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Bedmutha Industries Ltd.

BSE: 533270 Sector: Metals & Mining
NSE: BEDMUTHA ISIN Code: INE844K01012
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VOLUME 34718
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OPEN 25.55
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VOLUME 34718
52-Week high 50.00
52-Week low 15.05
P/E
Mkt Cap.(Rs cr) 62
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 27th Annual Report together with the AuditedFinancial Statements (Standalone and

Consolidated) for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31 st March 2017 issummarized as under:

(Amount in Rs Lakhs)

Particulars Standalone Consolidated
2016-17 2015-2016 2016-17 2015-2016
Income from Operations 69865.68 50038.57 69865.68 50054.17
Other Income 391.52 529.03 432.88 536.36
Profit before Finance Taxes Cost Depreciation and 3414.34 1996.92 3463.95 2026.19
Less : Finance Cost 5732.68 4051.78 5734.45 4053.16
Profit/ (Loss) before Depreciation and Taxes (2318.34) (2054.86) (2270.50) (2026.98)
Less : Depreciation 2911.34 2054.17 2919.70 2062.98
Profit/ (Loss) Before Taxes (5229.68) (4109.04) (5190.20) (4089.95)
Less : Provision for Current Taxation - - 12.90 6.40
Less: Provision for Deferred Taxation - (116.49) 0.20 (117.42)
Less: Taxes in respect of earlier years - - 1.85 -
Profit/ (Loss) after Taxes (5229.68) (3992.55) (5205.14) (3978.93)
less: Minority Interest - - 11.10 6.16
add: Share in Profit / (Loss) of Associates - - (17.40) 4.13
Profit/(Loss)forthe (5229.68) (3992.55) (5233.65) (3980.96)

SUMMARY OF OPERATIONS/STATE OF THE COMPANY'S AFFAIRS

During the year the total revenue from Standalone operations of your Company increasedby 39.62% from Rs 500.39 Crores to Rs 698.66 Crores. The company has earned profit of Rs34.14 crores before Finance Cost depreciation and taxes but incurred loss of Rs 52.30Crores after taxes as compared to previous year.

FINANCIAL PERFORMANCE OF SUBSIDIARY:

Our Company has one subsidiary i.e. M/s. Kamalasha Infrastructure and EnginneringPrivate Limited (CIN:

U45200MH2007PTC167532). The financial performance of the subsidiary is as under:

(Rs In Lakhs)
Particulars 2016-17 2015-16
Income from Operations 637.07 254.75
Other Income 41.36 70.51
Profit before Finance Taxes Cost Depreciation and 49.61 92.44
Less : Finance Cost 1.77 64.56
Profit/ (Loss) before Depreciation and Taxes 47.84 27.89
Less : Depreciation 8.36 8.80
Profit/ (Loss) Before Taxes 39.48 19.08
Less : Provision for Current Taxation 12.90 6.40
Less: Provision for Deferred Taxation 0.20 (0.93)
Less: Taxes in respect of earlier years 1.85 0.00
Profit/ (Loss) after Taxes 24.54 13.62

During the financial year 2016-17 the Company earned revenue from operations of Rs637.07 Lakhs against the previous year income of Rs 254.75 LakhsandachievedaProfitBeforeTax of ofRs 39.48 Lakhs against the profit Rs 19.08 Lakhs and Net Profit after tax ofRs24.54 Lakhs against the Net Profit ofRs 13.62 Lakhs of the previous year respectively.

CONSOLIDATED FINANCIAL STATEMENTS:

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. Thesummarized consolidated results are given alongside the financial results of your Company.

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 2016-17 on accountof loss incurred by the company.

BUSINESS REVIEW:

The Financial Year ended 31st March 2017has been tough as previous few years ourNardana project is green field project and is in ramp-up phase and has not been able tooperate at its full capability on account of poor economic situation in the country thusnot able to generate sufficientcashflowto mitigate its financial repayment sees a majorcash flow mismatch for coming two years due to this we will be forced to approach thelenders with our corrective action plan to restructure our repayment liability to matchthe current cash flows.

The value added lines of tyre beed and part of wire rope could not be started due tonon-release of sanctioned funds by some consortium bankers.

During the F.Y. 2016-17 we have obtained all major certifications for wire ropeproducts which will help to market the product easily now onwards.

We have initiated number of steps to consolidate the business and trying to sailthrough the bad patch in the overall global economy.

