DIRECTORS REPORT 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 (Section 134): 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. 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 thereunder 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. 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: 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 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/- Satishkumar S. Gupta Whole Time Director DIN: 02140734 Sd/- Kaushalkumar S. Gupta Managing Director DIN: 02140767 Date: 20/08/2015 Place: Vadodara |