Your Directors are pleased to present the 35th Annual Report of the Company togetherwith its Audited Financial Statements for the financial year ended 31st March 2019.
FINANCIAL AND OPERATIONAL RESULTS
(Rs in lakh except EPS)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 || |
|2018-19 || |
|Gross Sales/Income from Operations ||144391.19 ||120455.38 ||144391.19 ||120455.38 |
|Less: GST ||21913.20 ||14572.25 ||21913.20 ||14572.25 |
|Total Operational Revenue (Net of GST including Excise) ||122477.99 ||105883.13 ||122477.99 ||105883.13 |
|Other Income ||689.80 ||1369.58 ||689.80 ||1369.58 |
|Total Income ||123167.79 ||107252.71 ||123167.79 ||107252.71 |
|EBIDTA ||8592.09 ||16812.40 ||8592.09 ||14050.56 |
|Less: Finance Cost ||121.30 ||773.89 ||121.30 ||773.89 |
|Depreciation and Amortisation ||734.00 ||607.03 ||734.00 ||607.03 |
|Profit before share of net profit/(loss) of investment accounted for using equity method || || ||7736.79 ||15431.48 |
|Share of profit/(loss) from Joint Venture accounted for using equity method || || ||68.43 ||38.73 |
|Profit Before Tax (PBT) ||7736.79 ||15431.48 ||7805.22 ||15470.21 |
|Provision for tax (including Deferred Tax) ||3084.03 ||5467.55 ||3084.03 ||5467.55 |
|Profit from Continuing Operations after Tax (PAT) ||4652.76 ||9963.93 ||4721.19 ||10002.66 |
|Other Comprehensive Income ||24.38 ||(22.40) ||24.38 ||(22.40) |
|Total Comprehensive Income for the Year ||4677.14 ||9941.53 ||4745.57 ||9980.26 |
|Net Worth ||29890.26 ||25813.15 ||29872.12 ||25726.57 |
|EPS (Equity Share of Rs 1/- each) ||2.80 ||6.01 ||2.85 ||6.03 |
During the year under review the Company clocked sales volume of 59669 MT (MetricTon) as against 66016 MT for the previous fiscal a decrease of around 9.6%. TheOperational Revenue (net) for FY19 stood at Rs 122477.99 lakh as compared to Rs105883.13 lakh for FY18 registering a growth of around 16%. The EBIDTA for FY19 was Rs8592.09 lakh as compared to Rs 16812.40 lakh for FY18. For FY19 the PBT was Rs 7736.79lakh as against Rs 15431.48 lakh for previous financial year. After considering theprovision for tax of Rs 3084.03 lakh (previous year Rs 5467.55 lakh) the profit fromcontinuing operations for FY19 stood at Rs 4652.76 lakh (previous year Rs 9963.93 lakh)whereas the total comprehensive income for FY19 was Rs 4677.14 lakh as against Rs9941.53 lakh for FY18.
The magnificent performance of fiscal 2018 was severely affected due to unfortunateincident of fire at Satnoor plant resulting in loss of about 6000 MT of ABS productionwhich otherwise would had contributed approx. Rs 1900 lakh to the kitty. In order tomaintain strategic market share the Company had to import 1908 MT of High Rubber Graft(HRG) at a differential higher cost of Rs 1400 lakh. Besides these factors the Companysustained foreign exchange loss of Rs 837.19 lakh. It would not be out of context tohighlight the fact that the cumulative impact of such adverse factors resulted indepletion of profits by over Rs 4100 lakh approx. Furthermore due to sudden dip inmonomer prices in the third quarter the negative financial impact was quite huge as isevident from the financial results of the respective quarter. Bad experience is always agood teacher and therefore the Company is directing relentless efforts to insulate itselffrom adverse impact of such negative factors through various proactive measures.
Your Companys Balance Sheet as on March 31 2019 reflected as under:
Net Worth: During the year under review the Net Worth of the Company stoodat Rs 29890.26 lakh as compared to ` 25813.15 lakh for the previous year an increaseof appx.16%. The Return on Net Worth lowered to 15.57% in FY 2018-19 as compared to38.60% in FY 2017-18.
Book Value of Shares: The Book value of the Equity shares has increased fromRs 15.56 in FY 2017-18 to Rs 18.02 in FY 2018-19 an increase of 15.80%.
