To
The Members,
BHANDARI HOSIERY EXPORTS LIMITED
Your Directors are pleased to present the 30th Annual Report
together with Audited Accounts of the Company for the year ended 31st March,
2023.
FINANCIAL RESULTS
As mandated by the Ministry of Corporate Affairs, your company has
prepared the financial statement (standalone) for the year ended March 31, 2023 as per
Indian Accounting Standard ('IND AS') notified under Sec 133 of the Companies Act, 2013
read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time.
(Rs. in Lacs)
| PARTICULARS |
2022-23 |
2021-22 |
| Total Income |
28331.12 |
28343.63 |
| Gross Profit before interest depreciation and tax |
2343.46 |
2259.32 |
| Less: Financial expenses |
1033.77 |
1027.44 |
| Less: Depreciation and preliminary exp. written off |
520.68 |
546.87 |
| PROFIT BEFORE TAX |
789.01 |
685.01 |
| Less: Provision for tax |
(138.38) |
(58.00) |
| PROFIT AFTER TAX |
650.63 |
627.01 |
| Other Comprehensive Income |
(8.96) |
0.00 |
| Net profit available for equity shareholders |
641.68 |
627.01 |
| Add: Balance brought forward |
4842.36 |
4230.00 |
| Less : Previous Years amounts transferred |
0.00 |
0.00 |
| Amount available for appropriation(s) |
5484.04 |
4857.01 |
| Appropriation: |
|
|
| -Proposed Dividend on Equity shares @ Rs. 0.01/- per Equity
Share (i.e. 1%) (Refer Note (i) below ) |
14.65 |
14.65 |
| -Tax on Proposed Dividend |
-- |
-- |
| Balance carried to Balance Sheet |
5399.22 |
4842.36 |
| Note: (i) Proposed Dividend on Equity Share |
|
|
| Proposed Dividend for the year ended 31st March,
2023 @ Rs. 0.01/- per Equity Share (i.e. 1%) |
14.65 |
14.65 |
| Dividend Distribution Tax on proposed dividend |
-- |
-- |
"The Board of Directors of the Company has proposed final dividend
of Rs. @ Rs. 0.01/- per Equity Share (i.e. 1%), which is subject to the approval by the
shareholders at the ensuing Annual General Meeting. In accordance with the revised Indian
Accounting Standard - 'Contingencies and Events occurring after the Balance Sheet Date'
(effective from 01.04.2016), proposed dividend for the year and Corporate Dividend Tax
thereon has not been recognized as a distribution of profit in the current year's
accounts."
PERFORMANCE REVIEW
During the year 2022-23, your Company was able to achieve turnover of
Rs. 28331.12 Lacs as against Rs.
28343.63 Lacs in the previous year, showing a very mild decrease of
0.04% from the previous year. The Profits after Tax of the Company for the year ended
31.03.2023 has been at Rs. 650.63 Lacs as against Rs. 627.01 Lacs in the previous year
showing an increase in profit of 3.76% in comparison to the previous year.
EXPORTS
The Exports of the Company during the financial year were Rs 3494.54
Lacs as against Rs. 1703.83 Lacs in the previous year, showing the an increase of 105.09%
over the previous year.
SHARE CAPITAL
The issued and paid up Equity Share Capital of the Company as on March
31, 2023 was Rs. 14,65,26,950/- comprising 14,65,26,950 fully paid Equity shares of Rs.
1/- each. During the year under review, the Company has not issued any equity shares/
shares with differential voting rights or granted stock options or issued sweat equity or
purchased its own shares. There were no additions/reductions during the financial year
2022-23, in share capital of the Company by way of Public/ Rights/Bonus/preferential
issues/ buy back, conversions etc. or any other changes.
DIVIDEND
Your directors are pleased to recommend the dividend of 1% i.e. Rs.
0.01/- per Share of face value Rs. 1/- for the year 2022-23, (Previous year 2021-22 @ 1%
i.e. Rs. 0.01/- per share of face value of Rs. 1/- each.) subject to the approval of the
shareholders at the ensuing Annual General Meeting. The Final Dividend, if declared, shall
be distributed to the members within 30 days from the AGM.
