Budge Budge Company Ltd Directors Report.

Dear Shareholders,

Your Directors take pleasure in presenting the 46th (Forty-Sixth) Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2019.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars FY 2018-19 FY 2017-18
Amount Amount
i. Turnover 19338.78 19965.67
ii. Other Income 478.43 378.07
iii. Total Revenue 19817.21 20343.74
iv. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 448.49 1005.36
v. Finance Cost 506.01 454.00
vi. Depreciation 484.07 462.47
vii. Profit before Taxation (PBT) (541.59) 88.88
viii. Tax including Deferred Tax (220.72) (16.61)
ix. Profit / (Loss) after Taxation (PAT) (320.87) 105.49

STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company is engaged in the business of manufacturing of jute products. Production during the year was 25547 M/T compared to 27232 M/T in the previous year which is lower by 6.19% than last year. Production would have been higher but due to heavy absenteeism of workers, the factory could not utilize its full capacity leading to minor increase in the output. The Company has rented out its warehouses for generation of regular Rental income and in the current year the Company has earned a sum of Rs. 231.47 lakhs as rent. Accordingly, the Company during the year has made a net loss of Rs. 320.87 lakhs compared to net profit of Rs. 105.49 lakhs in the previous year.

There is no change in the business of the Company during the financial year 2018-19.

DIVIDEND

In view of the losses, the Board could not recommend any dividend on equity shares of the Company for the financial year ended 31st March, 2019.

DEPOSITS

The Company has not accepted any deposit during the year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount in the general reserve for the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that :

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

ii) 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 at the end of the financial year and of the loss of the Company for that period;

iii) 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;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) 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

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.

PERSONNEL

The particulars and information of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure A to this Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure – ‘B as attached hereto and forming part of this Report.

COMPANYS WEBSITE

The website of your Company, www.gayatrigroup.co, has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been uploaded.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Limited and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to the Stock Exchange and the depositories.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Director - Retirement by Rotation :

Mrs. Madhushree Poddar (DIN 01301449), Director of the Company, pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013, retires by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

ii) Whole time - Key Managerial Personnel (KMP) :

There is no change in the Key Managerial Personnel during the year. The present Whole-time Key Managerial Personnel of the Company are as follows :-

i. Mr. Manish Poddar – Managing Director

ii. Mr. Danveer Singhi – Company Secretary & Compliance Officer

iii. Mr. Praveen Kumar Ghorawat – Chief Financial Officer

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made thereunder. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable. In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015.

All members of the Board of Directors and senior management personnel affirmed compliance with the Companys code of conduct policy on an annual basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee asconstituted under section 135 of the Companies Act, 2013 is in place and is functional under the Chairmanship of Mr. Sushil Kumar Chhawchharia. The other members of the Committee are Mr. Bijay Krishna Datta and Mrs. Madhushree Poddar. The details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Boards Report and the CSR activities are mentioned in the ‘Annual Report on CSR Activities enclosed as Annexure – ‘C to this Report.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors :

The present Statutory Auditors, M/s. V. Singhi & Associates, Chartered Accountants continue to hold the office of Auditors till the Annual General Meeting to be held for the financial year f.y. 2021-22.

In respect of the non-provision of the liability on account of terminal benefits(gratuity) in accordance with IND AS 19 "Employees Benefit" amounting to Rs. 2032.62 Lakhs including Rs. 173.53 Lakhs for the year, in the financial statements, which constitutes a departure from, the Indian Accounting Standards prescribed in Section 133 of the Act and impact thereof in the financials of the Company, the Board clarifies that the Company has been following the practice of Charging the gratuity payment on Cash payment basis for years together. Now as per IND AS the accrued liability for gratuity is also required to be provided in the books and this has become applicable to the Company from the current financial year. In view of high quantum of accrued liability, the management has decided to make provision of the total accrued liability in the coming years.

The other Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditors :

The Company has received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s. B. Saha & Associates for his re-appointment as the Cost Auditors of the Company for the financial year 2019-20. The Board of Directors on recommendation of the Audit Committee has re-appointed M/s B. Saha & Associates (Registration No. 100104), Cost Accountants, as the Cost Auditors of the Company for the financial year 2019-20 subject to approval of the remuneration by the Shareholders in the ensuing Annual General Meeting.

(iii) Secretarial Auditor :

The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2018-19 under the provisions of section 204 of the Companies Act, 2013.

The report of the Secretarial Auditor for the F.Y. 2018-19 is enclosed as Annexure D- MR-3 to this Boards Report.

The other notes are self-explanatory and hence do not call for any further explanation.

