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Blue Chip Tex Fuel Industries Ltd.

BSE: 506981 | NSE: | Series: NA | ISIN: INE472D01017 | SECTOR: Textiles - Processing

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Blue Chip Tex Fuel Industries is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2007

Director’s Report

The Members, Blue Chip Tex Industries Limited. The Directors are pleased to present herewith the 30th Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31,2015 together with the Audited Statement of Accounts and Auditor''s Report thereon. The State of the Company''s Affairs: 1. KEY FINANCIAL HIGHLIGHTS: In terms of INR 2014-2015 2013-2014 Profit before depreciation 3,51,01,368 2,90,70,476 Less: depreciation 1,01,73,887 1,15,02,737 Profit before Tax 2,49,27,481 1,75,67,739 Less: Provision for taxation Current tax 54,08,817 37,60,000 Deferred tax 23,89,783 22,49,304 Fringe Benefit tax Profit After Tax 1,71,28,881 1,15,58,435 Add: Taxation for earlier year Total 1,71,28,881 1,15,58,435 Balance in Profit and Loss Account 2,12,97,743 1,36,61,772 Surplus available for appropriation 3,83,21,515 2,52,20,207 Transfer to General Reserve 17,20,000 11,56,000 Proposed Dividend 23,64,600 23,64,600 Tax on Proposed Dividend 4,81,377 4,01,864 Balance carried to Balance Sheet 3,37,55,538 2,12,97,743 During the year under review your Company has reported a total income of INR 1,11,89,51,367/- out of which non-operating income amounts to INR 32,98,886/-.Revenue from Operations Income registered increase by INR 40,11,76,497/-, i.e. by 56.15%, as compared to the previous year. 2. DIVIDEND: Your Directors are pleased to recommend a final dividend of INR 1.20 per equity share for the Financial Year ended 31st March, 2015. 3. TRANSFER TO RESERVES: The Company has proposed to transfer INR 17,20,000/- amount to the General Reserve out of amount available for appropriations. 4. THE STATE OF COMPANY''S AFFAIRS: The highlights of State Of Company''s Affairs are as under: - The Company has installed 1 Draw Texturising Machine and 2 Air Texturised Machines during the Financial year 2014-15. - The Company completed it expansion programme by installing 3rd Air Texturising Machine in April 2015. - During Current Financial year Company will emphasize on achieving the maximum possible production from these Machines. 5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013: Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows: A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY: (i) Energy conservation measures taken: Appropriate measures have been initiated to conserve energy. The Company has always been conscious about the need for conservation of energy. (ii) Additional investments and proposals, if any, being implemented for reduction of energy consumption: The efforts for conservation of energy are on an ongoing basis throughout the year. (iii) The impact of the above measures for reduction of energy consumption and consequent impact on the cost of production of goods: The measures taken have resulted in savings in the cost of production. Total energy consumption and energy consumption per unit of production: Power and Fuel Consumption: Electricity: Financial Year Financial Year ended 31.03.2015 ended 31.03.2014 Purchased Units (KWH) 1,02,33,39 48,85,040 Total Amount (INR) 4,53,70,176 2,06,11,115 Cost/Unit (INR) 4.43 4.22 Consumption per ton polyester Texturised Yarn Production (KWH) 862.21 760.30 B. Rule 8 Sub-Rule 3 (B) pertaining to Technology absorption Efforts in brief made towards technology, absorption, adoption and innovation: The Company keeps itself abreast of the technical development and innovation in its line of products worldwide and tries to bring about improvements in the product for better yield, quality and cost effectiveness etc. Continuous efforts are being made in the areas of quality improvements, waste reduction, process capability and cost minimization to specially improve the market acceptance of the product. C. Rule 8 Sub-Rule 3 (C) pertaining to Foreign exchange earnings and Outgo- There are NIL Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows 6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. 7. ANNUAL RETURN: The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed as ANNEXURE 1 to this report as on 31st March, 2015. 8. FIXED DEPOSITS: The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder. 9. BOARD MEETINGS: The Board of Directors (herein after called as the Board) met FIVE times during the Year under review: Date of Venue and time Directors present Meetings of the meeting 26.05.2014 Venue: ''Jasville'' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. 4) Mr. Rahul A. Khemani Time: 4:30 P.M. 5) Mr. Shahin N. Khemani 30.07.2014 Venue: ''Jasville'', 1) Mr. Nand K. Khemani 2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani Cinema, 9, Marine Lines, 3) Mr. Shahin N. Khemani Mumbai - 400020. 4) Mr. Kumar S.Nathani Time: 4:00 P.M 5) Mr. Rahul A. Khemani 6) Mr. Anilkumar Mandhana 17.10.2014 Venue: ''Jasville'', 1) Mr. Nand K. Khemani 2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani Cinema, 9, Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. Time: 4:00 p.m. 07.11.2014 Venue: ''Jasville'' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani Marine Lines, 3) Mr. Kumar S. Nathani Mumbai - 400020. 4) Mr. Vijay Mishra Time: 4:00 p.m. 5) Mr. Rahul Khemani 6) Mr. Manmohan Anand 05.02.2015 Venue: ''Jasville'' 1) Mr. Nand K. Khemani Opp. Liberty Cinema, 2) Mr. Ashok K.Khemani 9, Marine Lines 3) Mr. Kumar S. Nathan Mumbai - 400020. 