Bombay Potteries & Tiles Ltd Directors Report.

Your Directors have pleasure in presenting their 83rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March 2017.

1. Financial Results

PARTICULARS YEAR ENDED 31ST MARCH 2017 YEAR ENDED 31st MARCH 2016
REVENUE
Revenue from Operations
Total Revenue - -
EXPENSES
Change in inventories of Stock-in Trade - -
Depreciation and amortization expense - -
Other Expenses 519,299 462,894
Total Expenses 519,299 462894
Loss Before Tax -519,299 -462,894
Current Tax -
Loss for the year -519,299 -462,894
Tax Provision Written back -
Net Loss -519,299 -462,894
Earnings per equity share :
Face Value of Rs 100/- each]
Basic -3.99 -3.56
Diluted -3.99 -3.56

PERFORMANCE / STATE OF AFFAIRS OF THE COMPANY:

The Company has not carried on any activity during the year under report. Thus the operations of the Company have resulted in to loss of Rs 5,19,299/- which has been carried forward to Balance sheet and added to the accumulated loss of Rs 50,58,731/ brought forward and thus accumulated loss of Rs 55,78,030/- appear in the Balance Sheet as on 31.03.2017.

AMOUNT CARRIED TO RESERVE:

The Company has not carried any amount to the reserves during the current financial year.

DIVIDENDS:

In view of the loss, the Directors have not recommend any dividend on Equity Share for the Financial Year ended 31st March 2017. The Directors have not recommended the dividend on Preference Shares for the Financial Year ended 31st March 2017.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the Financial Year 2016-17.

SHARE CAPITAL:

There is no change in the Authorized, issued, subscribed and paid-up Share Capital the Company. The Company has not issued any shares during the year. The Preference Shareholders have acquired voting rights due to non payment of dividend.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr. Manoj V. Wadhwa, Chairman and Managing Director is the only Key Managerial Personnel in the Company. However, the Company could not appoint other Key Managerial Personnel as required under Section 203 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Manoj V. Wadhwa, is liable to retire by rotation and being eligible offers himself for reappointment.

Mr. Harshvardhan M. Wadhwa, has been appointed as Director of the Company in the last Annual General Meeting held on 30.09.2016.

No Director or Key Managerial Personnel has resigned during the year.

DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under Section 92 (3) of the Companies Act 2013 and as prescribed in Form No. MGT-9 of the Companies [ Management and Administration] Rules 2014 is appended as Annexure -1 to this Annual Report.

TRAINING OF INDEPENDENT DIRECTORS:

Your Company’s Independent Directors are qualified and have been associated with corporate and business organizations. Hence they all understand Company’s business and activities very well. However, the Board has shown Company’s business activities to all the Independent Directors pursuant to the provisions of Clause 25 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors duly met 06 [Six] times in the Financial Year 2016-17 viz. on 28.05.2016, 05.08.2016, 20.08.2016, 05.11.2016, 31.01.2017, & 31.03.2017.

COMMITTEES OF THE BOARD

There are currently three Committees as follows

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

AUDIT COMMITTEE MEETING

The Audit Committee of the Board of your Company comprises of two Independent Non Executive Directors Mr Rakesh S. & Mr Deepak H. Mirchandani and one Chairman & Managing Director Mr Manoj V. Wadhwa, who is the Chairman of the Committee. The Committee acts as a link between the Statutory & Internal Auditors and the Board of Directors.

The Audit Committee shall act in accordance with the prescribed provisions of Section 177 of the Companies Act 2013 and inter alia include.

To ensure that the financial reporting process and the disclosure of its financial information and the financial statements are correct, sufficient and credible. Recommend the appointment of Statutory Auditors and Fixation of Audit Fees. Reviewing with the management, performance of Statutory and Internal Auditors and adequacy of the Internal Control Systems. Reviewing the adequacy of Internal Audit Functions. Discussion with Statutory Auditors and Internal Auditors on nature and scope of audit etc. Reviewing the Company’s Financial and Risk Management Policies.

