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Belapur Industries Ltd.

BSE: 507050 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE490D01019
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Belapur Industries Ltd. (BELAPURINDS) - Director Report

Company director report

Dear Members

Your Directors present their 60th Annual Report together with the AuditedStatement of Accounts of your Company for the Financial Year ended 31st March2016.

2. FINANCIAL RESULTS :

PARTICULARS 2015-16 2014-15
Sales /Service Charges-Other Income 13813693 15359514
Total Expenditure 15484417 16375400
Financial Expenses 189797 138022
Deferred Exp. on Sand Pits - -
Gross (Loss) / Profit before Depreciation (1860703) (1153908)
Depreciation 1119320 1047641
Income Tax Paid (On Refund) - -
Debit Balance Written - -
Net (Loss) /Profit after Depreciation (2980023) (2201549)
(Loss) brought from Previous Year (40008365) (37806816)
(Loss) Carried Forward (42988388) (40008365)

AMOUNTTRANSFERTO RESERVES:

In view of the accumulated tosses and loss for the year your Company do not transferany amount to the Reserves.

OPERATIONS:

Presently the Company is undertaking production of commercial agricultural productsviz. Grapes Pomegranates Bananas Sugarcane Ginger etc for sale in open market. Theplantation is spread over in 80 acres of land and owned by the Company. Originally theland is non-agricultural in nature but necessary permissions had been obtained from thedistrict collector to carry on agricultural activities over the same.

FUTURE OUTLOOK:

The present activity based on the permission of district collector is purely temporaryone and Company proposes to develop this non-agricultural land for EducationalInstitution.

DIVIDEND:

In view of the accumulated losses and loss for the year the Board decided not torecommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any Deposit pursuant toSection 73 and section 76 of the Companies Act 2013 and rules framed thereunder. Thereare no unpaid and unclaimed deposits at the end of Financial year 2015-16.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Com pa ny does not have a ny Su bsidia ry Joi nt Ve ntu re o r Associate Co m pany.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 134(3){a) and Sections 92{3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at 31st March 2016 in the prescribed form MGT-9 formingpart of the report and is annexed as Annexurelto this report.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2015-16 Six Board Meetings were conducted on30.05.201511.08.2015 20.08.201505.11.201510.02.2016 and 29.03.2016. Board meetingswere held in accordance with the provisions of the Companies Act 2013.

Name of the Directors Number of Board Meetings attended by them.
Mr. Avinash G. Adik 6
Ms. Anuradha G. Adik 6
Mr. R. T. More 6
Mr. B. B. Patti 4
Mr. Kiran Patel 2
Mr. Sadanand Mandalik 5
Mr. Malik Keshwani 5

DETAILS ABOUT DIRECTORS AND KMPS WHO WERE APPOINTED/RESIGNED DURING THE FINANCIAL YEAR.

During the year under review Mr. Avinash Govindrao Adik (DIN: 01114892) was appointedby the shareholders as Managing Director at the Annual General Meeting held on 30.09.2015.

DIRECTORS:

Mr. B. B. Patil Director resigned from the Board w.e.f 12.08.2016 due to his personalreasons. Your Directors wish to put on record its sincere appreciation for his valuableguidance & advice during his tenure.

In accordance with the provisions of the Companies Act 2013 Ms. Anuradha Adik (DIN:06898098) Director of the Company retires by rotation and offers herself forre-appointment. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down underSection 149 (6) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company forthat period.

(c) 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 fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors key managerial personnel and otheremployees. As required by Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the prescribed details are annexed as Annexure2 to this Report.INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

During the year under review no employee was employed who was in receipt of aggregateremuneration exceeding Rupees One Crore Two Lakh for the year or exceeding Rupees EightLakhs and Fifty thousand per month for any part of the year.

The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company and other details in terms of Sub-Section 12 of Section 197 ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are forming part of this Report and is annexed as"Annexure 3" to this Report. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTSMADE UNDER SECTION 186 OF THE COMPANIES ACT 2013:

During the year the Company has not given any loans or guarantees or has made anyinvestments u/s 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Transactions entered with Related Parties for the year under review arestrictly done on arm's length basis and in the ordinary course of business. The Companypresents full details of transactions of all related party before the Audit Committeespecifying the nature value and terms & conditions of the transactions. Transactionswith related parties are conducted in a transparent manner with the interest of theCompany and stakeholders as utmost priority.

The details of transaction with related party in Form AOC-2 is annexed herewith as"Annexure 4."

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Provisions of Regulation 17 to 27 and Clauses (b) to(i) of Regulation 46(2) and Para CD and E of Schedule V is not applicable to the Companyas the Company's Paid up share capital & Net worth is below the limits specified.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HASOCCOURED BETWEEN THE ENDOFTHE FINANCIAL YEAR OFTHE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OFTHE REPORT:

In terms of the information required under Sub-section (3)(l) of Section 134 of theAct it is to be noted that no material Changes and Commitments affecting the financialposition of the Company have occurred between the end of the financial year of the Companyto which the Financial Statements relate and the date of the Report.

