Bharat Textiles & Proofing Industries Ltd Directors Report

To,

The Members,

Your Directors are pleased to present their Thirty-Fourth Annual Report together with the audited financial statements of the Company for the year ended 31st March, 2024:

1. FINANCIAL RESULTS IN STANDALONE BASIS:

During the year under review your company has achieved the following financial results:

Particulars	Amount i	in Lakhs
	For Financial Year ended 31/03/2024	For Financial Year ended 31/03/2023
Total Income	1751.00	1382.36
Total Expenditure	1732.18	1356.83
Profit/(loss) before Interest, Depreciation & Tax (EBITDA	152.34	162.17
Finance Charges	69.12	73.20
Depreciation	64.40	63.44
Profit/(loss) before Tax	18.82	25.53
Tax Expense	(4.96)	(6.71)
Net Profit/(Loss) After Tax	13.86	18.82
Profit/(Loss) carried to Balance Sheet	13.86	18.82
The proposed appropriations are
Proposed Dividend	0.00	0.00
Corporate dividend tax	0.00	0.00
General reserve	0.00	0.00
Balance carried forward	13.86	18.82
Earnings Per Share Basic	0.24	0.32
Diluted	0.24	0.32
No. of Shares	58,57,140	58,57,140

2. PERFORMANCE OF THE COMPANY:

During the year under review, the total income of the Company has increased to Rs. 1751.00 Lakhs as compared to previous year Income of Rs. 1382.36 Lakhs. However, there is an increase in the expenses to an extent of Rs. 1732.17 Lakhs and the Net Profits of the Company have decreased to Rs. 13.86 lakhs as compared to previous years profit of Rs. 18.82 Lakhs.

The Company is one of the leading exporters of canvas fabric, Digital printable Fabric and PVC coated tarpaulins. Over the years the, Company has earned a respectable reputation for our Quality Consistency and services.

Range of products includes:

• Truck Covers

• Grey cotton canvas/duck

• Polyester-Cotton, 100% Polyester Canvas

• Chemically processed canvas

• Waterproof, Rot proofed canvas

• Fire Retardant Canvas

• Digtal printable fabriks

• PVC coated Tarpaulins

3. OUTLOOK OF THE COMPANY:

Your Company intends to focus on the timely completion of its projects, despite being faced with the number of industrial risks. Your company will be facing them with full zeal and gist and will be able to overcome and withstand the risks enumerated envisaging future outlook.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

Your Company has not deviated from its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

5. SHARE CAPITAL:

There was no further issue of shares during the year. The Capital structure of the Company is as follows:

Share Capital	31.03.2024	31.03.2023
(a) Authorised share Capital 1,20,00,000 Equity Shares of Rs 10/- each	12,00,00,000	12,00,00,000
(b) Issued, Subscribed and fully paid up share capital 58,57,140 fully paid Equity Shares of Rs 10/- each	5,85,71,400	58,571,400
	5,85,71,400	5,85,71,400

• Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

• Bonus Shares

The Company has not issued any Bonus Shares during the year under review.

• Employees Stock Option

The Company has not provided any Stock Option Scheme to the employees.

6. DIVIDEND:

In view of the results achieved and to conserve the resources of the Company for the future expansion, modernization & working capital purpose, your Directors do not recommend any dividend for this year.

7. RESERVES:

During the year under review, your Company has not transferred any amount to the reserves.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company has no subsidiaries, associate and joint ventures, therefore, disclosing the names of the respective entities does not arise.

9. MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY,

OCCURRING AFTER BALANCE SHEET DATE:

There are no material changes or commitments likely to affect the financial position of the Company which is having an impact on the functioning and working of the Company. The operations of the Company have been effectively being managed and the Management shall review the performance from time to time in order to monitor the business activities of the Company.

10. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 202324.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TO REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered by the Company during the financial year 2023-24 with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the act.