The Audit Committee met four times on 28.05.2016, 05.08.2016, 05.11.2016 and 31.01.2017. during the Financial Year ended 31st March 2017 with full attendances of all the Members.

NOMINATIION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises of Mr Rakesh S. Wadhera, Independent Director, as its Chairman with Mr Deepak H. Mirchandani, Independent Director & Ms. Minal M. Wadhwa, Non Executive Director.

The Nomination and Remuneration Committee shall act in accordance with the prescribed provisions of Section 178 of the Companies Act 2013 and shall perform the following functions

(a) to formulate the criteria for determining qualifications;

(b) to frame and formulate positive attributes and independence of Director;

(c) to recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Senior Management employees;

(d) to identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down;

(e) to recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance. -

Pursuant to the provisions of 178 (3) of the Act, the Remuneration Policy for selection and appointment of Directors, Senior Management personnel has been framed. Remuneration to Key Managerial Personnel will be based as such to attract and retain quality talent. For Directors, it will be based on the basis of provisions of Companies Act, 2013 and as per the approval of the Shareholders wherever required.

The Company is not paying the meeting fees to any Director attending the Board Meeting and Audit Committee Meetings.

During the year no meeting of the Nomination and Remuneration Committee was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consist of:

Mr Rakesh S. Wadhera, Independent Director as its Chairman and Miss. Minal M. Wadhwa, Non Executive Director.

The Stakeholders Relationship Committee looks in to issues relating to Shareholders redressal of complaints from investors and shall consider and resolve the grievances of security holders of the Company. ‘

The Share work is being handled by the Company departmentally in its own office and Mr Vijayan is the Compliance Officer.

During the year no meeting of Stakeholders Relationship Committee was held as there was no complaint.

INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Companies Act 2013 and Clause 25 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015 one separate meeting of the Independent Directors was held on 31.03.2017, wherein the performance of the non Independent Directors including the Chairman & Managing Director and Board as a whole was reviewed. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board of Directors of the Company.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 4(f) and Regulation 17 of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015, the Board has carried out an Annual Performance Evaluation of its own performance as well as the Directors individually as well as the evaluation of its Audit Committee However the evaluation of the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was not done as no employee was employed and no complaint was received from any person. Independent Directors have carried out a separate evaluation on the performance of Chairman & Managing Director and Non Independent Directors in separate meeting of Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors hereby confirm that:

1. In the preparation of the annual accounts for Financial Year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year on 31st March 2017 and of the Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the, provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the financial year ended 31st March, 2017 on going concern basis.

5. The Directors have laid- down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively.

6. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

Both the independent Directors have furnished necessary declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of S.E.B.I [listing Obligations & Disclosure Requirements] Regulations 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

In terms of sub Rule 5 (vii) of Rule 8 of Companies (Account) Rules 2014, there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy as required under Section 177 (9) of Companies Act, 2013 and Regulation 22 of S.E.B.I [listing Obligations & Disclosure Requirements] Regulations 2015 with a view to provide mechanism for Directors and Employees to approach audit committee to report existing/probable violation of laws, rules, regulations or unethical conduct, and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Company’s website www. bombaypotteriesandtileslimited.com.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act and The Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. A.N. Rajani, a Company Secretary, in Practice to undertake the secretarial Audit of the Company for the year ended 31st March 2017. The Secretarial Audit Report is annexed herewith as "Annexure- II" to this Report.

The Board had noted the observation that the Company being a listed Company is yet to appoint a Company Secretary and Chief Financial Officer in the category of Key Managerial Personnel as required under Section 203 of the Companies Act, 2013 and that the Company has also not redeemed the Preference Shares including accumulated dividend . The Company shall take steps to comply with provision of the above said appointment and shall also take appropriate steps to redeem the preference shares including dividend or apply for extension of time or issue of fresh redeemable Preference Shares.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY - INTERNAL AUDIT:

The Company has an adequate Internal Financial Control Systems/Procedures and Internal Audit Systems commensurate with the size of the Company and nature of its business. The Management periodically review the Internal Financial Control and Internal Audit Systems for further improvement. Pursuant to Section 138 of the Companies Act, 2013 the Company has also appointed Mr. Sanjay Bhachawat, a Chartered Accountant, as an Internal Auditor for the Financial Year 2016-17 who monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance, operating systems, accounting procedures and policies and internal audit.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption is not applicable to the Company. The Company does not have any foreign exchange earnings nor there is any foreign exchange outgo.

