You are here » Home » Companies » Company Overview » Bedmutha Industries Ltd

Bedmutha Industries Ltd.

BSE: 533270 Sector: Metals & Mining
NSE: BEDMUTHA ISIN Code: INE844K01012
BSE LIVE 15:40 | 28 Mar 27.60 -1.05
(-3.66%)
OPEN

28.10

HIGH

28.65

LOW

27.50

NSE LIVE 15:29 | 28 Mar 27.40 -1.10
(-3.86%)
OPEN

28.15

HIGH

28.75

LOW

27.20

OPEN 28.10
PREVIOUS CLOSE 28.65
VOLUME 21103
52-Week high 33.05
52-Week low 11.10
P/E
Mkt Cap.(Rs cr) 67.70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.10
CLOSE 28.65
VOLUME 21103
52-Week high 33.05
52-Week low 11.10
P/E
Mkt Cap.(Rs cr) 67.70
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bedmutha Industries Ltd. (BEDMUTHA) - Director Report

Company director report

To the Members

BEDMUTHA INDUSTRIES LIMITED

The Board of Directors presents the 26th Annual Report together with auditedfinancial statement for the year ended 31st March 2016.

FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31st March2016 is summarized as under:

(amount in Rs Lakhs)

Particulars

Standalone

Consolidated

2015-2016 2014-2015 2015-2016 2014-2015
Income from Operations 49961.99 32147.23 49977.59 32717.48
Add: Other Income 605.60 417.60 612.94 471.94
Profit before Interest Depreciation and Taxes 1762.67 2091.35 1791.94 2120.26
Less: Finance Cost 3817.53 2270.55 3818.91 2280.87
Profit/ (Loss) before Depreciation and Taxes (2054.86) (179.19) (2026.98) (160.60)
Less: Depreciation 2054.17 1019.79 2062.98 1028.48
Profit/ (Loss) Before Taxes (4109.04) (1198.98) (4089.95) (1189.08)
Less : Provision for Current Taxation -- -- 6.4 4.6
Less: Provision for Deferred Taxation (116.49) (359.45) (117.42) (360.67)
Less: Taxes in respect of earlier years -- 16.47 -- 16.47
Profit/ Loss after Taxes (3992.55) (856) (3978.93) (849.48)

SUMMARY OF OPERATIONS/STATE OF THE COMPANY’S AFFAIRS:

During the year the total revenue from operations of your Company increased by 53.94% from Rs. 352.31 Crores to Rs. 542.35 Crores. The Company has earned profit of Rs. 17.63crores before interest depreciation and taxes but incurred loss of Rs. 39.93 Crores aftertaxes as compared to previous year.

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2015-16 on accountof loss incurred by the Company.

BUSINESS REVIEW:

The financial year ended 31st March 2016 turned out to be more tougher yearin the series of last two financial years of slow growth. Due to the minimum capitalinvestments and low spending on infrastructure by the private sectors there was shortageof demand of our products which results as pricing pressure on our Company. However wehave introduced few value added projects at the Nardana Project unit namely 1) Tyre Beadand 2) Wire Ropes but due to late release of additional Term Loan resulted into delay inimplementation of the balancing machines This is the one of the reasons for underutilization of value added product lines affecting the bottom line.

We as a company has tried to utilize this slowdown to build relationship with ourcustomers our overall sale in terms of quality of both the units of Sinnar and Nardanahas increased over last year and is expected to further improve during this year 2016-17.

PROJECT IMPLEMENTATION CHANGES AND ITS PRESENT STATUS:

As the members are aware that Government of Maharashtra has allotted the land to ourcompany at Nardana with gross VAT incentive policy and then the company decided to put upproject at Nardana project which started in January 2012 after acquiring land from MIDCin November 2011. The project can be split into following sections to give proper statusof implementation till date.