6 Approval of Audit committee was taken for entering into transactions with related parties and the transactions were reviewed on a quarterly basis. Further, the Members of the Company has approved the limit of Related Party Transactions up to Rs. 15 Crores in the 33^rd AGM held on 26^th September, 2023 and have complied with all the applicable provisions of the Act in this regard.

The details of contracts and arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are given as Annexure -I to the Boards Report in Form AOC-2.

Related party Transactions:

The details of the Related Party Transactions are furnished in the Financial Statements attached to this Report. All the related party transactions have been on an arms length basis.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 3 1, 2024 on its website at www.bharatcanvas.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

13. DEPOSITS:

The Company has not accepted any deposits under Chapter-V of the Companies Act, 2013.

14. STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act, M/s. Diyali B and Associates, Chartered Accountants (ICAI Firm Registration No. 0I7740S), Chennai, were appointed in AGM held on 26^th September, 2023 as Statutory Auditors of your Company for a period of 5 years i.e until the conclusion of the Annual General Meeting to be held for the financial year 2027-28.

The report of the Statutory Auditors along with notes to Accounts is enclosed to this report.

No qualifications, reservations or adverse remarks have been reported by the Statutory Auditors in the Auditors report for the financial year.

No frauds have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

15. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

16. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M/s. Akshay Gaurav & Co., Chartered Accountants as their internal auditors on the 30^th July, 2024 wherein the requisite filings have been completed. The Company has carried out the internal audit for every quarter during the year 2023-24 by M/s. Akshay Gaurav & Co. Chartered Accountants and the reports issued by the respective Auditor have also been considered and taken on record.

17. COST AUDITORS:

Cost Audit is not applicable to the Company. The Central government has not specified maintenance of cost records for the Company under sub - section (I) of section 148 of the Companies Act 2013. Therefore, there is no requirement for appointment of Cost Auditors.

18. SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sonesh Jain, Practicing Company Secretary (COP No: 9627) as the Secretarial Auditor of the Company for the financial year 2023-24.

The report of Secretarial Audit for 2023-24 is attached herewith as Annexure II.

Comments on qualifications made in Secretarial Audit Report

1. Based on the confirmation from the management the validity of the license as obtained under The Factories Act, 1948 for a factory located in Gummidipoondi has expired in 2018. The company has stopped operations of the factory as on date and hence the same stands expired till date.

2. The Company is listed with the Bombay Stock Exchange, and the stock exchange laws have not been complied as they have defaulted in the payment of annual listing fees for 2020-21, 2021-22, 2022-23, 2023-24.

3. On review, the Company is in contravention of Regulations 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/13/2015 dated 30th November, 2015, as 35.47% of the total promoter shareholding is not held in Dematerialized form.

4. The Company has not disclosed the necessary information on its website as per the Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

5. The Independent Directors have not registered on the Databank as required under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

6. During the year under review, the Company has obtained secured Term Loans and Cash credit facilities from various Banks, for which the Company is yet to create / modify/ satisfy any charge vide filing necessary e-forms as required under Section 77 and Section 82 of the Companies Act, 2013.

7. During the year under review, the Company has generally complied with applicable Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

8. During the year under review, there were a few e-forms filed beyond the due dates by paying additional fees with the Registrar of Companies (RoC).

9. The Company has failed to issue the SDD Certificate for FY 2023-2024 under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

10. The Company does not have code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

1 1. During the year under review, the Company has not submitted and dispatched the Annual Report for the financial year ended 31st March, 2023 in accordance with the provision of the Companies Act, 2013 and Regulation 34 of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015.

With respect to the above qualifications the Board would like to reply that;

1. The Company has stopped the operation of the said factory at Gummidipoondi and hence the license was not renewed.

2. The Company is in the process of making the payments.

3. The Company has initiated steps to comply with the same and letters have been sent to promoters requesting for dematerialisation and providing PAN details.

