Shri Bholanath Carpets Ltd Directors Report.

To THE MEMBERS OF THE COMPANY

Your Directors have pleasures in submitting their 46th Annual report of the company along with the Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL RESULTS:

Particulars 2018-19 2017-18
(Rs. In Lacs) (Rs. In Lacs)
Revenue from Operations 2273.71 2723.92
Revenue from other income 28.13 27.06
Total Revenue from Operation 2301.84 2750.98
Profit before depreciation, Exceptional & tax 48.04 35
Depreciation 16.83 21.91
Exceptional Income 15.47 0
Profit after Depreciation & Exceptional 15.74 13.09
Income but before Tax
Provision for Taxation (current) 5.26 3.42
Provision for Tax (deferred) 2.33 0
Tax Adjustment for earlier years - -
Profit / Loss after Tax 8.15 9.67
Other equity excluding revaluation reserve 776.77 768.62
EPS 0.02 0.02

PERFORMANCE REVIEW:

During the year under review your Company achieved total revenue of Rs. 2301.84 lacs as against Rs. 2750.98 in the previous year. This is mainly due to cost escalation of Raw materials and overall impact of the economy on textile sector and poor response of the buyers at international The company have net profit after tax is Rs. 8.15 Lakhs as compared to net profit of 9.67 Lakhs in the previous year which is primarily due to less turnover and increase of taxes. The management of the Company is very optimistic with regards to the performance of the Company in future and they taking every suitable or necesasary step required for the profitable future of the Company and its members.

DIVIDEND:

In order to conserve the reserve for a sustainable future, your Company do not recommended any dividend on Equity Shares for the year under review.

RESERVES

During the year of the Company stand at Rs. 776.77 Lakhs as compared to Rs. 768.62 in the previous year.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 of the Companies Act, 2013 Mr. Harish Baranwal retire by rotation and being eligible offered himself for re- appointment. If re-appointed, he will continue as director of the Company.

As required under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 with the stock exchanges, the information on the particulars of directors proposed for appointment/re appointment has been given in the notice of annual general meeting.

DEPOSITS:

During the year, Company has not invited/accepted any deposits from the public under the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTESS AND INVESTMENTS:

Details of investments covered under Section 186 of the Companies Act, 2013 ("the Act") will be produced for verification to the members at the Registered office of the company on their request.

DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to

Directors Responsibility Statement, it is hereby confirmed:

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

b) 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.

c) 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.

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

e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

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

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company neither has any Holding and Subsidiary Company but have Associate Company.

TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND:

During the year under review, the Company was not required to transfer any amount in the

Investors Education and Protection Fund.

DECLERATION OF INDEPENDENT DIRECTORS:

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 as well as under SEBI (LODR) Regulations, 2015 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

POLICIES ON DIRECTORS APPOINTMENT & REMUNERATION

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the company viz www.bholanath.biz.

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation & Disclosure Requirement) regulations, 2015, the Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non independent Directors was also carried out by the Independent Directors at their seperate meeting. The Directors expressed their satisfaction with the evaluation process.

STATUTORY AUDITORS:

M/s. O.P.Tulsyan & Co., [Firm Registration No. 500028N] Chartered Accountants had been appointed by the members at 44th Annual General Meeting held on 29th Septemebr, 2017 to the conclusion of 48th Annual General Meeting of the Company, subject to ratification by the members at every Annual General Meeting.

However Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly,no such item has been considered in notice of the 46th AGM.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. O.P. Tulysan & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

There are no qualifications, reservations or adverse remarks made Statutory Auditors in their report for the financial year ended March 31, 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 Mr. Ajay Jaiswal, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report as received from Mr. Ajay Jaiswal is appended to this Report as

Annexure I.

COMMENTS/EXPLANATIONS/REMARKS/OBSERVATIONS/QULIFICATION MADE BY SECRETARIAL AUDITORS:

Mr. Ajay Jaiswal, Company Secretary in Practice appointed for Secretarial Audit of your Company, 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 follows:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Director.

It monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

BOARD MEETINGS:

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. The decisions and urgent matters approved by way of circular resolutions, if any, are placed and noted at the subsequent Board meeting.

During the financial year 2018-19 Five (5) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For details of the meetings of the board along with the attendance of the respective Directors, please refer to the Corporate Governance Report forming part of this Annual Report.

BOARD COMMITTEES:

The Company has a duly constituted Audit Committee as per the provisions of Section 177 of Companies Act, 2013 and regulation 18 of SEBI (Listing Obligation & Disclosure) Requirement Regulations, 2015 with the stock exchanges. The Board of Directors has constituted two other committees namely Nomination and Remuneration Committee and Stakeholders Relationship Committee, which enables the Board to deal with specific areas / activities that need a closer review and to have an appropriate structure to assist in the discharge of their responsibilities.

