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Bansal Roofing Products Ltd.

BSE: 538546 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE319Q01012
BSE LIVE 14:03 | 05 Dec 39.25 2.00
(5.37%)
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 39.25
PREVIOUS CLOSE 37.25
VOLUME 108000
52-Week high 45.60
52-Week low 27.50
P/E 12.08
Mkt Cap.(Rs cr) 8.64
Buy Price 38.25
Buy Qty 4000.00
Sell Price 42.00
Sell Qty 4000.00
OPEN 39.25
CLOSE 37.25
VOLUME 108000
52-Week high 45.60
52-Week low 27.50
P/E 12.08
Mkt Cap.(Rs cr) 8.64
Buy Price 38.25
Buy Qty 4000.00
Sell Price 42.00
Sell Qty 4000.00

Bansal Roofing Products Ltd. (BANSALROOFING) - Director Report

Company director report

BANSAL ROOFING PRODUCTS LIMITED

Formerly Known as: Bansal Roofing Products Private Limited Bansal Roofing PrivateLimited

REGD. OFFICE: 3/2 LABDHI INDUSTRIAL ESTATE ACID MILL COMPOUND RANKUKTESHWAR ROADPRATAPNAGAR VADODARA- 390004

TEL. NO. 0265-2580178 FAX: 0265-2581082

EMAIL: cs@bansalroofing.com WEBSITE: www.bansalroofing.com

CIN: L25206GJ2008PLC053761 TO

The Members

BANSAL ROOFING PRODUCTS LIMITED

3/2 Labdhi Indu. Estate

Acid Mill Compound

Ranmukteshwar Road

Pratapnagar

Vadodara- 390004

Your Directors are pleased to present their Eighth Board's Report together with theAudited Financial statements for the year ended 31st March 2016

1. EXTRACT OF ANNUAL RETURN {Section 92(3)}

In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS: (section 134)

The Board of Directors duly met 6 times on 29/05/2015 20/08/2015 07/11/201507/12/2015 04/01/2016 and15/02/2016.

3. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act 2013 theDirector's here by confirm that:

I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure.

II. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theprofit and loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the Company and for preventing and detecting the fraud and irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors in case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

VI. The Directors had devised the proper system to ensure the compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

4. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR: (Section 134)

I. Mrs. Beena Bisht

II. Mrs. Shilpa Jadeja

III. Mr. Bhavita Gurjar

Were the Independent Director on the board during the year being more than one third ofthe total strength of the board and have remained independent throughout the year ascontemplated in sub section (6) of section 149 and has submitted statement of declarationfor the year as well.

5. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTOR’SAPPOINTMENT AND REMUNERATION: {SECTION 178(3) AND 178(4)}

The Company has duly established Nomination and Remuneration Committee. The Committeehas presented to the Board the policy with respect to remuneration for the directors keymanagerial personal and employees. The policy is presented as follows:

The appointment or re- appointment of a Director is made pursuant an establishedprocedure which includes assessment of managerial skills professional behavior technicalskills and other requirements as may be required by the post.

Remuneration:

The Executive and Whole-time Directors of the Company are paid remuneration as pertheir respective contracts which are approved by the Board after taking into considerationthe recommendations made by Nomination and Remuneration Committee.

6. AUDITORS Statutory Auditor:

The comments of the auditors in their audit report and notes forming parts of theaccounts and needs no comments.

M/s. Santlal Patel & Co. Chartered Accountants bearing FRN- 113888W the Company'sStatutory Auditors of the Company hold the office in accordance with the provisions ofthe act at this Annual General Meeting and being eligible for Re- appointment as requiredunder the provisions of Section 139 of Companies Act 2013 from the conclusion of thisAnnual General Meeting till the conclusion of Eleventh Annual General Meeting of theCompany subject to ratification of the members at every Annual General Meeting and at aremuneration as may be decided by the board.

Internal Auditor:

Pursuant to the provision of section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has re-appointed M/s. Vijay Amin & Co. CharteredAccountants Vadodara as an Internal Auditor of the Company for the Financial Year2015-16.

