| The Members,
Blue Chip Tex Industries Limited.
The Directors are pleased to present herewith the 30th Annual Report
on the business and operations of your Company and Audited Accounts for
the Financial Year ended March 31,2015 together with the Audited
Statement of Accounts and Auditor's Report thereon.
The State of the Company's Affairs:
1. KEY FINANCIAL HIGHLIGHTS:
In terms of INR
2014-2015 2013-2014
Profit before depreciation 3,51,01,368 2,90,70,476
Less: depreciation 1,01,73,887 1,15,02,737
Profit before Tax 2,49,27,481 1,75,67,739
Less: Provision for taxation Current tax 54,08,817 37,60,000
Deferred tax 23,89,783 22,49,304
Fringe Benefit tax - -
Profit After Tax 1,71,28,881 1,15,58,435
Add: Taxation for earlier year - -
Total 1,71,28,881 1,15,58,435
Balance in Profit and Loss Account 2,12,97,743 1,36,61,772
Surplus available for appropriation 3,83,21,515 2,52,20,207
Transfer to General Reserve 17,20,000 11,56,000
Proposed Dividend 23,64,600 23,64,600
Tax on Proposed Dividend 4,81,377 4,01,864
Balance carried to Balance Sheet 3,37,55,538 2,12,97,743
During the year under review your Company has reported a total income
of INR 1,11,89,51,367/- out of which non-operating income amounts to
INR 32,98,886/-.Revenue from Operations Income registered increase by
INR 40,11,76,497/-, i.e. by 56.15%, as compared to the previous year.
2. DIVIDEND:
Your Directors are pleased to recommend a final dividend of INR 1.20
per equity share for the Financial Year ended 31st March, 2015.
3. TRANSFER TO RESERVES:
The Company has proposed to transfer INR 17,20,000/- amount to the
General Reserve out of amount available for appropriations.
4. THE STATE OF COMPANY'S AFFAIRS:
The highlights of State Of Company's Affairs are as under:
- The Company has installed 1 Draw Texturising Machine and 2 Air
Texturised Machines during the Financial year 2014-15.
- The Company completed it expansion programme by installing 3rd Air
Texturising Machine in April 2015.
- During Current Financial year Company will emphasize on achieving
the maximum possible production from these Machines.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:
Particulars required to be furnished by the Companies as per Rule 8 of
Companies (Accounts) Rules, 2014, are as follows:
A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY:
(i) Energy conservation measures taken:
Appropriate measures have been initiated to conserve energy. The
Company has always been conscious about the need for conservation of
energy.
(ii) Additional investments and proposals, if any, being implemented
for reduction of energy consumption:
The efforts for conservation of energy are on an ongoing basis
throughout the year.
(iii) The impact of the above measures for reduction of energy
consumption and consequent impact on the cost of production of goods:
The measures taken have resulted in savings in the cost of production.
Total energy consumption and energy consumption per unit of production:
Power and Fuel Consumption:
Electricity: Financial Year Financial Year
ended 31.03.2015 ended 31.03.2014
Purchased Units (KWH) 1,02,33,39 48,85,040
Total Amount (INR) 4,53,70,176 2,06,11,115
Cost/Unit (INR) 4.43 4.22
Consumption per ton polyester Texturised
Yarn Production (KWH) 862.21 760.30
B. Rule 8 Sub-Rule 3 (B) pertaining to Technology absorption
Efforts in brief made towards technology, absorption, adoption and
innovation: The Company keeps itself abreast of the technical
development and innovation in its line of products worldwide and tries
to bring about improvements in the product for better yield, quality
and cost effectiveness etc.
Continuous efforts are being made in the areas of quality improvements,
waste reduction, process capability and cost minimization to specially
improve the market acceptance of the product.
C. Rule 8 Sub-Rule 3 (C) pertaining to Foreign exchange earnings and
Outgo-
There are NIL Foreign Exchange earned in terms of actual inflows during
the year and the Foreign Exchange outgo during the year in terms of
actual outflows
6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
7. ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies
Act, 2013 read with The Companies (Management and Administration)
Rules, 2014 in the prescribed Form MGT-9 is annexed as ANNEXURE 1 to
this report as on 31st March, 2015.
8. FIXED DEPOSITS:
The Company has not accepted any deposits within the meaning of Section
73(1) of the Companies Act, 2013 and the Rules made thereunder.
