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Bang Overseas Ltd.

BSE: 532946 Sector: Industrials
NSE: BANG ISIN Code: INE863I01016
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VOLUME 9328
52-Week high 63.40
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P/E
Mkt Cap.(Rs cr) 23
Buy Price 15.50
Buy Qty 500.00
Sell Price 17.25
Sell Qty 25.00
OPEN 16.75
CLOSE 17.50
VOLUME 9328
52-Week high 63.40
52-Week low 14.90
P/E
Mkt Cap.(Rs cr) 23
Buy Price 15.50
Buy Qty 500.00
Sell Price 17.25
Sell Qty 25.00

Bang Overseas Ltd. (BANG) - Director Report

Company director report

To

The Members of

Bang Overseas Limited

Your Directors take pleasure in presenting their 26th Annual Report ofthe Company together with the Audited Financial Statement for the year ended 31st March2018.

FINANCIAL RESULTS:

(Rs. In Lacs)

Description

Standalone

Consolidated

Year Ended 31.03.18

Year Ended 31.03.17

Year Ended 31.03.18

Year Ended 31.03.17

Revenue

16881

15907.94

18712

17503.80

Other Income

422

331.88

444

364.38

Total Expenditure

17303

16239.82

19517

17868.19

Earnings before Interest Depreciation and Tax (EBIDT)

677

938.92

1114

1052.33

Less: Interest

93

140.06

118

162.66

Earnings Before Depreciation and Tax (EBDT)

584

798.86

996

889.67

Less: Depreciation

210

217.05

214

224.39

Profit before Tax (PBT)

374

581.81

782

665.28

Less: Adjustment of Exceptional Item

0.00

0.00

415

79.96

Profit/ (Loss) before Tax after Exceptional items

374

581.81

367

585.32

Less: Tax Provision (Current Deferred FBT and Earlier Year adjustment)

44

201.59

48

205.64

Profit/(Loss) after Tax (PAT)

330

380.22

319

379.68

PERFORMANCE REVIEW:

Standalone

During the year under review the Company has achieved revenue of

Rs. 16881 Lacs as against Rs. 15907.94 Lacs in previous year. TheCompany has incurred a Net Profit after tax of Rs. 330 Lacs as against Net Profit aftertax of Rs. 380.22 Lacs for the corresponding previous financial year. Due to Favourablemarket conditions the turnover of your company has been increased. Your directors arehopeful for better sales realization and profit in the next year.

Consolidated

During the year under review the Company has achieved revenue of

Rs. 18712 Lacs as against Rs. 17503.80 Lacs in previous year. TheCompany has incurred a Net profit after tax of Rs. 319.00 Lacs as against Net profitprevious financial year.

DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve the resources for increasing business operations

Your Director do not recommend any dividend for the year under andreview. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closedfrom September 22 2018 to September 28 2018 (both days inclusive).

The Annual General Meeting of the Company will be held on September

28 2018.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments occurred which affectingthe financial position of the Company between the end of the financial year and as on thedate of this report. after tax of Rs. 379.68 lacs for the corresponding

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

Therearenosignificant orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statementsas designed and implemented by the Company are adequate.

During the year under review no material or serious observation hasbeen received from the Internal Auditors of the Company for inefficiency or inadequacy ofsuch controls.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act 2013 and Accounting Standard (AS)- 21 on Consolidated Financial Statements read with AS - 23 on

Accounting for Investments in Associates the Audited ConsolidatedFinancial Statement is provided in the Annual Report.

Business Outlook Operations and Performance are discussed in detail inthe Management Discussion & Analysis forming a part of this Report and have not beenincorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review your Company has following subsidiaries:

1. Vedanta Creations Limited

2. Bang Europa s.r.o.

3. Bang HK Limited

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of financial statements of subsidiariesassociates and joint venture companies in Form AOC-1 is annexed as Annexure A to thisreport. The Company does not have any material subsidiary. The policy for determiningmaterial subsidiaries framed by the Board of Directors is available on website of the

Company at the link http://www.banggroup.com/images/BOL_Policy_for_Determining_Material_Subsidiary.pdf

The separate audited financial statements in respect of each of thesubsidiary companies for the year ended March 31 2018 is placed on the

Company's website www.banggroup.com and shall also be kept openfor inspection at the Registered Office of the Company. The Company will also makeavailable these documents upon request by any Member of the Company interested inobtaining the same.

