BANSAL ROOFING PRODUCTS LIMITED
Regd. Office: 3/2 Labdhi Industrial Estate Acid Mill Compound Rankukteshwar RoadPratapnagar Vadodara- 390004 Tel. No. 0265-2580178 Fax: 0265-2581082 Email:Cs@Bansalroofing.Com Website: www.bansalroofing.com CIN: L25206GJ2008PLC053761
Bansal Roofing Products Limited
3/2 Labdhi Indu. Estate Acid Mill Compound Ranmukteshwar Road PratapnagarVadodara- 390004 Gujarat
Your Directors are pleased to present their 12th Board's Report with theAudited Financial statements for the year ended on 31st March 2020.
1. Financial summary or highlights of performance of the Company
(Amount in Rs.)
|Particulars ||2019-20 ||2018-19 |
|Total Revenue including Other Income ||413229727.00 ||444701719.06 |
|Profit before Finance cost Deprecation & Taxes ||35538739.89 ||34228377.07 |
|(Less): Finance cost ||(766849.00) ||(736485.09) |
|(Less): Depreciation & Amortization Expenses ||(3639673.52) ||(3106415.27) |
|Profit before prior period item & Taxes ||31132217.37 ||30385476.71 |
|(Less): Exceptional & Extra-ordinary Item ||(602220.00) ||(1642799.35) |
|Profit Before Taxes ||30529997.37 ||28742677.36 |
|(Less): Tax Expenses ||(8111762.22) ||(8361064.00) |
|Profit for the Year ||22418235.15 ||20381613.36 |
|Profit available for appropriation ||74972786.75 ||55850351.60 |
|Balance carried to balance sheet ||74972786.75 ||55850351.60 |
|Paid up Capital ||32958000.00 ||32958000.00 |
|Reserves & Surplus ||110544786.75 ||91422351.60 |
All significant accounting policies and material transactions have been disclosed innotes on accounts to the financial statements on 31st March 2020.
2. Certification ISO 9001:2015
Your Company has obtained the quality management systems certifications ISO 9001:2015for manufacture and supply of Pre-engineering Building and its Allied products.
Based on the performance of your Company the Board at its meeting held on 10thJune 2020 recommended a Dividend of Re. 1 (rupee one) per equity share for the FinancialYear ended 31st March 2020. The proposal is subject to the approval ofshareholders of the Company at the General Meeting to be held on Wednesday 30thSeptember 2020. The total dividend for current year is Rs. 3295800. The Dividend ifdeclared by the members at the forthcoming Annual General Meeting will be paid to allthose beneficial owners holding the shares in electronic form as per the beneficialownership made available to the Company by National Securities Depository Limited (NSDL)and the Central Depository Services of India Limited (CDSL) as on Record Date of on 22ndSeptember 2020.
The Company proposes to carry Rs. 22418235.15 to the retained earningsfrom net profits of Rs. 22418235.15. All the requirements as laid down in CompaniesAct 2013 and rules made thereunder are complied with.
5. State of Company's Affairs
Total Turnover of your Company is Rs. 413229727 during Financial Year 2019-20 asagainst the Turnover of 2018-19 Rs. 444701719.06 showing decrease of 7.08% over thePrevious Year. Decrease in turnover was due to increase in number of suppliers in themarket and affect of COVID 19 in global and international market. The management putscontinuous efforts to increase the operational efficiency and turnover. Similarly the NetProfit of your Company during Financial Year 2019-20 is Rs. 22418235.15 as against theNet Profit of 2018-19 Rs. 20381613.36 showing hick of 10% over the Previous Year.
6. Change in Nature of Business
There was no change in nature of business during the year under review.
7. Material Changes and Commitments Affecting the Financial Position of the Company
There are no material changes between the date of balance sheet and the date of thisreport that would affect the financial position of the Company.
8. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future
No significant and Material orders passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operation in future during the financialyear and or subsequent to the close of the financial year of the Company to whichfinancial statement relates and the date of the report.