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

A. Since the Company did not carry any Business activities particulars to be disclosedwith respect to Conservation of Energy & Technology Absorption under Section 134 (3)(m) of Companies Act 2013 read with Companies (Accounts) Rules 2014 are not applicable.

B. During the year under review there has been no earnings and outgo in foreignexchange.

RISK MANAGEMENT POLICY:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. There are no risks which in theopinion of the Board affect the Company's operations on going concern basis. The Boardperiodically reviews the risks and measures are taken for mitigation.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social ResponsibilityPolicy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevantRules framed there under as the said provisions were not applicable to the Company as theCompany had incurred lossesduringthe relevant period.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committees byfilling a structured questionnaire.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. P. V. Ramaswamy (FCS-1708 COP- 2087) Practicing Company Secretary toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed as "Annexure5"tothis Report.

EXPLANATION ON REMARKS OR DISCLAIMER MADE BYSECRETARIAL AUDITOR IN HIS REPORT:

Looking at the Company's size and business activities for past few years no one wasinterested in joining as Company Secretary. The Company is in the process of complyingwith Appointment of Company Secretary as well as revocation of suspension of its equityshares on BSE.

AUDITORS:

The Company's Auditors M/s. N.S. Naik & Co Chartered Accountants. Shrirampur (FRN106815W) were appointed at the 58'* AGM held on 29th September 2014 for aperiod 3 (Three) years i.e. from the Conclusion of 58h Annual General Meetinguntil the conclusion of

61" Annual General Meeting subject to ratification by Members at every subsequentAnnual General Meeting. M/s. N.S. Naik & Co {FRN106815W) have provided their consentand eligibility pursuant to section 141 of the Companies Act 2013 therefore yourDirectors recommend ratification of their appointment to enable them to continue asStatutory Auditors of the Company for the Financial year 2016-2017.

RESERVATION AND QUALIFICATION ON AUDITORS' REPORT:

The notes to Accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments. Auditors have not made any reservation orqualification in the Audit Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THECOMPANIES ACT 2013:

During the year under review there were no incidences of fraud reported by theAuditors.

COMMITTEES

I) Audit Committee:

Being a listed Company the Company had already constituted its Audit Committeeconsisting of Mr.Kiran Kantilal Patel (DIN:02083944) Mr. Sadanand Bapu Mandlik (DIN:06979991) and Mr. Balasaheb Bhimrao Patil (DIN: 01114787).

During the year under review 4 (Four) Meetings were held of the Audit Committee on30.05.201511.08.2015 05.112015 and 10.02.2016.

Names Number of Audit Committee meetings attended
Mr. Kiran Patel 2
Mr. Sadanand Mandlik 4
Mr. Balasaheb Patil 3

I) Nomination and Remuneration Committee:

Being a listed Company the Company had already constituted its Nomination andRemuneration Committee consisting of Mr. Kiran Kantilal Patel (DIN:02083944) Mr. MalikMansurali Keshwani(DIN: 06979979) and Mr. Randeep Tanajirao More (DIN: 01114835).

During the year under review 2 (Two) Meetings were held of the Nomination andRemuneration Committee on 20.08.2015and 10.02.2016

Names Number of Audit Committee meetings attended
Mr. Kiran Patel 1
Mr. Malik Keshwani 2
Mr. Randeep More 2

III) Stakeholders Relationship Committee.

Being a listed Company the Company had already constituted its StakeholdersRelationship Committee consisting of Mr. Kiran Kantiial Patel (DIN:02083944) Mr.MalikMansurali Keshwani (DIN: 06979979) and Mr. Randeep Tanajirao More (DIN: 01114835) asper the conditions laid down under Section 178(5) of the Companies Act 2013 . During theyear under review 2 (Two) Meetings were held of the Stakeholders Relationship Committee ont 30.05.2015 and 10.02.2016.

Names Number of Audit Committee meetings attended
Mr. Kfran Patel X
Mr. Malik Keshwani 2
Mr. Randeep More 2

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the Code of Conduct for Employees and Directors for the highestdegree of transparency integrity accountability and corporate social responsibility. Anyactual or potential violation of the Code would be a matter of serious concern for theCompany. The Company also has Whistle Blower Policy to deal with instance of fraud andmismanagement if any.

Employees of the Company are encouraged to use guidance provided in the Policy forreporting all allegations of suspected improper activities.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There are no significant and material Orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to provide a safe and conducive work environment to all womenemployees. During the year under review Company had not received any Complaints in respectof Sexual Harassment.

APPRECIATION:

Your Directors place on record their appreciation for the co-operation of all the Staffand Officers Bankers Shareholders of the Company and look forward to their continued cooperation in future.

For BELAPUR INDUSTRIES LIMITED

(AVINASH .G.ADIK) (ANURADHA G.ADIK)
Managing Director Director
Registered Office: (DIN:01572102) (DIN:06898098)
P.0 HarigaonTaluka Shrirampur
Dist. Ahmednagar -413718
Maharashtra
Corporate Office:
Laher Mansio No. 22nd Floor
104A LadyJamshedji Road
Near Sitaladevi Temple
Mahim West
Mumbai 400 016
Place: Ahmednagar
Date: 12.08.2016