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Bhansali Engineering Polymers Ltd.

BSE: 500052 Sector: Industrials
NSE: BEPL ISIN Code: INE922A01025
BSE 00:00 | 07 May 169.20 1.50
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NSE 00:00 | 07 May 169.35 1.65
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OPEN 171.45
PREVIOUS CLOSE 167.70
VOLUME 286416
52-Week high 179.00
52-Week low 33.70
P/E 8.42
Mkt Cap.(Rs cr) 2,807
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 171.45
CLOSE 167.70
VOLUME 286416
52-Week high 179.00
52-Week low 33.70
P/E 8.42
Mkt Cap.(Rs cr) 2,807
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhansali Engineering Polymers Ltd. (BEPL) - Director Report

Company director report

Dear Shareholders

The Board of Directors are pleased to present the 36thAnnual Report of the Company together with its Audited Financial Statements (Standaloneand Consolidated) for the Financial Year (‘FY') ended 31stMarch 2020.

FINANCIAL AND OPERATIONAL RESULTS

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Gross Sales/Income from Operations 129530.37 144391.19 129530.37 144391.19
Less: GST 19097.35 21913.20 19097.35 21913.20
Total Operational Revenue (Net of GST including Excise) 110433.02 122477.99 110433.02 122477.99
Other Income 590.06 689.80 590.06 689.80
Total Income 111023.08 123167.79 111023.08 123167.79
EBIDTA 9224.14 8592.09 9224.14 8592.09
Less: Finance Cost 11.23 121.30 11.23 121.30
Depreciation and Amortisation 951.77 734.00 951.77 734.00
Profit before share of net profit/(loss) of investment accounted for using equity method 0.00 0.00 8261.14 7736.79
Share of profit/(loss) from Joint Venture accounted for using equity method 0.00 0.00 18.99 68.43
Profit Before Tax (PBT) 8261.14 7736.79 8280.13 7805.22
Provision for tax (including Deferred Tax) 1578.68 3084.03 1578.68 3084.03
Profit from Continuing Operations after Tax (PAT) 6682.46 4652.76 6701.45 4721.19
Other Comprehensive Income 47.67 24.38 47.67 24.38
Total Comprehensive Income for the Financial Year 6730.13 4677.14 6749.12 4745.57
Net Worth 35620.35 29890.26 35621.19 29872.12
EPS (Equity Share of Rs 1/- each) 4.03 2.80 4.04 2.85

FINANCIAL HIGHLIGHTS:

The results achieved during the financial year depict a profoundimprovement in operations over the previous financial year as was narrated in theManagement and Discussion Analysis of the Annual Report of Fiscal 2019 reproduced hereinbelow:

Extract from the Board report of the previous year

For last several years global ABS capacity utilization was hoveringaround 70% which in the last 3 years has ramped up to 90%. As a result of thisphenomenon there is a global shortage of ABS consequent where upon practically each andevery ABS producer in the world is making good money which they have not witnessed overlast two decades. BEPL is no exception to this phenomenon. The financial result of fiscal2019 which is likely to be much better in 2020 onwards is largely attributable to thephenomenon mentioned in the foregoing.

The key highlights of the Company's performance based on the StandaloneBalance Sheet as on 31st March 2020 is reflected as under:

• Net Worth: During the financial year under review the NetWorth of the Company stood at Rs 35620.35 lakh as compared to Rs 29890.26 lakh for theprevious financial year an increase of 19.17%. The Return on Net Worth stood at 18.76 %as against 15.57% in FY 2018-19 an increase of 3.19 %.

• Nook Value of Shares: The Book value of the Equity sharesincreased from Rs 18.02 in FY 2018-19 to Rs 21.47 in FY 2019-20 an increase of Rs 3.45.

• Current Ratio: As on 31st March 2020 the currentratio was 1.72 as compared to 1.86 as of 31st March 2019.