4. The Company has initiated necessary steps to comply with the provisions pertaining to the website disclosures.

5. The Company is taking necessary steps in getting registration of Independent Directors on Data Bank in accordance with the provision of the Act.

6. The Company is taking necessary steps in filing the necessary charge forms with ROC.

7. The Company will ensure to comply with Secretarial Standards issued by the ICSI.

8. The Company has taken all necessary steps to avoid paying additional fees henceforth, for filing purposes.

9. The Company has taken necessary steps and has installed SDD software and has registered the details of the Directors to comply with the requirement.

10. The Company has always ensured to comply with the provisions pertaining to the SEBI (LODR) Regulations, 2015 within the prescribed time limit. However, due to unavoidable situation the Company was unable to comply with the requirement within the specified time limit. The Company is taking all necessary efforts to be 100% compliance in all respects.

1 1. The Company will ensure to comply with the requirement in future.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies act, 2013, the Board of Directors to the best of their knowledge and

ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

11. 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 profit of the company for that period;

iii. 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;

iv. had prepared the annual accounts on a going concern basis; and

v. had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, the Company has in all 6 Directors with considerable professional experience in divergent areas connected with corporate functioning. The Board is headed by Mr. Ajeet Kumar Bhandari, Managing Director and Mr. Anil Bhandari and Mr. Krishna Kumar Bhandari, Whole-time Directors of the Company who are entrusted with the substantial powers of the management of the Company subject to the superintendence, control and directions of the Board. The Board has two Non-executive Independent Directors namely Mr.Sivaraman Uthayakumar and Mr. S Janarthanam Udayakumar. The Board has Ms. Veena Bhandari as a Non-Executive Director of the Company.

During the year under review, the following were the changes in the Board level as given below:

The Board in its Meeting held on 1 1^th August, 2023 has approved following:

• Resignation of Ms. Shikha Shalinkumar Salecha (DIN: 07144753) as the Non-Executive Non-Independent Director of the Company.

Apart from the above, no other change in the management of the Company during the year under review

Name of Director	Category of Director	No. of Director-ships in other Companies
Mr. Ajeet Kumar Bhandari	P/MD	NIL
Mr. Anil Bhandari	P/WTD	NIL
Mr. Krishna Kumar Bhandari	P/WTD	1
Mrs. Veena Bhandari	P/NED	NIL
Mr. Sivaraman Uthayakumar	I/NED	NIL
Mr. S Janarthanam Udayakumar	I/NED	NIL

 

P	Promoter	MD	Managing Director
ED	Executive Director	NED	Non-Executive Director
I	Independent	WTD	Whole Time Director

21. DETAILS RELATING TO BOARD M EETINGS AND COMMITTES:

I. BOARD MEETINGS

During the year under review, the Board met 6 (Six) times, i.e. on 29^th May, 2023, 22^nd July, 2023, 1 1^th August, 2023, 05^th September, 2023, 14^th November, 2023 and 31^st January, 2024. The maximum gap between two meetings was not more than one hundred and twenty days. Quorum was present at all the meetings.

Date of the meeting	No. of Directors attended the meeting
29.05.2023	7
22.07.2023	7
1 1.08.2023	6
05.09.2023	6
14.1 1.2023	6
31.01.2024	6

II. BOARD COMMITTEES

The Board Committees play a crucial role in the governance structure of the Company and are being set out to deal with specific areas/activities which concern the Company and need a closer review. Committees are set up by the Board to carry out the roles and responsibilities as defined in their Charter. These Committees prepare the groundwork for decision making and minutes of Committee meetings are placed at subsequent meeting of the Board. As of March 3 1, 2024, your Company has the following committees of the Board:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

A. AUDIT COMMITTEE:

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 3 1^st March, 2024, the Audit Committee comprised of three members, viz. Mr. Sivaraman Uthayakumar (Chairman), Mr. Janarthanam Udayakumar (Member) being Non-Executive Independent Directors and Ms. Veena Bhandari (Member) being Non-Executive Non-Independent Director.

