                                             Year ended       Year ended
                                             31.03.2015       31.03.2014
 
 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
 Item
 
 Profit/ (Loss) before Tax after               (562.61)        (1628.79)
 Exceptional items
 
 Less: Tax Provision (Current,                  (30.67)           (8.48)
 Deferred, FBT and Earlier Year
 adjustment)
 
 Profit/(Loss) after Tax (PAT)                 (531.94)        (1620.31)
 
 
 
 Description                                        Consolidated
 
                                             Year ended       Year ended
                                             31.03.2015       31.03.2014
 
 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
 Item
 
 Profit/ (Loss) before Tax after               (591.25)        (1720.02)
 Exceptional items
 
 Less: Tax Provision (Current,                  (31.83)          (11.22)
 Deferred, FBT and Earlier Year
 adjustment)
 
 Profit/(Loss) after Tax (PAT)                 (559.42)        (1708.80)
 
 
 PERFORMANCE REVIEW
 
 Stand Alone
 
 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.
 
 Consolidated
 
 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
 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. 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,
 2015.
 
 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
 IN FUTURE
 
 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.
 
 SUBSIDIARY COMPANIES:
 
 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
 under review.
 
 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
 http://www.banggroup.com/images/policies/Policy%20for%20Determin
 ing%20Material%20Subsidiaries BOL.pdf
 
 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.
 
 DEPOSITS
 
 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.
 
 STATUTORY AUDITORS
 
 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
 AUDITOR''S REPORT:
 
 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.
 
 SHARE CAPITAL
 
 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
 this Report.
 
 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
 report.
 
 DIRECTORS
 
 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
 office.
 
 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
 any
 
 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
 Listing Agreement.
 
 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
 BOL.pdf
 
 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.
 
 VIGIL MECHANISM:
 
 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.
 
 AUDIT COMMITTEE
 
 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.
 
 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 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.
 
 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 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
 basis; and
 
 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
 Annual Report.
 
 RISK MANAGEMENT
 
 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
 sexual harassment.
 
 ACKNOWLEDGMENT
 
 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
 
                                                         BRIJGOPAL BANG
                                                         (DIN: 00112203)
                                           CHAIRMAN & MANAGING DIRECTOR
 Place: Mumbai
 Date: August 14, 2015
Source : Dion Global Solutions Limited
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