To the Members of Bijlee Textiles Limited
Your Directors have pleasure in submitting their 32nd Annual Report together with the
audited financial statements of the Company for the financial year ended 31st March 2017.
1. Financial Summary or performance of the company: (Amount in )
| Net Sales / Income from operations |
2,15,580 |
2,07,563 |
| Other Income |
(1,39,851) |
1,63,004 |
| Total Income |
75,729 |
3,70,567 |
| Profit / (Loss) before depreciation |
(7,70,948) |
(3,12,737) |
| Less: Depreciation |
0 |
0 |
| Less : Extraordinary items |
(24,52,950) |
0 |
| Profit / (Loss) before Tax |
(32,23,898) |
(3,12,737) |
| (Add)/Less: Provision for Tax / adjustment |
0 |
0 |
| Net Profit / (Loss) after Tax |
(32,23,898) |
(3,12,737) |
2. Dividend
Considering the loss incurred by the Company, your Directors have not recommend any
dividend on equity shares for the year.
3. Transfer to reserves
The opening and closing balance of General Reserve was Rs.2,59,13,195/- and
Rs.2,26,89,297/-. During the year Company has transferred Net loss of Rs.32,23,898/- from
Profit & Loss.
4. Share Capital
The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2017 was
50.00 Lacs. There was no public issue, rights issue, bonus issue or preferential issue
etc. during the year. The Company has not issued shares with differential voting rights,
sweat equity shares, nor has it granted stock options. As on 31st March, 2017, none of the
Directors of the Company hold instruments convertible into equity shares of the Company.
5. Transfer of unclaimed dividend to Investor Education and Protection Fund
In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend
relating to the financial year 2008-2009 is due for remittance on 27/11/2016 to the
Investor Education and Protection Fund established by the Central Government. Company has
transferred 530/- unclaimed dividend to Investor Protection Fund on 23/12/2016.
6. Review of Operations
During the year under review, the net sales / income from business operation of your
Company marginally increased at 2,15,580 as against 2,07,563 in the previous year. The
year under review witnessed higher demand growth and the upturn continued in the textile
industry due to oversupply situation. The profitability of the Company was adversely
affected and the loss for the year 2016-17 increased from 3,12,737 to 32,23,898.
7. Material Changes between the date of the Board report and end of financial year.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
on the date of this report
8. Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
9. Statement concerning development and implementation of risk management policy of the
Company
The Company has formalized risk management system by formulating and adopting Risk
Management Policy to identify, evaluate and minimize the business risk in the
organization.
10. Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
11. Particulars of loans, guarantees or investments under section 186:
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
12. Particulars of contract or arrangements under section 188:
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review.
13. Explanatory or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the practicing Company Secretary in their reports
There were no qualifications, reservations or adverse remarks made by either by the
Statutory Auditors or by the Secretarial Auditors in their respective reports.
14. Companys policy on directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of section 178;
The Companys Policy relating to appointment of Directors, payment of Managerial
remuneration, and other related matters as provided under Section 178(3) of the Companies
Act, 2013 are as under : a. Policy on Directors appointment is to follow the criteria as
laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and
good corporate practices. Emphasis is given to persons from diverse fields or
professionals. b. The Company has formulated the remuneration policy for its KMP and other
employees keeping in view the level and composition of remuneration as reasonable.
Ensuring that remuneration meets the performance benchmark and it reflects long term
performance objectives. c. For Directors, it is based on the shareholders resolutions,
provisions of the Companies Act, 2013 and rules framed therein, circulars and guidelines
issued by the Central Government and other authorities from time to time. However, No
remuneration has been given to any Directors during the year. d. Details as required under
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as per Annexure - A.
15. Extracts of Annual Return in Form MGT-9
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure -
B. and is attached to this Report.
16. Number of meeting of the Board:
The Board of Directors have met 9 (nine) times during the financial year ended 31st
March, 2017. On 30/05/2016, 26/07/2016, 01/09/2016, 25/10/2016, 27/11/2016, 24/01/2017,
09/02/2017, 15/03/2017 & 16/03/2017.
17. Directors Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 your
Directors state that : a. in the preparation of the annual accounts for the year ended
March 31, 2017, 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 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 as at March 31, 2017 and
of the loss 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 this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities; d. the Directors have
prepared the annual accounts on a going concern basis. e. the Directors have 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 were adequate and operating effectively.
18. Subsidiaries, Joint Ventures and Associates Companies
The Company does not have any Subsidiary, Joint venture or Associate Company.
19. Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
20. Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Praful A. Shah Director of the Company retire at the
ensuring Annual General Meeting and being eligible have offered herself for
re-appointment. The Company devised a policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors which include criteria for
performance evaluation of the non-executive directors and executive directors.
21. Declaration by Independent Directors
As required under Section 149(7) of the Companies Act, 2013, the Company has received
declarations from all the Independent Directors of the Company confirming they meet the
criteria of independence as prescribed under the Act.
22. Statutory Auditor
Messrs A. M. Modi & Associates Chartered Accountants, Statutory Auditors of the
Company will retire from the office of the Auditors and being eligible offer themselves
for re-appointment. Their remuneration for the current year is to be fixed by you.