9. Details in respect of adequacy of internal financial controls with referenceto the financial statements
The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2020.
Further the Board has adopted procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The Management of the Companyand internal auditor checks and verifies the internal control and monitors them inaccordance with.
10. Names of Companies which have become or ceased to be its subsidiaries jointventures or associate Companies during the year along with reasons therefore
The Company has no subsidiaries Joint ventures or associate so there is noquestion of become or caseation have been arises.
Except the exempted deposits the Company has neither accepted nor renewed any depositswithin the purview of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to time during the year underreview.
12. Share Capital
The Paid-up Equity Share Capital of your Company as on 31st March 2020 wasRs. 3 crores comprising of 3295800 Equity Shares of Rs. 10 each. Your Company has notissued any Equity Shares during the Financial Year 2020.
13. Extracts of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of companies(Management and Administration) Rules 2014 the extract of Annual Return in theprescribed from i.e. Form MGT-9 is annexed herewith as "Annexure I" which formpart of annual report. Members may note that the copy of Annual Return will also be madeavailable on the Company's website www.bansalroofing.com/extract-of-annual-return-mgt-9-2/
14 . Conservation of Energy Technological Absorption Foreign Exchange Earningsand Outgo (A) Conservation of energy:
Steps taken/ impact on Conservation of energy with special reference to thefollowing:
(i) Steps taken by the Company for utilizing alternate sources of energy includingwaste generated The Company has set up a Solar plant at factory in the Financial Year16-17 in order to generate and use the electricity in the Factory. It has also installedbio filter waste treatment plant which is used to recycle the water and use the same inour factory.
(ii) Capital Investment on energy conversion equipment's N.A.
(B) Technology Absorption:
1. Efforts in brief made towards technology absorption N.A.
2. Benefits derived as a result of the above efforts for e.g. productsimprovement cost reduction product development import substitution etc N.A.
3. No technology was imported during the last 3 years N.A.
4. Expenditure incurred on Research and Development N.A.
(c) Foreign exchange Earnings and Outgo:
|PARTICULARS ||AMOUNT |
| ||(Rs. In lacs) |
|Foreign Exchange earned in terms of actual Inflows during the year ||73.08 |
|Foreign Exchange outgo during the year in terms of actual Outflows ||0.00 |
15. Corporate Social Responsibility (CSR)
Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore anyfinancial year hence the provisions of section 135 of the Companies Act 2013 are notapplicable.
16. Directors Appointment & Remuneration
The Nomination and Remuneration Committee has laid down the criteria for DirectorsAppointment and Remuneration including criteria for determining qualification positiveattributes and Independence of Director. The following attribute/criteria for selectionhave been laid by the board on the recommendation of committee:
The candidate should possess the positive attributes such as leadershipentrepreneurship or such other attributes which in the opinion of the committee are in theinterest of the Company.
The candidate should be free from any disqualification as provided under sections 164and 167 of Companies Act 2013
The candidate should meet the conditions of being independent as stipulated under thecompanies act 2013
The appointment or re- appointment of a Director is made pursuant to an establishedprocedure which includes assessment of managerial skills professional behaviourtechnical skills and other requirements as may be required by the post.
The Executive and Whole-time Directors of the Company are paid remuneration as pertheir terms and conditions which are approved by the Board after taking into considerationthe recommendations made by Nomination and Remuneration Committee.
17. Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Board its committee andIndividual Directors which include criteria for performance evaluation of Executive andNon-Executive Directors. The Board has carried out an annual performance evaluation of itsown performance the Directors individuals as well as the evaluation of the working of itscommittee. The Board of Directors has expressed their satisfaction with the evaluationprocess.
