The Board of Directors are pleased to present the 38th Annual Report of theCompany together with its Audited Financial Statements (Standalone and Consolidated) forthe Financial Year (FY) ended 31st March 2022.
FINANCIAL AND OPERATIONAL RESULTS
|Particular ||Standalone || || |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Gross Sales/Income from Operations ||163834.66 ||152434.35 ||163834.66 ||152434.35 |
|Less: GST ||24439.66 ||23239.60 ||24439.66 ||23239.60 |
|Total Operational Revenue (Net of GST including Excise) ||139395.00 ||129194.75 ||139395.00 ||129194.75 |
|Other Income ||1901.91 ||1018.46 ||1901.91 ||1018.46 |
|Total Income ||141296.91 ||130213.21 ||141296.91 ||130213.21 |
|EBIDTA ||48221.72 ||45679.31 ||48221.72 ||45679.31 |
|Less: Finance Cost ||16.75 ||63.01 ||16.75 ||63.01 |
|Depreciation and Amortisation ||996.33 ||1018.65 ||996.33 ||1018.65 |
|Profit before share of net profit/(loss) of investment accounted for using equity method ||0.00 ||0.00 ||47208.64 ||44597.65 |
|Share of profit/(loss) from Joint Venture accounted for using equity method ||0.00 ||0.00 ||58.39 ||48.68 |
|Profit Before Tax (PBT) ||47208.64 ||44597.65 ||47267.03 ||44646.33 |
|Provision for tax (including Deferred Tax) ||12263.30 ||11256.34 ||12263.30 ||11256.34 |
|Profit from Continuing Operations after Tax (PAT) ||34945.34 ||33341.31 ||35003.73 ||33389.99 |
|Other Comprehensive Income/ (Loss) Net of tax ||(13.31) ||(46.72) ||(13.31) ||(46.72) |
|Total Comprehensive Income for the FY ||34932.03 ||33294.59 ||34990.42 ||33343.27 |
|Net Worth ||98040.26 ||68085.41 ||98133.04 ||68134.93 |
|EPS (Equity Share of Rs. 1/- each) ||21.06 ||20.10 ||21.10 ||20.13 |
The key highlights of the Companys performance based on the StandaloneBalance Sheet as on 31st March 2022 are reflected as under:
? Net Worth: During the FY under review the Net Worth of the Company stoodat Rs. 98040.26 Lakh as compared to Rs. 68085.41 Lakh for the previous FY anincrease of 44%. The Return on Net Worth stood at 35.64% as against 48.97% in FY 2020-21.
? Book Value of Shares: The Book value of the Equity shares increased fromRs. 41.04 in FY 2020-21 to Rs. 59.09 in FY 2021-22 an increase of Rs. 18.05.
? Current Ratio: As on 31st March 2022 the current ratio was8.48 as compared to 8.11 as of 31st March 2021.
? TOL/TON: The ratio of total liability to total net worth for FY 2021-22was 0.13 as compared to 0.14 for FY 2020-21.
? Zero Debt: The Company continues to enjoy the status of a "ZeroDebt Company".
? Financing Pattern: There was no change in financing pattern and theCompany would be able to sustain its business operations through internal accruals.
? Sales Credit Control: During the FY under review the debtorspercentage to sales decreased from 19.07% in FY 2020-21 to 17.23% in FY 2021-22.
? Debtors Turnover Ratio: During the FY under review the Debtors TurnoverRatio was 5.80 as compared to 5.24 in the previous fiscal.
? Inventory Turnover Ratio: During the FY under review the InventoryTurnover Ratio was 7.06 as compared to 11.45 in FY 2020-21.
? Operating Profit Margin (%): The Operating Profit Margin for FY 2021-22stood at 33.87% as compared to 34.52% for FY 2020-21.
? Net Profit Margin (%): The Net Profit Margin for FY 2021-22 stood at25.07% as compared to 25.81% for FY 2020-21.
RESEARCH AND DEVELOPMENT FACILITIES
The Company had received the recognition from the Department of Science and IndustrialResearch (DSIR) Government of India for its state-of-the-art Research and DevelopmentCentre (R&D Centre) at Abu Road Rajasthan.
The said certificate entitles the Company for a host of concessions including but notlimited to customs/central duty exemption on purchase of equipment stores & sparesinstruments etc. during the period of recognition and subject to relevant governmentpolicies in force from time to time.