Current Ratio: As on March 31 2019 the current ratio was 1.86 as comparedto 2.04 as of March 31 2018.
TOL/TON: The ratio of total liability to total net worth for FY 2018-19 was0.77 as compared to 0.63 for FY 2017-18.
Zero Debt: Your Company continues to enjoy the status of a "ZeroDebt Company".
Financing Pattern: There is no change in the financing pattern and yourCompany would be able to sustain its business operations from its internal accruals.
Sales Credit Control: During the year under review the debtorspercentage to sales marginally increased from 15.39% in FY18 to 15.50% in FY19.
Debtors Turnover Ratio: During the year under review the Debtors TurnoverRatio was 6.45 as compared to 6.50 in the previous fiscal.
Inventory Turnover Ratio: During the year under review the InventoryTurnover Ratio was 13.23 in FY 2017-18 as compared to 12.23 in FY 2018-19.
Operating Profit Margin (%): The Operating Profit Margin for FY 2018-19stood at 6.32% as compared to 14.57% for FY 2017-18.
Net Profit Margin (%): The Net Profit Margin for FY 2018-19 was at 3.80% ascompared to 9.41% for FY 2017-18.
The Company had vide letter dated August 14 2018 informed the BSE Limited (BSE) andthe National Stock Exchange of India Limited (NSE) on the firming up of the schedule forexpansion programme from 100 KTPA to 137 KTPA to be completed by 31st March 2019. YourDirectors are pleased to inform that the Company has successfully commissioned thecompounding capacity expansion project at its Abu Road plant from existing 100 KTPA to 137KTPA within the envisaged cost and time frame. The said facts were informed to the BSE andNSE vide letter dated April 03 2019. Further the compounding capacity expansion projecthas been funded through internal accruals and the Company continues to be a ZeroDebt Entity.
Research and Development Facilities
Your Directors are happy to inform that the on-going work in respect of establishingstate-of-the-art Research and Development Centre (R&D Centre) atAbu Road has since been completed on 15th January 2019. The Company has filed anapplication on 12th March 2019 for recognition of its R&D Centre with the Departmentof Science and Industrial Research Government of India. The said recognition of R&DCentre shall inter-alia enable the Company to avail benefits under the Income TaxAct 1961. The experts from Nippon A&L your Companys Joint Venture Partner areheadquartered in India for extending their support in terms of additional manpower to bedeployed development of new recipe etc.
Besides above the Companys R&D team has been further strengthened byinduction of an ABS R&D specialist from South Korea who is a Ph.D. in Polymer Sciencein Chemical Engineering Group and has rich experience of R&D of over 20 years in ahighly reputed constituent Company of Samsung group.
The R&D Centre shall revitalize the product development efforts as it is beingequipped with state-of-the-art recipe development and testing facilities.
The development efforts and favourable results of the R&D Centre will enable theCompany to gradually increase its market share of speciality ABS grades and through nichemarketing efforts the Company will concentrate/stay focused on increasing the salesvolume of speciality grade in ABS market segment wherein the margins are more lucrativethen General Purpose (GP) grades.
Further there has been no change in the nature of business of the Company.
Port based Greenfield Project
As was reported in the text of Annual Report of fiscal 2018 due diligence of parcel ofland located 3.3 kms from APM Terminals Liquid Jetty was carried out. As a result ofthe evaluation your Company did not find it worthy of selecting the said land on accountof the following reasons:
(a) Large chunk of land is within Coastal Regulation Zone (CRZ) hence can be used onlyfor limited purpose towards off site facility of the plant setup. However if the plantfacility is built in the remaining area the expandability of the Plant will be undersevere constraint.
(b) There are quite a few legal issues which the vendor/seller bank is not able toindemnify the Company against the loss if any sustained on account of title suits whichcould be filed by the original land owners.
The alternative land which is located at 6.5 kms from the APM Terminals LiquidJetty is owned by the Government of Gujarat. This land is outside CRZ. Your Company hasinitiated requisite steps to evaluate suitability of this land parcel from environmentclearance angle as from the point of view of perfect title there is no risk. Once thestudy is completed in respect of environment clearance your Company would take suitablesteps for purchasing the land from Government of Gujarat alternatively take it on a 99years lease.
