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Directors Report of Bansal Roofing Products Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Shareholders

The Directors of your Company have pleasure in submitting their Sixth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results:

The working results of the Company for the year ended 31-03-2014 stands as under : (Rs. In lacs) Year ended Year ended Particular 31/03/2014 31/03/2013

Total Sales 1916.98 1715.51

Profit before Finance Costs, Depreciation, Extraordinary items & Tax 110.14 97.55

Less : Finance Costs (11.09) (2.66)

Less : Depreciation and Amortization (6.43) (6.63)

Profit before Prior Period Items and Tax 92.62 88.26

Exceptional and extra ordinary items - -

Prior period items 1.96 -

Profit Before Tax (PBT) 94.58 88.26

Provision for Tax (Current Deffered) (28.62) (24.64)

Profit after Tax 65.96 63.62

Balance brought forward from previous year 58.81 (4.81)

Profit available for appropriation 124.77 58.81

Appropriation : Issue of Bonus Shares 51.72 -

Balance Carried to Balance Sheet 73.05 58.81

Paid-up Capital 151.72 100.00

Reserve and Surplus 73.05 58.81

Performance:

Your Company registered a remarkable growth in its operations. The operating profit before charging depreciation and finance cost amounted to Rs. 110.14 lacs against Rs. 97.55 lacs in the preceding year, representing a rise of 12.91%. Profit after tax amounted to Rs. 65.96 lacs against Rs. 63.62 lacs in the preceding year.

Operations:

All the projects undertaken by company are progressing as per schedule.

Transfer To Reserve:

Company has transferred profit to general reserve.

Dividend:

In view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31st March 2014.

Business:

Efforts are being made to provide better result than earlier years.

Directors:

At the ensuing Annual General Meeting, Mr. Satishkumar S. Gupta, Whole Time Director retire by rotation in terms of the Articles of Association of the Company and being eligible, offers himself for reappointment. A brief profile of the director is given in the notice of the 6th Annual General Meeting.

A brief resume of director retiring by rotation seeking appointment at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of companies in which they hold directorship and/or membership/Chairmanship of Committees of Board, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are given in the section of Annual Report.

Deposits:

The Company has not accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975 during the year.

Unclaimed Dividend:

There is no balance lying in unpaid equity dividend account.

Insurance:

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

Auditors:

M/s Santlal Patel & Co., Chartered Accountants, the auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They being eligible for reappointment as Statutory Auditor of the Company and have expressed their willingness to accept office and have furnished certificate under Section 139 of the Companies Act, 2013 for their eligibility for re-appointment. Your directors recommend for their appointment.

Auditors'' Report:

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 134 of the Act, your Directors hereby confirm the following:

1) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

2) That 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 ended 31.03.2014 and of the Profit & Loss of the Company for that period.

3) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

Pollution and Energy Conservation and Foreign Exchange:

Company''s Plant runs with the electricity which is supplied by MGVCL. It is reviewed and checked periodically checked as a measure of periodical maintenance. The particulars regarding technology absorption and Foreign exchange earnings and outgo pursuant to section 217 (1) (e) of the Companies Act, 1956 are as under:

C. Technology absorption

The Company''s plant is running satisfactorily. No other technology is involved in Company''s facility.

Particulars of Employees:

There was no employee drawing remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Appreciation:

Your Directors wish to place on record their sincere appreciation for the encouragement and co- operation received by the Company from customers, various Government, Semi- Government and Local Authorities, Suppliers, Shareholders and business associates.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co-operation and faith in the Company.

Registered Office : By Order of the Board of Directors 3/2, Labdhi Ind. Estate, Acid Mill Compound, Ranmukteshwar Road, Pratapnagar, Vadodara-390004 Sd/- Sd/- Kaushalkumar S. Gupta Satishkumar S. Gupta Date : 22-08-2014 Chairman & Managing Whole-time Place : Vadodara Director Director