The experts from Nippon A&L Companys Joint Venture Partner areheadquartered in India for extending their support in terms of additional manpower to bedeployed development of new recipe etc.
During FY 2021-22 the R & D Centre successfully developed /improved properties of9 new grades of which 4 has been commercialised. The R & D Centre has alsosuccessfully developed 180+ new colour grades of which 51 has been commercialised. TheR&D centre as a continuous process also focuses on improvements in the properties ofexisting material and other colour developments. The Company has now started gaining thebenefits of its in-house R&D centre by way of new and improved products leading tocustomer loyalty and satisfaction.
Further there has been no change in the nature of business of the Company.
The steps taken by the Company for improvement in Operational Efficiencies and ProcessImprovement at both its Plants have resulted in increase in the Overall ABS productionbased on availability of HRG and SAN from 65000 TPA to 75000 TPA (10000 TPA additionalABS Production) without incurring any Capex effective from 1st April 2022.All statutory approvals (viz. Environment Clearance Consent to Establish Consent toOperate etc.) from various Government Authorities pertaining to the aforesaid capacityenhancement have already been received by the Company.
Update on 200000 TPA ABS Expansion:
The Board at its meeting held on 12th October 2021 had approved the BrownField ABS Expansion Project at Companys existing plants i.e. Abu Road (Rajasthan)& Satnoor (Madhya Pradesh) for enhancing overall ABS production capacity to 200000TPA with approx. Capex of Rs. 500 Crore to be funded through Reserves and Surpluswhich shall be implemented tentatively by December 2024. The pace of activity(ies) wereslow in Q4 FY22 due to spread of Omicron Virus all over the World. International travelwas restricted especially to Japan wherein further Technological discussion andfinalization were to be done. The Companys Management shall visit Japan oncethe Covid related restrictions for the International Travellers are normalised. The slowpace due to Omicron virus may lead to delay in project implementation. The Companyshall endeavour to expedite the completion of the Project on time.
There has been no change in the share capital of the Company during the year underreview. As on 31st March 2022 the paid-up share capital of your Company stoodat Rs. 165905640/- comprising 165905640 Equity shares of Rs. 1 each fully paid.
The Company has during the year under review neither issued any Equity shares withdifferential voting rights nor any shares (including sweat equity shares) to its employeesunder any scheme.
TRANSFER TO RESERVES
For the FY ended 31st March 2022 the Directors do not propose to transferany amount to the General Reserve. An amount of
Rs. 29954.85 lakh is proposed to be retained as surplus in the statement of Profit andLoss Account under the heading "Reserves and Surplus."
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
The Board of Directors had approved the Dividend Distribution Policy in accordance withRegulation 43A of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations").
The policy consists of various parameters inter-alia Companys dividend trackrecord usage of retained earnings internal and external factors financial conditionsetc. based on which the Board may recommend or declare Dividend.
The Policy may be accessed under the Policies and Procedures section on thewebsite of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593067.Dividend_Distribution_Policy.pdfConsidering the Companys performance for FY 2021-22 and to appropriately reward themembers and at the same time conserving resources to meet future financial requirementsthe Directors have declared 1st and 2nd Interim Dividend of Rs. 1/-(100%) each per Equity Share which was paid on 03rd November 2021 and 17thJanuary 2022 respectively. The Directors have recommended a Final Dividend of Rs. 1(100%) per Equity Share of face value of Rs. 1 per share aggregating to Rs. 1659.06 lakhfor the FY ended 31st March 2022 subject to the approval of members at theensuing AGM. Considering the above the total dividend declared / recommended by theCompany for FY 2021-22 amounts to Rs. 3/- (300%) per equity share of the face value of Rs.1/- each fully paid-up. The outgo on account of the proposed dividend of 300% (PreviousYear 100%) tantamount to a pay-out of 14.24% of the profit after tax for FY 2021-22 ascompared to 4.97% for the previous FY.