18. Number of Meetings of Board of Directors
The Board of Directors met four Times (4) in the Board Meeting held during the F.Y.2019-20.
|Name of Director ||Category / Designation of Director ||Number of |
| || ||Meeting Attended |
|Mr. Kaushalkumar S. Gupta ||Chairman and Managing Director ||4/4 |
|Mrs. Sangeeta K. Gupta ||Whole Time Director ||4/4 |
|Mr. Satishkumar S. Gupta ||Whole Time Director ||4/4 |
|Mrs. Beena P. Bisht ||Non-Executive Independent Director ||4/4 |
|Mrs. Shilpa A. Jadeja ||Non-Executive Independent Director ||4/4 |
|Ms. Bhavita D. Gurjar ||Non-Executive Independent Director ||4/4 |
19. Audit Committee and Its Meetings
The Audit Committee comprise of three directors out of which majority directors areIndependent Directors. The Audit Committee met Four Times (4) during the F.Y. 2019-20.
|Name of Director ||Category / Designation of ||Number of |
| ||Director ||Meeting Attended |
|Ms. Bhavita D. Gurjar ||Chairman ||4/4 |
|Mrs. Beena P. Bisht ||Member ||4/4 |
|Mr. Satishkumar S. Gupta ||Member ||4/4 |
20 . Nomination and Remuneration Committee and Its Meetings
The Nomination and Remuneration Committee comprise of three directors all of whom areNon-Executive Independent Directors. The Nomination and Remuneration Committee met twiceduring the F.Y. 2019-20.
|Name of Director ||Category / Designation of Director ||Number of Meeting Attended |
|Mrs. Shilpa A. Jadeja ||Chairman ||2/2 |
|Mrs. Beena P. Bisht ||Member ||2/2 |
|Ms. Bhavita D. Gurjar ||Member ||2/2 |
21. Stakeholders Relationship Committee and Its Meetings
The Stakeholders Relationship Committee comprise of three Directors majority ofwhom are Non-Executive Independent Directors. The Stakeholders Relationship Committee metfour times during the F.Y. 2019-20.
|Name of Director ||Category / Director ||Designation of Number of Meeting Attended |
|Mrs. Beena P. Bisht ||Chairman ||4/4 |
|Mrs. Shilpa A. Jadeja ||Member ||4/4 |
|Mr. Kaushalkumar S. Gupta ||Member ||4/4 |
22. Annual General Meetings
Details of last three AGM of Company's are as under:
|Sr. No. ||AGM No. ||Date ||Place |
|1. ||Eleventh ||30/08/2019 ||Hotel Express Residency 18/19 Alkapuri |
| || || ||Society Dr. Rustom Cama Marg Vadodara |
|2. ||Tenth ||21/08/2018 ||Hotel Express Residency 18/19 Alkapuri |
| || || ||Society Dr. Rustom Cama Marg Vadodara |
|3. ||Ninth ||18/08/2017 ||Hotel Express Residency 18/19 Alkapuri |
| || || ||Society Dr. Rustom Cama Marg Vadodara |
23. Details of Establishment of Vigil Mechanism for Directors and Employees:
The Company has framed a Whistle Blower Policy in terms of Listing Agreement and thesame may be accessed on the Company's website.
24. Loan Guarantee and Investment by Company (Section 186)
The Company has not given any Loan or Guarantee or security or made any investmentduring the financial year.
25. Related Party Transaction
During the year under review all the related party transactions were in the ordinarycourse of the business and on arm's length basis. Those transactions were placed beforethe Audit committee of Directors for prior approval in the form of omnibus approval asprovided in SEBI (LODR) Regulation.
Related party transactions under Accounting Standard 18 are disclosed in the notes tothe financial statement and also mentioned in Annexure Form AOC-2 pursuant to clause (h)of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules 2014attached as 'ANNEXURE-III'' to this report.
M/s. Santlal Patel & Co. Chartered Accountants bearing FRN- 113888W the Company'sStatutory Auditors of the Company hold the office in accordance with the provisions ofthe act at this Annual General Meeting and being eligible for Re- appointment as requiredunder the provisions of Section 139 of Companies Act 2013 from the conclusion of thisAnnual General Meeting till the conclusion of 12th Annual General Meeting ofthe Company at a remuneration as may be decided by the board.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation and adverse remark.
