DIRECTORS' REPORT: To the Members, 1. Your Directors have pleasure in presenting the 69th Annual Report along with Audited Financial Statements for the year ended 31st March, 2015. 2. OPERATIONS: The total revenue of the Company for the financial year ended on 31si March, 2015 were Rs.302.86_Lakhs as against Rs.325.04 Lacs during the last financial year ended on 31st March, 2014. Similarly the net profits after tax during the year was Rs. 102.56 Lacs and Rs.114.85 Lacs profit in the previous year. 3.DIVIDEND: Your Directors recommend dividend of Rs 6.50 p. per share (650%) to the Equity Shareholders of the Company for the year under review. 4. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: No major event has occurred subsequent to the date of Financial Statements. 5. CHANGE IN THE NATURE OF BUSINESS IF ANY: There is no change in the nature of Business during the year under the i ev iew. 6. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. 7. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE-I to this Report. 8. NUMBER OF BOARD MEETINGS: The Board of Directors met 6 (six) times in the year, the details of which are provided in the Corporate Governance Report. 9. PARTICULARS INVESTMENTS: Please refer Notes No.8 10.RELATED PARTY TRANSACTIONS: ANNEXURE-II No transactions that were entered with related party during the year under review. 11. RISK MANAGEMENT: In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. 12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. 13. INTERNAL CONTROL SYSTEM: Your Company has adequate system of internal controls to ensure that all the assets are safeguarded and are productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. 14. HUMAN RESOURCES: Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 15.PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY: The Company does not have any Joint Venture with any person or an associate Company as defined under Section 2(6) of the Companies Act, 2013 ('the Act') 16.FIXED DEPOSITS: During the year under review, your Company has not accepted any fixed deposits and there were no unclaimed deposits or interest thereon as on 31st March, 2015. 17. DIRECTORS: DIRECTORS: In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, MR. D G KAMDAR will retire by rotation at the ensuing annual general meeting and is eligible for re-appointment Declaration from Independent Directors: As per the provisions of Companies Act, 2013, the independent directors of the Company to be appointed by the members for a term up to five years, and no independent director shall be liable to retire by rotation. Criteria for appointment of Independent Directors The Independent Directors shall be of high integrity with relevant expertise and experience with Directors having expertise in the fields of marketing, finance, law, governance and general management, so as to have a diverse Board. 18. DIRECTORS' RESPONSIBILITY STATEMENT: As stipulated under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:- i) that in the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review; iii) that the Directors have taken proper and sufficient care for 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; iv) that the Directors have prepared the accounts for the financial year on going concern basis. v) the Directors have laid down internal financial controls, which are adequate and were operating effectively. 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. 19. PARTICULARS OF EMPLOYEES: Disclosures pertaining to remuneration and other details as required under Section 136 (1) of the Act are provided as per ANNEXURE -III. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in ANNEXURE -IV to this report. 21.AUDITORS: i) Statutory Auditors: The Auditors, M/s. Vatsaraj & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible, offer themselves for reappointment. ii) Secretarial Auditors: Secretarial Audit is not applicable to the Company iii) Cost Auditors: Cost Audit is not applicable to the Company 22. PURCHASE OF SHARES OF THE COMPANY: The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its holding Company pursuant to Section 67(2) of the Companies Act, 2013. 23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company. 24. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS: The Company has not issued any shares with differential Voting Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014. 25. ISSUE OF SWEAT EQUITY SHARES: During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014. 26.EMPLOYEE STOCK OPTION: The Company does not have any Employee Stock Option Scheme for its employees. 27. APPRECIATION: Your Company is grateful for the continued co-operation and support extended to it by the Government, Shareholders, and Banks. Your Directors also express their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF THE BHARAT LINE LIMITED AG KAMDAR CHAIRMAN DIN NO. 00012646 Place: Mumbai Dated: 24th August, 2015. |