The Company has not invited any deposits from the public during the FY and as such noamount of principal or interest related thereto was outstanding as on 31stMarch 2022.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013 ("the Act")
The Company has during the FY under review not given any loans guarantees orprovided security and has not made any investments in any body corporate in excess oflimits specified under Section 186 of the Act.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Act read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules) as amended from time to time the unpaid andunclaimed dividend pertaining to the FY 2013-14 amounting to Rs. 434231.40 (Rupees FourLakh Thirty Four Thousand Two Hundred and Thirty One and Forty Paisa only) which was lyingin the Companys unpaid / unclaimed dividend account and remaining unclaimed for aperiod of seven years was transferred to the Investor Education and Protection Fund (IEPF).
Further pursuant to the provision of Section 124(6) of the Act read with Rule 6 ofIEPF Rules 151482 Equity shares on which dividend had not been paid or claimed forseven consecutive years had been transferred to the DEMAT account of the IEPF authority asprovided in Circular no. 11/06/2017-IEPF dated 16th October 2017 (GeneralCircular No. 12/2017).
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY
During the FY under review the Company did not have any Subsidiary Company. It has aJoint Venture (JV) Company namely Bhansali Nippon A&L Private Limited wherein itholds 50% of the paid-up equity share capital. The Registered Office of the JVCompany is at 301 & 302 3rd Floor Peninsula Heights C. D. BarfiwalaRoad Andheri (West) Mumbai - 400 058.
The Report on the performance and statement containing salient feature of FinancialStatements of the aforesaid Joint Venture/ Associate Company in terms of Section 129 ofthe Act is separately attached in Form No. AOC-1 with the Consolidated Financials whichforms part of this Annual Report.
In accordance with Section 136 of the Act the Financial Statements of the Companyincluding the Consolidated Financial Statements pertaining to its aforesaid Joint Ventureentity are available on the Companys website (www.bhansaliabs.com). The Company hasframed a policy on Material Subsidiaries in terms of Regulation 16(1)(c) of ListingRegulations. The policy may be accessed under the Policies and Proceduressection on the website of the Company at link https://bhansaliabs.com/assets/policies_and_procedures/1593593282.Policy_on_Material_Subsidiaries.pdf
CONSOLIDATED FINANCIAL STATEMENTS
The Company has in accordance with Section 129(3) of the Act prepared ConsolidatedFinancial Statements consolidating its financials with its JV Company Bhansali NipponA&L Private Limited. The Audited Consolidated Financial Statements have been preparedin accordance with the requirements of Ind AS prescribed under Section 133 of the Actread with relevant rules issued thereunder as applicable and other accounting principlesgenerally accepted in India and forms part of this Annual Report.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report as stipulated under the ListingRegulations forms part of this Annual Report and is attached as Annexure 1.
COMMITMENT TO QUALITY
The Company is committed to quality. It aims to develop produce and deliver productswhich consistently conform to the customer requirements and to pursue the goal oferror-free performance through product process and quality management. The Companycontinues to monitor and maintain its effective and well-crafted Quality Control (QC)measures. QC is aligned to the business objectives of the Company and ensures that theCompany is focused on maintaining Quality Centric approach towards its customers/clients.Over the years the Company has evolved robust processes and strives to improve themcontinuously.
CORPORATE SOCIAL RESPONSIBILITY AND OTHER CHARITABLE ACTIVITIES
The Company believes in making lasting impact towards creating a just equitablehumane and sustainable society. It considers that it does not exist only for doinggood business but equally for the betterment of society. It is always at theforefront while extending helping hand to the public at large.
CSR provides an opportunity to the Companies to effectively align its values andstrategy for the benefits of the society by contributing to the social economic andenvironmental development of the society at large.
In compliance with the requirements of Section 135 of the Act read with the applicablerules made thereunder the Company has a duly constituted CSR Committee which steers theCSR activities. The CSR Policy formulated in accordance with the Act (as amendedfrom time to time) guides the Company to serve the society.
The CSR policy may be accessed under the Policies and Procedures section onthe website of the Company at link https://bhansaliabs.com/assets/policies_and_procedures/1593593022.Corporate_Social_Responsibility_Policy.pdfDuring the FY under review the Company has undertaken projects/activities pertaining to(a) Education/Skill Development Programme (b) Promotion of Art and Culture Heritage and(c) Health & Safety.