• COL/TON: The ratio of total liability to total net worth forFY 2019-20 was 0.83 as compared to 0.77 for FY 2018-19.

• Cero Debt: The Company continues to enjoy the status of a“Zero Debt Company”.

• Financing Pattern: There is no change in the financingpattern and the Company would be able to sustain its business operations through internalaccruals.

• Fales Credit Control: During the financial year underreview the debtor's percentage to sales decreased from 15.50% in FY 2018-19 to11.87% in FY 2019-20.

• Cebtors Turnover Ratio: During the financial year underreview the Debtors Turnover Ratio was 8.43 as compared to 6.45 in the previous fiscal.

• Inventory Turnover Ratio: During the financial year underreview the Inventory Turnover Ratio was 5.79 as compared to 11.28 in FY 2018-19.

• O perating Profit Margin (%): The Operating Profit Marginfor FY 2019-20 stood at 7.48% as compared to 6.32% for FY 2018-19.

• C et Profit Margin (%): The Net Profit Margin for FY 2019-20stood at 6.05% as compared to 3.80% for FY 2018-19. Research and DevelopmentFacilities:

The Company has received the recognition from the Department of Scienceand Industrial Research (DSIR) Government of India on 27th June 2019 for itsstate-of-the-art Research and Development Centre (‘R&D Centre') atAbu Road Rajasthan.

The said certificate entitles the Company for a host of concessionsincluding but not limited to customs/ central duty exemption on purchase of equipmentstores & spares instruments etc. during the period of recognition and subject torelevant government policies in force from time to time.

The experts from Nippon A&L Company's Joint Venture Partnerare headquartered in India for extending their support in terms of additional manpower tobe deployed development of new recipe etc.

The R&D Centre has till date successfully developed 20 differentGrades of ABS for the Automobile and the Home Appliances segment which were currentlybeing imported along-with significant improvements in the properties of the existingmaterial and various other colour developments. The Company has now started reaping 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 theCompany.

FUTURE EXPANSION:

ATMANIRBHAR BHARAT ABHIYAAN - Make In India. Addressing the nation on12th May 2020 Hon'ble Prime Minister Shri Narendra Modi announced aspecial economic package for an Aatmanirbhar or self-reliant India. In his address to thenation he outlined the following five pillars for building a self-reliant India:

1. Economy - which brings in quantum jump and not incrementalchange. The government's goal is to make India a USD 5 Trillion economy by 2025;

2. Infrastructure - which will become India's new identity.To achieve the target of a USD 5 Trillion economy more than INR 100 lakh Crore will beinvested in infrastructure development in India over the next five years;

3. Systems - based on 21st century technology drivenarrangements;

4. Vibrant Demography - which will prove to be a competitiveadvantage for a self-reliant India; and

5. Demand - utilized to its full capacity.

Seeing the aggressive plan under ATMANIRBHAR BHARAT ABHIYAAN andfurther announcement by the Hon'ble Finance Minister to create land bank forIndustrial Cluster up-gradation of common infrastructure facilities and connectivity theCompany is continuously thriving its best to identify the suitable Land parcel for futureGreen Field Port based Expansion. Looking at the initiatives taken by the Government forself-reliant India the Company strongly believes that in coming years the demand of ABSshall grow exponentially and will outstrip the ABS supplies. To meet the growing demand ofABS in India the Company may even have to re-think to carry out the future expansion atits existing Plant located at Satnoor (Madhya Pradesh) and Abu Road (Rajasthan) if theavailability of the suitable Land parcel at PORT based location is delayed.

SHARE CAPITAL

During the financial year under review the Authorized Share Capital ofthe Company was increased from existing Rs 200000000 (Rupees Twenty Crore) divided into200000000 (Twenty Crore) Equity Shares of Rs 1/- each to Rs 400000000 (Rupees FortyCrore) divided into 400000000 (Forty Crore) Equity Shares of Rs 1/- each by creationof additional 200000000 (Twenty Crore) Equity Shares of Rs 1/- each ranking pari passuin all respect with the existing Equity Shares of the Company.

