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Bengal Steel Industries Ltd.

BSE: 512404 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE523W01017
BSE 05:30 | 01 Jan Bengal Steel Industries Ltd
NSE 05:30 | 01 Jan Bengal Steel Industries Ltd

Bengal Steel Industries Ltd. (BENGALSTEEL) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting their Annual Report togetherwith the Audited Accounts for the Financial year ended 31st March 2019.

COMPANY PERFORMANCE

2018-2019 2037-2018
FINANCIAL RESULTS Rs. Rs.
Total Revenue 160334 323374
Profit/(Loss) before Depredation (5400356) (3031280)
Less: Depredation 37452 68885
Net Profit/(Loss) before Tax (5438408) (3100165)
Less: Provision for Taxation - -
NS Profit/(Loss) after Tax (5438408) (3100165)
Add: Opening Balance in Statement of Profit &Loss 45955355 49055520
Dosing Balance 40516947 45955355

DIVIDEND

In view of the losses incurred by the Company the Directors have not recommended anydividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3) of SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report for the year under review is appended below:

A. BUSINESS

The Company is presently engaged in the business of Steel Manufacturing andFabrication Real Estate and Other Allied Services. Arrangements are in hand to diversifyits line of business for the future growth and prosperity.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The Manufacturing Unit of the Company is located at Kolkata. The Board is continuouslysearching for and evaluating various options to enhance and diversify its operations forits long term growth.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect improvement in its operations. However theCompany is exposed to threats and risks as faced by other organizations in general likeadverse changes in the general economic and market conditions changes in Governmentpolicies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of itsbusiness and size of its operations. The objectives of these procedures are to ensureefficient use and protection of Company's resources accuracy in financial reports and duecompliance of applicable statutes and Company's norms policies and procedures.

E. HUMAN RESOURCES

There was no loss of work or any human resource related problem during the year.

DIRECTORS

Mr. Prakash Agarwal (DIN 00249468) Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment. His briefresume is attached to the Notice of the ensuing AGM.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2018-19 Five (5) Board Meetings were held on 8thMay 2018 25th May 201813thAugust 2018 9th November2018 and 12th February 2019.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:-

(a) in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherIrregularities;

(d) the annual accounts of the Company have been prepared on a "goingconcern" basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committeesand of Individual Directors by seeking inputs on various aspects of Board/CommitteeGovernance and considered and discussed in details the inputs received from the Directors.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. K. K. Ganeriwala who serves as the Chairman of theCommittee and Mr. V. N. Agarwal and Mr. G. K. Agarwal as the other members. All therecommendations made by the Audit Committee during the financial year under review wereconsidered by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. V. N. Agarwal who serves asthe Chairman of the Committee and Mr. K. K. Ganeriwala and Mr. G. K. Agarwal as the othermembers. The recommendations made by this Committee during the financial year under reviewwere considered by the Board.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent as prescribed in theCompanies Act 2013 and an Independency Certificate from them have been obtained.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 the extract of AnnualReturn in Form MGT-9 pursuant to Rule 12 of the Companies {Management and Administration)Rules 2014 is annexed herewith as Annexure A as part of this Report.

STATUTORY AUDITORS

M/s S. Ghose & Co. LLP Chartered Accountants {Firm Registration No. 302184E)continue to act as the Statutory Auditors of the Company as they were appointed for a termof 5 years commencing from the Financial Year 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesthere under the Board of Directors of the Company has appointed a Practicing CompanySecretary to conduct the Secretarial Audit of the Company for the Financial year 2018-19.The Secretarial Audit Report for the Financial year ended 31.03.2019 is annexed herewithas Annexure B as part of this Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Partiesduring the financial year were on arm's length basis and in the ordinary course ofbusiness. The transactions with Related Parties are disclosed in the Notes to theFinancial Statements.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and Employees has been established details of which aregiven in the website of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures in terms of Section 197(12) of the Companies Act 2013 and the rules madethere under were not applicable to the company during the year ended 31stMarch 2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 were not applicable to the companyduring the year ended 31st March 2019.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders bankers and all other businessassociates for the continuous support given by them to the Company.

PLACE: KOLKATA FOR AND ON BEHALF OF THE BOARD
DATE: 14th MAY 2019 DIRECTORS