During the year, Ms. Shikha Shalinkumar Salecha (Member) resigned from the Board of the Company and the same was taken note in the Audit Committee Meeting and the Board Meeting dated 1 1th August, 2023 and subsequently Ms. Veena Bhandari was appointed as a member of the Audit Committee on the same day.

The audit committee met 4 (Four) times during the year on 29^th May, 2023, 1 1th August, 2023, 14^th November 2023 and 31^st January, 2024. Requisite Quorum was present at all the meetings.

The Board has accepted all the recommendations of the Audit Committee during the year 2023-24.

Attendance of each Director at Audit Committee Meetings

Name of the Director	Category	Number of committee meetings
		Held	Attended
Mr. Sivaraman Uthayakumar - Chairman	Independent & Non-Executive Director	4	4
Mr. Janarthanam Udayakumar - Member	Independent & Non-Executive Director	4	4
Ms. Shikha Shalinkumar Salecha - Member	Non-Executive Director	2	2
Ms. Veena Bhandari -Member	Non-Executive Director	2	2

B. NOMINATION AND REMUNERATION COMMITTEE:

Composition of Committee: The Nomination and Remuneration Committee comprised of the following Non-Executive Directors for the year ended 31^st March 2024:

1. Mr. S. Janarthanam Udayakumar - Chairman

2. Mr. Sivaraman Uthayakumar - Member

3. Ms. Veena Bhandari - Member

The Nomination and Remuneration committee is responsible for developing competency requirements for the Board and in this regard conducts a gap analysis to determine the Board composition on a periodic basis including each time a Director appointment or reappointment is required. The committee has framed a policy to determine the qualifications, positive attributes and independence of a Director. The key features of the policy are:

• Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

• Positive attributes - Apart from the duties of Directors as prescribed in the Companies act, 2013, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment.

• Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Companies act, 2013.

During the year, Ms. Shikha Shalinkumar Salecha (Member) resigned from the Board of the Company and the same was taken note in the Nomination and Remuneration Committee Meeting and the Board Meeting dated 1 1^th August, 2023 and subsequently Ms. Veena Bhandari was appointed as a member of the Audit Committee on the same day.

During the financial year the committee met 1 (One) time on 1 1^th August, 2023.

Attendance of each Director at Nomination and Remuneration Committee Meetings

Name of the Director	Category	Number of committee meetings
		Held	Attended
Mr. S Janarthanam Udayakumar - Chairman	Independent & Non-Executive Director	1	1
Mr. Sivaraman Uthayakumar - Member	Independent & Non-Executive Director	1	1
Ms. Shikha Shalinkumar Salecha - Member	Non- Executive Director	1	1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of committee: The Stakeholders Relationship Committee comprised of the following directors for the year ended 31^st March 2024:

1. Mr. S Janarthanam Udayakumar - Chairman

2. Mr. Sivaraman Uthayakumar - Member

3. Ms. Shikha Shalinkumar Salech - Member

During the year under review, the committee met 1 (One) time i.e. on 3 1^st January, 2024.

During the year, Ms. Shikha Shalinkumar Salecha (Member) resigned from the Board of the Company and subsequently Ms. Veena Bhandari was appointed as a member of the Stakeholders Relationship Committee on the same day.

Attendance of each Director at Stakeholders Relationship Committee Meeting

Name of the Director	Category	Number of committee meetings
		Held	Attended
Mr. S Janarthanam Udayakumar - Chairman	Independent & Non-Executive Director	1	1
Mr. Sivaraman Uthayakumar - Member	Independent & Non-Executive Director	1	1
Mr. Shikha Shalinkumar Salech - Member	Non-Executive Director	1	1

22. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of directors had carried out an annual evaluation of its own performance, Board Committees and individual Directors as required under the Companies Act, 2013.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the committees was evaluated by the Board seeking inputs from the committee members. The Nomination and remuneration committee reviewed the performance of the individual Directors.

