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Bhansali Engineering Polymers Ltd.

BSE: 500052 Sector: Industrials
NSE: BEPL ISIN Code: INE922A01025
BSE LIVE 15:56 | 20 Jul 80.90 0.25
(0.31%)
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81.80

HIGH

82.00

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79.15

NSE 15:58 | 20 Jul 80.90 0.25
(0.31%)
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81.20

HIGH

82.05

LOW

79.15

OPEN 81.80
PREVIOUS CLOSE 80.65
VOLUME 846918
52-Week high 84.60
52-Week low 18.95
P/E 30.76
Mkt Cap.(Rs cr) 1,342
Buy Price 80.90
Buy Qty 6475.00
Sell Price 0.00
Sell Qty 0.00
OPEN 81.80
CLOSE 80.65
VOLUME 846918
52-Week high 84.60
52-Week low 18.95
P/E 30.76
Mkt Cap.(Rs cr) 1,342
Buy Price 80.90
Buy Qty 6475.00
Sell Price 0.00
Sell Qty 0.00

Bhansali Engineering Polymers Ltd. (BEPL) - Director Report

Company director report

Dear Member(s)

Your Directors are pleased to present the 33rd Annual Report of the Companytogether with its Audited Financial Statements for the year ended 31st March2017.

1. FINANCIAL AND OPERATIONAL RESULTS:

A. Financial Results (Standalone):

Financial and Operational Results of the Company for the Financial Year ended 31stMarch 2017 as compared to the previous financial year is summarized as hereinbelow :

(Rs. in Lakhs)

Particulars Current Financial Year ended on 31.03.2017 Previous Financial Year ended on 31.03.2016
Gross Sales/ Income from Operations 70408.67 59425.15
Earnings before Finance Cost Tax Depreciation and 7109.25 4000.63
Amortization
Less: (i) Finance Cost 979.56 1107.53
(ii) Depreciation and Amortization 541.93 554.48
Profit Before Tax (PBT) 5587.76 2338.62
Provision for tax including Deferred Tax 2110.53 669.84
Net Profit After Tax (PAT) 3477.23 1668.78

APPROPRIATION

(Rs. in Lakhs)

Final Dividend 331.81 165.91
Corporate Dividend Tax 67.55 33.17
Transfer to Reserve(s) NIL NIL

B. Financial Results (Consolidated):

The Consolidated Financial and Operational Results of the Company for the year ended 31stMarch 2017 as compared to the previous financial year is summarized below:

(Rs. in Lakhs)

Particulars Current Financial Year ended on 31.03.2017 Previous Financial Year ended on 31.03.2016
Gross Sales/ Income from Operations 70408.67 59425.15
Earnings before Finance Cost Tax Depreciation and Amortization 7091.79 3951.71
Less: (i) Finance Cost 979.56 1107.63
(ii) Depreciation and amortization 542.21 555.30
Profit Before Tax (PBT) 5570.02 2288.78
Provision for tax including Deferred Tax 2110.53 669.84
Net Profit After Tax (PAT) 3459.49 1618.94

APPROPRIATION

(Rs. in Lakhs)

Final Dividend 331.81 165.91
Corporate Dividend Tax 67.55 33.17
Transfer to Reserve(s) NIL NIL

C. OPERATIONS AND FUTURE PLAN:

(I) OPERATIONS

A quick glance at the operational results highlighted hereinabove when compared withthe previous year will convince the stakeholders that F.Y. 2016-17 reflects a magnificentperformance and depicts manifestation of the true potential of your esteemed company.Thanks to the strategic approach adopted by your company to re-orient its marketingstrategy by re-positioning its products in highly profitable consuming segments. It isnoteworthy that despite stiff competition from imports with relatively weak custom tariffprotection the company could increase its gross margin by 27.80% and the turnover by18.48%. The increase in sales quantity has also been impressive showing growth of 15.24%and correspondingly the production by 16.10%.

It may further be appreciated that upon completion of the expansion cum revampingproject in the year 2015-16 the total ABS capacity stands at 80 KTPA whereas theexploitation thereof in the year 2016-17 has been to the extent of 64.31% only. Ipsofacto improving upon the results achieved in 2016-17 is likely to be far more impressivein the F.Y. 2017-18 and definitely thereafter in the subsequent years owing to thefollowing facts:

1. Buoyancy of growth in GDP in the Indian economy especially post implementation ofthe GST will push the consumption of lifestyle goods especially in the two wheelerautomotive segment domestic appliances segment and other consumer durables. These firsttwo market segments are the major consumption area of your company's products.

