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Directors Report of Bedmutha Industries Ltd.

Mar 31, 2023

The Board of Directors presents the 33^rd Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023.

HIGHLIGHTS OF FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended on March 31,2023 is summarized as under:

(Amount in Rs. Lakhs)
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Income from Operations	68,677.93	66,016.35	68,677.93	66,016.35
Add : Other Income	6,136.81	5,835.52	6,136.81	5,835.52
Profit before Interest, Depreciation and Taxes	7,810.06	7,465.25	7,810.06	7,465.25
Less : Finance Cost	3,357.76	3,238.81	3,357.76	3,238.81
Profit/ (Loss) before Depreciation and Taxes	4,452.30	4,226.43	4,452.30	4,226.43
Less : Depreciation	3,190.01	3,300.89	3,190.01	3,300.89
Profit/ (Loss) Before Taxes	1,262.29	925.54	1,262.29	925.54
Less : Provision for Current Taxation	-	-	-	-
Less: Provision for Deferred Taxation	-	-	-	-
Less: Taxes in respect of earlier years	-	-	-	-
Profit/ (Loss) after Taxes	1,262.29	925.54	1,262.29	925.54
less: Minority Interest	-	-	-	-
add: Share in Profit / (Loss) of Associates	-	-	38.58	12.11
Profit / (Loss) for the year	1,262.29	925.54	1,300.87	937.65

SUMMARY OF OPERATIONS/STATE OF THE COMPANY''S AFFAIRS:

During the financial year 2022-23, the Standalone, Income from operations of your Company increased by 4.03%, from '' 660.16 Crores to '' 686.78 Crores. The company has earned profit of '' 78.10 crores before interest, depreciation and taxes and earned Profit of '' 12.62 Crores after taxes as compared to previous year of '' 74.65 crores and '' 9.25 crores respectively.

During the financial year 2022-23, the Consolidated, Income from operations of your Company increased by 4.03%, from '' 660.16 Crores to '' 686.78 Crores. The company has earned profit of '' 78.10 crores before interest, depreciation and taxes and earned profit of '' 13.01 Crores after taxes as compared to previous year of '' 74.65 crores and '' 9.38 crores respectively.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and IND AS 23 on Consolidated Financial Statements read with IND AS 28 on Investment in Associates and Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. The summarized consolidated results are given alongside the financial results of your Company.

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has transferred of '' 1,262.29 lakhs to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2022-23 to accumulate the profit and plough back for better operations in coming years.

Particulars

2022-23 (Rs in lakhs)

2021-22 (Rs in lakhs)

Total Income

74,814.74

71,851.87

Profit after Tax

1,262.29

925.54

During the current financial year 2023-24 under steel unit, additional balancing machines has been added and is under erection which is going to help to increase the richer product mix giving higher contribution.

Copper unit is also adding balancing machines in cable plant to have richer product mix, which will start yielding better results from the 4^th quarter of current financial year i.e. 2023-24.

In continuation of the Green Initiative, we have entered into Power Purchase Agreement (PPA) for supply of electricity from solar. We have opted for OPEX model with a capacity of 3 Mega Watt. This step has dual benefit firstly supporting the green initiative, reduction in the carbon footprint and secondly reduction in power and fuel cost.

As conveyed in the previous Annual General Meeting, the Company''s accounts got upgraded to Standard during the financial year 2022-23 in the month of Sep-22, the payment obligations of all the Consortium Bankers are being met timely, which is indication of healthy recovery from the Restructuring ERA.

CREDIT RATINGS:

During the Financial Year 2022-23, INFOMERICS Valuation and Rating Private Limited and Acuite Ratings & Research Limited has assigned "BBB- (Triple B Minus with Stable Outlook)" i.e. Investment Grade rating for long term and A3 for short term debts of the Company.