The Independent Directors met on 20^th November, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board and the NRC reviewed the performance of the individual Directors on the basis of criteria such as contribution at meetings, their preparedness on the issues to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.

23. VIGIL MECHANISM:

The Company has adopted a Whistle blower policy establishing vigil mechanism, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of

the Companys code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It has affirmed that no personnel of the Company have been denied access to the Audit Committee.

24. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

A) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The details of consumption are as follows

Diesel (In Ltrs.) from 01.04.2023 to 31.03.2024 for TADA Factory

Diesel (In Ltrs.)	Opening Stock	Purchase in Ltrs.	Closing Stock	Consumption in the Year
	1.4.23	1.4.23 to 31.3.24	31.03.24	1.4.23 to 31.3.24
Quantity in liters	200	4,221	105.74	4,315
Amount in Rupees	21,200	4,00,000	10,000	4,1 1,200
Fire wood from 01.04.2023 to 31.03.2024
Fire wood	Opening Stock	Purchase in Ltrs.	Closing Stock	Consumption in the Year
	1.4.23	1.4.23 to 31.3.24	31.03.24	1.4.23 to 31.3.24
Quantity in Tons	54.72	1,190.46	92.39	1,152.79
Amount in Rupees	2,13,408	47,42,766	3,69,400	45,86,774

 

	Power Consumption from 01.04.2023 to 31.03.2024
Value in Rupees	Units
86,52,520	8,67,485

CONSERVATION OF ENERGY

B) Foreign Exchange Earnings and Outgo:

PARTUCULARS	2024 (in INR)	2023 (in INR)
Earnings	-	-
Outgo	-	-

C) Technology Absorption, Adaptation and Innovation, Research and Development:

Research and Development activities are carried out on an ongoing basis for improving quality of the products.

D) Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured.

25. REVIEW OF RISK MANAGEMENT POLICY ADOPTED BY THE COMPANY:

The Company in order to comply with the provisions of the Companies Act, 2013 and to provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit committee has reviewed the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.

26. MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS,TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunals which would have impact on the going concern status of the Company and its future operation.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations. The Company has continued its efforts to align all its processes and controls with global best practices.

28. DISCLOSURES AS PERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at work place and has adopted a sexual harassment policy in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

No complaints were received during the year.

29. CORPORATE GOVERNANCE:

In view of the exemption granted vide Circular No. CIR/CFD/POLICY CELL/7/2014, dated 15^th May, 2014 by SEBI and as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision with regard to Corporate Governance is not applicable to the company as the Paid-Up Equity Capital is not exceeding Rs. 10 (Ten) Crores and net worth not exceeding Rs. 25 (Twenty Five) Crores as on the last day of the previous FinancialYear.

Therefore, a certificate as stipulated under Schedule V(E) of the Listing Regulations from the Auditors of the Company regarding compliance with the conditions of Corporate Governance is not applicable.

30. LISTING:

The shares of the Company are listed at the Bombay Stock Exchange (BSE). The Company has not paid the annual listing fees for the Financial Year 2020-2021,2021 -2022, 2022-2023 and 2023-24

31. REMUNERATION POLICY:

The Nomination and Remuneration Committee (NRC) has formulated a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.The philosophy for remuneration is based on the commitment of fostering a culture of leadership with trust. The remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies act, 20l3.While formulating this policy, the committee has considered the factors laid down in Section 178(4) of the Companies Act, 201 3, which are us under:

a. That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

The key principles governing the remuneration policy are as follows:

a. Market Competitiveness

b. Role played by the individual

c. Reflective of size of the company, complexity of the sector/industry/Companys operations and the Companys capacity to pay

d. Consistent with recognised best practices and

e. Aligned to any regulatory requirements.

In accordance with the policy, the Managing/Executive/KMPs/ employees are paid basic/fixed salary.

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

32. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 has been attached as Annexure-III.

