The Director''s present with immense pleasure, the TWENTIETH ANNUAL
REPORT along with the Audited Statement of Accounts of the Company for
the year ended 31st March 2012.
(Rs. In lacs)
Stand Alone Consolidated
Description Year *Year Year *Year
Ended Ended Ended Ended
31.03.12 31.03.11 31.03.12 31.03.11
Revenue 13723.79 14.267.71 17612.85 17243.40
Other Income 357.78 60139 370.15 633.90
Total Expenditure 14075.2 14708.60 17987.23 17871.83
Interest, Depreciation and Tax 527.60 1039.82 577.76 1164.74
Less: Interest 397.81 392.24 443.93 416.89
Depreciation And Tax (EBDT) 129.79 647.58 133.83 747.85
Less: Depreciation 123.42 154.52 138.35 159.57
Profit before Tax (PBT) 637 493.06 (4.52) 1138.29
Tax Provision (Current,
Deferred, FBT and Earlier 16.45 293.7 16.06 303.74
Profit after Tax (PAT) 22.82 786.76 11.53 834.55
*Consequent to transfer of Retail Division of the Parent Company, the
financial statements of the Group for the year ended 31 March 2012 does
not include the operations of the Retail Division business and is
therefore not strictly comparable with the figures of the previous year
ended 31 March 2011.
PERFORMANCE REVIEW Stand Alone
Your Company has earned a Revenue of Rs. 13723.79 lakhs for the year
ended 31st March, 2012. Also, the Total Expenditure of the Company has
reduced from Rs. 14708.60 lakhs to Rs. 14075.20 lakhs leading to a
reduction of 4.31% as compared to the last year. On account of the
economic slowdown and unfavorable situations, the Company''s Profit has
reduced as compared to the last year but with the business expansion
plans, the Management ensures the profit stability in the coming years.
The Consolidated Revenue of the Company has increased from Rs. 17243.40
lakhs in the previous year to Rs. 17612.85 Lakhs this year leading to a
2.14% increase showing a steady and good performance by the Group which
has also lead to a very low increase in its Total Expenditure by 0.65%
as compared to the previous year. On account of the unfavorable market
conditions, your Company has made a profit of Rs. 11.53 lakhs as
compares to a profit of 834.55 lakhs in the previous year.
Your Directors are hopeful of achieving better results in the coming
UTILIZATION OF IPO FUNDS
Brief particulars of Public Issue fund utilization as per revised
approved objects of the Issue up to 31st March, 2012 is as follows:
(Rs. In lac) (Rs. in Lac)
Particulars Revised Utilized
General Corporate Purpose 1,016.80 1,016.75
Setting up of Retail
Stores & Brand Building 1063.00 1063.00
Setting up of Apparel Manufacturing
Unit at Kolar District, Karnataka 0.25 0.25
Setting up Apparel Manufacturing unit
in the state of Karnataka and Andhra Pradesh 1420.00 1238.75
Setting up of Apparel Manufacturing unit
at Visakhapatanam, Andhra Pradesh 1500.00 191.82
Entering into Joint Venture / Acquisition
of existing set up in India or elsewhere, which 750.00 124.31
are engaged in the similar business
Warehousing and logistic facilities 400.00 -
Setting up of Design, Display and Sampling unit 579.75 233.16
Share Issue Expenses 515.20 515.20
Working Capital - 2861.76
Expansion of Existing Business - -
Total Fund Utilized 7245.00 7245.00
Total IPO proceeds of Rs. 7245 lacs have been utilized as per the
details mentioned in the above-mentioned table.
*The Company has amended the Objects of utilization of IPO Proceeds at
its Annual General Meeting of its members held on 30th September 2009
by way of a Special Resolution. The Company had also modified the
objects of the issue and reallocated the Unutilized issue Proceeds in
its last Annual General Meeting.
DIVIDEND AND TRANSFER TO RESERVES
Your Company is undertaking some expansion plans and in order to meet
the financial requirements for these plans, your Director''s propose to
plough back the profits and do not recommend any dividend for the year
2012-13. No amount is proposed to be transferred to Reserves.
The Register of Members and Share Transfer Books will remain closed
from 27th September, 2012 to 29th September, 2012, both days inclusive.
The Annual General Meeting of the Company will be held on 29th
BUSINESS & OPERATIONS: DOMESTIC: SPECIAL ECONOMIC ZONE
The Civil Construction for Logistic centre is operational at
Visakhapatnam Special Economic Zone (VSEZ) and the Manufacturing
process will start in the second phase based on the market conditions.
