| To,
The Members
Bansal Roofing Products Limited
3/2, Labdhi Ind. Estate,
Acid Mill Compound,
Ranmukteshwar road,
Vadodara - 390 004
Your Directors are pleased to present their Seventh Board's Report
together with the Audited Financial Statements for the year ended on
March 31, 2015
1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)} In Form MGT- 9 enclosed
as Annexure I.
2. NUMBER OF BOARD MEETINGS: (Section 134)
The Board of Directors duly met 8 times on 14/05/2014, 22/05/2014,
02/06/2014, 09/07/2014, 22/08/2014, 10/11/2014, 05/01/2015 and
07/03/2015
3. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Companies Act,
2013, the Directors hereby confirm that:
i) In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanations relating to
material departures;
ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
Loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) The directors have laid down internal financial controls to be
followed by the company and such controls are adequate and are
operating effectively.
vi) The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
are operating effectively.
4. RE-APPOINTMENT OF INDEPENDENT DIRECTOR {SECTION 149 (10)}
Mrs. Beena Bisht was appointed as Independent Director on 20/01/2014 as
per Companies Act, 1956 and thereby was appointed as Independent
Director as on 20/05/2014 as per Companies Act, 2013 for a term upto
five consecutive years ended on 19/05/2018.
Mrs. Shilpa Jadeja was appointed as Independent Director on 20/01/2014
as per Companies Act, 1956 and thereby was appointed as Independent
Director as on 20/05/2014 as per Companies Act, 2013 for a term upto
five consecutive years ended on 19/05/2018.
Ms. Bhavitaben Gurjar was appointed as Independent Director on
20/01/2014 as per Companies Act, 1956 and thereby was appointed as
Independent Director as on 20/05/2014 as per Companies Act, 2013 for a
term upto five consecutive years ended on 19/05/2018.
5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
(Section134):
1. Mrs. Beena Bisht
2. Mrs. Shilpa Jadeja
3. Ms. Bhavitaben Gurjar
were the Independent Directors on the board during the year being more
than one third of the total strength of the board and have remained
independent throughout the year as contemplated in sub section (6) of
section 149.
6. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON
DIRECTORS' APPOINTMENT AND REMUNERATION: {Section 178 (3) and 178 (4)}
The Company has duly established a Nomination and Remuneration
Committee. The Committee has presented to the Board the policy with
respect to remuneration for the directors, key managerial personnel and
other employees. The policy is presented as follows:
Appointment:
As per the Articles of Association of the Company, one third strength
of the Board is required to retire by rotation at the ensuing Annual
General Meeting. Mrs. Sangeeta K. Gupta are liable to retire by
rotation at the ensuing Annual General Meeting.
The appointment or reappointment of a director is made pursuant an
established procedure which includes assessment of managerial skills,
professional behavior, technical skills and other requirements as may
be required by the post.
Remuneration:
The Executive and Whole-time Directors of the company are paid
remuneration as per their respective contracts which are approved by
the Board after taking into consideration the recommendations made by
Nomination and Remuneration Committee.
The Nomination and Remuneration Committee also recommends the sitting
fees which is required to be paid to Non Executive Directors of the
company.
7. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE
QUALIFICATIONS :
Auditors:
M/s. Santlal Patel & Co. Chartered Accountants, bearing FRN. 113888W
who are the statutory auditors of the Company, hold office, in
accordance with the provisions of the Act up to this Annual General
Meeting and from whom necessary consent has been obtained under section
141 of the Companies Act, 2013 are eligible for re-appointment as
required under the provisions of Section 139 of the Companies Act, 2013
from the conclusion of this Annual General Meeting till the conclusion
of Eleventh Annual General Meeting of the Company subject to
ratification of the Members at every Annual General Meeting and at a
remuneration as may be decided by the Board. The Company has received
the necessary eligibility certificate from the Auditors and the
Directors recommend the resolution at item no. 3 of the notice for the
approval of the members.
The Auditors in their Audit Report/in the Annexure to their Audit
Report have not provided with any qualification.
8. SECRETARIAL AUDIT:
Secretarial Audit Report in terms of Section 204 (1) is enclosed as
Annexure II.
M/s. Devesh R. Desai, Company Secretaries were engaged by the Board for
the purposes of Secretarial Audit for the year ended on 31/03/2015.
The Secretarial Auditors in their Secretarial Audit Report/in the
Annexure to their Audit Report have not provided with any
qualification.
9. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186)
The Company has not given any loan or guarantee or security or made any
investment during the financial year.
10. RELATED PARTIES TRANSACTION
In Form AOC-2 enclosed as Annexure III.