33. DETAILS OF EMPLOYEES DRAWING SALARY ABOVE PRESCRIBED LIMITS:

There are no employees who are paid remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014 as amended from time to time.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis of the financial conditions including the result of the operations of the company for the year under review as required under Regulation 34(e) of the SEBI (LODR) Regulations, 2015 is separately attached as Annexure-IV.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company ie. (a) networth of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs. 1,000 crore or

more; or (c) net profit of the company to be Rs. 5 crore or more. As the Company does not fall under any of the

threshold limits given above, the provisions of section 135 are not applicable to the Company.

36. POLICIES:

During the financial year, your company has not adopted any new policies. The existing policies of the Company have been reviewed periodically by the Board and updated based on need.

37. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS):

The Ministry of Corporate Affairs (MCA), Government of India has notified the Companies (Indian Accounting Standards) Rules, 2015 on February 16, 2015. Further, a Press Release was issued by the MCA on January 18, 2016 outlining the roadmap for implementation of Indian Accounting Standards (Ind AS) converged with International Financial Reporting Standards (IFRS). As Indian Accounting Standards (IND AS) is applicable to your Company, the Company has prepared its account under IND AS and Indian Generally Accepted Accounting Principles (IGAAP).

38. SHARE TRANSFER AGENCY:

The Company has appointed M/s. Cameo Corporate Services Ltd situated at Subramanian Building, Club House Road, Anna Salai, Royapettah, Chennai - 600 002, Tamil Nadu, India as its share transfer agency for handling both physical and electronic transfers. The power of such Share Transfer Committee has been transferred to them accordingly, keeping in mind.

39. CODE OF CONDUCT:

The Company has adopted Code of Conduct for the Board and for the senior level employees of the Company and they are complying with the said code.

40. AWARDS AND RECOGNITION:

The Company has not received any award during the Financial Year.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

During the year under review, there were no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and hence the requirement to furnish the details on the same is not applicable to the Company.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF:

During the year under review, there were no instances of valuation done in the aforementioned manner and hence the requirement to furnish the details on the same is not applicable to the Company.

43. CAUTIONARY STATEMENT:

Statements in these reports describing companys projections statements, expectations and hopes are forward looking. Though, these expectations etc, are based on reasonable assumption, the actual results might differ.

44. ACKNOWLEDGEMENTS:

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the Company and their confidence in its management.

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis: Nil

2. Details of contracts or arrangements or transactions at Arms length basis.

Sl. No. Particulars	Details
a) Name (s) of the related party	Rudraaksh Textiles LLP	Jivan Plastic India LLP	Him Marketing	Hospira Agencies
Nature of relationship	Partners of the related party, Mr. Jitendar Bhandari (Brother) and Mr. Anil Bhandari (Brother) are related to Mr. Ajeet Kumar Bhandari, Managing Director.	Nature of relationship - "Partner of the related party, Mr. Jitendar Bhandari (Brother) is related to Mr. Ajeet Kumar Bhandari, Managing Director."	Karta of the related party, Mr. Jitendar Bhandari (Brother) is related to Mr. Ajeet Kumar Bhandari, Managing Director	Director of the related party, Mr. Krishna Kumar is the Son of Mr. Ajeet Kumar Bhandari, Managing Director.
b) Nature of contracts/arrangements /transaction	Sale of Goods/ Purchase of Goods	Sale of Goods	Sale of Goods	Sale of Goods
c) Duration of the contracts/ arrangements/transaction	One year	One Year	One Year	One Year
d) Salient terms of the contracts or arrangements or transaction including the value, if any	Sale of goods and purchase of goods - INR 5,67,66,755/-	Sales - INR 12,768/-	Sales - INR. 1,73,896/-	Sales - INR. 13,026/-
e) Date of approval by the Board	29.05.2023	29.05.2023	29.05.2023	29.05.2023
f) Amount paid as advances, if any	NIL	NIL	NIL

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 3l^stMARCH, 2024

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

To

The Members,

Bharat Textiles & Proofing Industries Limited

994, Sathyavedu Road, T. Suravalikandigai Sirupuzhalpet (P)

Gummidipoondi - 601201

I have conducted a secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Bharat Textiles & Proofing Industries Limited(hereinafter called ‘the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2024(Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2024according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 201 1; - Not applicable during the Audit Period.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 - Not applicable during the Audit Period.