Taking into account Indias growth story it is quite expected that by 2025 GDPwill increase from USD$ 2.6 trillion to USD$ 5 trillion which will result in substantialincrease in per capita income and much larger availability of disposable income. Thisphenomenon is likely to impact the substantial growth of ABS market in India. Moreoverdue to continual focus of developing India as a global auto hub and new focus ondeveloping toy industry ABS import will have to be stopped and new capacity will have tobe added. Therefore the Companys thinking of establishing 200 KTPA ABS unit willhave to be re-visited to set up a minimum half a million TPA unit. However since thealternative land could be made available by Government of Gujarat hopefully on favourableterms due to emphasis being laid by the State Government to promote rapidindustrialisation in the Saurashtra region the Company has chosen to await such policyannouncements. Therefore your Directors are emphatic in stating that Pipava Port basednew project will see light of the day with a higher capacity about which concrete planwill be hopefully presented in the next General Body Meeting.
There has been no change in the share capital of your Company during the year underreview. As on March 31 2019 the paid-up share capital of your Company stood at Rs165905640/- comprising 165905640 Equity shares of Re.1 each fully paid.
Your 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 year ended March 31 2019 your Directors do not propose to transfer any amountto the General Reserve. An amount of Rs 4077.11 lakh is proposed to be retained assurplus in the statement of Profit and Loss Account under the heading "Reserves andSurplus."
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (herein after referred to as the SEBI (LODR) Regulations2015) your Company has formulated a Dividend Distribution Policy which is available underthe web link: https://bhansaliabs.com/dividend-distribution-policy/
Considering the Companys performance for FY 19 and to appropriately reward themembers and at the same time conserving resources to meet future financial requirementyour Directors have recommended for the financial year ended March 31 2019 a dividendof Rs 0.50 (50 %) per Equity share of face value of Re.1 per share aggregating to Rs829.53 lakh subject to the approval of shareholders at the ensuing Annual General Meeting(AGM). The outgo on account of the proposed dividend of 50% (Previous Year 30%) and taxthereupon to be paid by the Company aggregates to Rs 1000.04 lakh (including the DividendDistribution Tax of Rs 170.51 lakh) being a pay out of 21.49% of the profit after tax(PAT) for the year ended March 31 2019 as against Rs 599.05 lakh (being a pay out of6.01% of PAT) for FY18.
Your Company had not invited any deposits from the public and as such no amount ofprincipal or interest related thereto was outstanding as on March 31 2019.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013
Your Company has during the year 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 Companies Act 2013 (the Act)
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 and 125 of the Act the unpaid and unclaimeddividend pertaining to the year ended on 31st March 2011 which was lying in theCompanys unpaid/unclaimed dividend account and remaining unclaimed for a period ofseven years was transferred to the Investor Education and Protection Fund(IEPF).
Pursuant to the provisions of Section 124(5) and 124(6) of the Act read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("IEPF Rules") and amendments thereto all shares on which dividendhas not been paid or claimed for seven consecutive years or more has been transferred tothe Demat account of the IEPF authority as provided in Circular no. 11/06/2017-IEPF datedOctober 16 2017 (General Circular No. 12/2017).
SUBSIDIARY/JOINT VENTURE COMPANY
During the year under review your Company did not have any Subsidiary Company. YourCompany has a Joint Venture (JV) Company namely Bhansali Nippon A&L Private Limitedwherein your Company holds 50% of the paid-up Equity share capital. The Registered Officeof the JV Company is at Unit no. 401 4th Floor Peninsula Heights C. D. Barfiwala RoadAndheri (West) Mumbai - 400 058.
The Report on the performance and statement containing salient feature of FinancialStatements of aforesaid Joint Venture/ Associate Company is separately attached in FormNo. AOC-1 with the Consolidated Financials forming 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).
CONSOLIDATED FINANCIAL STATEMENT
Your Company has in accordance with Section 129(3) of the Act prepared consolidatedfinancial statements consolidating its financials with its Joint Venture CompanyBhansali Nippon A&L Private Limited. The audited consolidated financial statementshave been prepared on the basis of the related Consolidated Financial Statements which isin 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 SEBI (LODR)Regulations 2015 forms part of this Annual Report and is attached as Annexure 1.