The Company has received consent letter from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary for his re-appointment as the Secretarial Auditors of the Company for the financial year 2019-20 and the Board has re-appointed him accordingly.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and taken necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the requirements of applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "Listing Regulations", as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Boards Report and the Corporate Governance Report as per the requirements of Companies Act, 2013 and the Listing Regulation as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO & CFO are given in Annexure – ‘E, ‘F & ‘G.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given in the Annexure – ‘H to this report.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Companys website: www.gayatrigroup.co and the declaration to this effect is given in Annexure - ‘I to this Boards Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the Code of Conduct for prevention of Insider Trading and the same is also placed on the Companys website: www.gayatrigroup.co. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company have adopted the code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Thus Ind AS is applicable to your Company w.e.f. 1st April, 2017 and the Accounts have been prepared accordingly.

DISCLOSURES AS PER APPLICABLE ACT, SEBI(LODR) REGULATIONS, 2015

i) Related Party Transactions :

All transaction entered with related parties during the f.y. 2018-19 were on arms length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which may have potential conflict of interest with the Company at large. Hence disclosure in form AOC 2 is not required.

The necessary disclosures of the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy. The Company has not entered into any specific contract with related parties.

Since the Company has extended loans and advances in the nature of loan to firms/ Companies in which Directors are interested disclosure as per Para A of Schedule V is provided in Notes to the Accounts under ‘Related Party Disclosures.

ii) Number of Board Meetings :

The Board of Directors met 4(four) times in the year 2018-19 and the maximum interval between two meetings did not exceed 120 days. The details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Boards Report.

iii) Committees of the Board :

As on March 31, 2019 the Board had five Committees : the audit committee, the nomination and remuneration committee, the stakeholders relationship committee, the share transfer committee, the corporate social responsibility committee. A detail note on the Committee is provided in the Corporate Governance Report section of this Annual Report.

iv) Composition of Audit Committee :

The Audit Committee comprises of three Non-Executive Independent Directors as on March 31, 2019 :-

• Mr. Sushil Kumar Chhawchharia • Mr. Deveshwer Kumar Kapila

• Mr. Bijay Krishna Datta

v) Extracts of Annual Return :

The details forming part of the extract of the Annual Return in MGT-9 as provided under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure - ‘J. This information is also available at the website of the Company at www.gayatrigroup.co.

vi) Risk Analysis :

The Board has developed and implemented a risk management policy identifying therein the elements of risk that may threaten the existence of the Company. The Company has in place a mechanism to inform the Board members about the risk assessment, their comparison against benchmarks or standards, and determination of an acceptable level of risk and mitigation plans and periodical reviews are undertaken to ensure that the critical risks are controlled by the executive management.

vii) Internal Financial Control :

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act and the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Companys internal financial control over financial reporting and the report of the same is annexed with Auditors Report.

viii) Loans, Guarantees and Investments :

The loan and investment made during the year under reviewis within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

ix) Post Balance Sheet events :

There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2018-19.

However, Mr. Sushil Kumar Chhawchharia, Independent Director resigned w.e.f. 1st April, 2019 and Mr. Rajesh Kumar Bubna was appointed as anIndependent Director w.e.f. 17th May, 2019, subject to approval of the Shareholders in the ensuing Annual General Meeting.

x) Evaluation of the Boards Performance :

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

xi) Nomination, Remuneration and Evaluation Policy :

The Policy in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement entered with the stock exchanges (as amended from time to time) is formulated to provide a framework and set standards. The salient features of the policy are as follows :

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

The detailed Nomination & Remuneration Policy of the Company is placed on the Companys website and can be viewed at https://www.gayatrigroup.co/company/policies.html

xii) Vigil Mechanism (Whistle Blower Policy) :

By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism.

Details of establishment of the Vigil Mechanism have been uploaded on the Companys website : www.gayatrigroup.co and also set out in the Corporate Governance Report attached as Annexure to this Boards Report.

xiii) Cost Records :

The Company has maintained cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

xiv)Internal Complaint Committee :

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-1, SS-2 and SS-3 relating to ‘Meetings of the Board of Directors ‘General Meetings and Dividend, respectively, to the extent as applicable have been duly followed by the Company.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

INDUSTRIAL RELATIONS

The industrial relation during the year 2018-19 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Companys operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Companys management. The Directors also commend the continuing commitment and dedication of the employees at all levels andthe Directors look forward to their continued support in future.

For and on behalf of the Board of Directors
For Budge Budge Company Limited
Ashok Kumar Poddar Manish Poddar
Place : Kolkata Chairman Managing Director
Date : 9th August, 2019 DIN : 00282924 DIN : 00283036