To,
The Members of,
Bang Overseas Limited
The Board of Directors of your Company, with extensive gratification presenting the
30th Annual Report of your Company along with the Audited Balance Sheet, Statement of
Profit and Loss, Statement of changes in equity and Cash Flow Statement (Standalone and
Consolidated), Schedules and Notes to Accounts and the Auditors Report thereon for the
year ended March 31, 2022.
PERFORMANCE REVIEW
Standalone
During the year under review, the Company has achieved revenue of Rs. 8038.03 Lacs as
against Rs. 5659.33 Lacs in previous year. The Company has earned a Net Profit after tax
(including Comprehensive income and exceptional item) of Rs. 460.10 Lacs as against Net
Profit after tax of Rs. 124.51 Lacs for the previous financial year.
Consolidated
During the year under review, the Company has achieved consolidated revenue of Rs.
8350.35 Lacs as against Rs. 5711.66 Lacs in previous year. The Company has earned a
consolidated Net profit after tax (including Comprehensive income and exceptional item) of
Rs. 493.27 Lacs as against Net profit after tax of Rs.139.78 Lacs for the previous
financial year.
DIVIDEND AND TRANSFER TO RESERVES
In order to conserve the resources for increasing business operations, Your Director do
not recommend any dividend for the year under review.
During the year under review, the Company has proposed to carry an amount of Rs. 460.10
Lakhs under the head reserves and surplus in the financial statements. [Previous year Rs.
124.51 Lakhs]
FINANCIAL HIGHLIGHTS
The financial performance on the basis of Standalone & Consolidated Financial
Statements for the year ended March 31, 2022 is summarized as below:
|
|
|
(Rs. In Lacs) |
| Description |
Standalone |
Consolidated |
|
Year ended on |
Year ended on |
|
31.03.2022 |
31.03.2021 |
31.03.2022 |
31.03.2021 |
| Revenue |
8038.03 |
5659.33 |
8350.35 |
5711.66 |
| Other Income |
194.46 |
514.75 |
192.67 |
530.87 |
| Expenditure before Interest, Depreciation and Tax |
7555.54 |
5831.40 |
7827.18 |
5876.89 |
| Earnings before Interest, Depreciation and Tax (EBIDT) |
676.96 |
342.69 |
715.84 |
365.64 |
| Less: Interest |
49.13 |
76.76 |
49.53 |
79.66 |
| Earnings Before Depreciation and Tax (EBDT) |
627.82 |
265.93 |
666.30 |
285.98 |
| Less: Depreciation |
163.29 |
189.40 |
163.85 |
192.40 |
| Profit before Tax (PBT) |
464.53 |
76.53 |
502.46 |
93.58 |
| Add: Adjustment of Exceptional Item |
- |
- |
- |
- |
| Profit/ (Loss) before Tax after Exceptional items |
464.53 |
76.53 |
502.46 |
93.58 |
| Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment) |
4.44 |
(47.98) |
9.19 |
(46.20) |
| Profit/(Loss) after Tax (PAT) |
460.10 |
124.51 |
493.27 |
139.78 |
| Total Net Comprehensive Income |
(14.01) |
2.81 |
(12.84) |
2.81 |
| Total Profit after Tax (including Comprehensive Income) |
446.09 |
127.32 |
480.42 |
142.59 |
CAPITAL STRUCTURE
Authorized Share Capital
The authorized share capital of the Company is Rs. 16,00,00,000 (Rupees Sixteen Crores)
divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/- each.
Paid Up Share Capital
The Paid-up equity share capital is Rs. 13,56,00,000 (Rupees Thirteen Crores Fifty Six
Lakhs) divided into 1,35,60,000 (One Crore Thirty-Five Lakhs Sixty Thousand) Equity shares
of 10/- each.
During the year under review, the Company has not issued shares with differential
voting right neither granted stock option nor sweat equity. Further the Company not issued
any debenture bonds and any non-convertible securities.
The Company has not made any purchase or provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2021-2022.
The Company's equity shares are listed with the BSE Ltd. and National Stock Exchange of
India Ltd. and available for trading at the both the platforms.
LOAN FROM DIRECTORS
During the year under review, the Company has not received any unsecured loans from
director of the Company.
