Bharat Line Ltd. के निदेशक की रिपोर्ट

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 69th Annual Report along with Audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. in Lakhs)

2014-15 2013-14

Revenue from Operations 260.86 245.47

Other Income 42.00 79.57

Operating Profit before interest and 302.86 325.04 Depreciation (PBIDTA)

Finance costs 00.69 00.23

Depreciation 6.35 6.51

Profit before tax and after Exceptional Item 162.56 182.85

Provision for taxation 60.00 68.00

Net Profit after tax 102.56 114.85

Surplus Brought Forward From Previous Year 34.92 33.12

Balance Available for Appropriation 137.48 147.97

Less Transfer to General Reserve 12.00 37.00

Less Proposed Dividend 65.00 65.00

Less Tax on Dividend 13.00 11.05

Balance carried to Balance Sheet 47.48 34.92

2. OPERATIONS:

The total revenue of the Company for the financial year ended on 31st 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 tire 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 review

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.

---

Mar 31, 2014

Dear Members,

The Directors have the honour to present their Report and Audited Balance Sheet and the Profit & Loss Account of the Company for the Accounting Year ended 31st March 2014.

FINANCIAL RESULTS Current year Current year 31.03.2014 31.03.2013 Rs. Rs.

Income 3,25,04,733 2,62,23,021

Less: Expenditure (including 1,42,20,015 95,39,158

Depreciation

1,82,84,718 1,66,83,863

Less: Provision for taxation 68,00,000 60,00,000

Less: Provision for Deferred Tax 00 00

Profit for the period 1,14,84,718 1,06,83,863

Less: Transfer to General Reserve 37,00,000 45,00,000

Less: Income tax arrears of earlier 00 00 year

77,84,718 61,83,863

Less: Proposed Dividend 65,00,000 60,00,000

Less: Dividend Corporate Tax 11,04,675 9,73,350

Add: Balance B/F previous year 33,11,544 41,01,030

Balance Carried Forwarded to Next 34,91,587 33,11,544 Accounting year

DIVIDEND

Your directors have decided to recommend to you the declaration of a Dividend of 6.50/-paise per share (650%)

PERFORMANCE APPRAISAL

Consequent upon the amendment in Rent control Act, & after filing the cases in Small Causes Court the Company has given the office, premises on lease basis to certain parties on stipulated terms and conditions.

Accordingly, the Company has received the compensation and service charges being Income from premises given on lease.

The Company had to incur property expenses, for repairing, renovating 8s reconditioning & legal & professional charges for the office premises with an intent to give the same on lease basis

GENERAL RESERVE:

The General Reserve at 31st March 2014 stood at Rs.2,18,27,842/- which is augmented by the sum of Rs.3700000/- as proposed under allocations and the General Reserve as at 31st March, 2014 aggregate''s to Rs.2,55,27,842/-.

FIRST REFUND ON CAPITAL:

During the year under Report, claim was lodged with the Company for Rs. 200/- and the Balance outstanding at the end of the year is Rs.324519/-

SECOND REFUND ON CAPITAL:

During the year under Report, claim was lodged with the Company for Rs.160/- and the Balance Outstanding at the end of the year is Rs.349134/-.

DIRECTORS:

As per the new Companies Act, 2013 implemented with effect from 1st April 2014, Independent Directors can be appointed for two terms of five years each, and in view of the explanation given to section 149 (10) and (11), any tenure of the independent director on the date of commencement of the Act shall not be counted, therefore the Management is of the opinion to appoint the following directors viz Shri Atul M Naik and Shri Abhijit B Shah as Independent Directors for a term of 5 years with effect from the date of Annual General Meeting, on the Board of the Company.

REMUNERATION OF EMPLOYEES:

During the period under report none of the employees of the Company was in receipt of remuneration which is aggregate amounted to Rs.5,00,000/- per month or more or to Rs.60,00,000/- per year or more.

DIRECTORS'' RESPONSIBILITY STATEMENT.

The Directors confirm

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed except the observations of the Auditors in their report para II. 1.

(b) that the Directors had 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 affairs of the Company at the end of the financial year on 31st March 2014 and of the Profit of the Company for that period;

(c) that 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 preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

(i) Since the Company does not have any manufacturing activity the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(ii) There is no foreign exchange earnings and outgo.

APPOINTMENT OF AUDITORS

The term of office of your Auditors, Messers, Vatsaraj 85 Company Bombay expires with the conclusion of this Sixty Second Annual General Meeting of the Share Holders. Your Directors have obtained a Certificate from the Auditors as required under Section 224 of the Companies Act, 1956 to the effect that the appointment if made, will be in accordance with the limits specified in Sub Section (IB) of Section 224 of the Companies Act, 1956. You are requested to appoint Auditors for the ensuing year and to fix their remuneration.

