bhilwara technical textiles ltd Directors report

To the members

Your Directors are pleased to present the 16th Annual Report of your Company together with the Audited Standalone and Consolidated Financial Statements and the Auditors Report for the financial year ended 31st March 2023.

Companys Performance

Your Companys performance during the financial year 2022-23 is summarized below:

( in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	1420.59	2039.32	1420.59	2039.32
Profit before Interest & Depreciation	203.36	174.69	203.36	174.69
Less: Interest Cost	1.08	3.23	1.08	3.23
Profit before Depreciation & Amortisation	202.28	171.46	202.28	171.46
Less: Depreciation & Amortisation	0.23	0.06	0.23	0.06
Share in Associates	-	-	(551.70)	1585.68
Profit/(Loss) before Tax	202.05	171.40	(349.65)	1757.08
Less:	_	_	_	_
a) Current Tax	39.62	29.53	39.62	29.53
b) Deferred Tax	4.42	(0.01)	4.42	(0.01)
c) Tax Adjustment for earlier years	13.19	(6.29)	13.19	(6.29)
Profit/(Loss) after Tax	144.82	148.17	(406.88)	1733.85
Other Comprehensive Income	(1.07)	1.61	(1.07)	1.61
Share in OCI of Associate	-	-	(10.84)	19.19
Total Comprehensive Income	143.75	149.78	(418.79)	1754.65

Number of meetings of Board of Directors

The particulars of the meetings of Board of Directors held during the year along with the details regarding the meetings attended by the Directors forms part of the Corporate Governance Report. The composition of Board and its Committees has also been given in detail in the Report on Corporate Governance.

Dividend and Other Appropriations

In order to conserve resources, your Directors do not recommend any dividend for the year under review.

Operational Information

Your Directors are pleased to inform the members that during the year under review, despite unprecedented challenges, difficult market conditions and global economic slowdown in both domestic and international markets, your Company recorded reasonably good performance and maintained profitability despite decline in sales. The current business conditions are uncertain and your Directors are taking all necessary steps to overcome the situation and perform better. Your Directors are optimistic about better economic condition in future and your Company would be able to significantly improve its performance and profitability.

During the year ended 31st March, 2023, your Company earned a revenue from operations of D 1252.71 lakhs as against D 1948.69 lakhs in the previous year ended 31st March, 2022 and a net profit of D 144.82 lakhs as against D 148.17 lakhs in the previous year.

Your Company is proposing to accelerate the volume of business through exports and domestic sales of various textile products, including exploring new avenues, and is hopeful of achieving a higher turnover and profitability.

Corporate Social Responsibility

Your Directors inform the members that your Company is not covered within the scope of Section 135 of Companies Act, 2013 and the rules framed thereunder. However, your Directors endeavour to contribute to such causes as and when they deem appropriate at any instance.

Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY23 is available on the website of the Company on the following link: Annual Return 2022-23

Directors and Key Managerial Personnel

Shri Riju Jhunjhunwala (DIN: 00061060), Director retires by rotation and being eligible offers himself for reappointment.

Your Directors further inform the members that pursuant to the provisions of section 149(7) of the Companies Act, 2013 (the Act), a declaration has been received from the Independent Directors at the beginning of the financial year stating that they meet the criteria of independence as specified under sub-section (6) of Section 149 of the Companies Act, 2013 read with Regulation 16(1) (b) and 25 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

During the year under review, appointment of Shri Rakesh Kumar Ojha was regularised by the shareholders in the Annual General Meeting of the Company held on 31st August, 2022.

During the year under review, Board of Directors of the Company in their meeting held on 23rd May, 2022, upon commendation of the Nomination and Remuneration Committee, has appointed Shri Avinav Sharma as Company Secretary & Chief Financial Officer with immediate effect.

Shri Shekhar Agarwal, Chairman & Managing Director and CEO & Shri Avinav Sharma, Company Secretary and Chief Financial

Officer acted as Key Managerial Personnel of the Company as on 31st March, 2023.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. Further, none of the Directors are debarred from holding the office of Director pursuant to any SEBI Order or any other such authority. The Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013.

Directors Appointment and Remuneration Policy

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Schedule II Part D, a Nomination & Remuneration Policy had been framed for the appointment of Directors, Key Managerial Personnel and Senior Management and fixation of their remuneration. Nomination & Remuneration Policy as framed is annexed as Annexure I and forms part of this Report.

Your Directors inform the members that the Nomination and Remuneration Committee as well your Directors endeavours to follow the policy and all appointments at Board and Senior Management are considered at the meeting of the Committee and the Board.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation has been made by the Board of its own performance, its committees and the individual Director. The manner of evaluation is mentioned in the Nomination & Remuneration policy which forms part of the Director Report. Your Directors feel pleasure in informing the members that the performance of the Board as a whole and its member individually was adjudged satisfactory.

Further, every Independent Director of the Company is familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates etc., through various programs.

Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, the related party transactions are being done on an arms length basis at prevailing market price and in the ordinary course of business and do not have any possible conflict with the interests of the Company.

