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Bansal Multiflex Ltd.

BSE: 538439 Sector: Others
NSE: BANSAL ISIN Code: INE668X01018
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Bansal Multiflex Ltd. (BANSAL) - Director Report

Company director report

To

THE MEMBERS

BANSAL MULTIFLEX LIMITED

Your Directors have pleasure in submitting their 4th Annual Report of theCompany together with the Audited Statements of Accounts of the Company for the year endedon 31st March 2017.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

During the year under review the Company has incurred profit of Rs 3822096. Howeveryour Directors look forward to improve the financial position of the Company and areoptimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31stMarch 2017 are as follows:

(Amount in Rs)
Particulars Year Ending 31st March 2017 Year Ending 31st March 2016
Sales 117645269 21318280
Other Income 50272 26901
Total Income 117695541 21345181
Less: Expenditure (111390762) (20996599)
Profit/(loss)before Interest Depreciation Tax 6304779 348582
Less: Interest (366184) 0
Less: Depreciation & Amortization Cost (307275) (3418)
Less: Extraordinary items 0 0
Profit/(loss)Before Tax 5631320 345164
Less: Tax Expenses (1809224) (122835)
Profit/(loss)after Tax 3822096 222329

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

3. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is increased from Rs 500000 (Rupees FiveLakhs) divided into 50000 (Fifty Thousand) equity shares of Rs 10 each toRs100000000(Rupees ten crores) divided into 10000000(one Crore)equity share of Rs 10each.

The Paid up share capital of the Company is increased from Rs 100000 (Rupees One Lakh)divided into 10000 (Ten Thousand) equity shares of 10/- each to Rs 54100000(RupeesFive crore forty one Lakh) divided into 5410000 (Fifty Four Lakh ten thousand) equityshares of Rs 10 each due to preferential issue of Shares. (our Company has acquired thebusiness of proprietorship concerns of our promoters Anupkumar Bansal and Suman Bansalviz.

M/s. Bansal Enterprises and M/s. Ayush Marketing respectively through slump saleagreement dated 25th March 2017) Further the paid up share capital of theCompany is increased from Rs54100000(Rupees Five crore forty one

Lakh) divided into 5410000 (Fifty Four Lakh ten thousand) equity shares of Rs 10 eachto Rs 62000000(Rupees Six Crores Twenty Lakhs ) divided into 2000000 (Twenty Lakhs)equity shares at a face value of Rs 10/- each and a premium of Rs 21/- each due to initialPublic offer. The aforesaid Equity Shares is listed on NSE-Emerge Platform.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year there is no change in the nature of the business of the Company.

6. CHANGE OF NAME

The name of the Company was changed from "BANSAL TRADEWORLD PRIVATE LIMITED"to "BANSAL MULTIFLEX PRIVATE LIMITED" on 24th August 2016 pursuantto requisite approvals. Further on 01st September 2016 the Company wasconverted into Public Limited Company and consequently name of company was changed from

"BANSAL MULTIFLEX PRIVATE LIMITED" to "BANSAL MULTIFLEX LIMITED"vide Special resolution passed by the Shareholders at the Extra Ordinary General Meetingheld on 17th August 2016 and a fresh certificate of incorporation dated 01stSeptember 2016 issued by the Registrar of Companies Gujarat Ahmedabad.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read withthe Companies (Acceptance of Deposit) Rules 2014 during the period under review.Hence the requirement for furnishing the details of deposits which are not in compliancewith Chapter V of the Act is not applicable.

8. TRANSFER TO RESERVES

During the year Our Company has not transfer any amount to specific reserves.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

12. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO: A. CONSERVATION OF ENERGY:

the steps taken or impact on conservation of energy : Nil

i. the steps taken by the company for utilizing alternate sources of energy : None

ii. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement cost reduction product developmentor import substitution : None

iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.

iv. the expenditure incurred on Research and Development : Nil C. FOREIGN EXCHANGEEARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year the Company has not given loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 read with rules made there under except anadvance which was granted to a proprietor namely lovekush trading Company (Not related tothe promoter Promoter Group DirectorsKey Managerial personnel(KMP)of the company and/ortheir relatives as a Related Party as a Related party as defined under Section 2(76) ofthe Companies Act2013).The members are requested to refer the notes to the financialstatement which are forms the part of the Annual Report for detailed information.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year there are contracts or arrangements were made with related partiesfalling under the purview of Section 188 of the Companies Act 2013 as provided in theAnnexure A.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

16. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Composition of Board;