During FY 2021-22 while the entire country was reeling under the severe impact of thesecond wave of Covid-19 pandemic the Company undertook exemplary relief measures for thesociety at large inter-alia establishing two Covid Care Centres at South Mumbai &Bhayander (Thane District) in Maharashtra and two Covid Care Centres at Sirohi and JaloreDistricts in Rajasthan setting up three Oxygen Plants at Sirohi District & threeOxygen Plants at Jalore District through Rajasthan CM Relief Fund & one Oxygen Plantthrough District Magistrate at Chhindwara (M.P.) free vaccination for 5000+ people inMumbai extended help and support to the deaf animals (Cattles) by contributing to variousGaushalas etc. at an aggregate outlay of approx. Rs. 1413.75 Lakh. The Company was awardedwith Certificate of Appreciation by the Honble Governor of Maharashtra Shri. BhagatSingh Koshyari Ji for undertaking vaccination drive for the people at large.
The amount spent by the Company on various CSR activities for FY 2021-22 stood Rs.404.38 Lakh as against the prescribed amount of Rs. 403.07 Lakh. The Annual Report on CSRactivities forming part of this Report is attached as Annexure 2.
Pursuant to the provisions of Section 134(3)(a) of the Act an extract of Annual returnfor the Financial year ended 31st March 2022 in accordance with theprovisions of Section 92(3) of the Act is available on the Companys website and canbe accessed through the link:https://bhansaliabs.com/assets/financial_docs/yearly/1654246028.BEPL_form_MGT_2021-22.pdf
The Company believes in adopting the best corporate governance practices. The report onCorporate Governance as stipulated under Regulation 34(3) read with Schedule V of theListing Regulations and the certificate from a Practicing Company Secretary regardingcompliance with Corporate Governance norms forms part of this Annual Report and isattached as Annexure 3 and Annexure 3A respectively.
CERTIFICATIONS AND DECLARATIONS
The certificate issued by the Managing Director and Executive Director cum CFO of theCompany with regards to certification on Audited Financial Statements of the Company forFY 2021-22 in accordance with the Provisions of Regulation 17(8) of Listing Regulations isattached as Annexure 3B and forms part of this Annual Report.
The declaration by Managing Director of the Company relating to compliance of Code ofConduct by all Board Members and Senior Management Personnel of the Company in accordancewith the provisions of Regulation 17(5) of Listing Regulations is attached as Annexure3C and forms part of this Annual Report.
Declaration of Independence
The Company has received necessary declarations from the Independent Directors statingthat they meet the prescribed criteria for independence and complied with the code forIndependent Directors prescribed in Schedule IV of the Companies Act 2013.
MEETINGS OF THE BOARD
During the FY 2021-22 4 (Four) meetings of the Board of Directors were held. Thedetails of the said meetings are mentioned in the report on Corporate Governance formingpart of this Annual Report.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
The Company believes in conducting its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviour.Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Regulation 22 of the Listing Regulations the Board ofDirectors have implemented a vigil mechanism through the adoption of Whistle Blower/VigilMechanism Policy. The details of the same are mentioned in the Corporate Governance Reportforming part of this Annual Report.
Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the ListingRegulations the Company has in place a robust risk management framework which identifiesand evaluates business risks and opportunities. The Company recognizes that these risksneed to be managed and mitigated to protect the interest of the shareholders andstakeholders to achieve business objectives and enable sustainable growth. The riskmanagement framework is aimed at effectively mitigating the Companys variousbusiness and operational risks through strategic actions. Risk management is embedded inour critical business activities functions and processes. It also provides controlmeasures for risk and future action plans. The policy may be accessed under thePolicies and Procedures section on the website of the Company at the web linkhttps://bhansaliabs.com/assets/policies_and_procedures/1593593348.Risk_Management_Policy.PDF
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY
In terms of Section 188 of the Act read with rules framed thereunder and as perRegulation 23 of the Listing Regulations the Company has formulated the policy forRelated Party Transactions. The policy may be accessed under the Policies andProcedures section on the website of the Company at the web linkhttps://bhansaliabs.com/assets/policies_and_procedures/1593593208.Policy_for_Related_Party_Transactions.pdf During the FY underreview there were no transactions entered into by the Company with any related partyfalling within the purview of Section 188 of the Act.
All Related Party Transactions as required under Ind AS 24 Related PartyDisclosures are reported in Note 39 of Notes to Accounts of the Standalone financialstatements of the Company.