7. Secretarial Auditor:

Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasreappointed M/s. D. R. Desai & Co. Practicing Company Secretaries Vadodara bearingFRN- 11332 to undertake the Secretarial Audit of the Company for the Financial Year2015-16.

The report of secretarial Audit is annexed herewith as "ANNEXURE- II There is noqualification reservation or adverse remark in the secretarial report submitted by theauditor.

8. LOAN GUARANTEE AND INVESTMENT BY COMPANY: (SECTION 186)

The Company has not given any Loan or Guarantee or security or made any investmentduring the financial year.

9. RELATED PARTIES TRANSACTION

In Form AOC - 2 enclosed as ANNEXURE III

10. FINANCIAL RESULTS:

Amount in Lacs

Particulars Current Year 2015-16 Previous Year 2014-15
Total Sales & Other Income 2253.62 2450.47
Profit before Finance Cost Depreciation

Extraordinary items & Taxes

142.63 110.93
Less: Finance Cost (21.10) (14.01)
Less: Depreciation & Amortization Expenses (17.94) (17.10)
Profit/ Loss Before Prior Period Items and T axes 103.59 79.82
Add: Exceptional and Extra Ordinary Items (10.40) (10.40)
Profit/ Loss Before Tax(PBT) 93.17 69.42
Less: Provision for Tax (28.88) (21.65)
Profit/ Loss After Tax 64.29 47.77
Balance Brought Forward From Previous Year 120.82 73.05
Profit available for appropriation 185.11 120.83
Appropriation: Issue of Bonus Shares NIL NIL
Balance Carried to Balance Sheet 185.11 120.83
Paid Up Capital 219.72 219.72
Reserves & Surplus 321.11 256.83

11. RESERVES:

The Company proposes to carry Rs. 6428939 to the Reserves from Net Profits of Rs.6428939. All the requirement as laid down in Companies Act 2013 and rules made theirunder are complied with.

12. DIVIDEND:

In view of the need to conserve the resources of the Company the Directors of theCompany do not Recommend Dividend for this year.

13. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET AND THE DATEOF THE REPORT:

There are no material changes between the date of balance sheet and the date of thisreport that would affect the financial position of the Company.

14. CONVERSION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

(A) Conversion of energy:

Steps taken/ impact on conversion of energy with special reference to the following:

(i) Steps taken by the Company for utilizing alternate sources of energy includingwaste generated - Company has not taken such steps but the Company is in process to setupa solar plant at factory in near future.

(ii) Capital Investment on energy conversion equipment's - N.A.

(B) Technology Absorption:

1. Efforts in brief made towards technology absorption - N.A.

2. Benefits derived as a result of the above efforts for e.g. products improvementcost reduction product development import substitution etc.. - N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

(c) Foreign exchange Earnings and Outgo:

PARTICULARS AMOUNT (Rs. In lacs)
Foreign Exchange earned in terms of actual Inflows during the year. 185.62
Foreign Exchange outgo during the year in terms of actual Outflows 4.95

15. RISK MANAGEMENT POLICY:

The Management has put in place adequate and effective system and man power for thepurpose of Risk Management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore anyfinancial year the provisions of section 135 of the Companies Act 2013 are notapplicable.

17. FORMAL ANNUAL EVALUATION:

The formal annual evaluation of Directors is made depending upon Companies EvaluationPolicy.