REVISION IN FINANCIAL STATEMENTS OR BOARDS' REPORT
In terms of Section 131 of the Act, the Financial Statements and Board's Report are in
compliance with the provisions of Section 129 or Section 134 of the Act and that no
revision has been made during any of the three preceding financial years.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments occurred which affecting the financial
position of the Company between the end of the financial year 2021-22 and as on the date
of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there are no significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
SUBSIDIARY COMPANIES
As on 31st March, 2022, your Company has 2 (two) wholly owned subsidiaries:
1. Vedanta Creations Limited
2. Bang HK Limited
M/s. Vedanta Creations Limited which is a wholly-owned subsidiary is a material
subsidiary of your Company.
In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies
(Accounts) Rules, 2014, the consolidated financial statements of the Company and all its
subsidiaries have been prepared by the Company and a separate statement containing the
salient features of the financial statement of its subsidiaries company in form AOC-1 is
attached as 'Annexure-1' to this Annual Report.
In terms of provisions of Section 136 of the Act, the separate audited financial
statements in respect of each of the subsidiary companies for the year ended March 31,
2022 is placed on the Company's website www.banggroup.com and shall also be kept open for
inspection at the Registered Office of the Company. The Company will also make available
these documents upon request by any Member of the Company interested in obtaining the
same.
The policy for determining material subsidiaries framed by the Board of Directors is
available on website of the Company at the link https:// www.banggroup.com /images
/BOL_Policy_for_Determining_Material_Subsidi ary_-_Final.pdf
DEPOSITS
During the year under review, your Company did not accept any deposits as provided
under Chapter V of the Companies Act, 2013 ("Act") read with the rules made
thereunder as such and no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has always been committed to the welfare of the society and being a
responsible citizen, it has always given all damndest in reducing the carbon footprints.
In accordance with section 135 of the Companies Act, 2013 and rules made thereunder, the
Board of the Company has formulated a Corporate Social Responsibility Committee to
oversee, monitor and implement the Corporate Social Responsibility Policy ("CSR
Policy"). The Company's CSR Policy may be accessed through the link:
https://www.banggroup.com/images/BOL_CSR_Policy.pdf
As per the provisions of section 135 read with the Section 198 of the Companies Act,
2013, the Company did have CSR Obligation for the year 2021-2022. Accordingly, meetings of
CSR Committee were held during the year. The Annual report on the CSR activities
undertaken by the Company is annexed to this report as Annexure -2.
PROHIBITION OF INSIDER TRADING
The Company had in place a mechanism to avoid Insider Trading and abusive self-dealing
in the securities of the Company by the Directors of the Company and other designated
persons.
For the above mentioned purpose, the Company has established systems and procedures to
prohibit insider trading activity and has framed a Code of Conduct to Regulate, Monitor
and Report trading by insiders and Code of Fair Practices and Procedures for disclosure of
Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI
(Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits the
Directors of the Company and other designated persons to deal in the securities of the
Company on the basis of any UPSI, available to them by virtue of their position in the
Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and
prohibit any insider trading activity, in order to protect the interest of the
shareholders at large.
A report on compliance of Minimum Standards for Code of Conduct and details of
violation are placed before the Board on annual basis. The Code of conduct is available on
the website of the Company at https://www.banggroup.com/images/BOL_-
_Code_of_Practice Procedure.pdf and
https://www.banggroup.com/images/Code_pdf/Code_of_Conduct_for_Prevention_of
_Insider_Trading_BOL.pdf.
BOARD OF DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
As at 31st March, 2022, the composition of the Board of Directors was in accordance
with the provisions of Section 149 of the Act and Regulation 17 of the Listing
Regulations, with an optimum combination of Executive, Non-Executive and Independent
Directors.
As on March 31, 2022, the Board of Directors of the Company consists of 6 members. The
Board consists of Managing Director, Whole time Director, Non-Executive Director, 3
Independent Directors and Key Managerial personnel as under;
| S. No. |
Name |
Date of Appointment |
Designation |
| 1. |
Mr. Brijgopal Balaram Bang |
01/12/2006 |
Managing Director |
| 2. |
Mrs. Vandana Brijgopal Bang |
31/07/2020 |
Whole Time Director |
| 3. |
Mrs. Anuradha Shirish Paraskar |
15/02/2018 |
Independent Director |
| 4. |
Mr. Subrata Kumar Dey |
14/02/2013 |
Independent Director |
| 5. |
Ms. Swati Sahukara |
02/02/2015 |
Independent Director |
| 6. |
Mr. Raghvendra Venugopal Bang |
14/02/2013 |
Non-Executive Director |
| 7. |
Mr. Jaydas Dighe |
07/06/1997 |
Chief Financial Officer |
| 8. |
Ms. Labdhi Shah* |
16/03/2021 |
Company Secretary |
CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
During the year under review, there is no change in the composition of the board of
directors.