4) Mr. Shahin N. Khemani Time: 4:00 p.m. 5) Mr. Rahul Khemani 6) Mr. Vijaykumar Mishra 7) Ms. Shraddha Teli Date of Meetings Directors to whom Leave of absence was granted 26.05.2014 Leave of absence was granted to Mr. Anil Kumar Mandhana. 30.07.2014 None 17.10.2014 Leave of absence was granted to the following Directors 1) Mr.Shahin Khemani 2) Mr. Rahul Khemani 3) Mr. Manmohan Anand 4) Mr. Vijay Mishra 07.11.2014 Leave of absence was granted to Mr. Shahin Khemani. 05.02.2015 Leave of absence was granted to Mr. Manmohan Anand. 10. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: Changes in Directors and Key managerial personnel are as follows: Name of the Director/Key Particulars Date of Appointment managerial personal and resignation Mr. Anil Kumar Mandhana Ceassation 09.09.2014 Mr. Manmohan Anand Appointed as Independent 09.09.2014 Director Mr. Vijay Kumar Mishra Appointed as Independent 09.09.2014 Director Ms. Shraddha Teli Appointed as Additional 07.11.2014 Independent Director Mr. Kumar Nathani Appointed as Independent 09.09.2014 Director 11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013: As per the provisions of Section 149(4) of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as independent directors. In view of the above your Company has duly complied with the provision by appointing following Independent Directors: Name of the Independent Date of appointment/ Date of passing of Director Reappointment special resolution (if any) Mr. Vijay Mishra 30/07/2014 09.09.2014 Mr. Kumar Nathani 16/08/1993 09.09.2014 Mr. Manmohan Anand 30/07/2014 09.09.2014 Ms. Shraddha Teli 07/11/2014 All the above Independent Directors meet the criteria of ''independence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of ''independence'' as required under section 149(7) of the Companies Act, 2013. 12. COMMITTEES OF THE BOARD: I. Nomination and Remuneration Committee: The ''Nomination and Remuneration Committee'' consists of four Directors with three independent non-executive directors and one executive director with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board. The Composition of the Committee is as under: Chairman : Mr. Kumar Nathani Members : 1. Mr. Nand Khemani 2. Mr. Vijay Mishra 3. Mr. Manmohan Anand Nomination and Remuneration Policy The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as ANNEXURE 2 to the Directors'' Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The Company''s Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice. II. Audit Committee: In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an Audit Committee comprising of minimum three directors consisting of two non- executive Independent directors and one executive director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing. The Composition of the Committee is as under: Chairman : Mr. Kumar Nathani Members : 1. Mr. Ashok Khemani 2. Mr. Vijay Mishra The Terms of reference of the Audit Committee are broadly stated as under: 1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 2. Review and monitor the auditor''s independence and performance, and effectiveness of audit process; 3. Examination of the financial statement and the auditors'' report thereon; 4. Approval or any subsequent modification of transactions of the company with related parties; 5. Scrutiny of inter-corporate loans and investments; 6. Valuation of undertakings or assets of the company, wherever it is necessary; 7. Evaluation of internal financial controls and risk management systems; 8. Monitoring the end use of funds raised through public offers and related matters. 13. THE VIGIL MECHANISM: Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company. 14. (a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS: There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report. (b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR: The Secretarial Auditor is appended as ANNEXURE 3 in their report has made the following Qualification: The Company was required to appoint an Internal Auditor within six months of the commencement of Companies Act, 2013 i.e. within six months from 1st April, 2014. However, the Company has appointed an Internal Auditor in the Board Meeting held on 05.02.2015 and hence, has now complied with the provisions of the Act in this regard. 15. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 is appended as ANNEXURE 4 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is duly entered in the register. 16. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS: During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. 17. AUDITORS: M/s Rajendra & Co., Statutory Auditors of your Company, bearing registration number 108355W retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Directors recommend their re-appointment in the ensuing Annual General Meeting. 18. SECRETARIAL AUDITOR The Board has appointed M/s. Pramod S. Shah and Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed as ANNEXURE 3 19. DIRECTORS'' RESPONSIBILITY STATEMENT In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state the following:- (a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date; (c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; (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 and; (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. ACKNOWLEDGEMENT Your Directors express their sincere appreciation to the valued Stakeholders, bankers and clients for their support. For and on behalf of the Board Sd/- Sd/- Nand Khemani Ashok K. Khemani (Managing Director) (Director) DIN: 00053671 DIN: 00053623 Place : Mumbai Date : 15th May, 2015

Director’s Report