1. Pickling Section

2. Rod breaking Section (phase 1 & 2)

3. Galvanizing line

4. Medium Fine Section (phase 1 & 2)

5. Wet Wire Section (phase 1 & 2)

6. Rope Plant (phase 1 & 2)

7. Tyre Bead line (phase 1 & 2)

8. Copper Plant (phase 1 & 2)

As on the date Section 1 2 3 and 8 (phase 1) are successfully completed and startedwith commercial production in month of September 2015 while section no 4 5 6 7 andphase 2 of section 8 are yet to complete and are expected to be completed by end of March2017 as disbursement of new term loan of Rs. 35 crores is started from the month of March2016. In phase 2 subsequently for which an investment of about Rs. 20 crores which willbe raised through a mix of borrowings from Banks &/or Internal resources.

CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year ended 31stMarch 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 is Rs. 210316110. During theyear under review the Company has allotted 3500000 preferential warrants to thePromoter and Promoter group which is subject to conversion into equity share upon fullpayment of consideration. The Company has allotted 2000000 (Twenty lakh) Equity sharesof Rs. 10/- each to Bedmutha Sons Realty Ventures Private Limited on 11 thJuly 2016 upon conversion of preferential warrants in to equity shares. Hence the paidup Capital of the Company has been increased from Rs. 210316110 to Rs. 230316110 as onthe date on this report. During the year under review the Company has not issued shareswith differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

During the year 2015-16 the Company did not accept any deposit from public within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

INDUSTRY SCENARIO

During the year 2015-2016 the global economy had an uneven growth with a few developedeconomies demonstrating resilience while India has relatively outperformed its peers. Thesharp decline in oil and commodity prices has also impacted the economy of many commodityproducing countries. The recent initiative to assess and rank the States on ease of doingbusiness has ignited the spirit of competitive federalism that will certainly make Indiaan attractive destination for new business and investments not only from within India butfrom across the globe. As a foundation industry for any nation the Indian Steel industrywill be encouragingly watching these developments and would be future ready to serve thenation with globally competitive products and services.

Your Company falls under the category of steel which is a major contributor in theGross Domestic Production of our country and in recent years the steel industry has beenimpacted by significant oversupply in certain geographies declining demand fallingspreads between steel prices and raw material prices and volatile currency movements. Someof these issues are structural as the world is readjusting to lower commodity prices andslow growth. Under these circumstances it would be vital for the industry to look atsupply side restructuring to rebalance the demand-supply equation especially in countriesand regions where the oversupply situation is structurally acute. Also it is requirehighlighting that It is important for national governments to ensure a level playing fieldfor fair competition against unfairly priced imports and the long-term competitiveness ofthe steel industry in India will depend on the cost of doing business including regulatorycosts infrastructure efficiency for inbound and outbound transportation of raw materialand finished goods as also the availability of energy at competitive costs.

Our Company witnessed significant increase in levies duties and regulatory costsinfrastructural challenges in the recent years. If this trend continues in the future itwill seriously impact the longterm attractiveness for investments in the steelmanufacturing sector. In this scenario of low demand high interest seems to persistduring the current financial year also which may affect the industry as a whole. Thecountry is hoping for lowering of interest by Central Bank and infrastructure spendingcycle by Government which if done in time may lead to revival of domestic economy and cangrow faster than the world.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.(Annexure 1)

PARTICULARS OF EMPLOYEES:

In terms of the provisions 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 theemployees of the Company drawing remuneration in excess of the limits set out in the saidRules are provided in (Annexure 2) of the Annual Report.

The Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in (Annexure 2) of the Annual Report.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Under Section 129(3) of the Companies Act 2013 the Balance sheet as on March 312016and the Statement of Profit And Loss for the year ended on that date of SubsidiaryCompany M/s. Kamalasha Infrastructure and Engineering Private Limited is attached to thisreport. However the financial information of subsidiary company is disclosed in theAnnual Report in compliance with this section. The consolidated financial statementspresented by the Company include the financial result of its subsidiary company.