18. OTHER MATTERS:

Following are the other matters to be covered pursuant to section 134(3)(q) of theCompanies Act 2013 read with rules made thereunder:

Sr. Particulars No. Disclosure
1. Financial summary or highlights The Turnover of your Company for the F.Y. 2015-16 is Rs. 2253.63 Lacs as against the Turnover of the Previous Year i.e. F.Y. 201415 Rs. 2450.47 Lacs. The Net Profit for the Financial Year 2015-16 is Rs. 64.29 Lacs as against the Profit for the Previous Year Rs. 47.77 Lacs.
2. Changes in nature of business There was no change in nature of business during the year.
3. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year Ms. Harneetkaur S. Anand resigned from the post of Company Secretary with effect from 07.12.2015 and Ms. Krupali J. Joshi was appointed as Company Secretary & Compliance Officer at the Board Meeting held on 04.01.2016.
4. Names of Companies which have become or ceased to be its subsidiaries joint ventures or associate Companies during the year along with reasons therefore
5. Details relating to Deposits covered under Chapter V of the Act: N.A.
(a) Accepted during the year. (b) Remained unpaid or unclaimed as at the end of the year. Company has not accepted any deposit during the year neither there was any unpaid/ unclaimed amount of deposit.
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year. OR and if so number of such cases and the total amount involved:
i. at the beginning of the year.
ii. Maximum during the year.
iii. At the end of the year.
Details of Deposits which are not in compliance with the requirement of Chapter V of the Act.
6. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future N.A.

19. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIESACT 2013

Since the Company has not formulated any scheme in terms of Section 67(3) of theCompanies Act 2013 no disclosure are required to be made.

20. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {SECTION 131(1) S}

The Company has not made any modification or alteration in its Financial Statement /Board Report in respect of last Four Years.

21. RESIGNATION OF DIRECTOR {SECTION 168(1)}

The Board of Directors is duly constituted and none of the directors have resigned fromthe office of the director during this Financial Year i.e. 2015-16.

22. AUDIT COMMITTEE {SECTION 177(8)}

The Company has established an Audit Committee consisting of Ms. Bhavitaben GurjarMrs. Beena Bisht and Mr. Satishkumar S. Gupta the majority being the IndependentDirectors.

23. DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 AND THE RULESMADE THEREUNDER

1. Name of Directors Ratio:
the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2015-16 Mr. Kaushalkumar S. Gupta

Mrs. Sangeeta K. Gupta

14.21:1

1.89:1

 

2. Percentage increase in M.D. W.T.D. C.S.* CFO**
Remuneration of each director chief financial officer chief executive officer company secretary or manager if any 12.50% 17.65% (5.95%) 71.43%
3. Percentage increase in the median remuneration of employees in the financial year 2015-16 as compared with financial year 2014-15

0.34%

 

4. Number of permanent 2015-16 2014-15
employees on the rolls of Company 17 21

 

5. Explanation on the relationship between average increase in remuneration and Company performance Explanation: There was average decrease in salaries of employees i.e. by 4.03% and the Company's performance (PAT) during the year was increased by 34.57%.

 

6. Comparison of the remuneration of the key managerial personnel against the performance of the Company Remuneration PAT Comparison (%)
2409560 6428939 37.48

 

7. Variations in 2015-16 2014-15
(i) Market Capitalization Rs. 68113200 Rs. 71409000
(ii) Price Earning Ratio 10.58 13.60
(iii) percentage Increase/ Decrease in Market quotation 3.33% (31- 30/30*100) 8.33% (32.50- 30/30*100)
(iv) Net worth of the Company Rs. 54083575 Rs. 47654637

8. Average Percentage increase already made in the (4.03) % salaries of employees otherthan managerial personnel in last financial year

9. Comparison of the each M.D. W.T.D. C.S* C.F.O.**
remuneration of the Key Managerial Personnel against the Performance of the Company 28 % 3.73 % 2.72 % 3.02 %

 

10. The key parameters for any variable component of remuneration availed by the directors N.A.
11. The ration of the remuneration of the highest paid director to that of the employees who are not directors but receives remuneration in excess of the highest paid director during the year. There was no such employee during the year who received remuneration in excess of any director’s remuneration.
12. Affirmation The Board affirms that the remuneration is as per the remuneration policy of the Company.

*N0TE: Company Secretary (CS) includes Ms. Harneetkaur S. Anand (remuneration for 7months- April to November 2015) and Ms. Krupali J. Joshi (remuneration for 3 months-January to March 2016).