Name of Directors Designation Category No. of Board Meeting held during the year No. of Board Meeting attended during the year
Anupkumar Rajendrakumar Bansal Chairman & Managing Director Promoter Executive 8 8
Suman Anup Bansal Whole time Director Promoter Executive 8 8
Aashi Anup Bansal** Director Promoter Group Non-Executive 8 6
Rajender Kumar Ramchander Bansal** Director Promoter Group Executive 8 7
Rajesh Kumar Singal* Director Independent 8 4
Aesha Jashwantray Mashru# Director Independent 8 1
Jagdish Sahu## Director Independent 8 4

* Rajesh Kumar Singal and Jagdish Sahu were appointed as Director w.e.f. 30/08/2016

** Aashi Anup Bansal and Rajender Kumar Ramchander Bansal were appointed as directorw.e.f. 26/07/2016

## Mr. Jagdish Sahu ceased to be The Director of the Company with effect from27/03/2017.

# Ms. Aesha Jashwantray Mashru was appointed as an additional director on 27/03/2017.

ii. APPOINTMENT:

Appointment of Ms. Aesha Jashwantray Mashru as an additional director of the Company:

During the year under review in accordance with the provisions of Section 149(1) and161(1) of the Companies Act 2013 Ms. Aesha Jashwantray Mashru (DIN: 07777229) wasappointed as Additional Director by the Board of Directors of the Company in their Meetingheld on 27th March 2017.

The relevant details including profile of Ms. Aesha Jashwantray Mashru is includedseparately in the Notice calling the 4th Annual General Meeting of theShareholders.

iii. CESSATIONS:

Mr. Jagdish Sahu [DIN- 07601479] Director of the Company has resigned from thedirectorship of the Company with effect from 27/03/2017.

The Board places on record its appreciation for contributions and guidance provided byMr. Jagdish Sahu during his respective tenure as a Director of the Company.

iv. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms ofArticles of Association of the Company Mr. Anup Bansal [DIN: 06735149] being liable toretire by rotation shall retire at the ensuing

Annual General Meeting and being eligible offer himself for reappointment. The Boardrecommends his reappointment.

v. KEY MANAGERIAL PERSONNEL

During the year Mr. Anupkumar Bansal was appointed as Managing Director in theAnnual General Meeting of the Company held on 29/09/2016 for a period of 5 years. Mrs.Suman Bansal was appointed as Whole time director in the Extra Ordinary General Meetingheld on 25th March 2017 for a period of 3 years. Ms. Vrusha Patel wasappointed as Company Secretary by the Board of directors in their meeting held on30/08/2016. Mr. RaviShankar Mishra Chief Financial Officer appointed at the Board meetingHeld on 27/02/2017. Further Ms. Aashi Anup Bansal ceased to be Chief Financial Officerwith effect from 27/02/2017.

As on the date of this report Mr. Anupkumar Bansal Chairman cum Managing DirectorMrs. Suman Bansal Whole time director Ms. Vrusha Patel Company Secretary Mr.RaviShankar Mishra Chief Financial Officer are the Key Managerial Personnel as per theprovisions of the Companies Act 2013 and rules made thereunder.

vi. NUMBER OF BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies financial matters and other businesses.

During the year under review the Board duly met Eight (8) times on 02/07/201626/07/2016 30/08/2016 26/10/2016 12/12/2016 27/02/2017 22/03/2017 and 27/03/2017 inrespect of said meetings proper notices were given and proceedings were properly recordedand signed in the Minute Book maintained for the purpose.

vii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance ofindividual Directors Committees and of the Board as a whole in accordance with theformal system adopted by it. Further the Board also regularly in their meetings held forvarious purposes evaluates the performance of all the Directors committees and the Boardas a whole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.

viii. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING

All the Independent Directors of the Company have given their declarations statingthat they meet the criteria of independence as laid down under Section 149(6) of theCompanies Act 2013 and in the opinion of the Board the Independent directors meet thesaid criteria.

During the year under review the Independent Directors duly met pursuant to theprovisions as specified in Schedule IV of the Companies Act 2013 and the quorum waspresent throughout the meeting.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:— a) in the preparation of theannual financial statements for the year ended on 31st March 2017 applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any b) such accounting policies have been selected and appliedconsistently and judgments and estimates made that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31stMarch 2017 and of the profit of the company for the year ended on that date

c) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities d) the annualfinancial statements are prepared on a going concern basis

e) proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and

f) the systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.

