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Bansal Roofing Products Ltd.

BSE: 538546 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE319Q01012
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NSE 05:30 | 01 Jan Bansal Roofing Products Ltd
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VOLUME 3000
52-Week high 45.00
52-Week low 22.55
P/E 6.05
Mkt Cap.(Rs cr) 14
Buy Price 33.60
Buy Qty 3000.00
Sell Price 48.00
Sell Qty 6000.00
OPEN 42.00
CLOSE 42.00
VOLUME 3000
52-Week high 45.00
52-Week low 22.55
P/E 6.05
Mkt Cap.(Rs cr) 14
Buy Price 33.60
Buy Qty 3000.00
Sell Price 48.00
Sell Qty 6000.00

Bansal Roofing Products Ltd. (BANSALROOFING) - Director Report

Company director report

To

The Members

Bansal Roofing Products Limited

3/2 Labdhi Indu. Estate Acid Mill Compound Ranmukteshwar Road PratapnagarVadodara- 390004 Gujarat

Your Directors are pleased to present their Eleventh Board's Report with the AuditedFinancial statements for the year ended on 31st March 2019.

1. Financial summary or highlights of performance of the Company

(Amount in Rs.)

Particulars 2018-19 2017-18
Total Revenue including Other Income 444701719.06 327270463.60
Profit before Finance cost Deprecation & Taxes 34228377.07 20822516.94
(Less): Finance cost (736485.09) (2465431.49)
(Less): Depreciation & Amortization Expenses (3106415.27) (2525953.19)
Profit before prior period item & Taxes 30385476.71 15831132.26
(Less): Exceptional & Extra-ordinary Item (1642799.35) (1241307.00)
Profit Before Taxes 28742677.36 14589825.26
(Less): Tax Expenses (8361064.00) (3789590.12)
Profit for the Year 20381613.36 10800235.14
Profit available for appropriation 55850351.60 37116655.24
Balance carried to balance sheet 55850351.60 37116655.24
Paid up Capital 32958000.00 32958000.00
Reserves & Surplus 91422351.60 72688655.24

All significant accounting policies and material transactions have been disclosed innotes on accounts to the financial statements on 31st March 2019.

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.

3. Dividend

Based on the performance of your Company the Board at its meeting held on 11th May2019 recommended a Dividend of Re. 1 (rupee one) per equity share for the Financial Yearended 31st March 2019. The proposal is subject to the approval of shareholders of theCompany at the General Meeting to be held on Friday 30th August 2019. The total dividendfor current year is Rs. 3295800. The Dividend if declared by the members at theforthcoming Annual General Meeting will be paid to all those beneficial owners holdingthe shares in electronic form as per the beneficial ownership made available to theCompany by National Securities Depository Limited (NSDL) and the Central DepositoryServices of India Limited (CDSL) as on Record Date of 20th August 2019.

4. Reserves

The Company proposes to carry Rs. 20381613.36 to the retained earningsfrom net profits of Rs. 20381613.36. All the requirements as laid down in CompaniesAct 2013 and rules made thereunder are complied with.

5. State of Company's Affairs

Your Company has achieved the Total Turnover of Rs. 444701719.06 during FinancialYear 2018-19 as against the Turnover of 2017-18 Rs. 327270463.60 showing an increase of35.88% over the Previous Year. The management puts continuous efforts to increase theoperational efficiency and turnover. Similarly the Net Profit of your Company duringFinancial Year 2018-19 is Rs. 20381613.36 as against the Net Profit of 2017-18 Rs.10800235.14 showing hick of 88.71% 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 Between the Date of The Balance sheet and The Dateof The Report:

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 place adequate and effective Internal Financial control withreference to Financial Statements

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.

11. Deposits

Except the exempted deposits the Company has neither accepted nor renewed any depositswithin the meaning of Companies (Acceptance of Deposits) Rules 2014.