During the current financial year 2023-24, INFOMERICS Valuation and Rating Private Limited, reaffirmed the Credit Rating as "BBB - (Triple B Minus with Stable Outlook)" i.e. Investment Grade rating for Long Term Debts and A3 for Short Term Debts of the Company.

Also the Punjab National Bank i.e. Consortium Lead Banker has issued the "No Objection Letter" with reference to the Reserve Bank of India (RBI) guidelines mentioning that Credit Rating from one Credit Rating Agency is sufficient if the aggregate exposure to the Company is less than '' 500 crores and accordingly Acuite Ratings & Research Limited, has withdrawn its ACUITE BBB - (for Long Term Bank facilities) and ACUITE A3 (for Short Term Bank facilities) ratings assigned to the Company.

CHANGES IN THE NATURE OF BUSINESS:

There has been no change(s) of business of the Company or in the nature of business carried on by the Company during the financial year under review.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2023 was '' 34,56,53,840 consisting of 3,22,63,884 Equity shares of '' 10/- each and 23,01,500, 1.00% Non-Convertible Cumulative Redeemable Preference Shares ("CRPS") of '' 10/- each.

During the current financial year there was no change in the Capital structure of the Company. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued to employees or Directors of the Company under any scheme (including Sweat Equity Shares).

DEPOSITS:

During the year 2022-23, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRY SCENARIO:

India remains a bright spot in the global steel industry and the steel demand in the country is expected to show a healthy growth of 7.3% and 6.2% in 2023 and 2024 compared to a global growth of 2.3% and 1.7%, respectively, according to Short Range Outlook of The World Steel Association. The worldsteel forecast comes against the backdrop of the country''s macro-economic fundamentals like manufacturing and services PMIs, IIP, core infrastructure growth, remaining

steady and strong and it is expected to register a GDP growth ranging from 6 to 6.5% in fiscal 2023-24, as estimated by different agencies including the RBI, IMF & World Bank.

World crude steel production stood at 622.7 mt in January-April 2023 period, registering a marginal decline of 0.3% yoy, according to provisional data released by World Steel Association (worldsteel). In April 2023, world crude steel production stood at 161.4 mt, down 2.4% compared with the same period of the previous year.

China remained the leader in world crude steel production with an output of 354.4 mt in January-April 2023 period, registering a growth of 4.1% yoy. The country accounted for 56.9% of world crude steel production during the first four months of 2023. Further, China, India and Iran were the only countries among the top 10 steel producing countries in the world which registered growth in production during January-April 2023. India was the 2nd largest producer of crude steel with an output of 43.9 mt in January - April 2023, showing a yoy growth of 3.0%. The country accounted for 7% of world crude steel production during the January-April 2023 period.

The Russia-Ukraine conflict and its many-sided repercussions, from raw material supply to logistics to uncertainties in trade flows to the growing impact of sanctions. Fluctuations in prices of major raw materials for steel making which showed a downward bias in the second quarter of 2023. Prices of major raw materials for steel making - iron ore, scrap, coal - have shown an upward bias in the first two months of 2023. Thereafter, the prices have either remained flat or followed a downward trajectory.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure 1 forming part of the Annual Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details of top ten employees and the names of other employees drawing the remuneration in excess of the limits set out in the said rules are provided in Annexure 2 of this Board''s Report.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure 2 of the Board''s Report.

MANAGERIAL REMUNERATION:

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Form MGT - 7 is available on the website of your Company www.bedmutha.com.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

As on March 31, 2023 the Company does not have any subsidiary Company.

The company has one associate company named as "Ashoka Pre-con Pvt. Ltd."

The Statement in form AOC-1 containing salient features of the financial statements of Companyâs Subsidiaries and associates is attached as Annexure 3 to the financial statements of the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no order has been passed by the regulators or courts or tribunals against the Company or any Directors, Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year 2023-23 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company had not entered into any materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their approval.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website fwww.bedmutha.com).

