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BIL Continental Ltd.

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Dec 10, 16:00
6.50 -0.34 (-4.97%)
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Annual Report

For Year :
2015 2014 2013 2012 2010 2005

Director’s Report

Dear Members, The Directors have pleasure in presenting the 42ndAnnual Report together with Audited Financial Statements of SHRI BHOLANATH CARPETS LIMITED for the Financial Year ended March 31,2015. 1. FINANCIAL RESULT The summarized financial performance of your Company for the financial year 2014-15 as compared to previous year 2013-14 has been as under: (Rs. In Lakhs) PARTICULARS CURRENT YEAR PREVIOUS YEAR ENDED ENDED 31.03.2015 31.03.2014 NET SALES 3182.34 3003.13 OTHER INCOME 84.57 217.69 DECREASE AND (INCREASE) IN 40.19 -155.61 INVENTORIES OF FINISHED GOODS AND WORK-IN-PROCESS TOTAL EXPENDITURE 3132.20 3004.72 FINANCE COST 62.68 328.62 DEPRECIATION 27.62 39.58 profit Before exceptional and 4.22 3.51 EXTRAORDINARY ITEMS AND TAX EXTRAORDINARY ITEMS (CERS 0.00 0.00 RECEIVABLE WRITTEN OFF) PROFIT / (LOSS) BEFORE TAX 4.22 3.51 PROVISION FOR TAXATION - CURRENT TAX 6.64 -0.73 - DEFERRED TAX -5.35 0.00 TAX ADJUSTMENTS RELATING TO 0.06 0.00 EARLIER YEARS NET PROFIT (NET LOSS) 2.87 4.24 2. FINANCIAL HIGHLIGHTS The Company has continued its growth story during the year 2014-15, the income from sales grew from Rs. 3003.13 Lakhs to Rs. 3182.34 Lakhs, the highest ever sales for the first time.There was an increase of 5.97%. The Company has recorded profit before exceptional and extraordinary items in during the year 3.49 Lakhs as compared to Rs. 3.51 Lakhs in the previous year 2013-14. The Net Profit of the company for the year ended as on 31.03.2015 is Rs. 2.86 Lakhs as compared to Rs. 4.24 Lakhs last year. 3. RESERVES The reserves of the Company stand at 795.55 Lakhs during the year as compared to Rs. 791.06 Lakhs in the previous year ended on 2013-14. Rs. Lakhs (net of taxes) was adjusted from General reserve during the year 2014-15 in accordance with Schedule II to the Companies Act, 2013. 4. OPERATIONS During the year the turnover of the Company has increased by approx 5.97%. 5. EXPORT During the year The Company was exporting carpets outside India. 6. SHARE CAPITAL The paid up Equity Share Capital of the Company as on March 31, 2015 was 480.00Lakhs. During the year under review, the Company has not issued any types of share capital. 7. DIVIDEND The Company has not proposed any dividend for the year 2014-15. 8. INSURANCE Your Company''s assets continue to be fully insured against the risk of fire, riot, earthquake, terrorism etc. 9. OUTLOOK The organization has increased focus on cost reduction measures as well as production of value added products. It is expected that in the current year 2015- 16, the Company shall demonstrate better bottom line performance for value addition for the investors. 10. HUMAN RESOURCE AND WELFARE The well disciplined workforce which has served the Company for more than three decades lies at the very foundation of the Company''s major achievements and shall well continue for the years to come. The Management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. 11. 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 are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate i.e. March 31, 2015 and the date of the report i.e. August31,2015. 12. DETAILS OF 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 material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal controlto safeguard and protect from loss, unauthorized use ordisposition of its assets. All the transactions are properlyauthorized, recorded and reported to the Management.The Company is following all the applicable AccountingStandards for properly maintaining the books ofaccounts and reporting financial statements. TheInternal Auditor of the Company checks and verifiesthe internal control and monitors them in accordancewith policy adopted by the company. The Companycontinues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business. 14. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Company follows good Corporate Governance practices and complies with mandatory provisions as applicable. As stipulated in Clause 49 of the Listing agreement, Corporate Governance Certificate obtained from M/s O.P. Tulsyan& Co., Chartered Accountantsis annexed with the report. 15. VIGIL MECHANISM / WHISTLE BLOWERPOLICY In order to ensure that the activities of the Companyand its employees are conducted in a fair andtransparent manner by adoption of highest standardsof professionalism, honesty, integrity and ethical behavior the Company has adopted a vigil mechanismpolicy. This policy is explained in Corporate GovernanceReport and also posted on the website of company. 