2. The overall demand of ABS has substantially outstripped the present supply from thedomestic manufacturers which are only two your company and an MNC competitor whoserespective capacity are identical and aggregates to around 160 KTPA against the currentconsumption level hovering around 275 KTPA in F.Y. 2016-17 this is likely to continue togrow at the rate of 15% CAGR for at least a decade ahead.

3. It is internationally estimated that overall ABS Global capacity utilization isaround 70% and which makes the big capacity players to supply in the deficit zone mainlyIndia and China.

4. Despite availability of market in India the global players find it difficult tomeet demand of the Indian market as quantity wise it is not attractive to cater to eachmarket segment on account of variety of colours and performance specification.Manufacturing of the variety and the colours largely depend on the compounding extrusionprocess where it is difficult to strike a balance between the investment and the sectionalcapacity utilization. Consequent whereupon there is a huge import of general purpose ABSnatural. This is the reason which attracts several giant global manufacturers of ABS tosell their products in India to improve their respective capacity utilization. In view ofthe fact that China globally exports the products manufactured out of ABS resins hencetheir consuming segments are big enough for any global player to establish and expandtheir capacity in China itself however China also imports huge quantity of generalpurpose ABS from Taiwan. The story of India is somewhat different as we are a domesticmarket demand driven economy whereas China's economy is driven by exports. This isprincipally the reason that has not attracted any third player in the Indian ABS market sofar.

In the light of the above there is not only the need for existing two ABS manufacturersto improve upon their respective capacity utilization but need to expand their individualproduction capacity as quickly as possible to reduce import dependence.

5. It may be appreciated from the foregoing that your company's endeavor to attainoptimum capacity utilization of 80 KTPA is deemed most expedient and the company isconfident that by end of the current fiscal 2018 it will produce and sell 72 KTPA-optimalcapacity utilization. Thereafter in subsequent years it will ramp up its production andsales by exploiting the additional capacity being created at Abu Road for compounding toachieve an aggregate ABS manufacturing capacity of 137 KTPA by 31st December2018. In this connection all requisites steps have been initiated. The entire expansionprogramme will be financed through internal accruals.

The consistent pattern of growth in ABS domestic demand year on year basis unfolds anexciting opportunity to set up a global size port based ABS manufacturing unit for yourcompany. Presently due to unique market situation company is able to not only sustain butearn handsome profit despite split location of manufacturing facilities as you are wellaware of the fact that HRG is being manufactured in Satnoor MP whereas bulk SAN andcompounding production units are located at ABU Road Rajasthan.

(II) Future Expansion:

Considering the scope and limitation opportunity and threat and also after in-depthevaluation your company has decided to set up a port based green-field plant with aminimum capacity of 200 KTPA in the state of Gujarat. The new plant will be based on stateof the art technology from Japan and in this connection the substantive initial stepshave already been taken involving several round of meetings with the Japanese companyfollowed by visit of their experts. This Japanese company is none-else than NipponA&L Japan with whom the company has a long standing relationship and also establishedmarketing Joint Venture in the year 2013 who are providing sales support as well astechnical support with respect to the existing operations of JV products.

Furthermore infrastructure development work is progressing rapidly in terms of stepsbeing taken by your company for acquisition of land and planning of captive power plant asan integral part of the expansion programme. Based on the encouragement being receivedfrom the concerned authorities of the State government and company's technology partnerthe implementation programme has been firmed up to commence manufacturing of ABS from theproposed port based green-field plant by 31st March 2022.

Perception backed up by conviction of the company is that by the time the new 200 KTPAport based plant is established; the company will be able to exploit its capacity of theplant optimally. This is because your company is likely to have captured the largestmarket share of ABS in India. Moreover based on the competitive cost structure andquality wise at par with the best in the world if required your company will be in aposition to export specialty grades of the ABS ASA and AES resins as well.

The aforesaid strategy will ensure birth of a healthy baby thwarting all threats andlimitations which is often faced by any green-field project since it is otherwisedifficult to maintain the economic viability in the initial years of production due torelatively lower capacity utilization resulting in not being able to achieve breakevenlevel of the output which certainly will not be the situation to be faced by your company.