The Statement in Form AOC-1 containing salient features of the financial statements ofCompany's Subsidiaries is attached to the financial statements of the Company. (Annexure3)

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The case against the Executive Directors Company Secretary and the Company underSection 297 of Companies Act 1956 has been concluded in the month of July 2015 and theorder has been received from the Additional Chief Metropolitan Magistrate Court Mumbai.The penalty so levied by the Magistrate in the above mentioned case is Rs. 10000/- peraccused which amounts to Rs. 50000/- in total has been paid.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting forInvestments in Associates and AS-27 on Financial Reporting of Interests in Joint Venturesthe audited consolidated financial statement is provided in the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties are in compliance with the applicable provisions of the Act andSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. During the yearthe Company had no materially significant related party transactions made by the Companywith Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large. None of the Directorshas any pecuniary relationships or transactions vis-a-vis the Company except thoseapproved by the members of the Company.

All Related Party Transactions are placed before the Audit Committee as also before theBoard of Directors for approval. The policy on Related Party Transactions as approved bythe Board may be accessed on the Company's website (www.bedmutha.com).

The particulars of contracts or arrangements entered into by the Company with relatedparties are appended in Annexure- 4 to the Board's Report. (Form No. AOC -2.)

ABRIDGED FINANCIAL STATEMENT

Statement containing salient feature of Balance Sheet and the Statement ofProfit and Loss of the Company in the form of Abridged Financial Statements is appended inAnnexure 5 to the Board's Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI (LODR). The Company hasalso implemented several best corporate governance practices as prevalent throughout thecountry. The Report on Corporate Governance as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is annexed to the Board's Report. Therequisite certificate from the Practising Company Secretary of the Company confirmingcompliance with the conditions of corporate governance is attached to the report onCorporate Governance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Your Company has Eight (8) Directors consisting of Four (4) Independent Directors Four(4) Executive Directors comprising of Whole Time Director Managing Director and JointManaging Director Chief Financial Officer and Senior Chief Executive Officer as on March312016.

During the year the following Directors and Key Managerial Personnel were appointedresigned or withdrawn from Board of Directors of the Company.

BOARD OF DIRECTORS

During the year under review Mr. Balasubramanian A. has resigned as Director of theCompany with effect from 12th November 2015.

Mrs. Vinita Vedmutha was appointed as a Whole- Time Director for period of 5 yearw.e.f. 26th November 2015 by way of passing a resolution through postal ballotand e-voting process on 15th April 2016

Mr. Vasant Joshi was appointed as an Independent Director for a period of 5 year w.e.f.26th November 2015 by way of passing a resolution through postal ballot ande-voting process on 15th April 2016

Mr. Pradeep Ghare was appointed as an Independent Director for a period of 5 yearw.e.f. 10th February 2015 by way of passing a resolution through postalballot and e-voting process on 15th April 2016

DETAILS OF KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key ManagerialPersonnel of the Company in compliance with provisions of Section 203 of the CompaniesAct 2013.

1. Mrs. Vinita A. Vedmutha Sr. Chief Executive Officer

2. Mr. Ajay K Vedmutha Chief Financial Officer

3. Ms. Aditi Bhavsar was resigned as Company Secretary w.e.f 11th February2016.

4. Mr. Alok Singh was appointed as Company Secretary w.e.f 11th February2016.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in anymanner as stipulated under section 149(6) of Companies Act 2013 and at the same timepossess relevant expertise and experience that are additive to the Board of the companyfor delivering higher growth and higher values.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

According to Regulations 25(3) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a meeting of the Independent Directors is required to be held toevaluate the performance of the Non-Independent Directors. Accordingly a meeting ofIndependent Directors was held on 9th February 2016 wherein the performance ofthe nonindependent directors including the Chairman was evaluated.

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(4) of SEBI(Listing Obligations and Disclosure Requirements) 2015 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of the members of Audit Nomination and Remuneration andother Compliance Committees. The manner in which the evaluation is carried out has beenexplained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. Tofamiliarize the Independent Director with the strategy operations and functions of ourCompany the Executive Directors/ Senior Managerial Personnel make presentations to theIndependent Director about the company's strategy operations product and service andofferings markets organization structure human resources technology qualityfacilities and risk management on ongoing basis

NUMBER OF BOARD MEETING:

The meeting of the Board of Directors was held 6 (six) times during the financial year2015-2016. All the meetings were called in accordance with Section 173 of the CompaniesAct 2013. The details regarding the Board meeting and the attendance of the Directorspresent in such meeting are annexed to the Corporate Governance Report.