(d) The Securities and Exchange Board of India (Share Based Employee Beneuts) Regulations, 20l4and amendments from time to time; - Not applicable during the Audit Period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not applicable during the Audit Period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable during the Audit Period.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable during the Audit Period.

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (herein after referred to as "Listing Regulations").

I further report that the management have informed that the Company has substantially complied with the following laws applicable specifically to the Company. Nevertheless, I was not in a position to audit the same due to inaccessibility of the documents.

a) The Factories Act, l948

b) Environmental Laws

c) Payment of Wages Act, 1936

d ) The Minimum Wages Act, l948

e) The Payment of Bonus Act, l965

f) Equal Remuneration Act, 1976

g) The Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

I have also examined compliance with the applicable clauses of the following:

(v) Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India (Notified with effect from 1^st July, 2015).

(vi) The Listing Agreements entered into by the Company with the Stock Exchanges, where the equity shares of the Company are listed.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. Based on the confirmation from the management the validity of the license as obtained under The Factories Act, 1948 for a factory located in Gummidipoondi has expired in 2018. The company has stopped operations of the factory as on date and hence the same stands expired till date.

2. The Company is listed with the Bombay Stock Exchange, and the stock exchange laws have not been complied as they have defaulted in the payment of annual listing fees for 2020-21, 2021-22, 2022-23, 2023-24.

3. The Company is in contravention of Regulations 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD//3/20/5 dated 30^th November, 2015, as 35.47% of the total promoter shareholding is not held in Dematerialized form.

4. The Company has not disclosed the necessary information on its website as per the Regulation 46 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

5. The Independent Directors have not registered on the Databank as required under Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

6. During the year under review, the Company has obtained secured Term Loans and Cash credit facilities from various Banks, for which the Company is yet to create / modify/ satisfy any charge vide filing necessary e-forms as required under Section 77 and Section 82 of the Companies Act, 2013.

7. During the year under review, the Company has generally complied with applicable Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India.

8. During the year under review, there were a few e-forms filed beyond the due dates by paying additional fees with the Registrar of Companies (RoC).

9. The Company has failed to issue the SDD Certificate for FY 2023-2024 under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

10. The Company does not have code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

11. During the year under review, the Company has not submitted and dispatched the Annual Report for the financial year ended 31^st March, 2023 in accordance with the provision of the Companies Act, 2013 and Regulation 34 of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and the prior approval of the Board members were taken for shorter notice wherever required and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the meetings of the Board of Directors of the Company were carried through on the basis of majority. There were no dissenting views by any member of the Board of Directors during the period under review.

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, no specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. have taken place, having a major bearing on the Companys affairs

Annexure to Secretarial Audit Report

To,

The Members,

BHARAT TEXTILES &PROOFING INDUSTRIES LIMITED

994, Sathyavedu Road, T, Suravalikandigai,

Sirupuzhalpet (P), Gummidipoondi,

Tamil Nadu - 601201, India

Our Secretarial Audit report of event date is to be read along with this letter and it forms an integral part of the Audit report:

1. The Compliance of provisions of all laws, rules, regulations, standards applicable to the Company is the responsibility of the management of the Company. Our examination was limited to the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit report.

2. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us by the Company, along with explanations where so required.

3. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and major events during the audit period.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Annexure to Directors Report

The information pursuant to Section 197 of the Companies act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended 31^st March, 2024:

Particulars	Ratio to Median Remuneration
Mr. Ajeet Kumar Bhandari	6.38:1
Mr. Anil Bhandari	1.53:1
Mr. Krishna Kumar Bhandari	1.28:1

2. The percentage increase in remuneration of each Director, CFO in the Financial year:

Particulars	% Increase in remuneration
Mr. Ajeet Kumar bhandari	9.1
Mr. Anil Bhandari	20
Mr. Krishna Kumar Bhandari	0
Mr. Shiv Ratan Jhawar	2.32

3. The percentage Increase/decrease in the Median remuneration of employees in the financial year:

The median remuneration of employees of the Company for the Financial Year 2023-24 was INR 2,35,247/- (Indian Rupees Two Lakh Thirty Five Thousand Two Hundred Forty Seven Only) in comparison with the Previous Financial Year 2022-23 as INR 1,50,000/- (Indian Rupees One Lakh Fifty Thousand Only). Hence, there is an increase of 56.83% in

median remuneration in the Financial Year 2023-24.

4. The number of permanent employees on the rolls of the Company: 46

5. Average percentile increase/decrease already made in the salaries of employees other than the managerial personnel in

the last Financial Year and its comparison with the percentile increase/decrease in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase/decrease in the managerial remuneration:

The average percentage increase made in the salaries of total eligible employees other than the Key Managerial Personnel for Financial Year 2023-24 was 16.59% whereas Key Managerial Personnel have seen an average increase of 25.6% in remuneration of Financial Year 2023-24 over the Financial Year 2022-23.

6. The key parameters for any variable component of remuneration availed by the directors:

There is no variable component in the remuneration of the Directors.

7. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

The information required under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) Details of top ten employees of the Company in terms of remuneration drawn during 2023-24

Sr. No	1	2	3	4	5	6	7	8	9	10
Name	Vinoth	Jaganatham Entivenuka	Ravindra Dev Singh	Roshan Pandey	Pankaj Kumar	Peddiraju	Soraj Kumar	Vipin Kumar	Subashis Nath	Ajay Manjhi
Designation	General Manager	Weaving Manager	Production Manager	Production Manager	Chemical Mixing Head	Electrical Maintence	Worker	Coating Operator	Coating Operator	Worker
Remuneration Paid	7,93,328	6,04,676	5,48,750	5,22,168	3,84,934	3,74,092	3,66,738	3,65,685	3,63,248	3,58,493
Nature of Employment	permanent	permanent	permanent	permanent	permanent	permanent	permanent	permanent	permanent	permanent
Qualifications	M.C.A	ITI	B.Sc.	B.Sc.	8th	DEE	10th	12th	10th	10th
Experience (years)	12 years	11 years	10 years	8 years	8 years	10 years	2 years	6 years	7 years	6 years
Date of commencement of the employment	18/01/2022	27-06-2014	3/07/2023	01.01.2021	01-12-2018	16/01/2020	01.02.2022	01.08.21	18/07/2018	25/07/2021
Age (Years)	38 years	44 years	33 years	25 years	32 years	32 years	24 years	23 years	30 years	27 years

 

Previous Employment	M.R.T Sanand	Doriear suting sating company Surat	Artex overseas vapi	Nil	Banariamman mills	M.R.T sanand	Banariamman mills	Nil	Shiva Texyarn Coimbatore	Shiva Texyarn Coimbatore
Percentage of equity shares held in the Company along with his spouse and dependent children	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Whether relative of Director or Manager	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

b) List of employees of your Company employed throughout the Financial Year 2023-24 and were paid remuneration not less than INR 1,20,00,000 (Indian Rupees One Crore Twenty Lakh):

During the year under review, there were no employees of the Company drawing remuneration of INR 1,20,00,000 (Indian Rupees One Crore Twenty Lakh) and above per annum.

c) If employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than INR 8,50,000 (Indian Rupees Eight Lakh And Fifty Thousand) per month

During the year under review, there were no employees of the Company drawing remuneration of INR 8,50,000 (Indian Rupees Eight Lakh Fifty Thousand) per month and above being employed for the part of the year.