DEPOSITS:

During the year under review your Company did not accept any depositsin terms of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014. No amounts were outstanding which were classified as Deposit underthe applicable provisions of the Companies Act 2013 as on the balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Social Welfare Activities has been an integral part of the Companysince inception. The Company is committed to fulfill its social responsibility as a goodcorporate citizen. In conformity with the provisions of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

In conformity with the provisions of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 theCompany has a CSR Committee which presently comprises of Mr. Brijgopal Bang as Chairmanand Mrs. Anuradha Paraskar & Mrs. Swati Sahukara as its members. The Committee isresponsible for formulating and monitoring the CSR policy of the Company. CSR activitiesas per the provisions of the Companies Act

2013 may be undertaken by the Company through a registered trust or aregistered society. The CSR policy as adopted by the Company can be viewed on the websiteof the Company viz: http://www.banggroup.com/ images/BOL_CSR_Policy.pdf

As per the provisions of section 135 read with the Section 198 of theCompanies Act 2013 the Company does not have CSR Obligation for the year 2017-18.Accordingly there has been no meeting of CSR

Committee held during the year. The Annual report on the CSR activitiesundertaken by the Company is annexed to this report as Annexure -B.

AUDITORS AND THEIR REPORTS:

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

STATUTORY AUDITORS:

Pursuant to the provision of the section 139 of the Companies Act 2013and the rules framed thereunder M/s. Bhatter & Company Chartered

Accountants (Firm Registration No. 131092W) have been appointed asstatutory auditors of the Company for an initial term of five the conclusion of the 25thAnnual General Meeting of the Company held on 29/09/2017 till the conclusion of the 30thAnnual General Meeting of the Company subject to the ratification of their appointment atevery Annual General Meeting.

They have confirmed their eligibility under Section 141 of the Act andthe Rules framed thereunder. The Board recommended to the members the ratification of theappointment of the statutory auditors for the remaining term on such remuneration as maybe fixed by the Board

A resolution seeking their appointments forms part of the Noticeconvening the 26th Annual General Meeting and the same is recommended for yourconsideration and approval.

The observations made in the Auditors' Report read together withrelevant notes thereon are self-explanatory and hence do not call for any further commentsunder Section 134 of the Companies Act 2013.

The notes on accounts referred to the Auditor's Report areself-explanatory and there has been no qualification/remark made thereunder and thereforethe same does not call for any further comments/ explanation from the Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has in compliance with theprovisions of section 204 of the companies Act 2013 appointed M/s.

Kothari H. & Associates Practicing Company Secretary to carry outsecretarial audit of the company for the financial year 2017-18.

Secretarial Audit Report as per Section 204 of Companies Act 2013 isannexed as Annexure C to this report. There are adverse remarks in the said report.

DIRECTORS COMMENT ON SECRETARIAL AUDITOR'S ADVERSE REMARKS INSECRETARIAL AUDIT REPORT:

As the Secretarial Auditors has marked adversely in their reportrelated to composition of the various committees and Maintenance of hundred percent ofshareholding of promoter(s) and promoter group in dematerialized form.

At present Company is in compliance with the Regulation 17 18 and 19of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015 relatedto the composition of the various committees and the management will make necessaryefforts to maintain hundred percent of shareholding of promoter(s) and promoter group indematerialized form.