16. BUSINESS RISK MANAGEMENT Although the company has long been following theprinciple of risk minimization as is the norm in everyindustry, it has now become a compulsion. Therefore, inaccordance with clause 49 of the Listing Agreement theBoard members were informed about risk assessmentand minimization procedures after which the Boardformally adopted steps for framing, implementing and monitoring the risk management plan for thecompany.The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a proactiveapproach in reporting, evaluating and resolvingrisks associated with the business. In order to achievethe key objective, the policy establishes a structuredand disciplined approach to Risk Management, in orderto guide decisions on risk related issues.In today''s challenging and competitive environment,strategies for mitigating inherent risks in accomplishingthe growth plans of the Company are imperative. Thecommon risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments,retention of talent and expansion of facilities. Businessrisk, inter-alia, further includes financial risk, politicalrisk, fidelity risk, legal risk. As a matter of policy, theserisks are assessed and steps as appropriate are taken tomitigate the same. 17. CORPORATE SOCIAL RESPONSIBILITY (CSR) Even though the provisions of Companies Act, 2013regarding Corporate Social Responsibility are notattracted to the company yet the Company hasbeen, over the years, pursuing as part of its corporatephilosophy, a CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integratesinterest, welfare and aspirations of the communitywith those of the Company itself in an environment ofpartnership for inclusive development. 18. DEPOSITS The Company has not accepted any deposit underSection 73 or Section 76 of the Companies Act, 2013 readwith the Companies (Acceptance of Deposit) Rules, 2014during the year under review. 19. AUDITORS'' OBSERVATION There were no adverse remarks in the auditor''s report. 19.1 STATUTORY AUDITOR The Statutory Auditor of the Company has given unqualified report during the year under review. 19.2 SECRETARIAL AUDITOR The replies of qualifications of Secretarial Auditor by the Board of Directors are given below:- 1. The cost auditor has been appointed and the audit is under process and on completion stage. 2. The Board has appointed women director on 28.03.2015 but she has not provided the Director Identification Number (DIN) till the date of this report. 20. DIRECTORS 20.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL 20.2 INDEPENDENT DIRECTOR(S) DECALARATION In pursuance of sub-section (7) of Section 149 of the Companies Act, 2013 all the Independent Directors have furnished the declaration that they meet the criteria of Independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013. 20.3 BOARD ANNUAL EVALUATION Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. 20.4 REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 21. BOARD AND COMMITTEE MEETINGS 21.1 BOARD MEETING During the year 2014-15, 08 meeting of the Board of Directors were held on May 30, 2014, July 21. 2014, August 14, 2014, September 1, 2014, November 15, 2014, January 8, 2015, 14th February, 2015 and 28th March, 2015. The maximum time gap between any two consecutive meetings was not exceeding four months. 21.2 AUDIT COMMITTEE MEETING The Chairman of the Audit Committee is Mr. AmarnathPandey. During the year, 4 Audit Committee meetings were held on May 30, 2014, August 14, 2014, November 15, 2014 and February 14, 2015. The composition of the Audit Committee and number ofmeetings attended by the Members are given below: Name of directors Category Number of Meeting meetings Attended held during 2014-15 Mr. AmarnathPandey Independent 4 4 Mr. AmbarishChatterjee Independent 4 2 Mr. R. K. Dubey Independent 4 2 The other details of Board and Committee Meetings aregiven in Corporate Governance Report forming part ofthe Annual Report. 22. AUDITORS 22.1 STATUTORY AUDITORS M/s O. P. Tulsyan& Co. (Firm Registration No. 500028N),Chartered Accountants have been appointed asStatutory Auditors of the Company at the last i.e. 34thAnnual General Meeting held on August 9, 2014 for aperiod of three years subject to ratification by membersat every consequent Annual General Meeting. Therefore,ratification of appointment of Statutory Auditors isbeing sought from the Members of the Company atthe ensuing 35th Annual General Meeting to be heldon July 25, 2015. They have confirmed their eligibilityunder Section 141 of the Companies Act, 2013 for theirre-appointment as Statutory Auditors of the Company. 22.2 SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, the Company has appointed M/s Ajay Jaiswal& Co. (CP No.:3684, FCS: 5112), CompanySecretaries to undertake the Secretarial Audit of thecompany. The Secretarial Audit Report is annexedherewith as ''Annexure A''. 22.3 INTERNAL AUDITORS M/s A. C. Dutta& Co., Cost Accountant performs the duties of Internal Auditors ofthe Company and their report is reviewed by the AuditCommittee from time to time. 23. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)Rules, 2014, is annexed herewith as Annexure B. 24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of every contract or arrangement sentered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2.is annexed herewith as Annexure C. 25. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as AnnexureD. 26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report on financial condition and results of operations of the Company for the year under reviews required underClause 49 of the Listing Agreement entered with the Stock Exchanges is given as separate statement forming part of the Annual Report. 