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, top five hundred listed entities based on market
capitalization are required to formulate a Dividend Distribution Policy. However, your
company has been classified by the stock exchanges as small cap and hence this regulation
does not apply to the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Companies Act,
2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the
Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company
to the IEPF established by the Central Government after the completion of seven years from
the date of transfer to the Unpaid Dividend Account of the Company. The shareholders whose
dividends have been transferred to the IEPF Authority can claim their dividend from the
authority.
The unclaimed or unpaid dividend relating to the financial year
2015-2016 is due for remittance in the month of November, 2023 to Investor Education and
Protection Fund established by the Central Government. The Company has already sent email
/ notices in due course to the members informing them to claim the Unclaimed Dividend /
Shares before such transfer of dividend to the IEPF Authority.
During the year 2022-23, the unclaimed or unpaid dividend relating to
the financial year 2014-2015 has been remitted to Investor Education and Protection Fund
established by the Central Government. Further according to the Rules, the shares in
respect of which dividend has not been paid or claimed by shareholders for seven
consecutive years or more shall also be transferred to the IEPF Authority.
TRANSFER TO RESERVES
The Company proposes to transfer amount to the general reserves of the
Company.
(INR Lacs)
| Particulars |
Amount |
| Net Profit for the year |
641.68 |
| Balance of Reserves at the beginning of the year |
4842.36 |
| Share Premium Reserves |
1559.75 |
| General Reserves |
288.05 |
| Less: Appropriation of Profits |
14.65 |
| Balance of Reserves at the end of the Year |
7247.02 |
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part
of this Report. The requisite certificate from the Statutory Auditors of the Company
confirming compliance with the conditions of corporate governance is attached to the
report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is given at the end of
Directors' Report and forms part of this Report.
CAPITAL EXPENDITURE AND EXPANSION
During the financial year 2022-23 the company has undertaken expansion
plan by adding rotary printing machine as forward integration at a total cost of an Rs.
28.75 cr. The project has been financed by way of term loan of Rs. 19.14 cr. from State
bank of India and promoters contribution by way of Right issue and internal accruals. The
company has started implementation of the expansion plan and as on 31.03.2023 expansion
work is in progress.
FINANCE
Fresh Term Loan of Rs. 8.95 Cr. was sanctioned by consortium members
(State Bank on India, HDFC Bank, Union Bank of India and South Indian Bank) under GECL 2.0
extension Scheme during the year. Out of which the company has availed only Rs. 0.91 Cr
and balance was unveiled as on 31.03.2023. The cash credit limits were availed to the
extent of Rs. 67.00 cr. against the sanctioned limit of Rs. 73.00 cr. The Company
continues to key focus on judicious management of its working capital, receivables,
inventories and other working capital parameters were kept under strict check through
continuous monitoring.
DIRECTORS AND KMPs
• Appointments
During the F.Y. 2022-23 following appointments/ re-appointment were
made:
1. Mr. Babu Ram Malhotra (DIN: 09721675) was appointed as the
Independent Director of the Company for a term of 5 years w.e.f. 31st August,
2022 to 30th August, 2027 his appointment was approved by members on its AGM
held on 30th September, 2022.
2. Mrs. Alka Gambhir (DIN: 09044278) was appointed as the Independent
Director of the company for a term of 5 years w.e.f. 31st August, 2022 to 30th
August, 2027 her appointment was approved by members on its AGM held on 30th
September, 2022.
3. Mr. Surinder Kumar Kapoor (DIN: 08442523) was re-appointed as the
Independent Director of the company for a second term of 3 years w.e.f. 01st June, 2022 to
30th May, 2025 his appointment was approved by members through postal ballot during the
year.
• Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company,
Mr. Rajesh Kumar, Director, retires by rotation and is eligible for
reappointment.
• Resignations
During the F.Y. 2022-23 following appointments/ re-appointment were
made:
1. Mr. Babu Ram Malhotra (DIN: 09721675) the Independent Director of
the Company was resigned from the post of Independent Director w.e.f. 22nd
February, 2023.