? Retiring by Rotation / Change in Directorate:
In accordance with the provisions of Section 152 of the Act and in terms of theArticles of Association of the Company Mr. Jayesh B. Bhansali Executive Director(DIN: 01062853) retires by rotation at the ensuing 38th AGM of the Company andbeing eligible offers himself for re-appointment. During the FY under review Mr.Jaivardhan ceased to be a Director from the Board with effect from 21st August2021. Mr. Kiran Hiralal Bhansali (DIN: 05243336) was appointed as an Additional Directorby the Board of Directors of the Company at its meeting held on 23rd April2022. As an Additional Director he holds office up to the date of the ensuing 38thAGM of the Company. Accordingly Mr. Kiran Hiralal Bhansali is proposed to be appointed asWhole-Time Director liable to retire by rotation at the said AGM. The above proposalsforms part of the Notice of the 38th AGM and the relevant resolutions arerecommended for the members approval therein.
? Performance evaluation of the Board:
In accordance with the provisions of the Act and Listing Regulations the Company hasformulated the criteria for performance evaluation of all the Directors includingIndependent Directors the Board and its Committees and the Chairman details of which arementioned in the Corporate Governance Report forming part of this Annual Report.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on the date of this Report are: Mr. B. M. Bhansali ManagingDirector; Mr. Jayesh B. Bhansali Executive Director cum CFO; Mr. Kiran Hiralal BhansaliAdditional Director; and Mr. Ashwin M. Patel Company Secretary & GM (Legal)
COMMITTEES OF THE BOARD OF DIRECTORS
The details pertaining to the Committees of Board of Directors of the Company viz.Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee and Risk Management Committee havebeen stated in the Corporate Governance Report forming part of this Annual Report
M/s. Azad Jain & Co. Chartered Accountants Mumbai (FRN-006251C) were appointedas Statutory Auditors of the Company at the 33rd AGM held on 15thJuly 2017 to hold office up to the conclusion of 38th AGM on the remunerationto be determined by the Board of Directors.
The Report given by the Statutory Auditor on the financial statements of the Companyforms part of this Annual Report. There is no qualification reservation or adverse remarkmade by the Auditor in their report.
Pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 and the Rules made there under as amended from time to timebased on the recommendation of Audit Committee the Board of Director at their meetingheld on 23rd April 2022 had re-appointed M/s. Azad Jain & Co. CharteredAccountants Mumbai (FRN-006251C) as the Statutory Auditors to hold office for 2ndterm of 5 years from the conclusion of the ensuing 38th AGM till theconclusion of 43rd AGM of the Company on such remuneration as may bemutually agreed upon between the Board of Directors of the Company and the Auditors inaddition to applicable taxes and reimbursement of out of Pocket expenses incurred by them.
The Company has received a certificate from M/s. Azad Jain & Co. that they areeligible to be re-appointed as Statutory Auditors under Section 139 of the Act and Rulesframed thereunder.
A resolution seeking members approval for the re-appointment of M/s. Azad Jain& Co. Chartered Accountants as Statutory Auditors of the Company forms part of theNotice of the 38th AGM of the Company.
M/s Rathi & Associates Practicing Company Secretaries (FRN-P1988MH011900) wereappointed as the Secretarial Auditor by the Board to conduct the secretarial audit of theCompany for FY 2021-22.
In accordance with Section 204(1) of the Act the Secretarial Audit Report for the FYended 31st March 2022 is annexed as Annexure 4 to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
The Board of Directors on recommendation of the Audit Committee had appointed M/s.Joshi Apte and Associates Cost Accountants Pune (FRN-000240) as Cost Auditors ofthe Company for the FY 2022-23 for conducting the audit of the cost records maintainedby the Company for the products as mandated by the Central Government at a remuneration asmentioned in the Notice convening the 38th AGM of the Company.
The Company has received a certificate from M/s. Joshi Apte and Associates that theyare eligible to be appointed as Cost Auditors under Section 141 of the Act andRules framed thereunder.
A resolution seeking members ratification for the remuneration payable to theCost Auditors for the FY 2022-23 forms part of the Notice of the 38th AGM ofthe Company.