Further during the financial year under review there has been nochange in the Paid-up Share Capital of the Company. As on 31st March 2020 thePaid-up Share Capital was Rs 165905640/- comprising of 165905640 Equity shares of Rs1 each fully paid.

The Company has during the financial year under review neither issuedany Equity Shares with differential voting rights nor any shares (including sweat equityshares) to its employees under any scheme.

TRANSFER TO RESERVES

For the financial year ended 31st March 2020 the Directorsdo not propose to transfer any amount to the General Reserve. An amount of Rs 5730.09 lakhis proposed to be retained as surplus in the statement of Profit and Loss Account underthe heading “Reserves and Surplus.”

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors had approved the Dividend Distribution Policy inaccordance with Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”).

The policy consists of various parameters inter-alia Company'sdividend track record usage of retained earnings internal and external factorsfinancial conditions etc. based on which the Board may recommend or declare Dividend.

The Policy may be accessed under the ‘Policies andProcedures' section on the website of the Company at link: https://bhansaliabs.com/dividend-distribution-policy/

Considering the Company's performance for FY 2019-20 and toappropriately reward the members and at the same time conserving resources to meet futurefinancial requirements the Directors have recommended for the financial year ended 31stMarch 2020 a dividend of Re.0.50 (50.00%) per Equity Share of face value of Re.1 pershare aggregating to Rs 829.53 lakh subject to the approval of members at the ensuingAnnual General Meeting (“AGM”). The outgo on account of the proposeddividend of 50% (Previous Year 50%) tantamount to a pay-out of 12.41% of the profit aftertax for FY 2019-20 as compared to 21.49% for the previous financial year wherein thedividend distribution tax of Rs 170.51 lakh was also included.

DEPOSITS

The Company has not invited any deposits from the public during thefinancial year and as such no amount of principal or interest related thereto wasoutstanding as on 31st March 2020.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN ORSECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT 2013 (“the Act”)

The Company has during the financial year under review not given anyloans guarantees or provided security and has not made any investments in any bodycorporate in excess of limits 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 withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (‘IEPF Rules') as amended from time to time the unpaid andunclaimed dividend pertaining to the FY 2011-12 amounting to Rs 417108/- (Rupees FourLakh Seventeen Thousand One Hundred and Eight only) which was lying in the Company'sunpaid/unclaimed dividend account and remaining unclaimed for a period of seven years wastransferred to the Investor Education and Protection Fund (‘IEPF').

Further pursuant to the provision of Section 124(6) of the Act readwith Rule 6 of IEPF Rules 154300 Equity shares on which dividend had not been paid orclaimed for seven consecutive years had been transferred to the Demat account of the IEPFauthority as provided in Circular no. 11/06/2017-IEPF dated 16th October 2017(General Circular No. 12/2017).

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY

During the financial year under review the Company did not have anySubsidiary Company. It has a Joint Venture (JV) Company namely Bhansali Nippon A&LPrivate Limited wherein it holds 50% of the paid-up equity share capital. The RegisteredOffice of the JV Company is at 401 4th Floor Peninsula Heights C. D.Barfiwala Road Andheri (West) Mumbai - 400 058.

The Report on the performance and statement containing salient featureof Financial Statements of the aforesaid Joint Venture/ Associate Company in terms ofSection 129 of the Act is separately attached in Form No. AOC-1 with the ConsolidatedFinancials which forms part of this Annual Report.

In accordance with Section 136 of the Act the Financial Statements ofthe Company including the Consolidated Financial Statements pertaining to its aforesaidJoint Venture entity are available on the Company's website (www.bhansaliabs.com).