11. FINANCIAL RESULTS:
Amount in Lacs
Particulars Current year Previous Year
2014-15 2013-14
Total Sales 2450.47 1916.98
Profit before
Finance Cost,
Depreciation, 110.93 110.14
Extraordinary
items & Taxes
Less Finance Cost (14.01) (11.09)
Less Depreciation &
Amortization (17.10) (6.43)
Profit before Prior
vPeriod items and Tax 79.82 92.62
Add Exceptional and
Extra Ordinary Items (10.40) 1.96
Profit Before Tax (PBT) 69.42 94.58
Provision for Tax (21.65) (28.62)
(Current Deferred
Income Tax)
Profit After Tax (PAT) 47.77 65.96
Balance brought forward
from previous year 73.05 58.81
Profit available for
appropriation 120.83 124.77
Appropriation : issue
of bonus shares NIL 51.72
Balance carried to
Balance Sheet 120.83 73.05
Paid up capital 219.72 151.72
Reserves and Surplus 256.83 73.05
12. RESERVES:
The Company proposes to carry Rs. 47,77,276 to the Reserves from net
profits of Rs. 47,77,276. All the Requirements as laid down in
Companies Act, 2013 and Rules made there under are complied with.
13. DIVIDEND:
Directors of the Company do not recommend dividend to its shareholders
this year as profit has been reduced, as compared from the last year.
14. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE
BALANCESHEET
AND THE DATE OF REPORT:
There are no material changes between the date of balance sheet and the
date of this report that would affect the financial position of the
company.
15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) Conservation of energy:
Steps taken / impact on conservation of energy, with special reference
to the following: (i) steps taken by the company for utilizing
alternate sources of energy including waste generated - Company has not
taken such steps but the company is in process to setup a solar plant
at factory in near future.
(ii) Capital investment on energy conservation equipment's - N.A.
(B) Technology absorption:
1. Efforts, in brief, made towards technology absorption. - N.A.
2. Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution,
etc. - N.A.
3. No technology was imported during the last 3 years - N.A.
4. Expenditure incurred on Research and Development - N.A.
(C) Foreign exchange earnings and Outgo
PARTICULARS AMOUNT (In Lacs)
Foreign Exchange earned in terms of actual inflows 153.20
during theyear
Foreign Exchange outgo during the year in terms of 2.51
actualoutflows
16. RISK MANAGEMENT POLICY:
The Management has put in place adequate and effective system and man
power for the purposes of risk management. In the opinion of the Board,
there are no risks which would threaten the existence of the Company.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the Company's net worth does not exceed Rs. 500 crores or
Company's turnover does not exceed Rs. 1000 crores or the Company's net
profit does not exceed Rs. 5 crore for any financial year, the
provisions of section 135 of the Companies Act, 2013 are not
applicable.
18. FORMAL ANNUAL EVALUATION:
The formal annual evaluation of Directors is made depending upon
Companies Evaluation Policy.
19. OTHER MATTERS:
Following are the other matters to be covered pursuant to Section
134(3)(q) of the Companies Act, 2013 read with Rules made there under:
Sr.
No. Particulars Disclosure
1. financial summary/highlights Your Company registered a
remarkablegrowth in its
operations. Turnover of the
Company was increased by Rs.
533.49 Lacs as compared to
last year. However Profit After
Tax amountedto Rs. 47.77 Lacs
against Rs. 65.96 Lacs of the
previous year.
2. change in the nature of
business There was no change in the nature
ofthe business during the year
3. Details of directors or key CFO of the Company was appointed
managerial personnel who were during the year.
appointed or have resigned
during the year;
4. Names of companies which have N.A.
become or ceased to be its
Subsidiaries, joint ventures
or associate companies during
theyear along with reasons
therefore;
5. (Details relating to Deposits No deposits were accepted
during the
covered under Chapter V of the year.
Act:
(a) Accepted during the year:
(b) remained unpaid or unclaimed
as at the end of the year:
(c) whether there has been any
default in repayment of
deposits or payment of
interest thereon during
the year:
OR
and if so (default),
number of such cases and the
total amount involved:
i. at the beginning of the year
ii. maximum during the year
iii.at the end of the year
(d) Details of deposits
which are not in compliance
with the requirements of
Chapter V of the Act
6. Details of significant and NA
material orders passed by the
Regulators or courts or
tribunals impacting the
going concern status
and company's operations
in future.
20. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF
THE COMPANIES ACT, 2013
Since the company has not formulated any scheme in terms of Section
67(3) of the Companies Act, 2013 no disclosures are required to be
made.
21. REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT {Section 131
(1)S}
The company has not made any modification or alteration in its
Financial Statement / Board Report in respect of last three financial
year.