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules2014 the Company is required to maintain cost records and accordingly such accounts andrecords are maintained.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
Adequate Internal Financial Control systems commensurate with the nature of theCompanys business size and complexity of its operations are in place and have beenoperating satisfactorily and effectively. During the FY under review no materialweaknesses in the design or operation of Internal Financial Control system was reported.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material order(s) were passed by the regulators/courts which wouldimpact the going concern status of the Company and its future operation during the FYunder review.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section143 (12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FY TILL THE DATE OF THE REPORT.
There have been no material changes which have occurred between the end of FY till thedate of this report affecting the financial position of the Company.
COMPLIANCE OF SECRETARIAL STANDARDS
During the FY under review the Company has complied with all the applicable provisionsof Secretarial Standards issued by the Institute of Company Secretaries of India.
HUMAN RESOURCE DEVELOPMENT
The Company believes in strategic alignment of Human Resources to its businesspriorities and corporate objectives. The Company undertakes various staff welfaremeasures/activities to strengthen unity breaking the monotony and bringing the peergroups together for collaborative decision-making.
Pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder the Company has in place a Policy onPrevention of Sexual Harassment (PoSH) of women at workplace. Further the Company hasalso formed an Internal Complaints Committee to redress the complaints regarding sexualharassment. During the FY under review no complaint regarding Sexual Harassment has beenreported and the same has been submitted to the concerned authority i.e. the DistrictOfficer Mumbai Suburban vide annual report for the calendar year 2021.
PARTICULARS OF EMPLOYEES
The Company has adopted a well-defined Nomination and Remuneration Policy forDirectors Key Managerial Personnel and other employees. The policy may be accessed underthe Policies and Procedures section on the website of the Company at the weblinkhttps://www.bhansaliabs.com/assets/policies_and_procedures/1593593096.Nomination_&_Remuneration_Policy.pdfDisclosure with respect to the remuneration of Directors and Employees as required underSection 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is annexed as Annexure 5 which formspart of this Report.
Statement containing Particulars of Employees pursuant to Section 197 of the Act andRule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended forms part of the Annual Report. As per the provisionsof Section 136 of the Act the reports and Financial Statements are being sent toshareholders of the Company and other stakeholders entitled thereto excluding theStatement containing Particulars of Employees. Any shareholder interested in obtainingsuch details may write to the Company Secretary of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
The particulars as required pursuant to the provisions of Section 134(3)(m) of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption foreign exchange earnings and outgo etc. forms part of thisAnnual Report as Annexure 6.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the Listing Regulations the Annual Report of top 1000listed entities based on market capitalization shall include the Business ResponsibilityReport describing the initiatives taken by the Company from an environmental social andgovernance perspective. Further pursuant to the SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2021 the requirement of submitting aBusiness Responsibility Report shall be discontinued after the FY 2021-22 and thereafterwith effect from the FY 202223 the listed entities shall submit a BusinessResponsibility and Sustainability Report in the format as specified by the Board from timeto time. For FY 202122 the listed entities may voluntarily submit a BusinessResponsibility and Sustainability Report in place of the mandatory Business ResponsibilityReport. Though the Company is covered under the aforesaid Regulation it has been decidedto publish the Business Responsibility Report for FY 2021-22 which forms part of thisAnnual Report as Annexure 7.
Further the Company has evolved a Business Responsibility Policy encompassing thebroad scope of the initiatives to be undertaken to best sub serve the interest of allthe Stakeholders. The policy may be accessed under the Policies and Proceduressection on the website of the Company at the web linkhttps://bhansaliabs.com/assets/policies_and_procedures/1593593437.Business_Responsibility_Policy.pdf
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 of the Act the Directors of the Companyconfirm that:
(a) in the preparation of the annual accounts for the FY ended 31st March2022 the applicable accounting standards have been followed and there are no materialdepartures from the same; (b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the profit of the Company for the year ended on that date; (c) theyhave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and (f)they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENT AND APPRECIATION
The Board takes this opportunity to thank the Companys Members CustomersVendors and all other Stakeholders for their continued support throughout the FY. TheDirectors also thank the Stock Exchanges Banks Ministry of Corporate Affairs StateGovernments Government of India and all other Government agencies and Regulatoryauthorities for the support extended by them and also look forward to their continuedsupport in future.
The Board would also like to take this opportunity to express their appreciation forthe dedicated efforts of the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||M. C. Gupta |
|Place: Gurugram ||Chairman |
|Date: 23th April 2022 ||(DIN: 01362556) |