With above in background the financial details for theFinancial Year 2016-17 arepresented above.

CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year ended 31st March 2017however the Company has altered the object clause of the Memorandum of Association of theCompany by passing the resolution through postal ballot on 15th April 2016 for expansionof its business activities which can be advantageously combined with the existing businessof the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2017 was Rs 245316110. During theyear under review the Company has allotted 2000000 (Twenty Lakh) Equity Shares of Rs10/- each at a premium of Rs 5.50 on 11th July 2016 and 1500000 (Fifteen Lakh) EquityShares of Rs 10/- each at a premium of Rs 5.50 on 06th September 2016 to the‘Promoter and Promoter Group' on a preferential basis pursuant to Conversion ofwarrants into Equity Shares. Hence the paid up Equity Share Capital of the Company hasbeen increased from Rs 210316110 to Rs 245316110. The Company has neither issuedshares with differential voting rights nor granted stock options or sweat equity.

DEPOSITS

During the year 2016-17 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

India's economic growth is contingent upon the growth of the Indian steel industry.Consumption of steel is taken to be an indicator of economic development. While steelcontinues to have a stronghold in traditional sectors such as construction housing andground transportation special steels are increasingly being used in engineeringindustries such as power generation petrochemicals and fertilizers. India occupies acentral position on the global steel map with the establishment of new state-of-the-artsteel mills acquisition of global scale capacities by players continuous modernizationand up gradation of older plants improving energy efficiency and backward integrationinto global raw material sources.

Steel industry derives its demand from other important sectors like infrastructureaviation engineering construction automobile pipes and tubes etc. With the Indianeconomy poised for its next wave of growth under the reforms being unleashed in the lastone year there lies tremendous opportunity for the Indian steel industry to prosper andgrow exponentially.

During the year there is sharp increase in coking coal costs hurt the near term marginsof Indian steel companies due to the lag effect in transition of increased cost to highersteel prices. However it is said that the steel prices are improving globally and it isexpected that margins will normalize soon. However domestic steel makers have increasedvolumes by 12% YOY by substituting imports and higher exports. Lower imports have helpedvolumes but the increase in import offers from China has helped companies to raise theirprices.

The impact of GST on the prices of the product which was implemented with effect fromJuly 1 2017 is largely expected to be neutral on the steel sector. While Pre-GST rateson steel are at 18.1% the GST rates have been kept at 18%. Hence the impact will belargely similar to the effective rate based on prevailing excise duty and VAT rate bothof which would be subsumed under the GST going forward.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in Annexure 1 forming part of the Annual Report.

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 astatement showing the details of top ten employees and the names of other employeesdrawing the remuneration in excess of the limits set out in the said rules are provided inAnnexure 2 of the Board's 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 also provided in Annexure 2 of the Board'sReport.

MANAGERIAL REMUNERATION

In accordance with Section 178 and other applicable provisions of the Companies Act2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014issued thereunder and Regulation 19 of the SEBI (LODR) Regulations 2015 the Board ofDirectors at their meeting held on 12th February 2015 formulated the Nomination andRemuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the policy on appointment and remuneration of Directors and other mattershave been outlined in the Corporate Governance Report which forms part of this Report. Theinformation required under Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of your Company is set out in MGT – 9 which also forms part ofthis Report and is also available on the website of your Company www.bedmutha.com.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Pursuant to Section 129(3) of the Companies Act 2013 the Balance sheet as on March31 2017 and the Statement of

Profit And Loss for the year ended on that date of Subsidiary CompanyM/s. KamalashaInfrastructure and Engineering Private Limited is attached to this report. Howeverthe financial information of Subsidiary Company is disclosed in the Annual Report incompliance with this section. The consolidated financial statements presented by theCompany include the financial result of its Subsidiary Company.

The company has one associate company named as "Ashoka Pre-con Pvt. Ltd."

The Statement in form AOC-1 containing salient features of the financial statements ofCompany's Subsidiaries and associates is attached as Annexure 3 to the financialstatements of the Company.

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

During the year under review no order has been passed by the regulators or courts ortribunals against the Company or any Directors Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the FinancialYear 2016-17 with related parties are in compliance with the applicable provisions of theAct Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

During the year under review the Company had not entered intoanymateriallysignificantrelated party transactions with

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--vis the Company.