22. RESIGNATION OF DIRECTOR {Section 168(1)}
The Board of Director is duly constituted and none of the directors
have resigned from the office of the director during this Financial
year.
23. AUDIT COMMITTEE {Section 177 (8)}
The Company has established an Audit Committee consisting of Ms.
Bhavitaben Gurjar, Mrs. Beena Bisht and Mr. Satishkumar S. Gupta, the
majority being the Independent directors.
24. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013
AND THE
RULES MADE THEREUNDER:
Sr. Particulars
No.
(i) the ratio of the Name of the Director: Ratio:
remuneration of
each director to Mr. Kaushalkumar S. 12.67 : 1
the median Gupta
remuneration of Mrs. Sangeeta K. Gupta
the employees of 1.62 : 1
the company for the
financial year
2014-15
(ii) Percentage Name of the Director: Percentage:
increase in
Mr. Kaushalkumar S. 67.54
remuneration of Gupta
each director and
CEO in the
Mrs. Sangeeta K.
Gupta
financial year 45.71
(iii) Percentage increase
in the median Percentage: 35.10
remuneration of
employees in the
financial year
14-15 as compared
with financial year
13-14
(iv) Number of permanent
employees on the
31.03.2015 31.03.2014
rolls of company 21 2
(v) Explanation on the Explanation: The rates of raw materials and
finished goods
relationship have dropped bit by bit in succession from
September,
between average 2014 up to March, 2015. Simultaneously the
demand of
increase in our products dropped and supply increased
due to entry
remuneration and of new players. Thus there was decrease in
performance of
company the Company and due to increase in number
of employees.
performance (PAT)
(vi) Comparison of the Comparison: remuneration of the Key Managerial
M.D. W.T.D. C.S. C.F.O. Personnel against the performance
Kaushalkumar Sangeeta Harneet kaur S. Ajay Tank
of the company
S. Gupta K. Gupta Anand
(PAT);
33.49% 4.27% 3.90% 2.37%
(vii) The key Key Parameters: N.A.
parameters for any variable component of remuneration availed by the
directors
(viii) Comparison of the Year Remuneration PAT Comparison
remuneration of (%)
the Key
Managerial 2013-14 1659649 6596077 25.16
Personnel against
the performance of
2014-15 2103640 4777276 44.03
the Company
(ix) Average (44.24)%
percentage increase already made in the salaries of employees other
than the managerial remuneration in Comparison with the last financial
year
(x) The ratio of the There was no such employee during the year who
received remuneration of remuneration in excess of any director's
remuneration. the highest paid director to that of the employees who
are not directors but receive
remuneration in excess of the highest paid director during the year.
(xi) Percentage M.D. IW.T.D. [CFO[CS
increase in
remuneration of 67.53926702 45.7142857 0 62.4436323
each director,
Chief Financial
Officer, Chief
Executive Officer,
Company
Secretary or
Manager
(xii) Affirmation The Board affirms that the remuneration is as per the
remuneration policy of the company
(xiii) Details 31.03.2015 31.03.2014
Variation in
Market Capitalization Rs. 7,14,09,000 N.A
Price Earning Ratio 13.60 NIL
Percentage 8.33% (32.50- N.A
Increase/decrease of 30/30*100)
market quotations
Net worth of the Rs. 4,76,54,637 Rs. 2,24,77,361
Company
25. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT,
2013:
No Managing Director or Whole- Time Director of the Company was in
receipt of any remuneration or commission from the Company's Holding or
Subsidiary companies during the financial year.
26. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:
There are no Subsidiaries, Associates and Joint Venture of the Company.
27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES
The Company has framed a whistle blower policy in terms of listing
agreement and the same may be accessed on the Company's website.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti- harassment policy in line with the
requirements of the Sexual Harassment of Women at workplace
(Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint
Committee has been set up to redress complaints received regularly and
are monitored by women line supervisors who directly report to the
Chairman of the committee.
29. ACKNOWLEDGEMENTS
The Board of Directors gratefully acknowledge the assistance and
co-operation received from the State Bank of India, HDFC Bank and all
other statutory and non- statutory agencies for their co- operation.
The Board of Directors also wish to place on record their gratitude and
appreciation to the members for their trust and confidence shown in the
Company.
The Board of Directors would like to especially thank all the employees
of the Company for their dedication and loyalty.
For and on Behalf of the Board
Bansal Roofing Products Limited
Sd/- Sd/-
Satishkumar S. Gupta Kaushalkumar S. Gupta
Whole Time
Director Managing Director
DIN: 02140734 DIN: 02140767
Date: 20/08/2015
Place: Vadodara
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