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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 9000
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P/E 8.99
Mkt Cap.(Rs cr) 11
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Sell Price 0.00
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OPEN 28.00
CLOSE 32.00
VOLUME 9000
52-Week high 72.50
52-Week low 28.00
P/E 8.99
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bansal Roofing Products Ltd. (BANSALROOFING) - Director Report

Company director report

BANSAL ROOFING PRODUCTS LIMITED

Formerly Known as: Bansal Roofing Products Private Limited Bansal Roofing PrivateLimited

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

TO

The Members

BANSAL ROOFING PRODUCTS LIMITED 3/2 Labdhi Indu. Estate Acid Mill CompoundRanmukteshwar Road Pratapnagar Vadodara- 390004

Your Directors are pleased to present their Ninth Board's Report together with theAudited Financial statements for the year ended 31st March 2017

1. EXTRACT OF ANNUAL RETURN {Section 92(3)}

In Form MGT-9 enclosed as Annexure I.

2. NUMBER OF BOARD MEETINGS: (section 134)

The Board of Directors duly met 4 times on 26/05/2016 25/07/2016 07/11/2016 and15/02/2017.

3. DIRECTOR'S 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.

4. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR: (Section 134)

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.

5. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTOR'SAPPOINTMENT AND REMUNERATION: {SECTION 178(3) AND 178(4)}

The Company has duly established Nomination and Remuneration Committee. The Committeehas presented to the Board the policy with respect to remuneration for the directors keymanagerial personal and employees. The policy is presented as follows:

The appointment or re- appointment of a Director is made pursuant to an establishedprocedure which includes assessment of managerial skills professional behavior technicalskills and other requirements as may be required by the post.

Remuneration:

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.

6. AUDITORS Statutory Auditor:

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 Eleventh Annual General Meeting of theCompany subject to ratification of the members at every Annual General Meeting and at aremuneration 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 appointed M/s D R K K & Associates. CharteredAccountants Vadodara (FRN- 10035W) as an Internal Auditor of the Company in place of M/sVijay Amin & Co. for the Financial Year 2017-18.

7. 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 hasre-appointed M/s. D. R. Desai & Co. Practicing Company Secretaries Vadodara bearingFRN- 11332 to undertake the Secretarial Audit of the Company for the Financial Year2016-17.

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.

8. 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.

9. 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.

Details relating to those transaction have been mentioned in Annexure Form AOC-2pursuant to clause (h) of sub-section (3) of Section 134 read with Rule 8(2) of Companies(Accounts) rules 2014 attached as ANNEXURE-III to this report.

10. FINANCIAL RESULTS:

Amount in Lacs
Particulars Current F.Y. 16-17 Previous F.Y. 15-16
Total Sales & Other Income 2728.73 2253.62
Profit before Finance Cost Depreciation 179.98 142.63
Extraordinary items & Taxes
Less: Finance Cost 30.24 21.10
Less: Depreciation & Amortization Expenses 25.58 17.94
Profit/ Loss Before Prior Period Items and 124.16 103.59
Taxes
Exceptional and Extra Ordinary Items (10.40) (10.40)
Profit/ Loss Before Tax (PBT) 113.76 93.17
Less: Provision for Tax 35.71 28.88
Profit/ Loss After Tax 78.05 64.29
Profit available for appropriation 263.16 185.11
Balance Carried to Balance Sheet 263.16 185.11
Paid Up Capital 219.72 219.72
Reserves & Surplus 399.16 321.11

11. RESERVES:

The Company proposes to carry Rs. 7804844 to the Reserves from Net Profits of Rs.7804844.

All the requirement as laid down in Companies Act 2013 and rules made their under arecomplied with.

12. DIVIDEND:

In view of the need to conserve the resources of the Company the Directors of theCompany do not Recommend Dividend for this year.

13. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET AND

THE DATE OF 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.

14. CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EXCHANGE EARNINGS

AND 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 energyincluding waste generated – The Company has set up a Solar plant at factory in theFinancial Year 16-17 in order to generate and use the electricity in the Factory. It hasalso installed bio filter waste treatment plant which is used to recycle the water and usethe same in our 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. 35.49
Foreign Exchange outgo during the year in terms of actual Outflows 2.52

15. 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.