The Company has framed a policy on Material Subsidiaries in terms ofRegulation 16(1)(c) of Listing Regulations. The policy may be accessed under the‘Policies and Procedures' section on the website of the Company at link https://bhansaliabs.com/policy-on-material-subsidiaries/

CONSOLIDATED FINANCIAL STATEMENTS

The Company has in accordance with Section 129(3) of the Act preparedConsolidated Financial Statements consolidating its financials with its JV CompanyBhansali Nippon A&L Private Limited. The Audited Consolidated Financial Statementshave been prepared in accordance with the requirements of Ind AS prescribed under Section133 of the Act read with relevant rules issued thereunder as applicable and otheraccounting principles generally accepted in India and forms part of this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report as stipulated underthe Listing Regulations 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 anddeliver products which consistently conform to the customer requirements and to pursuethe goal of error-free performance through product process and management qualitydevelopment. The Company continues to monitor and maintain its effective and well-craftedQuality Control (QC) measures. QC is aligned to the business objectives of the Company andensures that the Company is focused on maintaining Quality Centric approach towards itscustomers/clients. Over the years the Company has evolved robust processes and strives toimprove them continuously.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in making lasting impact towards creating a justequitable humane and sustainable society. It considers that ‘it does not exist onlyfor doing good business but equally for the betterment of society.'

CSR provides an opportunity to the Companies to effectively align itsvalues and strategy for the benefits of the society by contributing to the socialeconomic and environmental development of the society at large.

In compliance with the requirements of Section 135 of the Act read withthe applicable rules made thereunder the Company has a duly constituted CSR Committeewhich steers the CSR activities. The CSR Policy formulated in accordance with the Act (asamended from time to time) guides the Company to serve the society.

The CSR policy may be accessed under the ‘Policies andProcedures' section on the website of the Company at link https://bhansaliabs.com/investor/corporate-social-responsibilitv-csr-policv/

During the financial year under review the Company has undertakenprojects/activities pertaining to (a) Education/Skill Development Programme (b) Promotionof Art and Culture Heritage and (c) Health & Safety.

The Company's CSR spending for FY 2019-20 was Rs 191.52 lakh asagainst the prescribed amount of Rs 191.50 lakh the details of CSR Activities arementioned in the CSR Report and attached as Annexure 2.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12(1) of theCompanies (Management & Administration) Rules 2014 the extracts of Annual Report inForm MGT-9 is attached as Annexure 3 and forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company believes in adopting the best corporate governancepractices. The report on Corporate Governance as stipulated under Regulation 34(3) readwith Schedule V of the Listing Regulations and the certificate from a Practicing CompanySecretary regarding compliance with Corporate Governance norms forms part of this AnnualReport and is attached as Annexure 4 and Annexure 4A respectively.

CERTIFICATIONS AND DECLARATIONS

The certificate issued by the Managing Director and Executive Directorcum CFO of the Company with regards to certification on Audited Financial Statements ofthe Company for financial year 2019-20 in accordance with the Provisions of Regulation17(8) of Listing Regulations is attached as Annexure 4B and forms part of thisAnnual Report.

The declaration by Managing Director of the Company relating tocompliance of Code of Conduct by all Board Members and Senior Management Personnel of theCompany in accordance with the provisions of Regulation 17(5) of Listing Regulations isattached as Annexure 4C and forms part of this Annual Report.

MEETINGS OF THE BOARD

During the Financial Year 2019-20 4 (Four) meetings of the Board ofDirectors were held. The details of the said meetings are mentioned in the report onCorporate Governance forming part of this Annual Report.