The details of the composition of the Audit Committee along with that of the other Board committees and their respective terms of reference are included in the Corporate Governance Report forming part of this Annual Report. The Audit Committee and other Board Committees meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure II.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the Annual Return as at March 31, 2019, in the prescribed form MGT 9, forms part of this report and is annexed as

Annexure III.

POSTAL BALLOT:

No postal Ballot was held during the year 2018-19.

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONEENL) RULES, 2014

Ratio of remuneration of each director to the median remuneration of the employees of the company for the year 2018-2019

Sr. No Name & Designation Remuneration Received (In Rs. Lakh) Ratio to median remuneration
1. Mr. Bholanath Baranwal ED 696000 3.94
2. Mr. Vivek Baranwal ED & CFO 180000 1.02
3. *Mr. Niraj Tripathi CS 264000 1.49

Note:

• All appointments are / were non-contractual.

• Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis ?

• The median remuneration of employees of the Company during the financial year was Rs. 1.77 lakh

• There were 21 employees on the rolls of Company as on March 31, 2019.

• * Mr. Niraj Tripathi resigned by the post of C.S on 04.04.2019. ?

• As per the Rules, the Company is required to arrive at the median remuneration of the employees of the Company on financial basis and it is not necessary for the Company to include the details of employees serving the company below the period of twelve months. Hence, Company consider only 5 empolyees out of 21 employees for the purpose of calulation of median remuneration as because the remaining employees is employed from the months of January, 2019.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, a separate section titled ‘Report on Corporate Governance and ‘Management Discussion and Analysis forming part of this Annual Report. The Report on Corporate Governance also includes certain disclosures that are required, as per Companies Act, 2013.

Auditors Certificate confirming compliance with the conditions of Corporate Governance as stipulated under regulations of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 also forms part of this Annual Report.

SHARE CAPITAL

During the year under review, the Company, neither increased nor decreased its Equity.

RISK MANAGEMENT POLICY:

Your Company has formulated and adopted a Risk Management Policy which covers a formalized Risk Management Structure, along with other aspects of Risk Management i.e. Credit Risk Management, Operational Risk Management, Market Risk Management and Enterprise Risk Management. The Risk Management Committee of the Board, on periodic basis, oversees the risk management systems, processes and minimization procedures of the Company.

HUMAN RESOURCES:

Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organized various training programs at all level to increase the skill of the employees. The employees are deeply committed to the growth of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. The details of the same are provided in Corporate Governance Report forming part of this Annual Report. The policy is available on the website of the company www.bholanath.biz

During the financial year 2018-19, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a Policy on Prevention, Prohibition &Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. The policy is available on the website of the company www.bholanath.biz

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

FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior management personnel such as Chief Financial Officer, Company Secretary and Various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director.

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

The information pertaining to energy and technology absorption, foreign exchange earning & outgo as required under section 134(3) (m) of the Companies Act, 2013 and read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is Annexure IV.

CERTIFICATE ON NON DISQUALIFICATION OF DIRECTORS

Company have taken Certificate from Practicing Company Secretary that none of the Directors on the Board of the Company are disqualified as on 31.03.2019 in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 annexed as Annexure V.

INDUSTRIAL RELATIONS:

During the year under review, your company enjoyed cordial relationships with workers and employees at all the levels.

LISTING OF SHARES:

The shares of the Company are listed on BSE. The Company has paid the listing fees as payable to the BSE Ltd for the financial year 2019-20 on time.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE

There are not significant and material orders passed by the regulators or courts or tribunals that would impact on going concern of the Company and its future operations during the Financial Year 2018-19.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of the companies Act, 2013 every company shall require to constitute a corporate social responsibility committee who cross the threshold limit as prescribed under the Act.

So accordingly these provisions, our company does not fall under the said limit as prescribed. Thus your company do not required to constitute the committee during the Financial Year 2018-19.

APPRECIATION &ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude to the Companys Customers, Bankers and others for their continued support and faith reposed in the Company. The Board also places on record its deep appreciation for the dedication and commitment of the employees at all levels. The Directors would also like to thank BSE Ltd., National Securities Depository Limited, Central Depository Services (India) Limited, our RTA Mas Services Limited for their co-operation.

BY ORDER OF THE BOARD
For Shri Bholanath Carpets Limited
Sd/- Sd/-
Bholanath Baranwal Vivek Baranwal
(Chairman & Managing Director) (Director)
DIN: 00306086 DIN: 02076746
Place: Varanasi
Date: 21/08/2019