COMMITMENT TO QUALITY
Commitment to quality is necessary for enabling excellence in products offeredoptimization and de-risking. Your Company continues to monitor and maintain its effectiveand well-crafted Quality Control (QC). QC is aligned to the business objectives of theCompany and ensures that your Company is focused on maintaining Quality Centric Approachtowards its customers/clients. Over the years your Company has evolved robust processesand strives to improve them continuously.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) provides an opportunity for the Companies toeffectively align its values and strategy for the benefits of the society by contributingto the social economic and environmental development of the society at large.
The CSR Committee steers the CSR activities of your Company. The CSR Policy formulatedin accordance with the Companies Act 2013 (as amended from time to time) guides theCompany to serve the society. The CSR Policy and initiatives adopted by the Company on CSRduring FY19 are available at the web linkhttps://bhansaliabs.com/investor/corporate-social-responsibility-csr-policy/
During the year under review your Company has undertaken projects/activitiespertaining to (a) Education/Skill Development Programme (b) Promotion of Art and CultureHeritage (c) Animal Husbandry and (d) Promotion of Sports.
Your Companys CSR spending for FY 19 was Rs 116.43 lakh as against the prescribedamount of Rs 155.56 lakh owing to the reason(s) stated in the Annual Report on CSRactivities forming part of this Report and attached as Annexure 2. The deficit ofRs 39.13 lakh will be spent on selected CSR activity in the ensuing fiscal.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 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.
Your Company is committed to good corporate governance aligned with the best corporatepractices. The report on Corporate Governance as stipulated under Regulation 34(3) readwith Schedule V of the SEBI (LODR) Regulations 2015 and the certificate from a PracticingCompany Secretary regarding compliance with Corporate Governance norms forms part of thisAnnual Report and is attached as Annexure 4 and Annexure 4A respectively.The report on Corporate Governance also contains certain disclosures required under theAct.
Certificate issued by the Managing Director and Executive Director-cum-CFO of theCompany with regards to certification on Audited Financial Statements of the Company forfinancial year 2018-19 is attached as Annexure 4B and forms part of this AnnualReport.
The declaration by Managing Director of the Company relating to compliance of Code ofConduct for all Board Members and Senior Management personnel of the Company in accordancewith the provisions of Regulation 17(5) of SEBI (LODR) Regulations 2015 is attached as Annexure4C and forms part of this Annual Report.
MEETINGS OF THE BOARD
5 (Five) meetings of the Board of Directors were held during FY 2018-19. For furtherdetails please refer the report on Corporate Governance forming part of this AnnualReport.
ETHICS AND GOVERNANCE POLICIES
Your Company adheres to the highest ethical standards to ensure integritytransparency independence and accountability in dealing with all stakeholders.Accordingly your Company has adopted various codes and policies to carry out the dutiesin an ethical manner. Some of these codes/policies framed and implemented by your Companyare Code of Conduct for Directors and Senior Management Personnel Code of Conduct forPrevention of Insider Trading Code of Practice and Procedure for Fair Disclosure ofUnpublished Price Sensitive Information (UPSI) Whistle Blower Policy/Vigil MechanismPolicy on Related Party Transactions Policy for determining Material SubsidiariesCorporate Social Responsibility Policy Nomination and Remuneration Policy BoardDiversity Policy Dividend Distribution Policy Policy for preservation of Documents etc.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. Pursuant to Section 177(9) of the Companies Act 2013 read withRule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22of the SEBI (LODR) Regulations 2015 the Board of Directors have implemented a vigilmechanism through the adoption of Whistle Blower Policy. For further details please referreport on Corporate Governance forming part of this Annual Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated the policy on materiality of related party transactions anddealing with related party transactions. The same is uploaded on the website of yourCompany and may be accessed at the web link: https://bhansaliabs.com/investor/policies-and-procedures/policy-related-to-rpts/
During the year under review there were no transactions falling within the provisionsof Section 188 of the Companies Act 2013 entered into by your Company with any relatedparty.
All Related Party Transactions as required under Ind AS 24 Related PartyDisclosures are reported in Note 39 of Notes to Accounts of the Standalone andConsolidated financial statements of your Company.