Reporting of Frauds:
There have been no instances of fraud reported by Statutory Auditors under Section143(12) of the Act and rules framed thereunder either
Pursuant to the provision of section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Company has re-appointed M/s V.M. Dalal & Associates.Chartered Accountants Vadodara (FRN- 145595W) as an Internal Auditor of the Company forthe Financial Year 2020-21 by the Board of Directors upon recommendation of the Auditcommittee.
Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasreappointed M/s. D. R. Desai & Co. Practicing Company Secretaries Vadodara bearingFRN- 11332 to undertake the Secretarial Audit of the Company for the Financial Year2019-20.
The Secretarial Auditor has submitted his report on Secretarial Audit conducted by himwhich is annexed to this report as "ANNEXURE- II''. There is no qualificationreservation or adverse remark in the secretarial report submitted by the auditor.
Explanation or Comments on disqualifications reservations adverse remarks ordisclaimers in the Auditor's Reports;
There have been no disqualifications reservations adverse remarks or disclaimers inthe Auditor's reports requiring explanation or comments by the Board.
27. Maintenance of Cost Record
As per the audited balance sheet of the Company turnover of the Company during thefinancial year 2019-20 exceeds 35 crores so maintenance of cost record is applicable tothe Company. But with reference to the Rule 3 of Companies (Cost Record and Audit) Rules2014 maintenance of cost record is not applicable to the Companies covered under Microand Small enterprise as per MSMED Act 2006.
28. Corporate Governance Report
Corporate Governance provisions are not applicable to your Company pursuant to ChapterIV (OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES) of Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015.
29. Management Discussion and Analysis Report
A report on Management Discussion and Analysis as required in terms of Regulation34(2) of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulations 2015 form part of this report. It deals with the businessoperations and Financial performance Research and Development Expansion &Diversification Risk Management etc.. is enclosed as per "Annexure IV".
30. Risk Management Policy
The Management has put in place adequate and effective system and man power for thepurpose of Risk Management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.
31. Director Responsibility Statement
Pursuant to the requirement of section 134(5) of the Companies Act 2013 theDirector's here by confirm that:
I. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure.
II. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are responsible and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theprofit and loss of the Company for that period.
III. 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 the fraud and irregularities.
IV. The Directors had prepared the annual accounts on a going concern basis.
V. The Directors in case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.
VI. The Directors had devised the proper system to ensure the compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
32. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has in place an anti-harassment policy in line with the requirements of theSexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly andare monitored by women line supervisors who directly report to the chairman of thecommittee.
33. Declaration by Independent Director
The Independent Directors of the Company have given the declaration to the Company thatthey meet the criteria of independence as provided in section 149(6) as well as underregulation 25 of (LODR) Regulation 2015. There has be no change in the circumstanceswhich may affect their status as Independent Director during the year.
34. Directors or Key Managerial Personnel Appointment & Resignation
As per the Article of the Association of the Company one third strength of the Boardis required to retire by rotation at the ensuing Annual General Meeting. Mrs. Sangeeta K.Gupta are liable to retire by rotation at the ensuring general meeting. Mr. Satishkumar S.Gupta was re-appointed as a Retiring Director by the members at their 11thAnnual General Meeting held on 30th August 2019.
Mr. Satishkumar S. Gupta has resigned from the post of Whole-Time Director at the dulyconvened Board Meeting on 24th August 2020 due to his health issues.
The Board of Directors at the duly convened Board Meeting on 24th August2020 appointed Mr. Kailash Gupta having DIN No. 08789543 as an Additional Director of theCompany who will hold the office till the ensuring Annual General Meeting scheduled to beheld on 30th September 2020.
35. Revision of Financial Statements or Board's Report
The Company has not made any modification or alteration in its Financial Statement /Board Report in respect of last Four Years.