All Related Party Transactions are placed before the Audit Committee and the Board ofDirectors for their approval. The policy on Related Party Transactions as approved by theBoard 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.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Company has also implemented several bestCorporate Governance practices as prevalent throughout the country. The Report onCorporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof the Annual Report. The requisite of the Company confirming compliance with theconditions of Corporate Governance is certificate attached to the report on CorporateGovernance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review the Company has 8 (Eight) Directors consisting of 4(Four) Independent Directors and 4 (Four) Executive Directors comprising of two WholeTime Directors and two Managing Directors however Mrs. Vinita

Vedmutha resigned from the post of Whole-Time Director and continue as Senior ChiefExecutive Officeof the Company w.e.f.14th August 2017.

The Board of Directors at its meeting held on 14th August 2017 redesignated Mr. K.R.Bedmutha from Whole-Time Director liable to retire by rotation to Whole-Time Director notliable to retire by rotation Mr. Ajay Kachardas Vedmutha (DIN: 01726879) Joint ManagingDirector of the Company retires by rotation at the ensuing Annual General Meetingpursuant to the provisions of the Companies Act 2013 read with the Companies

(Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of the Company and being eligible offered himself for re-appointment. YourDirectors recommend his re-appointment.

The brief resume of the Director seeking appointment or re-appointment and otherrelated information under Regulation 36 of the SEBI (LODR) Regulations 2015 andSecretarial Standard -2 (SS-2) has been provided in the Notice convening 27th AnnualGeneral Meeting.

During the year Mr. Alok Singh resigned from the post of Company Secretary andCompliance Officer of the Company and upon his resignation Mr. Prashant Paradkar wasappointed as the Company Secretary and Compliance Officer of the Company w.e.f. 14thNovember 2016.

Presently Mr. Vijay Vedmutha Managing Director Mr. Ajay Vedmutha– Joint ManagingDirector and Chief Financial

Officer Ms. Vinita Ajay Vedmutha Chief Executive Officer and Mr. Prashant ParadkarCompany Secretary are the Key

Managerial Personnel of your Company in accordance with the provisions of Sections2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

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. Further the Company has receiveddeclarations from all the Independent Directors confirming that they meet the criteria ofIndependence as prescribed under Section 149 (6) of the Companies Act 2013 and Regulation16 (1) (b) of the SEBI (LODR) Regulations 2015.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

According to Regulations 25(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a meeting of the Independent Directors is required to beheld to evaluate the performance of the Non-Independent Directors. Accordingly a meetingof Independent Directors was held on 9th February 2017 wherein the performance of thenon-independent 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) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of the members of Audit Nomination and Remunerationand other Compliance Committees. The manner in which the evaluation is carried out hasbeen explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. Tofamiliarize the new Independent Director with the strategy operations and functions ofour Company the Executive Directors/ Senior Managerial Personnel make presentations tothe new Independent Director about the Company's strategy operations product and serviceand offerings markets organization structure human resources technology qualityfacilities and risk management.

NUMBER OF BOARD MEETING:

The meeting of the Board of Directors was held 4 (four) times during the Financial Year2016-2017 and the intervening gap between any two succeeding meetings was not more than120 days as prescribed under Section 173 of the Companies Act 2013. Your Company hascomplied with the provisions of Chapter XII – Meetings of Board and its Powers ofthe Companies Act 2013 with respect to meetings of the Board. The details regarding theBoard meeting and the attendance of the Directors present in such meeting is annexed tothe 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 Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which consists of the following members' viz.:

Name of Member Designation Category
Mr. Narayan Kadu Chairman Independent Director
Mrs. Vandana Sonwanye Member Independent Director
Mr. Vijay Vedmutha Member Executive Director (Managing Director)
Mr. V. B. Joshi Member Independent Director

The details regarding Composition meeting and attendance of the members have beenmentioned to the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company.

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 any one complainant to have direct accessto the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of theCompany is placed on Company's website i.e. http:// www.bedmutha.com Nomination andRemuneration Committee:

The Board of Directors has constituted the 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 the following membersviz.:

Name of Member Designation Category
Mr. Narayan Kadu Chairman Independent Director
Mrs. Vandana Sonwaney Member Independent Director
Mr. V. B. Joshi Member Independent Director

The details regarding Composition meeting and attendance of the members have beenmentioned to the Corporate 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)

Stakeholder Relationship Committee:

The Board of Directors has constituted Stakeholders Relationship Committee inaccordance of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The details regarding Composition meetingand attendance of the members have been mentioned to the Corporate Governance Report.