*However, Ms. Labdhi Shah, Company Secretary has resigned from the post of Company
Secretary w.e.f. from 09th April, 2022 and Ms. Guru Simran Kaur Nopal has been appointed
as the Company Secretary & Compliance officer w.e.f. 16th August, 2022.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, all the Independent Directors
have submitted declarations that each of them meets the criteria of independence as
provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations.
In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Also pursuant to Rule 6(3) of
Companies (Appointment and Qualification of Directors) Rules, 2014. They declared that the
provisions of Sub-Rule (1) and Sub-Rule (2) of Rule 6 of the said rules has been complied
with.
The Board of Directors, after considering due assessment of the veracity of the
declaration submitted by the Independent Directors under sub section (6) of Section 149 of
the Act read with sub-regulation (9) of Regulation 25 of the listing regulations, was of
the opinion that all the Independent Directors meet the criteria of independence and both
the independent directors, appointed during the year, have adequate expertise, integrity,
proficiency and experience for discharging their duties.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
We believe that a Board which is well familiarized with the Company and its affairs,
can contribute significantly to effectively discharge its role of trusteeship in a manner
that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the
Directors of the Company are updated on changes/developments in the domestic/global
corporate and industry scenario including those pertaining to statutes/legislations &
economic environment and on matters significantly affecting the Company, to understand
their roles and responsibilities, nature of the industry in which the Company operates,
business model of the Company which enable them to take well informed and timely
decisions.
All new Independent Directors are taken through a detailed induction and
familiarization Programme when they join the Board of your Company and are provided with
induction kits which, inter alia, include the Company's Memorandum and Articles of
Association, Code of Conduct of Board of Directors, Code of Conduct for Prevention of
Insider Trading and other relevant documents. Quarterly updates on relevant statutory
changes and landmark judicial pronouncements encompassing important laws are regularly
circulated to the Directors.
Apart from the above, the Directors are also given an update on the environmental and
social impact of the business, corporate governance, regulatory developments and investor
relations matters.
Further, during the year, presentations were also made from time to time at the Board
and its committee meetings, on regular intervals, covering the business and financial
performance of the Company, business outlook and budget, expansion plans, succession plans
etc. The details of familiarization Programme attended by Independent Directors is
available on the website at
http://www.banggroup.com/images/Details_of_Familiarization_Programme_imparte
d_to_Independent_Directors.pdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS AND PERFORMANCE EVALUATION
During the year under review, a separate meeting of Independent Directors was held on
14th February, 2022 without the presence of non-independent directors and members of the
management pursuant to Schedule V of the Act and Regulation 25(3) and (4) of the Listing
Regulations, details of which is present in the Corporate Governance Report forming part
of this Annual Report.
RETIREMENT BY ROTATION
Mrs. Vandana Bang will retire by rotation at the ensuing Annual General Meeting ('AGM')
of your Company and being eligible, offers herself for re-appointment in accordance with
the provisions of Section 152 (6) of the Act read with Articles of Association of the
Company. The Board of Directors of your company has recommended name of Mrs. Vandana Bang
for the same.
The disclosure pertaining to the director being re-appointed as required pursuant to
the Listing Regulations and secretarial standards - 2 is given in the explanatory
statement to the Notice convening the AGM, forming part of this Annual Report.
MEETINGS OF THE BOARD AND ITS EFFECTIVENESS:
During the financial year under review, your Board has met Five (5) times and details
of the composition of the Board and its Committees and of the meetings held and attendance
of the Directors at such meetings are provided in the Corporate Governance Report forming
part of this Annual Report. The Company has convened Board Meetings within the period
prescribed under the Companies Act, 2013 and MCA Circular.
Further, the Company for effectiveness of Board process has adopted the Governance
Guidelines which inter alia, cover aspects related to composition and role of the Board,
Chairman and Directors, Board diversity, definition of independence, Director' s term,
retirement age and Committees of the Board. It also covers aspects relating to nomination,
appointment, induction and development of Directors, Director's remuneration, Code of
Conduct, Board Effectiveness Review and mandates of Board Committees.
