Binayaka Tex Processors Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 36thAnnual Report together with the Audited Statement of Accounts for the year ended 31st March, 2019. The Management Discussion & Analysis is also incorporated into this Report.

Financial Results:

Summary of the Companys financial performance for F.Y. 2018-2019 as compared to the previous financial year is given below:

(Figures in Lacs)
Particulars F.Y. 2018 2019 F.Y. 2017 2018
Revenue from operations 17668.93 15780.92
Revenue from Other Income 184.49 156.10
Total Revenue 17853.42 15937.02
Depreciation & Amortization 173.43 162.34
Interest Cost 295.79 267.09
Profit/Loss After Depreciation &Interest 262.03 106.48
Provision for Tax - -
Income Tax 50 21.00
Deferred Tax -32.52 12.93
Profit After Tax 244.55 72.55
EPS 34..38 10.20

Highlights:

During the year your company has its turnover to Rs. 17853.42 Lacs including other income as compared to 15937.02 Lacs in the previous year and thereby registering an increase approx. 12.02% as compared to the previous year. The Turnover of the Company has increased because the Competition in textile market, raw material of textile product and GST impact.

Dividend:

To conserve the resources for future business requirements of the Company, your Directors do not recommend any payment of dividend for the year under review.

Policies on Directors Appointment and Remuneration

The policies of the Company 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 of the Acts appended as Annexure I (a) & (b) to this Report.

Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 (1) of the Companies Act, 2013.

Directors Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your

Directors state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards have been followed.

2. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2019 and of the profit of the Company for the year ended on that date.

3. Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts of the Company have been prepared on the ongoing concern basis.

Statutory Auditors:

Mr. Yatin Kumar Shah Chartered Accountants having Membership No: 159796 statutory auditors of the Company hold office until the conclusion of the ensuring AGM and are eligible for appointment of the 36th AGM of the Company to be held in the year 2019.

Auditors report:

Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sark & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report as received from Sark& Associates is appended to this Report as Annexure II.

Comments on Auditors Report

There are no qualifications, reservations, adverse remarks or disclaimers made by Yatin Kumar Shah, Statutory Auditors, in their Audit Report. However they drawn the attention of the Management of the Company towards non-compliance of Section 203.

M/s. Sark and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2018-19 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

The Company is of view that though the Company has Company Secretary on role of the Company as on date. The Company for that purpose out sourced the Secretarial work to the Professional Company Secretaries Firm. The Company is highly Compliance Company and always believe in high Corporate Governance, The Company is regular in making all required notices, disclosures, announcements, Compliances, filing with the Exchanges, ROC, Income Tax and other concerned Authorities.

The size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management thinks that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters.

Extract of Annual Return

Pursuant to the requirements under Section 92(3) and Section134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure III.

Particulars of Employees and Related Information

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.

Board meetings:

The Board meets at regular intervals to discuss and decide on the companys policies and strategy apart from other Board matters. During the Financial year 2018-2019 , 05 times board meetings were held on 30/05/2018, 14/08/2018, 14/11/2018, 21/12/2018, 14/02/2019, The gap between two meetings did not exceed 120 days.

Audit Committee

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

Declaration by Independent Directors

Mr. Krishan Kumar Kundanlal Lahoti, Mr. Manjeet Kumar Surana and Yuvraj Vijay Bangera are Independent Directors on the Board of the Company. The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI Listing Regulations with the Stock Exchanges.

Disqualification of Director

No Director of the Company is disqualified under any law to act as a Director

Postal Ballot:

No postal ballot was held during the year 2018-2019.

Risk Management and Internal Controls:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Conservation of Energy and Technology Absorption:

The company has taken various in house measures to conserve the electricity and energy

Technology absorption and innovation is a continuous process in the company.

Foreign Exchange: ( Rs. In lakhs)

- Foreign Traveling Expenses Rs. 13.36 (Previous Year Rs. 2.63) - Foreign Brokerage Paid Rs.- 36.82 (Previous Year Rs. 33.31)

- Earning in foreign Currency (Export/F.O.B.) Rs. 7959.56 (P. Y. Rs. 6196.88) - Raw Material Purchases in foreign Currency Rs 8.01 (P. Y. Rs 50.96) - Machinery (WIP) Purchases in foreign Currency Rs. 77.54 (P.Y Rs. NIL)

Listing of Shares:

The Company got it shares listed on Bombay Stock Exchange.

The Company has paid the necessary Listing fees for the year 2018 2019 to Bombay Stock Exchange.

Vigil Mechanism/Whistle Blower Policy:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2018-19, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2018-19, no cases in the nature of sexual harassment were reported at any workplace of the company.

Green Initiative in Corporate Governance:

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken ‘Green initiative in corporate Governance and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Management Discussion and Analysis Report:

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to Industry Trends, Company Performance, SWOT analysis, Corporate Process, Business Outlook among others is annexed to this Report.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification:

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure IV.

Acknowledgement:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

For and On behalf of the Board
Binayak tex Processors Limited
Sd/- Sd/-
Mr. Pradipkumar Pacheriwala Mrs. Heeradevi Pradipkumar Pacheriwala
(Managing Director) (Director)
Date:14/08/2019
Place: Mumbai