Corporate Social Responsibility Committee (CSR)

As per Section 135 of the Companies Act 2013 every Company having net worth of Rupeesfive hundred crore or more or turnover of Rupees one thousand crore or more or a netprofit of Rupees five crore or more during any financial year shall constitute the CSRCommittee.

Considering the above threshold limit specified above the Company is not required toconstitute the CSR Committee

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 theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives. The Company's management systems organizational structures processesstandards code of conduct and behaviors together form the Bedmutha Management System(BMS) that governs how the Group conducts the business of the Company and managesassociated 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 wide 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 monthly 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:

M/s. Patil Hiran Jajoo & Co. Chartered Accountants [Firm Registration No.120117W] Nashik has been the Statutory Auditors of the Company since 2014 and hascompleted a term of Three Years. Their term as auditors is upto the conclusion of theensuing Annual General Meeting. In accordance with the provisions of Section 139 ofCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 Mr. A. D. Kulkarni(ICAI Membership No. 049739) partner of M/s. A. D. Kulkarni & Co. CharteredAccountants Jalgaon (Firm Registration No. 115959) are proposed to be appointed asStatutory Auditors for the first term of 5 consecutive years commencing from theconclusion of the ensuing Annual General Meeting till the conclusion of the Annual GeneralMeeting for the Financial Year 2021-22 subject to ratification of their appointment atevery AGM if so required under the Act.

The Company has received a written consentand certificatestating that theysatisfy the criteria provided under Section

141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014and that the appointment if approved shall be in accordance with the applicableprovisions of the Companies Act 2013 and Rules made thereunder. As required underRegulation 33(1)(d) of the SEBI (LODR) Regulations 2015 M/s. A. D. Kulkarni &Co.Chartered Accountants (Firm Registration No. 115959) have also confirmed that theyhold a valid certificate issued by the Peer Review Board of ICAI.

INTERNAL AUDITORS

M/s. Swati Ware & Co. Chartered Accountants is the Internal Auditors of theCompany and their reports are reviewed by the Audit Committee on periodical basis.

AUDITORS' REPORT:

The Auditors' Reports on standalone (SFS) and consolidated financial statements (CFS)for the financial year 2016-17 do not contain any qualification reservation or adverseremark.

During the year under review there were no frauds reported by the Auditors to theAudit Committee or the Board under Section 143(12) of the Companies Act 2013.

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. RavindraKeshav Deodhar Cost Accountants (Firm Registration No.:- 102138) to conduct the costaudit of the Company for the financial year 2017-18. The ratification of the remunerationpayable to the Cost Auditors shall be sought from shareholders in the ensuing AnnualGeneral Meeting.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and the Rules made there under Mr. Ved PrakashDesignated Partner of M/s. S.

Anantha & Ved LLP (LLPIN: AAH-8229) had been appointed as the Secretarial Auditorsof the Company for the financial year 2016-17.

The Secretarial Audit Report given by Mr. Ved Prakash Practicing Company Secretary inform MR-3 is given in Annexure 6 forming part of the Board's Report. TheSecretarial Audit Report contain an observation with respect to the letter received fromNSE asking clarification with respect to the change in promoter holding under theshareholding pattern filed by the Company for the Quarter ended 31st March 2017 inrespect of which due reply has been made by the Company and has also proposed toreclassify the shareholding pattern under Regulation 31A of the SEBI (Listing Obligationsand Disclosures Requirement) Regulations 2015 to reflect the correctness in theshareholding pattern of the Company between Promoters and Public.

EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act') read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the extract of annualreturn in the form of MGT-9 is annexed as Annexure 7 to this Report.

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 yearended 31st March 2017 the applicable accounting standards have been followed along withproper explanation related to material departure(s) if any; (ii) The Directors haveselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2017 and of the loss of the Company for theyear 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 ‘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 on conservation of Energy Technology Absorption and Foreign ExchangeEarnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies(Accounts) Rules 2014 is annexed as Annexure 8 to this report.

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 2016-17 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 may differ materially from those expressed in statement. Importantfactors that could influence the company operation include: global and domestic demand andsupply conditions affecting selling prices new capacity additions availability ofcritical material and their cost changes in government policies and tax laws economicdevelopments of the country and other factors which are material to the businessoperations 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
sd/-
K. R. Bedmutha
Date: 14thAugust 2017. Chairman
Place: Sinnar DIN: 01724420