18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of Company was constituted by the Board of the Company on27.03.2017 in accordance with the provisions of Section 177 of the Companies Act 2013 andrules made thereunder. The Board hereby disclose the composition of the Audit Committeeand other relevant matters as under:

Sr. No. Name of the Member Designation Category
1. Ms. Aesha Mashru Chairman Independent Director
2. Mr. Rajesh Singal Member Independent Director
3. Mr. Anup Bansal Member Executive Director

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.

19. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:-

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and

Disclosure Requirements) Regulations 2015 the Board of Directors of the Company hasestablished vigil mechanism/Whistle Blower Policy for Directors and employees of theCompany to report genuine concerns regarding unethical behavior actual or suspected fraudor violation of the Company's code of conduct and ethics Policy. The said mechanism alsoprovides for direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.

The said policy is also available on the website of the Company atwww.bansalmultiflex.com

20. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted by the Board of the Companyon 27th March 2017.

As on the date of this report the Committee comprises of the following members:

Sr. No. Name of the Member Designation Category
1. Ms. Aesha Mashru Chairman Independent Director
2. Mr. Rajesh Singal Member Independent Director
3. Ms. Aashi Bansal Member Non-Executive Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act

2013 formulated the policy setting out the criteria for determining qualificationspositive attributes independence of a Director and policy relating to remuneration forDirectors Key Managerial Personnel and other employees. The said policy is furnished in"Annexure B" and is attached to this report.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Sr. No. Name of the Member Designation Category
1. Ms. Aesha Mashru Chairman Independent Director
2. Mr. Rajesh Singal Member Independent Director
3. Mr. Anup Bansal Member Executive Director

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/ Investors registered with SEBI at the end of the current financial yearended on 31st March 2017 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2017.

Compliance Officer:

The Compliance officer of the Company is Ms.Vrusha Patel.

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY

The Company has not developed and implemented any risk management policy as the riskthreatening the business activity carried out by the Company during the year are minimal.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS-

The Company has placed an adequate Internal Financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

There was no case filed during the year under the sexual harassment of woman at workplace (Prevention Prohibition and Redressal) Act 2013. Further Company ensures thatthere is a healthy and safe atmosphere for every women employee at the workplace and madethe necessary policies for safe and secure environment for women employee.

25. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Company have incorporated subsidiary Company namely A2S Global Enterprise DMCC inDubai UAE

26. AUDITORS

i. STATUTORY AUDITORS

M/S. Kishor Goyal & CO. Chartered Accountants was appointed as Statutory Auditorsfor a period of 5 year(s) in the Annual General Meeting held on 30th September2015 to hold the office till the conclusion of 7th Annual General Meeting ofthe Company to be held in the year 2020. Pursuant to the provisions of Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 the Companyshall place the matter relating to such appointment for rati cation by members at everyannual general meeting and therefore it is proposed to ratify the appointment of M/s.Kishor Goyal & CO. Chartered Accountants as the Statutory Auditors of the Company.

The consent of M/s. Kishor Goyal & CO. Chartered Accountants Ahmedabad along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.

There are no qualifications reservations or adverse remarks made by M/s. Kishor Goyal& Co. Chartered Accountants the Statutory Auditors of the Company in their report.The observations made by the Statutory Auditors in their report for the financial periodended 31st March 2017 read with the explanatory notes therein are selfexplanatory and therefore do not call for any further explanation or comments from theBoard under Section 134(3) of the Companies Act 2013.

ii. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under the requirement ofobtaining a Secretarial

Audit Report from the Practicing Company Secretary is not applicable to the Company.

iii. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

27. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure "C" and is attached to this Report.

28. PARTICULARS OF EMPLOYEES-

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and

Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany forms part of this report as ‘Annexure D'. However as permitted in terms ofSection 136 of the Act this Annual Report is being sent to all the members and othersentitled thereto excluding the said annexure. Members who are interested in obtainingthese particulars may write to the Company Secretary at the Registered Office of theCompany. The aforesaid annexure is also available for inspection by members at theRegistered Office of the Company 21 days before the 4th Annual General Meetingand upto the date of Annual General Meeting during business hours on working days.

29. CORPORATE GOVERNANCE

Your Company has been complying with the principals of good Corporate Governance overthe years and is committed to the highest standards of compliance. Pursuant to regulation15(2) of the SEBI (LODR) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of schedule V shall not apply to the listed entity which haslisted its specified securities on the SME Exchange.

Therefore the Corporate Governance Report is not applicable on the Company andtherefore not provided by the Board

30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure tothis report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board
Sd/-
Anupkumar Bansal
Date : 29/08/2017 Chairman and Managing Director
Place : Ahmedabad (DIN: 06735149)