2. Mr. Kunal Verma (DIN: 08918691) the Independent Director of the
company resigned from the post of Independent Director w.e.f. 31st August,
2022.
• Declarations by Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act, 2013
and Reg. 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, the Independent Directors of the Company have given declaration to the
Company that they qualify the criteria of independence as required under the Act and the
regulations.
• Board Evaluation
The Board has carried out an annual evaluation of its own performance,
the directors and also committees of the Board based on the guideline formulated by the
Nomination & Remuneration Committee. Board composition, quality and timely flow of
information, frequency of meetings, and level of participation in discussions were some of
the parameters considered during the evaluation process. A note on the familiarizing
programme adopted by the Company for the orientation and training of the Directors and the
Board evaluation process undertaken in compliance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
provided in the Corporate Governance Report which forms part of this Report.
Further, a Separate Meetings of the Independent Directors of the
Company was held once during the year on 13.02.223 which also reviewed the performance of
the Non-executive directors, Chairman of the Company and performance of the Board as a
whole.
• Nomination & Remuneration Policy
On the recommendation of the Nomination & Remuneration Committee,
the board has already framed a Policy for selection, appointment and remuneration of
Directors and Key Managerial Personnel. Salient feature of Nomination and Remuneration
Policy are annexed herewith as Annexure A.
• Board Meetings
During the year, 6 Board Meetings and 5 Audit Committee Meetings were
convened and held. The details are given in the Corporate Governance Report. The
intervening gap between the two Meetings was within the period prescribed under the
Companies Act, 2013.
• Key Managerial Personnel
During the year 2022-23, the Company had three Key Managerial Personnel
viz. Mr. Nitin Bhandari, Chairman & Managing Director, Mrs. Misha Malhotra, Chief
Financial Officer and Mr. Daljeet Singh, Company Secretary.
In compliance with Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, brief resume of all the Directors proposed to
be appointed / re-appointed are attached along with the Notice to the ensuing Annual
General Meeting.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not directly or indirectly -
a) given any loan to any person or other body corporate other than
usual advances envisaged for supply of materials if any,
b) given any guarantee or provided security in connection with a loan
to any other body corporate or person and
c) Acquired by way of subscription purchase or otherwise, the
securities of any other body corporate. The details of loans from Banks/FIs/ Directors, as
required are given in Financial Statements and Notes thereto.
DEPOSITS
Your company has not invited/ accepted deposits from public as
envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance
of Deposit) Rules, 2014.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 and applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has formulated and established a Vigil Mechanism for directors and employees
to report genuine concerns has been established. The Vigil Mechanism Policy has been
uploaded on the website of the Company at www.bhandariexport.com.
>CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
Annexed herewith as "Annexure - D".
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year
were on an arm's length basis and in the ordinary course of the business of the Company.
All related party transactions are placed before the Audit Committee of the Board of
Directors for its approval. Prior omnibus approval of the Audit Committee of the Board of
Directors is obtained for the transactions, which are of foreseen and repetitive nature. A
statement giving details of all related party transactions, entered pursuant to the
omnibus approval so granted, is being placed before the Audit Committee of the Board of
Directors for their review on a quarterly basis. During the year under reference, no
Material Related Party Transactions were entered. All other related party transactions
entered into by the Company were in ordinary course of business and were on an arm's
length basis. Hence the Company is not required to disclose details of the related party
transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Materiality of
and dealing with Related Party transactions as approved by the Board is uploaded on the
Company's website i.e. www.bhandariexport.com.
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.
STATUTORY AUDITORS
M/s Raj Gupta & Co., Chartered Accountants, (Firm Registration No.
000203N), had been appointed as Statutory Auditors of the Company at the 29th
Annual General Meeting held on September 30, 2022 to hold office upto the conclusion of 34th
Annual General Meeting of the Company.
The Auditor's report on the Annual Accounts of the Company for the year
under review is self explanatory and requires no comments. Further, there are no adverse
remarks or qualifications in the report that calls for Board's explanation.