As on the date of this Report your Board comprises of 6 (Six) Directors of which 4(Four) are Independent Directors 1 (One) Managing Director and 1 (One) ExecutiveDirector. Of the 4 (Four) Independent Directors 1 (One) Independent Director is a womanDirector.
Your Company has received confirmations from the Independent Directors to the effectthat each of them meets the criteria of independence as prescribed under Regulation(16)(b) of the SEBI (LODR) Regulations 2015 and Section 149(6) of the Act as amendedfrom time to time.
Your Company has also obtained affirmation of adherence to Schedule IV of the Act andthe Code of Conduct of your Company in accordance with the SEBI (LODR) Regulations 2015from all the Directors as applicable.
The Members of the Company had on March 9 2019 through postal ballot (a) approved there-appointment of Dr. B. S. Bhesania (DIN: 00026222) Mr. M. C. Gupta (DIN: 01362556) andMr. Dilip Kumar (DIN: 06882358) as Independent Directors of the Company for a period of 5(five) years w.e.f. April 1 2019 and (b) approved the re-appointment of Mr. Babulal M.Bhansali (DIN: 00102930) as a Managing Director for a period of 5 (Five) years w.e.f.April 1 2019.
In accordance with the provisions of the Companies Act 2013 Mr. Jayesh B. Bhansali(DIN 01062853) is liable to retire by rotation at the ensuing AGM and being eligible isseeking re-appointment. The Board recommends his re-appointment.
KEY MANAGERIAL PERSONNEL
Consequent to the resignation of Mr. D. N. Mishra as the Company Secretary of theCompany he ceased to be a Key Managerial Personnel (KMP) w.e.f. October 6 2018. Mr.Ashwin M. Patel was appointed as the Company Secretary and Compliance Officer and alsoidentified as a KMP w.e.f. November 12 2018.
PERFORMANCE EVALUATION OF THE BOARD
In accordance with the provisions of the Companies Act 2013 and SEBI (LODR)Regulations 2015 your Company has formulated the criteria for performance evaluation ofall the Directors including Independent Directors the Board and its Committees and theChairman. The annual evaluation process has been carried through oral assessment as wellas collective feedback.
The Independent Directors Committee evaluated the performance of theNon-Independent Directors Chairman of the Company (taking into account the views of theExecutive Director and the Non-Executive Directors) and assessed the quality quantity andtimeliness of the flow of information between Company Management and the Board ofDirectors which facilitated the Board in performing their duties in a reasonable &effective manner.
Similarly the Board at its meeting evaluated the performance of its Committees and theIndependent Directors excluding the Director being evaluated.
The criteria for performance evaluation inter-alia included the following:
i. Individual Directors Performance Evaluation
Attendance at meetings and the extent of preparedness for meetings participation andcontribution independence of judgment knowledge updation displaying initiative workingrelationships and guidance to senior management and board members expressing viewsunderstanding of the Company industry sector geography etc.
ii. Evaluation of the Board as a Whole
Proper mix of competencies experience and qualification adoption of proper clear andtransparent procedure to appoint directors conducting meeting(s) on a regular basisconfirming agenda with all relevant information providing entrepreneurial leadership tothe Company understanding of business strategy and growth responsibility towardsstakeholders risk management and financial controls discussions through healthy debatequality of decision making monitoring performance of management reviewing the CSRinitiatives grievance redressal mechanism analyse and examines governance andcompliances related issues maintaining high standards of integrity and probity etc.
iii. Chairmans Performance Evaluation
Providing effective leadership setting effective strategic agenda of the Boardencouraging active engagement by the Board members providing guidance and motivation tothe MD impartiality in conducting discussions establishing effective communication withall stakeholders etc.
iv. Performance Evaluation of Board Committees
Sufficiency in the scope for addressing the objectives effectiveness in performing thekey responsibilities adequacy in composition and frequency of meetings quality ofrelationship of the committee with the Board and the management clarity of agendadiscussed discussion on critical issues clarity of role and responsibilities etc.
The Directors were satisfied with the performance of the Board its CommitteesChairman & individual Directors.
COMMITTEES OF THE BOARD OF DIRECTORS
The details with respect to the Committees of Board of Directors of the Company viz.Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Corporate Social Responsibility Committee and Investment and Loan Committeehave been stated in the Corporate Governance Report of the Company forming part of thisAnnual Report.