Moreover implementation of the project takes into account in terms of the technologyselection and logistic planning that it remains globally competitive in the event theIndian economy opens up further and custom tariff barriers is done away with.

In this context energy conservation and minimizing environmental affects are given dueimpetus. Furthermore automation and safety measures are no less area of attention forimplementing the project based on ultra modern process technology. Due care is being takento ensure that the material handling system is carried out with least human involvement toimprove upon the safety and avoid human errors. The project planning is on the firmfooting and it is reiterated that by 31st March 2022 the new port based plantis likely to become fully operational.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES:

Pursuant to Section 129(3) of Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 your Company did not have any subsidiary Company during F.Y.2016-17; however it has one Joint Venture/ Associate Company viz. Bhansali Nippon A&LPrivate Limited having its Registered Office at Unit No. 302 3rd Floor PalmCourt Commercial Complex 20/4 Sukhrali Chowk Sec-14 Opp. Huda Park Gurgaon Haryana– 122 001 wherein the Company holds 50% of the paid up equity share capital.

The Report on the performance and Statement containing salient feature of FinancialStatement of aforesaid Joint Venture Company is separately attached with this AnnualReport in Form No. AOC-1.

In accordance with Section 136 of Companies Act 2013 the Financial Statements of theCompany including the Consolidated Financial Statements related to its Joint Ventureentity are available at Company's website (www.bhansaliabs.com).

3. DIVIDEND:

Your Directors considering the growth in its Profit before Tax (PBT) by 138.91% andProfit after tax (PAT) by 108.33% during the F.Y. 2016-17 have recommended final dividend@ 20% on the nominal value of the total paid-up equity share capital of Company consistingof 165905640 equity shares with the face value of Re.1/- each (viz. dividend of Twentypaise per equity share) for the financial year ended 31st March 2017 whichwitnesses a giant leap of 100% in the dividend rate(s) declared by the Company so far. Theaforesaid dividend if approved by members in ensuing Annual General Meeting will bedistributed out of the net profits of the Company available for distribution of dividends.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as requiredpursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith vide AnnexureI and forms an integral part of this Annual Report.

5. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system commensurating with the nature of theCompany's business size and complexity of its operations are in place and has beenoperating satisfactorily and effectively.

During the year no material weaknesses in the design or operation of InternalFinancial Control system were reported.

6. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ARRANGEMENT(S) WITH RELATEDPARTIES:

All Related Party Contract(s)/Transaction(s)/Arrangement(s) entered by Company duringF.Y. 2016- 17 were in its ordinary course of business and on arm's length basis. Accordingto Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 there were no materially significant related party contract(s)/transaction(s)/arrangements entered by the Company with the Related Parties which may havea potential conflict with the interest of Company. All related party transaction(s) arefirst placed before Audit Committee for approval and thereafter such transactions are alsoplaced before the Board for seeking their approval wherever required.

Since all the Related Party Transactions (RPTs) entered into by the Company were inordinary course of business and were on arm's length basis Form AOC -2 is not applicable.However the details of RPTs as required pursuant to respective Accounting Standards havebeen stated in Note No. 26 to the Standalone Audited Financial Statement of Companyforming part of this Annual Report.

The Policy on dealing with Related Party Transactions has been placed on the Company'swebsite and can be accessed at www.bhansaliabs.com.

7. PARTICULARS OF LOANS ADVANCES & GUARANTEES GIVEN INVESTMENTS MADE ORSECURITIES PROVIDED AS PER SECTION 186 OF COMPANIES ACT 2013:

Particulars of loans advances and investments made by Company during the financialyear 2016-17 are stated in Note No. 13 and 14 to Standalone Audited Financial Statementsof Company as annexed to this Annual Report. Company has neither made any investment norprovided any guarantee or Security during the reporting period.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

There was no change in the composition of the Board of Directors during the reportingperiod however the Board has proposed partial revision/ modification in the existingremuneration of Mr. Jayesh B. Bhansali (DIN: 01062853) Executive Director & CFO ofthe Company as stated in the AGM notice forming part of this Annual Report consideringhis outstanding performance in the last fiscal and the enlarged responsibilities beingentrusted upon him by the management from time to time.