COMMITEES OF THE BOARD OF DIRECTORS
During the year under review, the Company has 5 (five) Committees as mentioned below
and details with respect to the composition, charters and meeting held are given in detail
in the Corporate Governance Report forming part of this Annual Report:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
• Management & Finance Committee
The details of Composition of the above-mentioned Committees are also available on the
Company's website at https:// www.banggroup.com/images/BOL_Composition_of_Committees1.pdf
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In accordance with Section 178 of the Act with Rule 6 of Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 19 of Listing Regulations, the Company has
constituted a Nomination and Remuneration Committee ("NRC"), details of which
has been disclosed in the Corporate Governance Report forming part of this Annual Report
and your Company has also formulated a Nomination and Remuneration Policy ("NRC
Policy") in accordance with Section 178(3) of the Companies Act, 2013 for appointment
and remuneration of Directors, Key Managerial Personnel (KMP) and senior management
personnel, salient features of which are hereunder:
• NRC Policy contains provisions regarding retirement and the Board shall have the
discretion in retain the Director, KMP, Senior Management Personnel in the same
position/remuneration or otherwise even after attaining the retirement age, upon the
recommendation of the NRC for the benefit of the Company.
• NRC policy ensures that the level and composition of remuneration is reasonable
and sufficient to attract, retain, motivate and promote talent to run the Company
successfully and ensures long term sustainability of talented managerial persons and
create competitive advantage.
• NRC shall carry out an annual evaluation process of the Board performance and
its Committees;
• NRC shall identify potential candidates who are qualified to become Directors
and who may be appointed in senior management in accordance with the criteria laid down in
the NRC Policy and to recommend the Board for their appointment and removal. •
• NRC shall formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a NRC Policy,
relating to the remuneration for the directors, key managerial personnel and other senior
management person.
• NRC policy ensures relationship of remuneration to performance is clear and
shall directly linked to their effort, performance, dedication and achievement relating to
the Company's operations.
• NRC shall recommend remuneration for KMP (except WTD/MD) and Senior Management
Personnel on the basis of the role and position of the individual employee, including
professional experience, responsibility, job complexity and market conditions
As per Section 134(3) and 178(4) of the Act, the web link of Nomination and
Remuneration Policy of the Company is https://
www.banggroup.com/images/BOL_Nomination_and_Remuneration_Policy_- _Final.pdf
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code
of Conduct for its employees including the Managing Director and Executive Directors and
senior management. In addition, the Company has also adopted a Code of Conduct for its
Non-Executive Directors and Independent Directors. These Codes are available on the
Company's website at https://www.banggroup.com/investor-relations.
All Directors and members of Senior Management have, as on 31st March 2022, affirmed
their compliance with:
• Code of Conduct for Board of Directors and Senior Management
• Code for Independent Directors, as applicable.
• Code of Practices and Procedures for Fair Disclosure of UPSI
The Company has obtained a Certificate from the Managing Director regarding compliances
of the codes as stipulated above. The Certificate is appended as "Annexure - 3"
to this Annual Report.
ANNUAL EVALUATION OF THE BOARD
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board
of Directors of your Company has carried out a formal annual evaluation of the performance
of the Board as a whole, its Committees and of individual directors through a structured
questionnaire, prepared after taking into consideration the guidance note issued by SEBI
and ICSI, on Board evaluation, covering various aspects of the Board's functioning,
Committee effectiveness, director's efficiency on individual basis etc.
The feedback and suggestions received from the directors and the Board as a whole has
been discussed at the immediate next meeting of Board held on 14th February, 2022 in which
directors expressed their satisfaction towards the process and criteria for the annual
evaluation.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:
The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. However, the Company has made investment in the
subsidiary Companies and the Company has disclosed the full particulars of the details
required under section 186 of the Act and Regulation 34(3) and Schedule V of the Listing
Regulations in Notes to the financial statements attached with this Annual Report.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, all the contracts, arrangements or transactions entered
into/by the Company with related parties were in ordinary course of business and on an
arm's length basis. Prior omnibus approval is obtained for related party transactions
(RPT's) which are of a repetitive nature and entered in the Ordinary Course of Business
and are at Arm's Length. A statement on RPTs specifying the details of the transactions,
pursuant to each omnibus approval granted, has been placed on quarterly basis for review
by the Audit Committee.