23. Secretarial Auditor
The Board has appointed Mr. Jigar K. Vyas, Practicing Company Secretary to conduct
Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the
financial year ended March 31, 2017 is annexed herewith to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse remark.
24. Particulars of employee and related disclosure
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 there was no employee drawing the remuneration in excess of the
limits set out in the said rules.
25. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of
Directors of the Company have appointed M/s Aadil Aibada & Associates, Chartered
Accountant as Internal Auditors of the Company, for the financial year 2017-18.
26. Disclosure of composition of audit committee and providing VIGIL mechanism
The Audit Committee comprises Independent Directors namely Shri Ketan Arunchandra
Jariwala and Shri Harish Balvantrai Bharucha. All the recommendations made by the Audit
Committee were accepted by the Board. The Company has established a vigil mechanism and
overseas through the committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has also provided direct
access to the chairman of the Audit Committee on reporting issues concerning the interests
of co employees and the Company.
27. Nomination and Remuneration Policy
On recommendation of Nomination and Remuneration Committee, the Board of Directors have
approved a Nomination and Remuneration Policy for the appointment and remuneration of the
director, key managerial personnel (KMP) and other employees.
28. Change in the nature of Business
The provision under rule 8 (5) (ii) of Companies (Accounts) Rules, 2014, there is no
change in the nature of business during the year.
29. Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in future
The provision under Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014, there is no
any Significant and Material order passed during the year.
30. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements
The provision of Section 134(3)(ca) and Section 143 (12) as per Companies Amendment
Act, 2015, Company has adequate internal financial control during the year.
31. Details regarding fraud which have been reported to the Audit Committee/ Board but
not to the Central Government as per revised Section 143(12) should be disclosed in the
Boards report in such manner as may be prescribed
The provision of Section 134(3)(ca) and Section 143 (12) as per Companies Amendment
Act, 2015, no fraud reported during the year.
32. Shares
Buy Back of Securities
The Company has not offered any buyback of securities during the year under review.
Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares
No Bonus Shares were issued during the year under review.
Employee stock option plan
The Company has not provided any Stock Option Scheme to the employees.
Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights.
33. Acknowledgements
The Directors wish to place on record their appreciation for the continued support and
co-operation extended to your Company its bankers, customers, suppliers, government
authorities, regulatory authorities and other stake holders. Your Directors also
acknowledge the support extended by the employees and the guidance by the members on the
Board.
| Praful A. Shah Chairman |
| DIN 00218143 Place : Surat |
| Date : 29.05.2017. |
ANNEXURE A : PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
|
Details |
| Requirement under Rule 5(1) |
|
| 1. The Ratio of the remuneration of each executive Director to the median remuneration
of the employees of the Company for the Financial Year. |
No Remuneration to any executive Directors |
| 2. The Percentage increase in remuneration of each Executive Director, Chief Financial
Officer, Chief Executive Officer & Company Secretary in the financial year. |
(1) Shri Praful Shah- Managing Director Nil |
|
(2) Shri Navin Mehta- CFO Nil (Appointed during the year) |
|
(3) Shri Jayendra Shah- Company Secretary Nil |
|
(Appointed during the year) |
| 3. The Percentage increase in the median remuneration of employees in the financial
year. |
Nil |
| 4. Number of Permanent Employees on the rolls of the Company as on 31st March, 2016. |
Nil |
| 5. The Explanation on the relationship between average increase in remuneration and
Company performance. |
Not Applicable |
| 6. Comparison of the remuneration of the Key Managerial Personnel (“KMP”)
(Individually and totally) against the performance of the company. |
(i) Aggregate remuneration* of Key Managerial |
|
Personnel in FY 2016-17 is 1.32 Lacs (ii) Total revenue 0.76 Lacs (iii) Remuneration
of KMPs (as percentage of revenue) 173% (* Remuneration of KMPs includes remuneration to
CFO and Company Secretary) Not Applicable |
| 7. Average percentile increase made in the salaries of employees other than the
managerial personnel in last Financial Year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
Justification for variation in the average percentile increase between Non Managerial
employees and Managerial employees. |
Not applicable |
| 8. Key parameters for any viable component of remuneration availed by the Directors. |
Not applicable |
| 9. Ratio of the remuneration of the highest paid director to that the employees who
are not directors but received in excess of the highest paid director during the year. |
None. |
| 10. Affirmation that the remuneration is as per the remuneration policy of the
company. |
The Company affirms remuneration is as per the remuneration policy of the Company |
| 11 Variations in the market capitalization. |
Market capitalization as on 31/03/2017 is 3.28 crore. No change since 31/03/2016 as
per Prices on BSE. |
| 12. Price earnings ratio as at the closing of 31st March, 2017 and 31st March, 2016. |
31/03/2017 Nil (EPS being negative) 31/03/2016 Nil (EPS being negative) Market Price
(BSE) 31/03/2017 65.50 per share. |
| 13. Percentage increase or decrease in the market quotations of the shares of the
company in comparison to the rate at which the company came out with the last public
offer. |
Market Price (BSE) 31/03/2016 65.50 per share. |
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