Further Mr. Jayesh B. Bhansali (DIN: 01062853) Executive Director & CFO ofCompany shall retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. a. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of Companyconfirming that they meet with the criteria of Independence as prescribed pursuant to theprovisions of Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of section 152 (6) (e) of the Companies Act 2013none of the Independent Directors are liable to retire by rotation.

b. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directorswith regard to their roles rights responsibilities in the Company nature of theindustry in which the Company operates the business model of the Company etc. The detailsof the Familiarization Programmes as conducted by the Company during last fiscal areavailable on the website of the Company (www.bhansaliabs.com). However during the yearunder review there was no change in the nature of business of the company and itsbusiness vertical/ structure/ operational strategy etc. which would have necessitated afresh Familiarization Programme for Independent Directors.

9. DISCLOSURES RELATED TO BOARD AND CORPORATE GOVERNANCE REPORT ETC:

a. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (Five) times during financial year 2016-17 viz. 28th May2016; 12th August 2016; 24th September 2016; 10th November2016 and 5th February 2017. The detailed information with regard to thecomposition of Board and its Committee(s) and their respective meetings etc. are stated inthe Corporate Governance Report of Company for sake of brevity which forms part of thisAnnual Report.

b. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadheres to its requisites as set out by the respective authorities. The report onCorporate Governance as stipulated under Regulation 34 read with Schedule V(C) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed vide AnnexureII and forms an integral part of this Annual Report.

The requisite certificate from the Practicing Company Secretary viz. SecretarialAuditor of the Company M/s Rathi & Associates confirming compliance with theconditions of Corporate Governance as stipulated in Part E of Schedule V to the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is appended herewithvide Annexure II (A) and forms an integral part of this Annual Report.

Certificate issued by the Managing Director and Executive Director & CFO of theCompany with regard to certification on Audited Financial Statements of the Company forfinancial year 2016-17 is also annexed herewith vide Annexure II (B) and forms anintegral part of this Annual Report.

The Company has suitably laid down the Code of Conduct for all Board Members and SeniorManagement personnel of the Company in accordance with the provisions of Regulation 17(5)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the saidCode is also available on the website of the Company (www.bhansaliabs.com). Thedeclaration by CEO i.e. Managing Director of Company related to the compliance ofaforesaid Code of Conduct is also attached herewith vide Annexure II (C) and formsan integral part of this Annual Report.

10. COMPANY POLICIES:

In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the following policies. All the Policies are available on Company's website(www.bhansaliabs.com) under the Policies and Procedures sub-caption of the InvestorCaption. The policies are reviewed periodically by the Board and updated based on need andrequirements.

Name of the Policy Brief description
Whistle Blower or Vigil Mechanism Policy The Policy is meant for directors stakeholders and employees etc. of the Company to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics etc.
Policy for Related Party Transactions The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents The policy deals with the retention of corporate records of Company.
Policy for determination of materiality of events This policy applies for determining and disclosures of material events taking place in the Company.
Archival policy The policy deals with the retention and archival of corporate records of Company for a particular period as may be applicable.
Code of conduct for Director(s) and Senior Management Personnel The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical moral and legal conduct in the business affairs.
Nomination and Remuneration Policy The policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other employees covered under the prescribed criteria if any.
Corporate Social Responsibility Policy The policy outlines the Company's strategy to bring about a positive impact on society through its activities/ programmes relating to Health Happy Childhood Education Social welfare activities Hunger eradication Environmental Sustainability Promoting Gender Equality Upliftment for deserving and underprivileged sections of society Promotion of sport Art & Culture etc.
Code of Conduct for Prohibition of Insider Trading The Policy provides framework for dealing with the securities of Company in mandated manner.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is conscious of its responsibility towards the society as a corporatecitizen. During the F.Y. 2016-17 the Company was required to spend a total amount of Rs.23.23 Lakh towards its CSR activities and the entire sum has been spent within the F.Y.2016-17 itself towards Educational/ Skill development programmes/ social welfareactivities for general public/ creating permanent infrastructure pertinent thereto/vocational training programmes/ construction of lavatory and promotion of Art and Cultureetc. by providing a sum of Rs 20.73 lakh to Bhansali Vidya Mandir Public School (BVMPS)situated at Bhansali Nagar Satnoor Madhya Pradesh and the balance amount Rs. 2.5 Lakhwas spent towards promotion of Art and Culture activties through Vaish Hostel Agra UttarPradesh.