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has framed a Policy on dealing with Related Party Transactions which can be
accessed on Company's website at the link
http://www.banggroup.com/images/BOL_Policy_on_Related_Party_Transaction_- _Final.pdf
The policy intends to ensure that proper reporting; approval and disclosure processes
are in place for all transactions between the Company and its Related Parties.
Accordingly, particulars of contracts or arrangements with related parties referred to
in section 188(1) and (2) of the Companies Act, 2013, are provided in the prescribed Form
AOC-2 is appended as "Annexure - 4" to this Annual Report.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES:
Your Company firmly believes that a well-planned HRM program that is tailored to your
organization and staff can actually improve your business's bottom line. Our teams are
integral to our business. We have embraced a culture of excellence and meritocracy to
nurture our people. We believe in selecting the right talent, training them and instilling
in them the spirit of "Bangs". We focus on developing the most superior
workforce so that the organization and individual employees can accomplish their work
goals in service to customers. We aim also at achieving advance flexibility, innovation,
competitive advantage and improved business performance.
We follow a performance measuring tool like Balance Score Card (BSC) and Key
Performance Indicators (KPI), applicable depending on their position in the organization,
by which periodical evaluation of the employees' performance is done based on their area
of working. This also encourages them to work hard and efficiently at all levels of work.
The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is furnished in the "Annexure - 5" to this Annual
report.
Further, none of the employee in the Company falls under the provision of Section 197
(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism in
confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to
provide Directors and employees an avenue to lodge Complaints, in line with the commitment
of Company to the highest possible standards of ethical, moral and legal business conduct
and its commitment to open communication and to provide necessary safeguards for
protection of employees from reprisals or victimization, for whistleblowing in good faith.
The purpose of this policy is to provide a framework to protect employees wishing to
raise a concern about serious irregularities within the Company. It is affirmed that no
personnel of the Company have been denied to access to the Chairman of Audit Committee.
The details of the policy have been disclosed in the Corporate Governance Report, which
forms a part of the Annual Report and is also available on
https://www.banggroup.com/images/BOL_VIGIL_MECHANISM.pdf
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has
implemented several best corporate governance practices as prevalent globally.
In compliance with the provisions of Regulations 34(3) of the Listing Regulations, a
report on Corporate Governance is available as a separate section in this Annual Report.
A certificate pursuant to Para E Schedule V of Listing Regulations, from M/s. Kothari
H. & Associates, Practicing Company Secretary regarding compliance of conditions of
Corporate Governance as stipulated under the Listing Regulations is attached as 'Annexure
- 6' to this Annual Report
PAYMENT OF LISTING FEE AND CUSTODIAL FEE:
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the
Financial Year 2022-23 to the BSE Limited, National Stock Exchange of India Limited and to
the depository's i.e. National Securities and Depositories Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) respectively
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of
Listing Regulations, the Management's Discussion and Analysis Report on Company's
performance - industry trends and other material changes with respect to the Company and
its subsidiaries, wherever applicable, forms part of this Annual Report.
CEO & CFO CERTIFICATION:
In terms of Regulation 17(8) read with Part B of Schedule II of the Listing
Regulations, the Managing Director and Chief Financial Officer of the Company have issued
a certificate authenticating Financial Statements for the Financial Year 2021-22 which
provides a true and fair view of the affairs of the Company and the said certificate dated
May 30, 2022 was placed before the Board in its meeting held on May 30, 2022 and was
reviewed and taken on record by the Board. The said Certificate is attached as
"Annexure -7" to this Annual Report.
CONSOLIATED FINANCIAL STATEMENTS:
Section 129(3) of the Companies Act, 2013, requires preparation of consolidated
financial statement of the Company and of all the subsidiaries including associate company
and joint venture businesses in the same form and manner as that of its own. In conformity
with the above section and Indian Accounting Standards (''Ind AS'') notified under the
Companies (Indian Accounting Standards) Rules, 2015 the Company has prepared Consolidated
Financial Statements which are forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 the
Directors of your Company, to the best of their knowledge and ability and based upon
representations from the Management, hereby confirm that:
a. In preparation of the Annual Accounts for the year ended March 31, 2022, the
applicable accounting standards read with requirements set out under Schedule III to the
Act have been followed there are no material departures from the same;
b. They have selected such Accounting Policies in consultation with Statutory Auditors
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 and profit of the
company at the end of the financial year 2021-22
c. They have taken proper and sufficient care 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. They have prepared the Annual financial statements for year ended 31st March, 2022
on a going concern basis;
e. They have laid down internal financial controls for your company, which are adequate
and operating effectively.
f. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
A statement to the effect is annexed here to as "Annexure-8" forming part of
this Annual Report.