Your Company will soon start the construction at Visakhapatnam (APIDC)
on a 1 (one) acre plot of APIDC for Manufacturing and Logistics
During the financial year, the Retail Division of your Company under
the Brand THOMAS SCOTT has got demerged in Thomas Scott (India)
Limited (TSIL), pursuant to which 3,39,00,000 Equity Shares having
face value of Rs. 10/- each of TSIL got listed and traded on The
National Stock Exchange of India Limited and The Bombay Stock Exchange
Limited on January 30,2012.
Your Company has acquired a Part IX Company called A. S. Raiment
Private Limited which is into Shirt Manufacturing Textile Business at
Visakhapatnam, Andhra Pradesh and have completed all the necessary
Documentation Work/Formalities with respect to the same.
The aforesaid Company is the Subsidiary of your Company as 99.99% stake
in the aforesaid Company is held by Bang Overseas Limited. Moreover,
your Company''s Plot of APIDC is adjacent to the building of the
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 by way of
formation and acquisition of business set up abroad, Bang HK Limited
has incorporated its Subsidiary known as Bang & Scott LLC at
Macedonia and is planning to remit money to the subsidiary towards its
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.
As on March 31, 2012, the Company has following subsidiaries:
1. Vedanta Creations Limited
2. Bang Europa S.R.O
3. Bang HK Limited
4. Bang & Scott LLC (Step Down Subsidiary)
Pursuant to the Demerger, Thomas Scott (India) Limited, which was
earlier a Wholly Owned Subsidiary of the Company, now ceases to be the
same on account of the cancellation of the Old Equity Share Capital
held by your Company in Thomas Scott (India) Limited.
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.
In terms of the provisions of Sections 255 and 256 of the Companies
Act, 1956 and the Articles of Association of the Company, Mr. Vijay
Ajgaonkar retire by rotation at the ensuing Annual General Meeting and,
being eligible, have offered themselves for re-appointment. Brief
resumes of the Directors proposed to be re-appointed, nature of their
expertise in specific functional areas and names of companies in which
they hold Directorships and Memberships / Chairmanships of Board
Committees, as stipulated in Clause 49 of the Listing agreement with
the Stock Exchanges are provided as an attachment of the notice calling
the Annual General Meeting.
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
retiring Statutory Auditors of the Company, hold office until the
conclusion of the ensuing Annual General Meeting and are eligible for
The Company has received a confirmation from the Auditors to the effect
that their re-appointment, if made would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualified for such reappointment within the meaning of
Section 226 of the said Act.
M/s. Rajendra K. Gupta & Associates, Chartered Accountants retire at
the ensuing Annual General Meeting and according to a certificate
received from them under Section 224(1B) of the Companies Act, 1956 are
eligible for re- appointment. Your Directors recommend their
re-appointment as the Statutory Auditors of the Company.
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.
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.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with (Particulars of Employees) Rules 1975 as amended, the
names and other particulars are required to be set out in the Annexure
to the Directors'' Report.
However, there were no Employees drawing Remuneration more than
prescribed under Section 217 (2A) of the Companies Act, 1956.
Therefore, your Company is not required to disclose such particulars.
During the year under review, the Company has not accepted any Deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975. As such, no amount of Principal
or Interest is outstanding as on the Balance Sheet Date.
At present, the Company''s Equity Shares are listed at National Stock
Exchange of India Limited and Bombay Stock Exchange Limited and the
Company has paid the Listing fees to the above Exchanges for the year
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(l)(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 by way of Annexure I to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Director''s make the
following statement in terms of Section 217(2AA) of the Companies Act,
i. In the preparation of the annual accounts for the year ended March
31 2012, the applicable Accounting Standards read with the requirements
set out under Schedule VI of the Companies Act, 1956 have been followed
and there are no material departures from the same, if any;
ii. That the Directors have 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
profit of the Company for that period;
iii. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
iv. That the Directors have prepared the Annual Accounts on a going
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.
Your Directors wish to place on record their appreciation for the
commitment, dedication, devotion and contribution of the employees of
the Company during the year.
Your Directors also express their gratitude to the bankers, government
agencies, customers, suppliers, business Associates, shareholders and
everyone who is directly or indirectly related to the Company for their
co-operation and look forward to their continued support in the future.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
VENUGOPAL BANG CHAIRMAN
DATE: August 27, 2012