COMMITTEES OF THE COMPANY:

Audit Committee:

The board has properly constituted the Audit Committee in compliance with Section 177of Companies Act 2013 and under regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details regarding CompositionMeeting and Attendanceof the members have been mentioned to the Corporate Governance Report.

Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided to complainant to have direct access to theChairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Companyis placed on Company's website i.e. http:// www.bedmutha.com .

Nomination and Remuneration committee:

The Board of Directors has constituted Nomination and Remuneration Committee Inaccordance with the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 which comprises of Mr. Narayan Kadu Mr.Vasant Joshi and Mrs. Vandana Sonwaney as the Members of the Committee. The detailsregarding Composition meeting and attendance of the members have been mentioned in theCorporate Governance Report.

Policy for selection Appointment and Remuneration of Directors Including Criteria ForTheir Performance Evaluation

The Company has adopted a policy titled as "Nomination & RemunerationPolicy" which inter alia includes Company's policy on Board Diversity selectionappointment and remuneration of directors criteria for determining qualificationspositive attributes independence of a director and criteria for performance evaluation ofthe Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on thewebsite of the Company (www. bedmutha.com) .

Stakeholders relationship committee:

The Board of Directors has re-constituted Stakeholder Relationship Committee inaccordance of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 which comprises of the following Directors asmembers Mr. Narayan Kadu Mr. Ajay Vedmutha Mr. Vijay Vedmutha. The details regardingComposition meeting and attendance of the members have been mentioned to the CorporateGovernance Report.

Risk management Policy:

The Company has implemented Risk Management Policy and the Board of Directors hasprepared a comprehensive framework of risk management for assessment of risks and todetermine the responses to these risks so as to minimize their adverse impact on theorganization. The policy as approved by the Board of Directors is uploaded on theCompany's website (www.bedmutha.com) .

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Bedmutha Management System (BMS) that governs how the Group conducts thebusiness of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view ofrisks optimal risk mitigation responses and efficient management of internal control andassurance activities. This integration is enabled by all three being fully aligned in theCompany vide Risk Management Internal Control and Internal Audit methodologies andprocesses.

Risk & Mitigation

The Company has identified various risks faced by the Company from different areas. Asrequired under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has adopted a risk management policy whereby a properframework is set up.

Appropriate structures are present so that risks are inherently monitored andcontrolled. A combination of policies and procedures attempts to counter risk as and whenthey evolve.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed. Your Company has introducedseveral improvements such as Integrated Enterprise Risk Management Internal ControlManagement and Assurance Frameworks and processes to drive a common integrated view ofrisks optimal risk mitigation responses and efficient management of internal control andinternal audit activities. Risk management and internal control frameworks are designedand implemented to manage rather than completely eliminated the risk of failure to achievebusiness objectives.

The Company has appointed M/s. Swati Ware & Co. Chartered Accountant as aninternal Auditor to have check on the adequacy of controls in the overall operations andfunctioning of various departments. The Quarterly reports of the Internal Auditors areplaced before the Audit committee. It is a key component which assists the management indiscovering controls weakness regulatory violations policy violation and operationalinefficiencies. This self-discovery of issues provides the management an ability to takecorrective action in order to maintain the safety soundness profitability and integrity.

Further your Company has initiated ERP implementation at Sinnar Plant. The purpose forERP implementation is to make system more transparent and efficient data withaccountability and real time availability of information to the management. These measureswill benefit the organization in optimum utilization of its resources and buildingstronger and more automated internal control mechanism.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186WITH DETAILS:

The loans guarantees and investments covered under section 186 of the Companies Act2013 form part of the notes to the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments made which may affect financial positionof the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

The Members at the Twenty-Fourth Annual General meeting appointed M/s. Patil HiranJajoo & Co. Chartered Accountants as the Statutory Auditors (Firm Registration No.120117W) of the Company to hold office for three Financial Years viz. From 2014-15 to2016-17 i.e. until the conclusion of Twenty Seventh Annual General Meeting. The Companyhas received a letter from them confirming their consent and eligibility to continue inthe office for the Financial Year 2016-17. Your Directors recommend the ratification oftheir appointment.