SHARE CAPITAL:

The Company has not issued any equity shares with differential rights /sweat equity shares/ employee stock options or not made any provision of its own shares byemployees or by trustees for the benefit of employees during the financial year 2017-

The Company has not made any purchase or provision of its own shares byemployees or by trustees for the benefit of employees during the financial year 2017-18.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

Information relating to conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of theCompanies Act 2013 is given by way of Annexure D to this Report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3)(a) of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 andRule 12 of Companies (Management & Administration) Rules 2014 is annexed hereto asAnnexure E forms part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel:

Pursuant to provisions of section 152(6) of the Companies Act 2013Mr. Raghvendra Bang retires by rotation at the ensuing

Annual General Meeting and being eligible offer himself forreappointment.

Mrs. Anuradha Paraskar has been appointed as an Additional

Independent Director of the Company with effect from 15.02.2018 in theBoard of Directors Meeting held on 14.02.2018 and will be confirmed as IndependentDirector in the ensuing Annual General

Meeting.

Mr. Vijay Ajgaonkar disqualified u/s. 164 of the Companies Act 2013 Asper Ministry of Corporate Affairs (MCA) circular dated 06.09.2017 and therefore he ceasedto be director of the Company w.e.f. 06.09.2017.

Mr. Purshottam Bang has vacated the Office of Director with effect from30.05.2017 under section 167 of the Companies Act 2013 as he has not attended any BoardMeeting during the period of 12 months from the date of the last attended meeting.

B) Declaration by an Independent Director(s) and re- appointment ifany:

All Independent Directors have given declarations that they meet thecriteria of independence as laid down sub- section

(6) of section 149 of the Companies Act 2013 and regulation 16(b) ofSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 read with rulesthereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee.

While independent directors in their separate meeting have carried outto assess the performance of Chairman & MD and other Directors of the Board moreparticularly about their business acumen and contribution to the Company the performanceevaluation of the Independent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with theevaluation process functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of duties obligationsresponsibilities and governance.

D) Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has put in place a FamiliarizationProgramme for Independent Directors to familiarize them with the working of the Companytheir roles rights and responsibilities vis--vis the Company the industry in which theCompany operates business model etc.

Details of the Familiarization Programme are explained in the

Corporate Governance report and also available at http://www.banggroup.com/images/Details_of_Familiarization_Programme_imparted_to_Independent_Directors.pdf

NUMBER OF MEETINGS OF THE BOARD:

The Board met five times during the financial are given in theCorporate Governance report that forms part of this Annual Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Additionally during the financial year ended March 31 2018 a separatemeeting of the Independent Directors was held in compliance with the requirements of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

PARTICULARS OF LOANS GUARANTEES & INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under theprovisions of section 186 of the Companies Act 2013.

The details of the investments made by company is given in the notes tothe financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Policy on Related Party Transactions which is also available onCompany's website at the link http://www.banggroup.com/images/policies/BOL_Policy_on_Related_party_ transaction.pdf

The policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties.

This Policy specifically deals with the review and approval of Material

Related Party Transactions keeping in mind the potential or actualconflicts of interest that may arise because of entering into these transactions. AllRelated Party Transactions are placed before the Audit Committee for review and approvaland wherever applicable omnibus approvals are obtained for Related Party Transactions. Astatement of all such related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature and value of these transactions.

Particulars of contracts or arrangements with related parties referredto in section 188(1) of the companies act 2013 in the prescribed Form AOC-2 is appendedas Annexure F to the Board Report.

PARTICULARS OF EMPLOYEES:

The information as required under the provisions of Section 197(12) ofthe Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexedas from

Annexure G

During the financial year 2017-18 there were no employee in the

Company whose particulars are required to be given in terms 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.

VIGIL MECHANISM:

The Board has framed a Whistle Blower Policy/ Vigil Mechanismthedetails ofwhich which is in line with the provisions of section 177 of the CompaniesAct 2013 read with Regulation 22 of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015. Further details in respect of the vigil mechanism areprovided in the corporate governance report which forms part of Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has framed a Nomination and Remuneration Committee inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Kindlyrefer section on

Corporate Governance under the head ‘Nomination RemunerationCommittee' for matters relating to constitution meetings functions of the Committeeand the remuneration policy formulated by this Committee. The Nomination &Remuneration policy is annexed hereto as Annexure H and forms part of this report.