9. BOARD MEETINGS:
The Board of Directors (herein after called as "the Board") met
FIVE times during the Year under review:
Date of Venue and time Directors present
Meetings of the meeting
26.05.2014 Venue: 'Jasville' 1) Mr. Nand K. Khemani
Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani
Marine Lines, 3) Mr. Kumar S. Nathani
Mumbai - 400020. 4) Mr. Rahul A. Khemani
Time: 4:30 P.M. 5) Mr. Shahin N. Khemani
30.07.2014 Venue: 'Jasville', 1) Mr. Nand K. Khemani
2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani
Cinema, 9, Marine Lines, 3) Mr. Shahin N. Khemani
Mumbai - 400020. 4) Mr. Kumar S.Nathani
Time: 4:00 P.M 5) Mr. Rahul A. Khemani
6) Mr. Anilkumar Mandhana
17.10.2014 Venue: 'Jasville', 1) Mr. Nand K. Khemani
2nd Floor, Opp. Liberty 2) Mr. Ashok K. Khemani
Cinema, 9, Marine Lines, 3) Mr. Kumar S. Nathani
Mumbai - 400020.
Time: 4:00 p.m.
07.11.2014 Venue: 'Jasville' 1) Mr. Nand K. Khemani
Opp. Liberty Cinema, 9, 2) Mr. Ashok K. Khemani
Marine Lines, 3) Mr. Kumar S. Nathani
Mumbai - 400020. 4) Mr. Vijay Mishra
Time: 4:00 p.m. 5) Mr. Rahul Khemani
6) Mr. Manmohan Anand
05.02.2015 Venue: 'Jasville' 1) Mr. Nand K. Khemani
Opp. Liberty Cinema, 2) Mr. Ashok K.Khemani
9, Marine Lines 3) Mr. Kumar S. Nathan
Mumbai - 400020. 4) Mr. Shahin N. Khemani
Time: 4:00 p.m. 5) Mr. Rahul Khemani
6) Mr. Vijaykumar Mishra
7) Ms. Shraddha Teli
Date of Meetings Directors to whom Leave of absence was granted
26.05.2014 Leave of absence was granted to Mr. Anil Kumar
Mandhana.
30.07.2014 None
17.10.2014 Leave of absence was granted to the following
Directors
1) Mr.Shahin Khemani
2) Mr. Rahul Khemani
3) Mr. Manmohan Anand
4) Mr. Vijay Mishra
07.11.2014 Leave of absence was granted to Mr. Shahin Khemani.
05.02.2015 Leave of absence was granted to Mr. Manmohan Anand.
10. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key managerial personnel are as follows:
Name of the Director/Key Particulars Date of Appointment
managerial personal and resignation
Mr. Anil Kumar Mandhana Ceassation 09.09.2014
Mr. Manmohan Anand Appointed as Independent 09.09.2014
Director
Mr. Vijay Kumar Mishra Appointed as Independent 09.09.2014
Director
Ms. Shraddha Teli Appointed as Additional 07.11.2014
Independent Director
Mr. Kumar Nathani Appointed as Independent 09.09.2014
Director
11. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER
SECTION 149 (6) OF THE COMPANIES ACT, 2013:
As per the provisions of Section 149(4) of the Companies Act, 2013
every listed public company shall have at least one-third of the total
number of directors as independent directors.
In view of the above your Company has duly complied with the provision
by appointing following Independent Directors:
Name of the Independent Date of appointment/ Date of passing of
Director Reappointment special resolution
(if any)
Mr. Vijay Mishra 30/07/2014 09.09.2014
Mr. Kumar Nathani 16/08/1993 09.09.2014
Mr. Manmohan Anand 30/07/2014 09.09.2014
Ms. Shraddha Teli 07/11/2014 -
All the above Independent Directors meet the criteria of
'independence' prescribed under section 149(6) and have submitted
declaration to the effect that they meet with the criteria of
'independence' as required under section 149(7) of the Companies Act,
2013.
12. COMMITTEES OF THE BOARD:
I. Nomination and Remuneration Committee:
The 'Nomination and Remuneration Committee' consists of four
Directors with three independent non-executive directors and one
executive director with the Chairman being the Independent Director,
and the said constitution is in accordance with the provisions of
Section 178 of the Companies Act, 2013. The Committee acts in
accordance with the Terms of Reference as approved and adopted by the
Board.