**N0TE: chief financial officer (CFO) includes Mr. Ajay Tank (remuneration for 7 monthsduring F.Y. 2014-15 and 12 months during F.Y. 2015-16).

24. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT 2013

No Managing Director or Whole- Time Director of the Company was in receipt of anyremuneration or commission from the Company's Holding or Subsidiary companies during thefinancial year.

25. PERFORMANCE AND FIANANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES:

There are no Subsidiaries Associates and Joint Venture of the Company.

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has framed a Whistle Blower Policy in terms of Listing Agreement and thesame may be accessed on the Company1 s website.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition And Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the chairman of thecommittee.

28. PARTICULAR OF EMPLOYEES

There are no employees during the year under review whose particulars are required tobe given pursuant to section 197 of Companies Act 2013 read with Rule 5 (2) of Companies(Appointment and Remuneration of Managerial Personnel Rules 2014)

29. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met Six Times (6) in the Board Meeting held during the F.Y.2015-16

Name of Director Category / Designation of Director Number of Meeting Attended
Mr. Kaushalkumar S. Gupta Chairman and Managing Director 6/6
Mrs. Sangeeta K. Gupta Whole Time Director 6/6
Mr. Satishkumar S. Gupta Whole Time Director 6/6
Mrs. Beena P. Bisht Non-Executive Independent Director 5/6
Mrs. Shilpa A. Jadeja Non-Executive Independent Director 6/6
Ms. Bhavita D. Gurjar Non-Executive Independent Director 5/6

30. AUDIT COMMITTEE AND ITS MEETINGS:

The Audit Committee comprise of three directors out of which majority directors areIndependent Directors. The Audit Committee met Four Times (4) during the F.Y. 2015-16

Name of Director Category / Designation of Director Number of Meeting Attended
Ms. Bhavita D. Gurjar Chairman 4/4
Mrs. Beena P. Bisht Member 3/4
Mr. Satishkumar S. Gupta Member 4/4

31. NOMINATION AND REMUNERATION COMMITTEE AND ITS MEETINGS:

The Nomination and Remuneration Committee comprise of three directors all of whom areNonExecutive Independent Directors. The Nomination and Remuneration Committee met onlyonce during the F.Y. 2015-16.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Shilpa A. Jadeja Chairman 1/1
Mrs. Beena P. Bisht Member 1/1
Ms. Bhavita D. Gurjar Member 0/1

32. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

The Stakeholders Relationship Committee comprise of three directors majority of whomare comprise of Non-Executive Independent Directors. The Stakeholders RelationshipCommittee met twice during the F.Y. 2015-16.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Beena P. Bisht Chairman 2/2
Mrs. Shilpa A. Jadeja Member 2/2
Mr. Kaushalkumar S. Gupta Member 2/2

33. ANNUAL GENERAL MEETINGS:

Details of last two AGM of Company's are as under:

Sr. No. AGM No. Date Place
1. Seventh 28/09/2015 Factory
2. Sixth 26/09/2014 Factory

34. CORPORATE GOVERNANCE REPORT:

Corporate Governance provisions are not applicable during the year 2015-16 because asper the new Securities And Exchange Board of India (Listing Obligation And DisclosureRequirements) Regulations 2015 circular issued by SEBI vide a Notification No.SEBI/LAD-NRO/GN/2015-16/013 Dated 2nd September 2015 the Corporate Governanceprovisions are not applicable to Listed entity which has Listed its specified securitieson the SME Exchange.

35. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India HDFC Bank YES Bank and all other statutory andnon-statutory agencies for their co-operation. The Board of Directors also wish to placeon record their gratitude and appreciation to the members for their trust and confidenceshown in the Company.

The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.

For and on Behalf of the Board
Bansal Roofing Products Limited
Sd/-
Satishkumar S. Gupta Kaushalkumar S. Gupta
Whole Time Director Managing Director
DIN:02140734 DIN:02140767
Date: 25.07.2016
Place: Vadodara

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