16. 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 the provisions of section 135 of the Companies Act 2013 are notapplicable.

17. FORMAL ANNUAL EVALUATION:

The formal annual evaluation of Directors is made depending upon Companies EvaluationPolicy.

18. OTHER MATTERS:

Following are the other matters to be covered pursuant to section 134(3) (q) of theCompanies Act 2013 read with rules made thereunder:

Particulars Disclosure
1. Financial summary or highlights The Turnover of your Company for the F.Y. 2016-17 is Rs. 2728.73 Lacs as against the Turnover of the Previous Year i.e. F.Y. 2015-16 Rs. 2253.63 Lacs. The Net Profit for the Financial Year 2016 -17 is 78.05 Lacs as against the Profit for the Previous Year 64.29Lacs.
2. Changes in nature of business There was no change in nature of business during the year.
3. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year Mr. Ajay Tank resigned from the post of Chief Financial Officer with effect from 11th March 2017 and the same was taken on record by circular resolution.
4. Names of Companies which have become or ceased to be its subsidiaries joint ventures or associate Companies during the year along with reasons therefore N.A.
5. Details relating to Deposits covered under Chapter V of the Act: Company has not accepted any deposit during the year neither there was any unpaid/ unclaimed amount of deposit.
(a) Accepted during the year.
(b) Remained unpaid or unclaimed as at the end of the year.
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year.
OR
and if so number of such cases and the total amount involved:
i. at the beginning of the year.
ii. Maximum during the year.
iii. At the end of the year.
Details of Deposits which are not in compliance with the requirement of Chapter V of the Act.
6. Details of Deposits which are not in compliance with the requirement of Chapter V of the Act. N.A.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future N.A.
8. Details in respect of adequacy of internal financial controls with reference to the financial statements. The Company has in place adequate and effective Internal Financial control with reference to Financial Statements.

19. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES

ACT 2013

Since the Company has not formulated any scheme in terms of Section 67(3) of theCompanies Act 2013 no disclosure are required to be made.

20. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {SECTION 131(1) S}

The Company has not made any modification or alteration in its Financial Statement /Board Report in respect of last Four Years.

21. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Mr. Satishkumar Gupta Non-Executive Whole Time Director of the Company will retire byrotation at the ensuring Annual General meeting and being eligible offers himself forre-appointment. The Directors recommended his appointment.

Mr. Kaushalkumar Gupta is the Managing Director and Mrs. Sangeeta Gupta is theNon-Executive Whole Time Director of the Company. Mr. Chirag Rana is the Chief FinancialOfficer of the Company. Ms. Krupali Joshi is the Company Secretary of the Company &Compliance Officer of the Company as required under Section 203 of the Companies Act2013.

22. AUDIT COMMITTEE {SECTION 177(8)}

The Company has established an Audit Committee consisting of Ms. Bhavitaben GurjarMrs. Beena Bisht and Mr. Satishkumar S. Gupta the majority being the IndependentDirectors.

23. DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 AND THE RULESMADE THEREUNDER

Particulars
1. the ratio of remuneration of each director to the median remuneration of the employees of Name of Directors Ratio:
the Company for the financial year 2016-17 Mr. Kaushalkumar S. Gupta 14.02:1
Mrs. Sangeeta K. Gupta 1.64:1
2. Percentage increase in Remuneration of each director chief financial officer chief executive officer company secretary or manager if any M.D. W.T.D. C.S. CFO*
13.89% No change 21.71% 12.69%

 

3. Percentage increase in the median remuneration of employees in the financial year 2016-17 15.46%

 

4. Number of permanent employees on the rolls of Company 2016- 17 2015-16
23 17

 

5. Average Percentage 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. The average increase in Employees salary during the year 2016-17 is 11 % and the average increase in remuneration of managerial personnel is 12.25%
There are no exceptional circumstances happened for increases in the managerial remuneration.