The Composition of the Committee is as under:
Chairman : Mr. Kumar Nathani
Members : 1. Mr. Nand Khemani
2. Mr. Vijay Mishra
3. Mr. Manmohan Anand
Nomination and Remuneration Policy
The Company's Nomination and Remuneration Policy for Directors, Key
Managerial Personnel and other employees is annexed as ANNEXURE 2 to
the Directors' Report. Further, the Company has devised a Policy for
performance evaluation of Independent Directors, Board, Committees and
other individual Directors. The Company's Nomination and Remuneration
Policy is directed towards rewarding performance based on review of
achievements periodically. The Nomination and Remuneration Policy is in
consonance with the existing industry practice.
II. Audit Committee:
In accordance with the provisions of Section 177 of the Companies Act,
2013 your Company has constituted an "Audit Committee" comprising
of minimum three directors consisting of two non- executive Independent
directors and one executive director with the Chairman being
Independent director. The Audit Committee acts in accordance with the
Terms of Reference specified by the Board in writing.
The Composition of the Committee is as under:
Chairman : Mr. Kumar Nathani
Members : 1. Mr. Ashok Khemani
2. Mr. Vijay Mishra
The Terms of reference of the Audit Committee are broadly stated as
under:
1. Recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
2. Review and monitor the auditor's independence and performance, and
effectiveness of audit process;
3. Examination of the financial statement and the auditors' report
thereon;
4. Approval or any subsequent modification of transactions of the
company with related parties;
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the company, wherever it is
necessary;
7. Evaluation of internal financial controls and risk management
systems;
8. Monitoring the end use of funds raised through public offers and
related matters.
13. THE VIGIL MECHANISM:
Your Company believes in promoting a fair, transparent, ethical and
professional work environment.
The Board of Directors of the Company has established a Whistle Blower
Policy & Vigil Mechanism in accordance with the provisions of the
Companies Act, 2013 and the Listing Agreement for reporting the genuine
concerns or grievances or concerns of actual or suspected, fraud or
violation of the Company's code of conduct. The said Mechanism is
established for directors and employees to report their concerns. The
policy provides the procedure and other details required to be known
for the purpose of reporting such grievances or concerns. The same is
uploaded on the website of the Company.
14. (a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:
There are no qualifications, reservation or adverse remarks or
disclaimers made by the Statutory Auditors of the Company in their
report.
(b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:
The Secretarial Auditor is appended as ANNEXURE 3 in their report has
made the following Qualification:
The Company was required to appoint an Internal Auditor within six
months of the commencement of Companies Act, 2013 i.e. within six
months from 1st April, 2014. However, the Company has appointed an
Internal Auditor in the Board Meeting held on 05.02.2015 and hence, has
now complied with the provisions of the Act in this regard.
15. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
The Company has entered into transactions with related parties in
accordance with the provisions of the Companies Act, 2013 and the
particulars of contracts or arrangements with related parties referred
to in Section 188(1), as prescribed in Form AOC - 2 is appended as
ANNEXURE 4 of the rules prescribed under Chapter IX relating to
Accounts of Companies under the Companies Act, 2013, is duly entered in
the register.
16. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF
ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the year, the Board adopted a 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
Chairman who were evaluated on parameters such as attendance,
contribution at the meetings and otherwise, independent judgment,
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
were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
Having regard to the industry, size and nature of business your company
is engaged in, the evaluation methodology adopted is, in the opinion of
the Board, sufficient, appropriate and is found to be serving the
purpose.
17. AUDITORS:
M/s Rajendra & Co., Statutory Auditors of your Company, bearing
registration number 108355W retires at the ensuing Annual General
Meeting and are eligible for re-appointment. The Auditors have given
their consent in writing and have furnished a certificate to the effect
that their re-appointment, if made, would be in accordance with the
provisions of Section 139(1) and that they meet with the criteria
prescribed under section 141 of the Companies Act, 2013. Directors
recommend their re-appointment in the ensuing Annual General Meeting.
18. SECRETARIAL AUDITOR
The Board has appointed M/s. Pramod S. Shah and Associates, Practising
Company Secretaries, to conduct Secretarial Audit for the financial
year 2014-15. The Secretarial Audit Report for the financial year ended
March 31,2015 is annexed as ANNEXURE 3
19. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with provisions of section 134(3)(c) and 134(5) of the
Companies Act, 2013, your Directors state the following:-
(a) In the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
(b) 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 as at March 31,2015 and of the profit of the Company for
the year ended on that date;
(c) 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;
(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 and;
(f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors express their sincere appreciation to the valued
Stakeholders, bankers and clients for their support.
For and on behalf of the Board
Sd/- Sd/-
Nand Khemani Ashok K. Khemani
(Managing Director) (Director)
DIN: 00053671 DIN: 00053623
Place : Mumbai
Date : 15th May, 2015
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