36. Disclosure Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of the
Companies (Appointment & Remuneration) Rules 2014
1. the ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year
|Name of Directors ||Ratio: |
|Mr. Kaushalkumar S. ||15.72:1 |
|Gupta || |
| ||1.44:1 |
|Mrs. Sangeeta K. || |
|Gupta || |
2. Percentage increase in Remuneration of each director chief financial officer chiefexecutive officer company secretary or manager if any*
|M.D. ||W.T.D. ||C.S. ||CFO |
|5.26% ||14.58% ||24.23% ||10.39% |
|3. ||Percentage increase in the median remuneration of employees in the financial year ||4.60% |
|4. ||Number of permanent employees on the rolls of Company ||29 |
|5. ||Average Percentile increase already made in the salaries of employees other than managerial personnel in last financial year and Its comparison with percentile increase in managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration. ||Average percentile increase already made in salaries of employees other then managerial personnel in the last financial year was 14.78% and average percentile increase in remuneration of managerial personnel was 7.81%. Average increase in remuneration of both managerial and non- managerial personnel were determined based on the overall performance of the Company. |
|6. ||Affirmation ||It is affirmed that remuneration is as per the |
| || ||Nomination & Remuneration policy of the Company |
* the remuneration of each KMPs are taken on gross basis.
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company as no employee is in receipt ofthe remuneration exceeding the limits specified in Rule 5(2).
It hereby affirms that the remuneration is as per the remuneration policy of theCompany.
36. Disclosure Pursuant to Section 197(14) of The Companies Act 2013
No Managing Director or Whole- Time Director of the Company was in receipt of anyremuneration or commission from the Company's Holding or Subsidiary companies during thefinancial year.
37. Performance and Financial Position of Each of the Subsidiaries Associates andJoint Venture
There are no Subsidiaries Associates and Joint Venture of the Company.
38. Directors Training
The Directors are regularly informed during the meetings of the Board and theCommittees of the activities of the Company its operations and issues facing the metalindustry. Considering the long association of the Directors with the Company and theirseniority and expertise in their respective areas of specialisation and knowledge of themetal industry their training and familiarization were conducted in the below mentionedareas:
The Roles Rights Responsibilities and Duties of Independent Directors
Business Development strategy & plans
Changes brought in by the introduction of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015
Changes in Securities and Exchange Board of India (Listing obligations and DisclosuresRequirements) Regulations 2015
39. Audit Committee
The audit committee of the Company comprises of three Directors majority of which areNon-Executive Independent Directors.
The composition Role terms of reference as well as power of the Audit Committee arein accordance with the provisions of Regulation 18 of the Securities Exchange Board ofIndia (Listing obligations and Disclosures Requirement) Regulations 2015 and section 177of the Companies Act 2013 and rules framed there under.
The details of all related party transactions are placed periodically before the AuditCommittee. All the recommendation made by the Audit Committee were accepted by the Board.The
Company has in place vigil mechanism; the details of which are available on theCompany's website.
40. Nomination and Remuneration Committee
In compliance with section 178 of the Companies Act 2013 your Company has in place
'Nomination and Remuneration Committee". The powers role and terms ofreference of the
Nomination and Remuneration Committee cover the areas as contemplated under regulation19 of Securities and Exchange Board of India (Listing obligation and DisclosureRequirement)
Regulations 2015 and section 178 of Companies Act 2013 and Rules and Regulationsframed thereunder besides other terms as may be referred by the Board of Directors.
41. Secretarial Standards
In terms of clause no. 9 of revised SS-1 (Revised Secretarial Standards on Meetings ofBoard of Directors effective from 01.10.2017) your Directors state that the Company hasbeen compliant of applicable Secretarial Standards during the year under review.
The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the State Bank of India HDFC Bank YES Bank and all other statutory andnon-statutory agencies for their co-operation. The Board of Directors also wish to placeon record their gratitude and appreciation to the members for their trust and confidenceshown in the Company. The Board of Directors would like to especially thank all theemployees of the Company for their dedication and loyalty.
|For and on Behalf of the Board |
|Bansal Roofing Products Limited |
|Kaushalkumar S. Gupta |
|Chairman & Managing Director |
|DIN: 02140767 |
|Date: 24/08/2020 |
|Place: Vadodara |