 

6. Affirmation The Board affirms that the remuneration is as per the remuneration policy of the Company.

*NOTE: Chief Financial Officer (CFO) Mr. Ajay Tank resigned on 11.03.2017 duringF.Y.2016-17.

24. 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.

25. PERFORMANCE AND FIANANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINT VENTURE COMPANIES:

There are no Subsidiaries Associates and Joint Venture of the Company.

26. 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.

27. 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.

28. PARTICULAR OF EMPLOYEES

Pursuant to Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel Rules 2014) amendment dated 30.06.2016 name of Top ten employees in terms ofremuneration are as follows:

1. Mr. Amiya Koley

2. Mr. Niladri Seal

3. Mr. Tushar Suthar

4. Mr. Anand Surve

5. Mr. Kishor Mulchandani

6. Mr. Ajay Tank

7. Ms. Krupali Joshi

8. Mrs. Hina Marsonia

9. Mr. Jagdish Singh 10. Mr. Sunny Solanki

There are no employees during the year under review whose particulars are required tobe given pursuant to section 197 of Companies Act 2013 read with Rule 5 (2) (i) (ii) and(iii) of Companies (Appointment and Remuneration of Managerial Personnel Rules 2014).

29. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met Four Times (4) in the Board Meeting held during the F.Y.2016-17

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 3/4
Mrs. Shilpa A. Jadeja Non-Executive Independent Director 4/4
Ms. Bhavita D. Gurjar Non-Executive Independent Director 4/4

30 . 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. 2016-17

Name of Director Category / Designation of Director Number of Meeting Attended
Ms. Bhavita D. Gurjar Chairman 4/4
Mrs. Beena P. Bisht Member 3/4
Mr. Satishkumar S. Gupta Member 4/4

31 NOMINATION AND REMUNERATION COMMITTEE AND ITS MEETINGS:

The Nomination and Remuneration Committee comprise of three directors all of whomare Non-Executive Independent Directors. The Nomination and Remuneration Committee metthrice during the F.Y. 2016-17.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Shilpa A. Jadeja Chairman 3/3
Mrs. Beena P. Bisht Member 2/3
Ms. Bhavita D. Gurjar Member 3/3

32 STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

The Stakeholders Relationship Committee comprise of three directors majority ofwhom are comprise of Non-Executive Independent Directors. The Stakeholders RelationshipCommittee met four times during the F.Y. 2016-17.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Beena P. Bisht Chairman 3/4
Mrs. Shilpa A. Jadeja Member 4/4
Mr. Kaushalkumar S. Gupta Member 4/4

33 ANNUAL GENERAL MEETINGS:

Details of last two AGM of Company's are as under:

Sr. No. AGM No. Date Place
1. Eighth 12/09/2016 Hotel Express Towers Alkapuri Vadodara
2. Seventh 28/09/2015 Factory
3. Sixth 26/09/2014 Factory

34 CORPORATE GOVERNANCE REPORT:

Corporate Governance provisions are not applicable during the year 2016-17 pursuantto Chapter IV- OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES ofSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015.

35 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 the employees of the Companyfor their dedication and loyalty.

For and on Behalf of the Board
Bansal Roofing Products Limited
Mr. Kaushalkumar Gupta Mr. Satishkumar Gupta
Managing Director Whole Time Director
DIN: 02140767 DIN: 02140734
Date: 10.07.2017
Place: Vadodara

ANNEXURE- III

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's length basis– Not applicable

2. Details of material contracts or arrangements or transactions at arm's length basis

Name of the Nature of related party relationship Nature of contracts/ arrangement s/transaction s Duration of contracts/ arrangem ents/trans actions Terms of contracts/ arrangeme nts/transa ctions Value of contracts/ arrangeme nts/transa ctions (Rs.) Date of approval by the board/Audit committee
1 Agrawal Sole proprietary Associates concern of Mr. Kaushalkumar Gupta Services received Yearly Prevailing market price 83790 18/05/2017

Amount paid as advances if any: N.A.

For Bansal Roofing Products Limited
Kaushalkumar S. Gupta Satishkumar S. Gupta
Managing Director Whole Time Director