AUDITORS OBSERVATIONS:

As regards the observations made by the Auditors in their Report to you, the same have been dealt with in the notes forming of Account and need no further explanation.

COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2002, the Company has obtained a Certificate from a Secretary in the whole time practice and a copy of such Certificate is attached to this Report.

For and on behalf of the Board Directors of THE BHARAT LINE LIMITED I remain, Gentlemen Yours faithfully, Arvind G. Kamdar Place : Mumbai Chairman Date : 14.08.2014

---

Mar 31, 2013

To, The Shareholders

Gentlemen,

The Directors have the honour to present their Report and Audited Balance Sheet and the Profit & Loss Account of the Company for the Accounting Year ended 31st March 2013.

FINANCIAL RESULTS

Current year Previous year 31.03.2013 31.03.2012 Rs. Rs.

Income 2,62,23,021 2,61,20,590

Less: Expenditure 89,22,884 86,02,293

1,73,00,137 1,75,18,297

Add: Opening Balance 41,01,030 35,33,796

2,14,01,167 2,10,52,093

Less: Provision for Depreciation 6,16,274 6,58,825

2,07,84,893 2,03,93,268

Less: Provision for taxation * 60,00,000 59,00,000

Less: F.B.T. 0 0

Less: Provision for Deferred Tax 0 0

1,47,84,893 1,44,93,268

Less: Transfer to General Reserve 45,00,000 40,00,000

Less: Income tax arrears of earlier year 0 0

1,02,84,893 1,04,93,268

Less: Proposed Dividend 60,00,000 55,00,000 42,84,893 49,93,268

Less: Dividend Corporate Tax 9,73,350 8,92,238

Balance Carried Forwarded to Next 33,11,543 41,01,030

Accounting year

DIVIDEND

Your directors have decided to recommend to you the declaration of a Dividend of 6/- per share (600%)

PERFORMANCE APPRAISAL

Consequent upon the amendment in Rent control Act, & after filing the cases in Small Causes Court the Company has given the office, premises on lease basis to certain parties on stipulated terms and conditions.

Accordingly, the Company has received the compensation and service charges |

being Income from premises given on lease.

The Company had to incur property expenses, for repairing, renovating & reconditioning & legal & professional charges for the office premises with an intent to give the same on lease basis

GENERAL RESERVE:

The General Reserve at 31* March 2013 stood at Rs. 1,73,27,842/- which is augmented by the sum of Rs.4500000/- as proposed under allocations and the General Reserve as at 31st March, 2013 aggregates to Rs.2,18,27,842/-.

FIRST REFUND ON CAPITAL:

During the year under Report, no claim was lodged with the Company and the Balance outstanding at the end of the year is Rs.324719/-

SECOND REFUND ON CAPITAL:

During the year under Report, claim was lodged with the Company for Rs.1600/- and the Balance Outstanding at the end of the year is Rs. 3492 94/-

DIRECTORS:

Your Director Shri. Dayalal G. Kamdar retires by rotation under Articles 145 of the Articles of Association of the Company and being eligible, offers himself for the re- election under Articles 146.

Your Director Shri. Atul M Naik retires by rotation under Articles 145 of the Articles of Association of the Company and being eligible, offers himself for the re- election under Articles 146.

REMUNERATION OF EMPLOYEES:

During the period under report none of the employees of the Company was in receipt of remuneration which is aggregate amounted to Rs.2,00,000/- per month or more or to Rs.24,00,000/- per year or more.

DIRECTORS'' RESPONSIBILITY STATEMENT.

The Directors confirm

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed except the observations of the Auditors in their report para II. 1.

(b) that the Directors had 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 affairs of the Company at the end of the financial year on 31st March 2013 and of the Profit of the Company for that period;

(c) that 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 preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

(i) Since the Company does not have any manufacturing activity the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

(ii) There is no foreign exchange earnings and outgo.

APPOINTMENT OF AUDITORS

The term of office of your Auditors, Messers, Vatsaraj & Company Bombay expires with the conclusion of this Sixty Seventh Annual General Meeting of the Share Holders. Your Directors have obtained a Certificate from the Auditors as required under Section 224 of the Companies Act, 1956 to the effect that the appointment if made, will be in accordance with the limits specified in Sub Section (IB) of Section 224 of the Companies Act, 1956. You are requested to appoint Auditors for the ensuing year and to fix their remuneration.

AUDITORS OBSERVATIONS:

As regards the observations made by the Auditors in their Report to you, the same have been dealt with in the notes forming Part of Account and need no further explanation.

COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rules, 2002, the Company has obtained a Certificate from a Secretary in the whole time practice and a copy of such Certificate is attached to this Report.