PARTICULARS OF REMUNERATION TO EMPLOYEES/DIRECTORS/KEY MANAGERIAL PERSONNEL:

The Company did not have any Director etc. drawing any salary/commission during the whole year or part of the year ended on 31st March 2017. Thus the Company has not paid any remuneration/commission to any Director/Key Managerial Personnel. Thus information as required under Section 197 of the Companies Act read with Rule 5 (1) of the Companies ( Appointment and remuneration of Managerial Personnel) Rules 2014 is NIL.

Moreover the Company has not employed any person as an employee during the whole year or part of the year and has not paid any remuneration in the year to any one. Thus the information pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is NIL.

RELATED PARTY TRANSACTIONS:

The Company has not entered in to any contract or arrangement with related parties during the Financial Year which falls under the scope of Section 188 (1) of the Act. Thus the information on transaction with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is NIL.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

No loans and/or guarantees were given, no investments made and no securities provided by the Company covered under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiary / joint ventures/associate companies during the financial year under review.

CASH FLOW STATEMENT:

The cash flow statement for the year 2016 - 2017 is attached to the Balance Sheet.

ISSUE OF EMPLOYEE STOCK OPTION:

The Company has not issued/granted any stock option to its employees including its Key Managerial Personnel and hence, the provisions of Rule 12 (9) of the Companies [Share Capital & Debentures) Rules, 2014 are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for the last seven years and hence, no funds were required to be transferred to Investor Education and Protection Fund.

RISK MANAGEMENT :

Pursuant to Section 134 (3)(n) of the Companies Act, 2013, the Company has formulated Risk Management Policy and the Risk Management framework which ensures that the Company is able to carry out identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY [CSR]:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as the Company does not fall in any of criteria specified in sub section (1 ) of Section 135 of the Companies Act.

COST AUDIT

The Cost Audit Orders/Rules are not applicable to the Company.

CORPORATE GOVERNANCE REPORT:

The provisions related to Corporate Governance Report is not applicable to the Company as per Regulation 15 (2) of S.E.B.I [Listing Obligations & Disclosure Requirements] Regulations 2015. : 15:

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Board has discussed the various options for taking up some project. The Board also discussed the financial requirements and the means of raising the finance. The outlook of the Construction Industry, which was started by the Company, is quite promising but is in depressed conditions since quite some time. Moreover the Company will require lot of finance for taking up any construction project.

The financial statements have been prepared under the historical cost convention, on the basis of a going concern.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OP WOMEN AT WORKPLACE [PREVENTION, PROHIBITION AND REDRESSAL] ACT, 2013:

In order to prevent sexual harassment of women at work place The Sexual Harassment of Women at Workplace [ Prevention, Prohibition and Redressal ] Act, 2013 has been notified and your Company has in place a Policy on prevention of sexual harassment in line with the requirements of the said Act.

LISTING OF SHARES WITH BOMBAY STOCK EXCHANGE

The Company confirm that it has paid the Annual Listing Fees for the year 2017-18 to the Bombay Stock Exchange where the Company’s shares are listed.

AUDITORS

STATUTORY AUDITORS

M/s. Anil Jaykant & Co. Chartered Accountants, retire as Auditors of the Company and being eligible offer themselves for re-appointment. The Auditors have confirmed their willingness for reappointment as Auditors of the Company and have submitted their written consent and necessary Certificate in compliance of Section 139 & 141 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules 2014.

For and on Behalf of the Board
PLACE: MUMBAI [ MANOJ V.WADHWA]
DATE : 21.08.2017 CHAIRMAN & MANAGING DIRECTOR
[DIN: 01127682]