STATUTORY AUDITORS AND THEIR REPORT
M/s. Azad Jain & Co. Chartered Accountants Mumbai [Firm Registration Number (FRN)- 006251C] were appointed as Statutory Auditors of the Company at the 33rd AGM held onJuly 15 2017 to hold office up to the conclusion of 38th AGM on the remuneration to bedetermined by the Board of Directors. There appointment was subject to ratification by theMembers at every subsequent AGM held after the AGM held on July 15 2017.
Pursuant to amendments made to Section 139 of the Act by Companies (Amendment) Act2017 effective from May 7 2018 the requirement of seeking ratification of members forappointment of Statutory Auditors has been withdrawn from the statute. In view of theabove no resolution is proposed for ratification of appointment of Statutory Auditors atthis AGM.
The Report given by the Auditor on financial statements of the Company forms part ofthis Annual Report. There is no qualification reservation or adverse remark made by theAuditor in their report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
M/s Rathi & Associates Practicing Company Secretaries (FRN P1988MH011900)were appointed as the Secretarial Auditor by the Board to conduct the secretarial audit ofthe Company for financial year 2018-19.
In accordance with Section 204(1) of the Companies Act 2013 the Secretarial AuditReport for the financial year ended March 31 2019 is annexed as Annexure 5 to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
The Board of Directors on recommendation of the Audit Committee has appointed M/s.Joshi Apte and Associates Cost Accountants Pune (Firm Registration No. 000240) as CostAuditors of the Company for the financial year 2019-20 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 35th Annual GeneralMeeting of the Company.
The Company has received a certificate from M/s. Joshi Apte and Associates confirmingthat their appointment as Cost Auditors of the Company if made would be in accordancewith the limits specified under Section 141 of the Act and Rules framed thereunder.
A resolution seeking members ratification to the remuneration payable to the CostAuditors for the financial year 2019-20 forms part of the Notice of the 35th AnnualGeneral Meeting of the Company and the same is recommended for your consideration andapproval.
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 year 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 OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material orders were passed during the year under review by theregulators or courts or tribunals impacting the going concern status and Companysoperations in future.
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 HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THEREPORT.
There have been no material changes which have occurred between the end of financialyear till the date of this report affecting the financial position of the Company.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
During the year under review your Company has complied with all the applicableprovisions of Secretarial Standard 1 and 2 issued by the Institute of Company Secretariesof India.
HUMAN RESOURCE DEVELOPMENT
Your Company believes in strategic alignment of Human Resources to its businesspriorities and corporate objectives.
The Company undertakes various staff welfare activities to strengthen unity break themonotony and bring the peer groups together for collaborative decision-making.
Your Company continues to have in place an Anti-Sexual Harassment Policy in line withthe requirements of "The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013". Also your Company has an InternalComplaints Committee to redress complaints received regarding sexual harassment. Nocomplaints were received during the financial year 2018-19 in relation thereto.
PARTICULARS OF REMUNERATION
Your Company has adopted a well-defined Remuneration Policy for Directors KeyManagerial Personnel and other employees. The ratio of the remuneration of each Directorto the median employees remuneration and other details in accordance with Section197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report as Annexure6.
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 7.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations 2015 read with SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2015 the Annual Reportof top 500 listed entities based on market capitalization shall include the BusinessResponsibility Report (BRR) describing the initiatives taken by Company from anenvironmental social and governance perspective.
With reference to the above mentioned criteria your Company was covered under theambit of Regulation 34 of the SEBI (LODR) Regulation 2015 for the financial year2017-18. Further the Company with an intention to maintain same level of transparency haspublished the BRR for financial year 2018-19 as well which forms part of this AnnualReport as Annexure 8.
Further your 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 Business Responsibility Policy is available at the web linkhttps://bhansaliabs.com/business-responsibility-policy/
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 of the Act your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and 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.
The Board of Directors wish to place on record their sincere gratitude for the valuableguidance and continued support extended by the Stock Exchanges Ministry of CorporateAffairs other government authorities Banks and other stakeholders. Your Directors wouldalso like to take this opportunity to express their appreciation for the dedicated effortsof the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||M. C. Gupta |
|Place : Mumbai ||Chairman |
|Date : 3rd August 2019 ||(DIN: 01362556) |