BVMPS is affiliated to CBSE Board and enjoys a high reputation with cent percentresults in Secondary Board Examination and is known for academic excellenceextra-curricular activities and sports. There are over 985 students enrolled in this Co-Edschool and the students are mostly from the local area. Within the radius of about 5kmthere does not exist any CBSE school which with its spectrum of activities as mentionedabove maintains high disciplinary level while focusing on individual talent development ofeach student. Your Company deems it prudent to support the educational activities throughthis implementing agency BVMPS and contribute towards developing the overall growth of thearea by educating the local inhabitants including the people of deprived sections ofsociety.

The details of CSR expenditure for F.Y. 2016-17 is annexed herewith vide AnnexureIII and forms an integral part of this Board's Report.

12. COMMITTEES OF THE BOARD OF DIRECTORS:

The details with respect to the Committees of Board of Directors of Company viz. AuditCommittee Nomination and Remuneration Committee Stakeholders' Relationship CommitteeCorporate Social Responsibility Committee and Loan and Investment Committee for the sakeof brevity have been stated in the Corporate Governance Report of the Company formingpart of this Annual Report.

13. PERFORMANCE EVALUATION OF THE BOARD AND IT'S COMMITTEE(S):

Pursuant to the provisions of Companies Act 2013 and Regulation 17 (10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicableprovisions thereto; the Board carried out annual evaluation of each of the directors ofCompany individually (considering the various relevant aspects of the functioning of theBoard including their composition and adequacy etc.) Board's Committee(s) cultureexecution performance obligations governance contribution and quality of participationin the Board and committee proceedings.

The Performance Evaluation of the Independent Directors was done by the entire Board ofDirectors. The performance evaluation of the Chairman Managing Director & ExecutiveDirector was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therequisite details are annexed herewith vide Annexure IV and are alsoavailable at the Registered Office of the Company for inspection during its business hoursupto the date of AGM and any member interested in obtaining such information may directlywrite to the Company Secretary of Company and the same shall be provided on such request.

15. AUDITOR AND THEIR REPORT:

The matters related to Auditor and their Reports are as under:

a. STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s B. L. Dasharda & Associates CharteredAccountants Mumbai (F. R. No. 112615W) the existing Statutory Auditor of the Company hascompleted the maximum tenure that he could hold as the Statutory Auditor of the Companyhence Audit Committee has recommended to the Board for the appointment of new Auditor viz.M/s Azad Jain & Co. Chartered Accountants Mumbai (F. R. No. 006251C) as theStatutory Auditor of Company in place of M/s B. L. Dasharda & Associates to holdoffice for 5 years period viz. from the conclusion of 33rd AGM of Company uptoconclusion of its 38th AGM; subject to approval/ratification of theirappointment by the members in ensuing AGM and subsequent AGMs of the Company as may beapplicable till the expiry of their term. M/s Azad Jain & Co. (FRN- 006251C) haveconfirmed their eligibility to the effect that if their appointment is made by the membersin the ensuing Annual General Meeting it shall be within the prescribed limits and theyhave also confirmed that they are not disqualified for such appointment.

Necessary resolution for appointment of the said Auditor is included in the Notice ofAGM for seeking approval of members.

b. AUDIT REPORT:

The observations made by the Statutory Auditor in their Audit Report read with therelevant notes thereof as stated in the Notes to the Audited Financial Statements ofCompany for the Financial Year ended 31st March 2017 are self explanatory andbeing devoid of any reservation(s) qualification(s) or adverse remark(s) etc do not callfor any further information(s)/ explanation(s) or comments from the Board under Section134(3)(f)(i) of the Companies Act 2013.

c. SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of Companies Act 2013 M/s Rathi andAssociates Practicing Company Secretaries Mumbai have been re-appointed by the Board asSecretarial Auditor of Company for the F.Y. 2017-18.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor in Form No. MR-3 for thefinancial year 2016-17 is annexed herewith vide Annexure V and forms integral partof this Annual Report. The said Secretarial Audit Report being devoid of anyreservation(s) adverse remark(s) and qualification(s) etc. does not call for any furtherexplanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) ofthe Companies Act 2013.

e. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act 2013 the Board hasapproved the reappointment of M/s Joshi Apte & Associates Cost Accountants Pune(Firm Registration No. 000240) as Cost Auditor of Company for carrying out its cost auditof Company for the F.Y. 2017-18 for an Annual Audit Fee/ Remuneration of Rs. 75000/-(Seventy Five Thousand only ) plus applicable Government Taxes and reimbursement oftravelling and actual out of pocket expenses incurred in relation to performance of theirduties.