By order of the Board

For The BHARAT LINE LIMITED

Place: Mumbai ARVIND G. KAMDAR

Date : 27.08.2013 DIRECTOR

---

Mar 31, 2012

To' The Shareholders Gentlemen'

The Directors have the honour to present their Report and Audited Balance Sheet and the Profit 8b Loss Account of the Company for the Accounting Year ended 31" March 2012.

FINANCIAL RESULTS Current year Previous year 31.03.2012 31.03.2011 Rs. Rs.

Income 2'61'20'590 2'39'92'072

Less: Expenditure 86'02'293 80'44'848

1'75'18'297 1'59'47'224

Add: Opening Balance 35'33'796 36'57'307

2'10'52'093 1'96'04'531

Less: Provision for Depreciation 6'58'825 7'40'297

2'03'93'268 1'88'64'234

Less: Provision for taxation 59'00'000 55'00'000

Less: F.B.T. 0 0

Less: Provision for Deferred Tax 0 0

1'44'93'268 1'33'64'234

Less: Transfer to General Reserve 40'00'000 40'00'000

Less: Income tax arrears of earlier year 0 0

1'04'93'268 93'64'234

Less: Proposed Dividend 55'00'000 50'00'000

49'93'268 43'64'234

Less: Dividend Corporate Tax 8'92'238 8'30'438

Balance Carried Forwarded to Next 41'01'030 35'33'796

Accounting year

DIVIDEND

Your directors have decided to recommend to you the declaration of a Dividend of 5.50/- per share (550%)

PERFORMANCE APPRAISAL

Consequent upon the amendment in Rent control Act' 8b after filing the cases in Small Causes Court the Company has given the office' premises on lease basis to certain parties on stipulated terms and conditions.

Accordingly' the Company has received the compensation and service charges being Income from premises given on lease.

The Company had to incur property expenses' for repairing' renovating & reconditioning & legal 85 professional charges for the office premises with an intent to give the same on lease basis

GENERAL RESERVE:

The General Reserve at 31* March 2012 stood at Rs. 1'33'27'842/- which is augmented by the sum of Rs.4000000/- as proposed under allocations and the General Reserve as at 31st March' 2012 aggregates to Rs. 1'73'27'842/-.

FIRST REFUND ON CAPITAL:

During the year under Report' claim was lodged with the Company for Rs.250/- and the Balance outstanding at the end of the year is Rs.324719/-

SECOND REFUND ON CAPITAL:

During the year under Report' claim was lodged with the Company for Rs.600/- and the Balance Outstanding at the end of the year is Rs.350894/-

DIRECTORS:

Your Director Shri. Santosh G. Kamdar retires by rotation under Articles 145 of the Articles of Association of the Company and being eligible' offers himself for the re- election under Articles 146.

Your Director Shri. A.B.Shah retires by rotation under Articles 145 of the Articles of Association of the Company and being eligible' offers himself for the re-election under Articles 146.

REMUNERATION OF EMPLOYEES:

During the period under report none of the employees of the Company was in receipt of remuneration which is aggregate amounted to Rs.2'00'000/- per month or more or to Rs.24'00'000/- per year or more.

DIRECTORS' RESPONSIBILITY STATEMENT.

The Directors confirm

(a) that in the preparation of the annual accounts' the applicable accounting standards had been followed except the observations of the Auditors in their report para II. 1.

(b) that the Directors had 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 affairs of the Company at the end of the financial year on 31st March 2012 and of the Profit of the Company for that period;

(c) that 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 preventing and detecting fraud and other irregularities;

(d) that the Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

(i) Since the Company does not have any manufacturing activity the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules' 1988 are not applicable.

(ii) There is no foreign exchange earnings and outgo.

APPOINTMENT OF AUDITORS

The term of office of your Auditors' Messers' Vatsaraj & Company Bombay expires with the conclusion of this Sixty Sixth Annual General Meeting of the Share Holders. Your Directors have obtained a Certificate from the Auditors as required under Section 224 of the Companies Act' 1956 to the effect that the appointment if made' will be in accordance with the limits specified in Sub Section (IB) of Section 224 of the Companies Act' 1956. You are requested to appoint Auditors for the ensuing year and to fix their remuneration.

AUDITORS OBSERVATIONS:

As regards the observations made by the Auditors in their Report to you' the same have been dealt with in the notes forming Part of Account and need no further explanation.

COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act' 1956' and Companies (Compliance Certificate) Rules' 2002' the Company has obtained a Certificate from a Secretary in the whole time practice and a copy of such Certificate is attached to this Report.

For and on behalf of the Board Directors of

THE BHARAT LINE LIMITED

remain' Gentlemen

Yours faithfully'

Place : Mumbai Arvind G. Kamdar

Date : 23.08.2012 Chairman