During the year under review, there were no frauds reported by auditors
under Section 143(12) of Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed M/s Rajeev Bhambri & Associates, Company Secretaries, a firm of
Company Secretaries in Practice, to undertake the Secretarial Audit of the Company.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as Annexure -
B to this report.
The Board has re-appointed M/s Rajeev Bhambri & Associates, Company
Secretaries, Ludhiana as Secretarial Auditor of the Company for Financial Year 2023-24.
COST AUDITORS
No Cost Auditor was appointed during the financial year as there is no
statutory requirement imposed for mandatorily according to the size and nature of the
business.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2023 AND DATE OF THE REPORT
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year and the date of the Report.
AUDITORS' REPORT
The Auditors' Report is self-explanatory and do not call for further
comments as there are no adverse remarks in the Auditors' Report.
APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR
The Company has in accordance with the applicable provisions of the
Companies Act, 2013, appointed M/s Rajeev Bhambri & Associates, Practicing Company
Secretary (C.P. No. 9491), Ludhiana Secretarial Auditors. The Company has appointed M/s
V.V. Bhalla & Company, Chartered Accountants, (Membership No. 081198, Firm
Registration No. 002928N) as the Internal Auditors.
LISTING OF SECURITIES
At present, the securities of the Company are listed on BSE Ltd. (BSE)
and National Stock Exchange of India Limited (NSE). The Company has paid the Listing Fees
to the BSE and NSE upto the financial year 2023-24.
INDUSTRIAL RELATIONS
The industrial relations remained very cordial and responsive during
the year under review.
DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC
Considering gender equality, the Company has zero tolerance for sexual
harassment at workplace. The Company has an Anti Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The following is a summary of sexual harassment complaints
received and disposed off during the year 2022-23:
| Sr. No. |
Category |
No. of complaints during financial year 2022-23 |
No. of complaints pending as at end of year 2022-23 |
| 1. |
Child labour/ forced labour/ involuntary labour |
The Company does not hire Child Labour, Forced Labour or
Involuntary Labour. No case reported |
Not Applicable |
| 2. |
Sexual Harassment |
No case reported |
Not applicable |
| 3. |
Discriminatory employment |
No case reported |
Not applicable |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the Audited Financial Statements of the Company for the year
2021-22, the provisions of Section 135, read with Schedule VII and Companies (Corporate
Social Responsibility) Rules, 2014 of the Companies Act, 2013, has become applicable to
the Company. So in accordance with the provisions of Section 135 of the Companies Act,
2013 read with schedule VII of the Said Act and further read Companies (Corporate Social
Responsibility) Rules, 2014, "Corporate Social Responsibility Committee" had
been constituted w.e.f. 28.05.2016 consisting of following persons as Members/ Chairman:
| Sr. No. |
Name of The Director |
Designation |
| 1. |
Mr. Nitin Bhandari (Chairman & Mg. Director) |
Chairman |
| 2. |
Mr. Vikas Nayar (Director) |
Member |
| 3. |
Mr Surinder Kumar Kapoor (Independent Director) |
Member |
During the year 2022-23, the Company had identified certain
projects/activities on which the CSR expenditure for the financial year 2022-23 was made.
The activities included promoting health care including preventive health care,
improvement in education which includes special education and employment strengthening
vocation skills among children, women, elderly and the differently-abled and livelihood
enhancement projects, facilities for senior citizens and measures for reducing
inequalities faced by socially and economically backward groups, animal welfare etc.
Details about the CSR policy and initiatives taken by the Company during the year are
available on your company's website www.bhandariexport.com. The Report on CSR activities
is given in Annexure-E forming part of this Report.