12. Share Capital

The Paid-up Equity Share Capital of your Company as on 31st March 2019 was Rs. 3crores comprising of 3295800 Equity Shares of Rs. 10 each. Your Company has not issued anyEquity Shares during the Financial Year 2018-19.

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" whichform part of annual report.

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:

1. Steps taken by the Company for utilizing alternate sources of energy including wastegenerated The Company has set up a Solar plant at factory in the Financial Year 16-17 inorder to generate and use the electricity in the Factory. It has also installed bio filterwaste treatment plant which is used to recycle the water and use the same in our factory.

2. 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 36.82
Foreign Exchange outgo during the year in terms of actual Outflows 0.17

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:

1. 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.

2. The candidate should be free from any disqualification as provided under sections164 and 167 of Companies Act 2013

3. The candidate should meet the conditions of being independent as stipulated underthe companies act 2013

4. 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.

5. 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.2018-19.

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. 2018-19.

Name of Director Category / Designation of Number of Meeting Attended
Director
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. 2018-19.

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. 2018-19.

Name of Director Category / Designation of Director 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. Tenth 21/08/2018 Hotel Express Residency 18/19 Alkapuri Society Dr. Rustom Cama Marg Vadodara
2. Ninth 18/08/2017 Hotel Express Residency 18/19 Alkapuri Society Dr. Rustom Cama Marg Vadodara
3. Eighth 12/09/2016 Hotel Express Towers Alkapuri 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 during the financial yearbut the Company has made investment of its surplus fund to Mutual Fund Account within thelimit specified under section 186 of the Companies Act 2013.

25. Auditors

Statutory Auditor:

M/s. Santlal Patel & Co. Chartered Accountants bearing FRN - 113888W theCompany's Statutory Auditor of the Company hold the office in accordance with theprovision of the act and whose tenure is going to end at this Annual General Meetingbeing eligible for Re- appointment subject to the approval of members at AGM for furthertenure of next Five years as required under the provision of Section 139 of Companies Act2013 from the conclusion of this Annual General Meeting till the conclusion of SixteenthAnnual General Meeting of the 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.

Internal Auditor:

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 2019-20 by the Board of Directors upon recommendation of the Auditcommittee.

Secretarial Auditor:

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 Secretary Vadodara bearingFRN- 11332 to undertake the Secretarial Audit of the Company for the Financial Year2018-19.

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.

26. Related Parties 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.

27. Maintenance of Cost Record

As per the audited balance sheet of the Company turnover of the Company during thefinancial year 2018-19 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

Mrs. Sangeeta K. Gupta was re-appointed as a Retiring Director by the members at their10th Annual General Meeting held on 21st August 2018. There was no other changes in theDirectors and Key Managerial Personnel during the Financial Year 2018-19.

35. Revision of Financial Statements or Board's Report

The Company has not made any modification or alteration in its Financial Statement /Board's 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

Sr. No.

Particulars

1. the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year

Name of Directors

Ratio:
Mr. Kaushalkumar S. Gupta 15.62:1
Mrs. Sangeeta K. Gupta 1.32:1
2. Percentage increase in Remuneration of each director chief financial change officer chief executive officer company secretary or manager if any* M.D. W.T.D. C.S.** CFO
18.75% No 4.78% 16.63%
3. Percentage increase in the median remuneration of employees in the financial year 3.42%
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 7.54% and average percentile increase in remuneration of managerial personnel was 17.05%. 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.

** CS Remuneration for 2017-18 includes remuneration of Ms. Krupali Joshi - 5 months(April to August) and Ms. Archi Shah - 7 Months (September to March).

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 Companies

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 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 contemplatedunder regulation 19 of Securities and Exchange Board of India (Listing obligation andDisclosure Requirement) Regulations 2015 and section 178 of Companies Act 2013 and Rulesand Regulations framed thereunder besides other terms as may be referred by the Board ofDirectors.

41. ACKNOWLEDGEMENT:

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

Place: Vadodara Date: 24/07/2019

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