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment, along with the cost of rating risks and
incorporates risk treatment plans in strategy, business and operational plans.
The Company has an effective system in place for identification of elements of risk
which are associated with the accomplishment of objectives, operations, development,
revenue and regulations in relation to the Company and appropriate measures are taken,
wherever required, to mitigate such risks beforehand.
After Covid-19 pandemic, the Company has specifically identified following risks and
also preparing mitigation plans for each risk identified:
• Risk of business slowdown, inadequate growth and negative returns;
• Risk related to cyber security;
• Risk of deterioration of financial health and business interruption;
• Risk of inadequate compliance;
• Risk of impact on reputation and fraud.
Along with this Statutory as well as Internal Auditors report to the Audit Committee
during their audit and highlight risks, if any, associated with organization and also
suggest the appropriate measures, in consultation with the management and the Audit
Committee, which can be taken by the Company in this regard.
The Statutory Auditors also report to the Audit Committee of any instance of
nonadherence to the procedures and manual which may increase the risk of frauds in the
organization.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has a policy and framework for employees to report sexual harassment cases
at workplace and our process ensures complete anonymity and confidentiality of information
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and Redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. All employees (permanent,
contractual, temporary, trainees) are covered under the said policy. Internal Complaints
Committees has also been set up to redress complaints received on sexual harassment.
During the year under review, the Company has not received any complaint of sexual
harassment from the women employees of the Company and no complaint was pending at the end
of the year.
AUDITORS AND THEIR REPORTS:
The matters related to Auditors and their Reports are as under:
Statutory Auditors:
M/s. Bhatter & Co. Chartered Accountants, Mumbai (Registration No:131092W) who has
been appointed as Statutory Auditor of the company for a period of five years at the 25th
Annual General Meeting and their term of office will come to an end in the ensuing Annual
General Meeting.
Accordingly the Board of the Company in its meeting held on August 13, 2022, with the
consent of the Audit Committee has recommended appointment of M/s. Bharat Gupta & Co.,
Chartered Accountants, (having ICAI Registration No: 131010W) to act as Statutory Auditor
of the company for a period of 5 years commencing from the conclusion of 30th Annual
General Meeting up to the conclusion of 35thAnnual General Meeting to be held in the
calendar year 2027, subject to approval of members of the company.
M/s. Bharat Gupta & Co., Chartered Accountants, stated that their appointment is
well within the prescribed limits under section 141 of the Companies Act 2013 and also
consented to act as Statutory Auditor of the Company, in accordance with section 139(1) of
the Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014 and hold
a valid Peer Review Certificate issued by the Peer Review Board of the ICAI.
M/s. Bhatter & Co., Statutory Auditor of the Company has audited books of account
of the Company for the financial years ended March 31, 2022 and haves issued the Auditor's
Report thereon. There are no qualifications or reservation on adverse remarks or
disclaimers in the said report. The Report given by the Auditors on the financial
statement of the Company is part of this Annual Report. During the year under review, the
Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.
Secretarial Auditor and Secretarial Audit Report:
The Board of Directors had appointed M/s. Kothari H. & Associates, Practicing
Company Secretary, in accordance with provisions of section 204 of the Companies Act, 2013
and Regulation 24A of the Listing Regulations, to conduct secretarial audit of the company
and its material subsidiary for the financial year 2021-2022.
Secretarial Audit Reports for the Company and its material subsidiary is annexed as
Annexure 9 to this Annual Report. The Secretarial Audit Report of the Company contains
following qualification, reservation or adverse remark which are herein below and the
comments of directors upon the same:
For Bang Overseas Limited:
| Sr. No. |
Adverse remarks |
Director's comment |
| 1 |
The Company has not complied with the Regulation 31 (2) & (3) of Listing
Regulations i.e. the listed entity shall ensure that hundred percent of shareholding of
promoter(s) and promoter group is in dematerialized form, as the 100% promoters
shareholding is not is in dematerialized form. |
Directors state that the management is continuously making necessary efforts to
maintain hundred percent of shareholding of promoter(s) and promoter group in
dematerialized form. |
For Vedanta Creations Limited:
There is no qualification, reservation or adverse remark in the Secretarial Audit
Report.