CERTIFICATIONS
The Company has an innate desire and zeal to contribute towards the
welfare and social uplifting of the community. The Company continues to abide by its
general Social Responsibility and maintain following certifications:
BSCI (Business Social Compliance Initiative) CERTIFICATION
The Company heading towards good Corporate Social Responsibility also
has s BSCI (Business Social Compliance Initiative) Certification. European retail
companies and associations have developed a common monitoring system simplifying and
standardizing the requirements and individual monitoring procedures. The BSCI is based on
the labour standards of the International Labour Organization (ILO) and other important
international regulations like the UN Charta for Human Rights, as well as on national
regulations. The Initiative aims at continuously improving the social performance of
suppliers, leading to Best Practice like SA8000 certification or equivalents and thus
sustainably enhancing working conditions in factories worldwide. The Certification
achieved by the Company in the true sense reflects the true spirit of the Company in
improving working conditions, social health, safety, welfare and good corporate practices.
The company would be able to get the confidence of EU based customers by ensuring good
social compliance.
GOTS CERTIFICATION
Bhandari Hosiery Exports Limited is certified for compliance to GOTS,
the worldwide leading textile processing standard for organic fibers, including ecological
and social criteria, backed up by independent certification. It ensures organic status of
textiles, from harvesting of the raw materials, through environmentally and socially
responsible manufacturing up to labeling in order to provide a credible assurance to the
end consumer. This certification enables Bhandari Hosiery Exports Limited to supply
certified organic garments to customers worldwide.
SUBSIDIARY COMPANY/ASSOCIATE COMPANY/JOINT VENTURE
There is no Subsidiary /Associate Company of the Company.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as of 31st March 2023
pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules 2014 and forming part of the
report is placed at the website of the Company as per provisions of Section 134 [3][a] of
the Companies Act, 2013.
GRATUITY
The provision for gratuity has been made as provided under the Payment
of Gratuity Act.
PARTICULARS OF THE EMPLOYEES
The information and other details required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith at
"Annexure- C".
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has designed and implemented a process driven framework for
Internal Financial Controls. For the year ended on 31st March 2023, the Board
is of the opinion that the Company has sound Internal Financial Controls commensurate with
the size, scale and complexity of its business operations. During the year, such controls
were tested and no material weakness in their operating effectiveness was observed. The
Company has a process in place to continuously monitor the same and identify gaps, if any,
and implement new and/ or improved controls whenever the effect of such gaps would have a
material effect on the Company's operations.
CAUTIONARY STATEMENT
Statements in this report, describing the Company's objectives,
expectations and/or anticipations may be forward looking within the meaning of applicable
Securities Law and Regulations. Actual results may differ materially from those stated in
the statement. Important factors that could influence the Company's operations include
global and domestic supply and demand conditions affecting selling prices of finished
goods, availability of inputs and their prices, changes in the Government policies,
regulations, tax laws, economic developments within the country and outside and other
factors such as litigation and industrial relations.
The Company assumes no responsibility in respect of the forward-looking
statements, which may undergo changes in future on the basis of subsequent developments,
information or events.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, in terms of the Section 134(3)(c) of the
Companies Act, 2013, your Directors confirm that :
a) in the preparation of the annual accounts for the financial year
ended 31st March 2023, the applicable Indian accounting standards had been
followed and there were no material departures;
b) the directors had 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 as at 31st March 2023 and of the profit and loss of the company
for that period;
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
EXTERNAL CREDIT RATING
During the year under review, CRISIL Limited has reviewed the external
credit rating of the company and gives credit rating of CRISIL BBB.
DECLARATION REGARDING CODE OF CONDUCT
Directors, Key Managerial Personnel and senior management of the
Company have confirmed compliance with the Code of Conduct applicable to the Directors and
employees of the Company and the declaration in this regard made by the Mg. Director &
Chairman of the Company forms part of this Annual Report. The said code is available at
the Company's website i.e. www.bhandariexport.com.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continued
assistance and co-operation extended to the Company by the Government of India, Government
of Punjab, State Bank of India, South Indian Bank, HDFC Bank and Andhra Bank, the large
family of shareholders, business associates/customers/buyers, the dedicated employees and
all other business constituents, who are continuing to assist your Company.
|
By Order of the Board of Directors For
Bhandari Hosiery Exports Limited |
| Place: Ludhiana |
Sd/- |
| Date: 28.08.2023 |
Nitin Bhandari |
|
Chairman & Mg. Director |