WHISTLE BLOWER/VIGIL MECHANISM POLICY

The Company believes in conducting its affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Board of Directors have implemented a vigil mechanism through theadoption of Whistle Blower/Vigil Mechanism Policy. The details of the same are mentionedin the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b)of the Listing Regulations the Company has in place a robust risk management frameworkwhich identifies and evaluates business risks and opportunities. The Company recognizesthat these risks need to be managed and mitigated to protect the interest of theshareholders and stakeholders to achieve business objectives and enable sustainablegrowth. The risk management framework is aimed at effectively mitigating theCompany's various business and operational risks through strategic actions. Riskmanagement is embedded in our critical business activities functions and processes. Italso provides control measures for risk and future action plans. The policy may beaccessed under the ‘Policies and Procedures' section on the website of theCompany at the web link https://bhansaliabs.com/investor/risk-management-policy/

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

In terms of Section 188 of the Act read with rules framed thereunderand as per Regulation 23 of the Listing Regulations the Company has formulated the policyfor Related Party Transactions. The policy may be accessed under the ‘Policies andProcedures' section on the website of the Company at the web link given below: https://bhansaliabs.com/investor/policies-and-procedures/policy-related-to-rpts/

During the financial year under review there were no transactionsentered into by the Company with any related party falling within the purview of Section188 of the Act.

All Related Party Transactions as required under Ind AS 24 - RelatedParty Disclosures are reported in Note 39 of Notes to Accounts of the Standalone financialstatements of the Company.

DIRECTORS

• Appointment / Re-appointment / Retiring by Rotation

The Members of the Company had on 9th March 2020 throughpostal ballot approved the re-appointment of Ms. Jasmine F. Batliwalla (DIN: 00340273) asthe Non-Executive Independent Director of the Company for a second consecutive term offive years i.e. from 30th March 2020 to 29th March 2025.

I n accordance with the provisions of Section 152 of the Act and interms of the Articles of Association of the Company Mr. Jayesh B. Bhansali ExecutiveDirector cum CFO (DIN: 01062853) retires by rotation at the ensuing AGM of the Company andbeing eligible offers himself for re-appointment.

Mr. Jaivardhan (DIN: 08750324) was appointed as an AdditionalWhole-Time Director by the Board of Directors of the Company at its meeting held on 16thJune 2020. As an Additional Director he holds office up to the date of the ensuing AGMof the Company. Accordingly Mr. Jaivardhan is proposed to be appointed as Whole-TimeDirector liable to retire by rotation at the ensuing AGM.

The above proposals form part of the Notice of the 36thAnnual General Meeting and the relevant resolutions are recommended for the members'approval therein.

• Performance evaluation of the Board

In accordance with the provisions of the Act and Listing Regulationsthe Company has formulated the criteria for performance evaluation of all the Directorsincluding Independent Directors the Board and its Committees and the Chairman details ofwhich are mentioned 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 KeyManagerial Personnel of the Company as on the date of this Report are:

Mr. B. M. Bhansali Managing Director;

Mr. Jayesh B. Bhansali Executive Director cum CFO;

Mr. Jaivardhan Additional Whole-Time 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 theCompany viz. Audit Committee Nomination and Remuneration Committee Stakeholders'Relationship Committee and Corporate Social Responsibility Committee have been stated inthe Corporate Governance Report forming part of this Annual Report.

AUDITORS Statutory Auditors

M/s. Azad Jain & Co. Chartered Accountants Mumbai (FRN-006251C)were appointed as 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.

Further Ministry of Corporate Affairs vide notification dated 7thMay 2018 dispensed with the requirement for ratification of appointment of StatutoryAuditor by Members at every Annual General Meeting. Accordingly no such item has beenconsidered in the 36th AGM Notice.

The Report given by the Statutory Auditor on the financial statementsof the Company forms part of this Annual Report. There is no qualification reservation oradverse remark made by the Auditor in their report.

Secretarial Auditors

M/s Rathi & Associates Practicing Company Secretaries(FRN-P1988MH011900) were appointed as the Secretarial Auditor by the Board to conduct thesecretarial audit of the Company for financial year 2019-20.