Necessary resolution for ratification of remuneration payble to the Cost Auditor isincluded in the Notice of ensuing AGM for seeking approval of members.

16. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of Companies Act 2013 read withCompanies (Accounts) Rules 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Companies Act 2013(read with Rule 12 of the Companies [Management and Administration] Rules 2014) theextract of Annual Return is annexed herewith vide Annexure VI in Form No.MGT-9 and forms an integral part of this Board's Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The particulars as required pursuant to the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 with respectto conservation of energy technology absorption foreign exchange earnings and outgo etc.are annexed herewith vide Annexure VII and forms part of this Board Report.

c. RECLASSIFICATION OF CERTAIN PROMOTER AND PROMOTER GROUP SHAREHOLDERS OFCOMPANY TO PUBLIC CATEGORY SHAREHOLDERS:

Certain Promoter and Promoter Group persons of the Company have requested to allowthem to exit from the Promoter and Promoter Group Category; causing to re-classify theirmembership to Public Category Shareholders; as they are neither involved in the decisionprocess of Company nor having any direct or indirect control on its affairs.

Considering the same the Board recommends to the Shareholders for reclassifying thefollowing persons from Promoter and Promoter Group Shareholder Category to Public CategoryShareholder of Company:

a) Ms. Bhavna B. Bhansali

b) Ms. Neetu B. Bhansali

c) Mr. Lalitkumar M. Bhansali

d) Lalitkumar M. Bhansali (HUF)

e) Ms. Pankhidevi L. Bhansali

f) Late Mr. Sawatmal Mishrimal Bhansali (through his legal heir)

g) Ms. Bhamridevi Babulal Sanghvi

Necessary resolution for the aforesaid reclassification is included in the Notice ofAGM for approval of members.

d. ISO 9001:2015 CERTIFICATE :

Company has been accredited with ISO 9001:2015 (Quality Management System) videCertificate no. DI-17030803 dated 08-03-2017.

17. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ activities pertaining to these mattersduring F.Y. 2016-17:

a. Details relating to deposits covered under Chapter V of the Companies Act 2013.

b. Issue of equity shares with differential rights as to dividend voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOP) to employees of the Companyunder any scheme.

d. Instances with respect to voting rights not exercised directly by the employees ofCompany.

Your Directors further state that:

e. Neither the Managing Director nor the Executive Director & CFO of the Companyreceive any remuneration or commission from any other Company.

f. No significant or material orders were passed by the Regulators or Courts orTribunals which can impact the going concern status and Company's operations in future.

g. There has been no change in the nature of business of Company during F.Y. 2016-17.h. Pursuant to the provisions of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 no case pertaining to sexual harassment at workplacehas been reported to Company during F.Y. 2016-17.

i. There was no revision of the financial statements of the Company during FinancialYear 2016-17. j. No fraud has been reported by the Auditor in their Audit Report for F.Y.2016-17 hence the disclosure u/s 134(3) (ca) is not applicable.

18. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 ("the Act") and inrelation to the Audited Annual Financial Statements of Company for the year ended 31stMarch 2017 the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. such accounting policies have been selected and applied consistently and theDirectors have made judgments and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at 31st March2017 and of the profit of Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets ofCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of Company have been prepared on a going concern basis;

e. Internal Financial Controls have been laid down to be followed by Company and thatsuch Internal Financial Controls are adequate and were operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of lawsapplicable to the Company and that such systems were adequate and operating effectively.

19. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place on record their appreciation for the assistancecoordination and cooperation received from the Banks Government Statutory AuthoritiesCustomers Vendors and all Stakeholders of the Company who extended their constantpatronage and support to the Company in its endeavour of consistent growth.

Your Directors would like to express their appreciation to the employees for theircontinuous hard work dedication sincerity and stupendous efforts etc. which contributedto the growth and impressive performance of the Company.

For and on Behalf of the Board
M. C. Gupta
Place: Mumbai Chairman
Date: 26th April 2017 (DIN: 01362556)

Registered Office Address:

401 4th FloorPeninsula Heights

C D Barfiwala Road

Andheri (West) Mumbai- 400 058

CIN : L27100MH1984PLC032637

Tel No. : 022 - 2621 6060

Fax No. : 022 - 2621 6077

E-Mail : investors@bhansaliabs.com

website : www.bhansaliabs.com