AUDITORS' REPORT:

There are no qualifications reservations or adverse remarks in the Auditors’Report.

COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 your Company has to appoint cost auditors forconducting the audit of cost records of the applicable products of the Company for thefinancial year. Accordingly during the year your Company has appointed M/s DBK &Associates Cost Accountants (Firm Registration No.:- 00325) to conduct the cost audit ofthe Company for the F.Y. 2016-17. The ratification of the remuneration payable to the CostAuditors shall be sought from shareholders in the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Mr. S. Anantha RamaSubramanian Practising Company Secretary had been appointed as the Secretarial Auditorsof the Company. Secretarial Audit Report given by Company Secretary in practise in theform of MR-3 is given in the (Annexure 6) forming part of the Board's Report.

The Company has filed E-Forms MR-2 for the purpose of obtaining the approval of theCentral Government with respect to the re-appointment of Mr. K.R. Bedmutha (Chairman &Whole-Time Director) Mr. Vijay Vedmutha (Managing Director) and Mr. Ajay Vedmutha (JointManaging Director) respectively on 06th January 2016. However the approval ofthe Central Government is yet to be obtained by the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual return in theform of MGT-9 is Annexed to this Board Report. (Annexure 7)

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of yourCompany hereby state that:

(i) In the preparation of the Annual accounts for the year ended 31st March 2016 theapplicable accounting standards have been followed along with proper explanation relatedto material departure(s) if any;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2016 and of the loss ofthe Company for the year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a Rs. going concern' basis;

(v) The Directors of the Company have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES

Your Company enjoys cordial relations with its employees. The key focus of your Companyis to attract retain and develop talent. The Board wishes to place on the record itsappreciation of the contributions made by all employees ensuring high levels ofperformance and growth during the year.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 8 Sub-rule 3 of Companies (Accounts) Rules 2015is annexed to this report. foreign Exchange earnings and outgo: The information requiredunder Rule 8 Sub-rule 4 of Companies (Accounts) Rules 2015 is annexed to this report.(Annexure 8)

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti-Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year 2015-16 no complaints werereceived regarding sexual harassment.

CAUTIONARY STATEMENT:

Statement in the Directors' report and the Management Discussion and Analysisdescribing the company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in statement. I important factors that couldinfluence the company operation include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical material andtheir cost changes in government policies and tax laws economic developments of thecountry and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of FinancialInstitutions Banks Government Authorities Dealers Suppliers Business AssociatesAuditors Consultants and the Company's valued customers for their assistance andco-operation and the esteemed shareholders for their continued trust and support. TheDirectors also wish to acknowledge members of Bedmutha Group at all levels for theirspirit of commitment dedication and support extended in challenging times.

For and on behalf of Board of Directors
bedmutha industries limited
K. R. Bedmutha
Chairman
DIN:01724420
Date : August 10 2016
Place : Sinnar

Declaration under Regulation 34 (3) of Schedule V Part D of sEBi (LodR) 2015compliance with code of conduct

I Vinita Vedmutha Senior Chief Executive Officer of the Company hereby declare thatall the Board Members and Senior management personnel of the company are in compliancewith the Code of Conduct pursuant to Part D Schedule V of Regulation 34(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board members and senior management personnel are aptly adhering to this code ofconduct and they are strictly following the same including all functional heads.

There is no event during the year which in my opinion the code of conduct is beingviolated.

For and on behalf of Board of Directors
Bedmutha Industries Ltd.
Vinita A. Vedmutha
Date : August 10 2016 Senior Chief Executive Officer
Place : Sinnar