In accordance with Section 204(1) of the Act the Secretarial AuditReport for the financial year ended 31st March 2020 is annexed as Annexure5 to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

Cost Auditors

The Board of Directors on recommendation of the Audit Committee hadappointed M/s. Joshi Apte and Associates Cost Accountants Pune (FRN-000240) as CostAuditors of the Company for the financial year 2020-21 for conducting the audit of thecost records maintained by the Company for the products as mandated by the CentralGovernment at a remuneration as mentioned in the Notice convening the 36th AGMof the Company.

The Company has received a certificate from M/s. Joshi Apte andAssociates that they are eligible to be appointed as Cost Auditors under Section 141 ofthe Act and Rules framed thereunder.

A resolution seeking members' ratification for the remunerationpayable to the Cost Auditors for the financial year 2020-21 forms part of the Notice ofthe 36th AGM of the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Adequate Internal Financial Control systems commensurate with thenature of the Company's business size and complexity of its operations are in placeand have been operating satisfactorily and effectively. During the financial year underreview no material weaknesses in the design or operation of Internal Financial Controlsystem was reported.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) were passed by the regulators/courtswhich would impact the going concern status of the Company and its future operation duringthe financial year under review.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act and Rules framed thereunder either to theCompany or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THEDATE OF THE REPORT.

There have been no material changes which have occurred between theend of Financial Year till the date of this report affecting the financial position ofthe Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review the Company has complied withall the applicable provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India.

HUMAN RESOURCE DEVELOPMENT

The Company believes in strategic alignment of Human Resources to itsbusiness priorities 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 (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder the Company has inplace a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Furtherthe Company has also formed an Internal Complaints Committee to redress the complaintsregarding sexual harassment. During the financial year under review no complaintregarding Sexual Harassment has been reported and the same has been submitted to theconcerned authority i.e. the District Officer Mumbai Suburban vide annual report for theyear 2019.

PARTICULARS OF EMPLOYEES

The Company has adopted a well-defined Nomination and RemunerationPolicy for Directors Key Managerial Personnel and other employees.

Disclosure with respect to the remuneration of Directors and Employeesas required under Section 197 of the Act and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended is annexed as Annexure 6which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended forms part of the Annual Report. As per theprovisions of Section 136 of the Act the reports and Financial Statements are being sentto shareholders 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 EXCHANGEEARNINGS/OUTGO

The particulars as required pursuant to the provisions of Section134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 withrespect to conservation of energy technology absorption foreign exchange earnings andoutgo etc. forms part of this Annual Report as Annexure 7.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations as amended fromtime to time the Annual Report of top 1000 listed entities based on marketcapitalization shall include the Business Responsibility Report (‘BRR')describing the initiatives taken by the Company from an environmental social andgovernance perspective.

With reference to the above mentioned criteria the Company is coveredunder the ambit of aforesaid Regulation for the Financial Year 2019-20. Accordingly theCompany has published the BRR which forms part of this Annual Report as Annexure 8.

Further the Company has evolved a Business Responsibility Policyencompassing the broad scope of the initiatives to be undertaken to best sub serve theinterest of all the Stakeholders. The policy may be accessed under the ‘Policies andProcedures' section on the website of the Company at the web link https://bhansaliabs.com/business-responsibilitv-policv/

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Act the Directors ofthe Company confirm that:

(a) in the preparation of the annual accounts for the Financial yearended 31st March 2020 the applicable accounting standards have been followedand there are no material departures from the same;

(b) t hey 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 2020 and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a ‘goingconcern' basis;

(e) t hey have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Board takes this opportunity to thank the Company's MembersCustomers Vendors and all other Stakeholders for their continued support throughout thefinancial year. The Directors also thank the Stock Exchanges Banks Ministry of CorporateAffairs State Governments Government of India and all other Government agencies andRegulatory authorities for the support extended by them and also look forward to theircontinued support in future.

The Board would also like to take this opportunity to express theirappreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors
M. C. Gupta
Place : Gurugram Chairman
Date : 16th June 2020 (DIN: 01362556)

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