AUDIT COMMITTEE:

An Audit Committee is in existence in accordance with the provisions ofSection 177 of the Companies Act 2013 Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Kindly refer to the section on Corporate Governance under the head‘Audit Committee' for matters relating to constitution meetings and functionsof the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee is in existence in accordancewith the provisions of section 178 of the Companies Act 2013 and Regulation 20 of theSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 Kindly refer tothe section on

Corporate Governance under the head ‘Stakeholders RelationshipCommittee' for matters relating to constitution meetings and functions of theCommittee.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by SEBI. TheCompany has implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 regarding

Corporate Governance. A Report on the Corporate Governance andPracticing Company Secretary's Certificate on Compliance of

Corporate Governance are annexed as a part of this Annual Report forthe information of the Shareholder's. The Company has also obtainedtherequisitecertificate Managing Director of the Company.

The Managing Director's declaration regarding Compliance withCompany's Code of Conduct for Directors and Senior Management Personnel forms a partof the Report on Corporate Governance.

LISTING:

At present the Company's Equity Shares are listed at NationalStock

Exchange of India Limited and BSE Limited and the Company has paid theListing fees to the above Exchanges for the year 2018-19.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of the financial condition andresults of the operations of the Company for the year under review as stipulated underSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 with the StockExchanges. is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(C) of the Companies Act 2013 the Board ofDirectors of the Company confirms that-

a. In preparation of the Annual Accounts for the year ended March

31 2018 the applicable accounting standards have been followed alongwith proper explanation relating to material departures; b. The Directors had selectedsuch Accounting Policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the loss of the company for theyear ended on that date; c. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. The Directors had prepared the Annual Accounts on a going concernbasis; and e. The Directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively. f. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner. Your Companyperiodically assesses risks in the internal and external environment along with the costof rating risks and incorporates risk treatment plans in strategy business andoperational plans.

As per Section 134(3)(n) of the Companies Act 2013 The Board of

Directors have approved the Risk Management Policy for the company.Some of the risks which may pose challenges are set out in Management Discussion andAnalysis Report which forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and Redressal of sexual harassment atworkplace in line with the provisions of Sexual

Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed there under. During the financial year 2017-18the Company has received nil complaints on sexual harassment.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations.

During the year such controls were tested and no reportable materialweakness in the design or operations were observed. The Company has policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.

INDIAN ACCOUNTING STANDARDS (IND AS) – IFRS CONVERGED STANDARDS:

Indian Accounting Standard (Ind AS) As mandated by the Ministry ofCorporate Affairs the Company has adopted Indian Accounting

Standards (‘Ind AS') from 1st April 2017 with a transitiondate of 1st April 2016. The financial results for the year 2017-18 have been prepared inaccordance with Ind AS prescribed under Section 133 of the Companies Act 2013 read withthe relevant rules issued thereunder and the other recognized accounting practices andpolicies to the extent applicable. The Financial Results for all the periods of 2017-18presented have been prepared in accordance with Ind AS. The Company time with effect fromApril 01 2017 hasadopted"INDAS"forthefirst with the comparatives for theperiods ending March 31 2017.

SECRETARIAL STANDARDS:

Pursuant to the approval given on 10th April 2015 by the CentralGovernment to the Secretarial Standards specified by the Institute of

Company Secretaries of India the Secretarial Standards on Meetings ofthe Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July2015. The said standards were further amended w.e.f. 1st October 2017. The Company is incompliance with the same.

ACKNOWLEDGEMENT:

The Director sincerely appreciates the contributions made by all theemployees associates and business partners who have contributed towards the success ofthe Company. The Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels.

For and on behalf of the board of directors

Sd/- Brijgopal Bang DIN: 00112203 Chairman & Managing Director

Place: Mumbai Date: August 13 2018