The Management hereby states that it will take all the due care in future to avoid any
kind of non-compliances and in progress to rectify all the above non-compliance as soon as
possible.
Further, Pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 the
Annual Secretarial Compliance Report dated May 27, 2022 given by M/s. Kothari H. &
Associates, Practicing Company Secretary has been filed with the Stock Exchange.
Cost Auditor:
The Company is not required to maintain cost records and conduct cost audit in
accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record
and Audit) Rules, 2014 as the business of the Company is not covered under the said rules
and limits.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company is continuously striving towards conservation of energy across all its
units and has also earned foreign currency in Financial Year 2021-22, complete details
with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 has been disclosed in
"Annexure - 10" to this Annual Report.
WEB ADDRESS OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134 (3) (a), web address of the Annual Return in
Form MGT-7 for the financial year ended, 31st March, 2022, is
https://www.banggroup.com/investor-relations.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS SYSTEMS:
The Company has established an adequate system of internal controls, with documented
procedures covering all corporate functions and warehousing units. Internal controls
provide:
• reasonable assurance regarding the effectiveness and efficiency of operations,
• the adequacy of safeguards for assets,
• assurance regarding reliability of financial statements,
• the reliability of financial controls and compliance with applicable laws and
regulations.
The internal audit process provides a positive assurance to the Company about the
internal financial control, it converges process framework, risk and control matrix and a
scoring matrix, covering all critical and important functions inter-alia revenue
management, warehouse operations, purchase, finance, human resources and safety. It
ensures that all the transactions are authorized, recorded and reported correctly and
assets are safeguarded and protected against loss from unauthorized use or disposition.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal, Statutory,
Secretarial Auditors and external consultants and the reviews performed by management and
the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Company's internal financial controls were adequate and effective during
Financial Year 2021-22.
POLICIES:
The Company has adopted various policies under the Companies Act, 2013, PIT
Regulations, Listing Regulations and other applicable laws, which are given here below:
• Corporate Social Responsibility Policy
• Whistle Blower & Vigil Mechanism Policy
• Nomination and Remuneration Policy
• Related Party Transaction Policy
• Material Subsidiary Policy
• Archival Policy
• Policy for determining material events
• Policy for Preservation of the Documents
• Policy on board diversity
• Policy for Procedure of Inquiry in Case of Leak of UPSI
• Policy for prevention of Sexual Harassment at Workplace
All the policies are amended as required from time to time and are available at the
Company's website under Investor's head which can be accessed through link: https://
www.banggroup.com/investor-relations
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with Secretarial Standards on
Board meeting and General Meetings, as applicable on the Company, issued by Institute of
Company Secretaries of India
DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Company's shares are compulsorily traded in dematerialized form on BSE and NSE. The
Company have connectivity with the depositories viz. National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited, as prescribed by the
Securities and Exchange Board of India. Equity shares of the Company representing 99.10%
of the Company's equity share capital are dematerialized as on March 31, 2022.
Under the Depository System, the International Securities Identification Number (ISIN)
allotted to the Company's shares is INE863I01016.
CERTIFICATE FROM PRACTISING COMPANY SECRETARY OF NONDISQUALIFICATION OF DIRECTORS:
The Company has obtained a certificate dated September 01, 2022 from M/s Kothari H.
& Associates, Practicing Company Secretaries, under Regulation 34(3) and Schedule V
Para C Clause (10) (i) of Listing Regulations confirming that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing
as Directors of Company by the Securities and Exchange Board of India (SEBI) and Ministry
of Corporate Affairs (MCA) or any such statutory authority and the same is annexed hereto
as 'Annexure - 11'.
ACKNOWLEDGEMENT:
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to remain a fighter during this unfavorable time.
The Board places on record its appreciation for the support and co-operation your
Company has been receiving from its suppliers, distributors, retailers, vendors and others
associates. Your Company looks upon them as partners in its progress, it will be your
Company's endeavor to build and nurture strong links with them based on mutuality of
benefits, respect for and co-operation with each other, consistent with consumer
interests.
Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued
support.
|
For and on behalf of the board of directors |
|
Sd/- |
|
Brijgopal Bang |
| Date: 01.09.2022 |
Chairman & Managing Director |
| Place: Mumbai |
DIN: 00112203 |