27. PARTICULARS OF EMPLOYEES DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 The information required pursuant to Section 197read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inrespect of employees of the Company is as follows: i. The percentage increase in remuneration of each Director, Chief Executive Officer and Chief Financial Officer during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employeesof the Company for the financial year 2014-15and the comparison of remuneration of eachKey Managerial Personnel (KMP) against theperformance of the Company are as follows: Name of Remuneration Remuneration % Director / of the Director of the Director Increas KMP / KMP in F.Y. / KMP in F.Y. e in F.Y. 2014-15 2014-15 2014-15 Bholanath 6,96,000.00 6,96,000.00 0.00 Baranwal, Managing Director (KMP) Name of Ratio(times) of the Comparison of the Director / remuneration remuneration of the KMP of each KMP director to the against the median performance of remuneration the company of the employees Bholanath 2.10 The turnover of the Baranwal, Company increase Managing 5.97 %. There is a Director marginal increase (KMP) in profit before tax and but the profit after tax has decreased. ii. The median remuneration of employees of the Company during the financial year was 3.32Lakhs. iii. There were 2 permanent employees on the rolls of the Company during the financial year 2014-15. v. Relationship between average increase in remuneration and company performance: The turnover of the Company increase 5.97 %. There is a marginal increase in profit before tax and but the profit after tax has decreased. vi. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: There is no change in total remuneration of Key Managerial Personnel during the year in comparison to last year whereasThe turnover of the Company increase 5.97 %. There is a marginal increase in profit before tax and but the profit after tax has decreased. vii. a) Variations in the market capitalisation of the Company: There was no trading on the stock exchange. b) Price Earnings ratio of the Company: There was no trading on the stock exchange. c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the Company came out with the last public offer in theyear: There was no further offering of the shares (FPO). viii. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 34.51 % whereas the increase in the managerial remuneration for the same financial year was 0%.The CEO and CFO were appointed on 28.03.2015 as per requirement of Companies Act, 2013. ix. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. x. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - NotApplicable; and xi. It is hereby affirmed that the remuneration paid isas per the Remuneration Policy for Directors, KeyManagerial Personnel and other Employees. xii. THE PARTICULARS OF THE EMPLOYEES WHOARE COVERED BY THE PROVISIONS CONTAINEDIN RULE 5(2) AND RULE 5(3) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES, 2014 ARE: a) Employed throughout the year Nil b) Employed for part of the year Nil 28. DIRECTORS'' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and accordingto the information and explanations obtained by them,your Directors make the following statements in termsof Section 134(3)(c) of the Companies Act, 2013: a) that in the preparation of the annual financialstatements for the year ended March 31,2015, the applicable accounting standards have beenfollowed along with proper explanation relating tomaterial departures, if any; b) that such accounting policies as mentioned in Notesto the Financial Statements have been selected andapplied consistently and judgment and estimateshave been made that are reasonable and prudent soas to give a true and fair view of the state of affairs ofthe Company as at March 31,2015 and of the profitof the Company for the year ended on that date; c) that proper and sufficient care has been taken forthe maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities; d) that the annual financial statements have beenprepared on a going concern basis; e) that proper internal financial controls were in placeand that the financial controls were adequate andwere operating effectively. f) that systems to ensure compliance with theprovisions of all applicable laws were in place andwere adequate and operating effectively. 29. COMPANIES WHICH CEASED TO BEHOLDING, SUBSIDIARY OR ASSOCIATECOMPANY There is no holding, subsidiary or associate Company ofthe Company. 30. PARTICULARS OF LOANS, INVESTMENTS ORGUARANTEE There is no loan, or guarantee but investment made pursuant toprovisions of Section 186 of the Companies Act, 2013. 31. ACKNOWLEDGEMENTS The Company has been very well supported from allquarters and therefore your Directors would like to placeon record their sincere appreciation for the supportand co-operation received from Employees, Dealers,Suppliers, Central and State Governments, Bankers,Credit Rating Agencies, Depositories, Stock Exchange, Registrar and Share Transfer Agents, Associates as wellas our Shareholders at large during the year underreview. Your Directors also wish to place on record their deepsense of appreciation for the commitment, abilitiesand hard work of all executives, officers and staff whoenabled Company to consistently deliver satisfactoryand rewarding performance even in the challengingeconomic conditions. We look forward to receiving the continued patronagefrom all quarters to become a better and strongercompany. 32. CAUTIONARY STATEMENT The statements contained in the Board''s Report and Management Discussion and Analysis contain certainstatements relating to the future and therefore areforward looking within the meaning of applicablesecurities, laws and regulations. Various factors suchas economic conditions, changes in governmentregulations, tax regime, other statues, market forces andother associated and incidental factors may howeverlead to variation in actual results. On Behalf of the Board Sd/- Bholanath Baranwal Date: 31.08.2015 (Chairman & Managing Director) Place: Varanasi DIN: 00306086

Director’s Report