Your Directors draw attention of Members to note Nos. 33 & 34 to the financial statement which contain particulars of transactions with related parties as per applicable provisions of Companies Act, 2013. Further, prior omnibus approvals from the Audit Committee are obtained for the transactions which are repetitive and normal in nature. The disclosures are made to the Audit Committee and the Board of Directors on a quarterly basis.

Maintenance of Cost Records

The Company is not required to maintain cost records under Sub- Section (1) of Section 148 of the Companies Act 2013.

Significant and Material Orders Passed by the Regulators or Courts

There was no significant and material order passed by the regulators or courts during the year.

Auditors

Statutory Auditor

M/s. Doogar & Associates, Chartered Accountants, (Firm Registration No. 000561N) New Delhi, Statutory Auditor of the Company, who completed consecutive 1st term of five years as Statutory Auditor of the Company, were re-appointed as Statutory Auditor at 15th Annual General Meeting (‘AGM) held on 31st August, 2022 for a further period of 5 years and will hold office till the conclusion of 20th AGM of the Company.

The Report given by the Auditors, M/s. Doogar & Associates, Chartered Accountants, New Delhi, on the financial statements of the Company for the financial year 2022-23, is part of the Annual Report.

During the year 2022-23, the Auditor had not reported any matter under Section 143 (12) of the Act; therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act. The observations of the Auditors, if any, are explained wherever necessary, in the appropriate notes to the accounts which forms part of this Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark and disclaimer.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Arvind Kaul & Associates, Chartered Accountants as the Internal Auditor of the Company for the financial year 2022-23.

The role of internal auditor includes but is not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensuring its proper implementation, reviewing of SOPs and their amendments, if any.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Manisha Gupta & Associates, Company Secretaries, a practicing firm as the Secretarial Auditor of the Company for the year ending 31st March, 2023. The Report of Secretarial Audit does not contain any qualification, reservation or adverse remark. The Report of Secretarial Audit is annexed as Annexure - II.

Risk Management

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to changing environment. Your Company has adopted Risk Management Policy for risk identification, assessment and mitigation. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. The risk management policies cover areas such as Environment, Health & Safety, Statutory Compliances and Returns etc. Pursuant to the policy, your Directors periodically review the risks associated with the business or which threaten the prospects of the Company.

Corporate Governance

Your company has complied with all the requirements of Corporate Governance as required under Listing Regulations, wherever applicable. A comprehensive Report on Corporate Governance in this regard is made part of this Annual Report and a Certificate from the Statutory Auditors of your Company i.e. M/s. Doogar & Associates, Chartered Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 form part of this Annual Report.

Vigil Mechanism / Whistle Blower Policy

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and to encourage and protect the employees, who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed. The policy has been disclosed on the website of the Company, the link of which is given hereunder: Vigil Mechanism/Whistle Blower Policy

Management Discussion and Analysis Report

Management Discussion and Analysis Report, as required by Schedule V of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms part of this Annual Report.

Internal Control Systems

The Company maintains an internal control system designed to provide assurance regarding safeguarding of assets of the company, compliance of all applicable laws and regulations and ensuring effectiveness of operations.

Audit Committee of the Company reviews adherence to internal control systems and legal compliances. This committee reviews all quarterly and yearly results of the Company and commends the same to the Board for its approval. Your Directors endeavour to continuously improve and monitor the internal control systems.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required to be disclosed pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure–III forming part of this Report.

Particulars of Employees

The information of employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure–IV. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure–V.

Significant material changes after balance sheet date affecting financial position

There is no change or commitment which affects the financial position of the Company that may have occurred between the end of the financial year of the Company to which financial statements relates to, i.e. 31st March, 2023 and the date of report i.e. 16th May, 2023.

Subsidiary, Joint, Venture and Associate Company

The Company does not have any Subsidiary or Joint Venture Company. However, M/s. BMD Private Limited is an Associate Company of the Company. A statement containing the salient features of the financial statements of M/s. BMD Private Limited were given in the prescribed format AOC-1 is appended as

Annexure-VI. Pursuant to the requirement of Section 129 of the Companies Act, 2013 the financial statement of Associate Company has been consolidated and presented in the consolidated financial statements in the Annual Report.

Public Deposit

During the period under review, your Company has not accepted any public deposit within the meaning of provisions of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Directors inform the members that during the year under review no complaint with regard to sexual harassment was reported.

Directors Responsibility Statement

Pursuant to section 134(3) of the Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) appropriate accounting policies have been selected and applied consistently and they have made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31st March, 2023 and of the profit and loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) the system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financials Statements.

Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1) Issue of equity shares with differential rights as to dividend, voting or otherwise.

2) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3) No amount has been transferred to general reserves during the year.

4) There is no change in the nature of business of the Company.

5) There were no frauds found which have been reported to the Audit Committee/ Board of Directors as well as to the Central Government.

Cautionary Statement

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statutes, market forces and other associated and incidental factors may however lead to variation in actual results.

Acknowledgements

Your Directors acknowledge the support and assistance extended by the stakeholders, bankers, Central Government & State Government including various other authorities. Your Directors also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

	For and on behalf of the Board
	Bhilwara Technical Textiles Limited
	Shekhar Agarwal
	Chairman & Managing Director and CEO
Place: Noida (U.P.)	DIN : 00066113
Date: 16th May, 2023