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Board''s Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also implemented several best Corporate Governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors, and 3 (Three) Executive Directors.

Mr. Ajay Kachardas Vedmutha (DIN: 01726879), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment.

With deep regret we report the sad demise of our Independent Director, Mr. Vasant Joshi on July 13, 2022.

Mr. Vasant Joshi was associated with the Company for more than six years and was appointed on the Board of the Company on November 11,2015 and that the Company immensely benefited from his vision, Knowledge and expertise during his tenure.

Mr. Vasant Joshi''s dedication and commitment have been an integral part of Company''s success and growth. His sudden and unexpected passing away will be an irreparable loss to the Company and all the Directors and Employees of the Company.

On the recommendation of Nomination and Remuneration Committee, Mr. Kachardas Bedmutha (DIN: 00715619) has been appointed as an Additional Director (Promoter) Executive Chairman of the Company w.e.f. August 10, 2022 and shareholders in the 32^nd Annual General Meeting of the Company accorded approval making the appointment of Mr. Kachardas Bedmutha as a Director (Promoter) Executive Chairman of the Company, for a period of 5 (Five) consecutive years, liable to retire by rotation i.e., till August 09, 2027.

On the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors at its meeting held on August 10, 2023, re-appointed Mr. Vjay K Vedmutha (DIN: 00716056) as the Managing Director for a period of 4 Years w.e.f. November 14, 2023 to November 13, 2027 and Mr. Ajay K Vedmutha (DIN: 01726879) as

the Managing Director for a period of 5 Years w.e.f. November 14, 2023 to November 13, 2028, subject to approval of the shareholders in the ensuing General Meeting.

The brief resume of the Director(s) seeking appointment or re-appointment and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 (SS-2) has been provided in the Notice convening 33^rd Annual General Meeting.

Presently, Mr. Kachardas Bedmutha, Chairman and Executive Director, Mr. Vijay Vedmutha - Managing Director, Mr. Ajay Vedmutha - Managing Director & Chief Financial Officer, Mrs. Vinita Ajay Vedmutha - Chief Executive Officer and Mr. Ajay Topale - Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values. Further, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

According to Regulations 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on February 07, 2023 wherein the performance of the Non-Independent Directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the company''s strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

NUMBER OF BOARD MEETINGS:

The meeting of the Board of Directors was held 6 (Six) times during the Financial Year 2022-23 and the intervening gap between two succeeding meetings was not more than 120 days. Your Company has complied with the provisions of Chapter XII - Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meetings and the attendance of the Directors present in such meetings are provided in the Corporate Governance report.

COMMITTEES OF THE COMPANY:Audit Committee:

The Board has properly constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which consists of the following members'' viz.:

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mrs. Vandana Sonwaney	Member	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director (Managing Director)
Mr. Shreekrishna Marathe	Member	Independent Director
Mr. Vasant B. Joshi ¹	Member	Independent Director

* Note 1: Mr. Vasant Joshi (DIN: 07348931), Non-Executive Independent Director of the Company expired on July 13, 2022.

The details regarding Composition, meetings and attendance of the members have been mentioned in the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns about unethical practice. Any complainant can have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Company''s website i.e., http://www.bedmutha.com.

Nomination and Remuneration Committee:

The Board of Directors has constituted the Nomination and Remuneration Committee in accordance with the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members viz.:

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mrs. Vandana Sonwaney	Member	Independent Director
Mr. Shreekrishna Marathe	Member	Independent Director
Mr. Vasant B. Joshi *	Member	Independent Director

* Note: Mr. Vasant Joshi (DIN: 07348931), Non-Executive Independent Director of the Company expired on July 13, 2022.

The details regarding composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria for Their Performance Evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company. (www.bedmutha.com)

Stakeholder Relationship Committee:

The Board of Directors has constituted Stakeholders Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Composition, meeting and attendance of the members have been mentioned in the Corporate Governance Report.

Corporate Social Responsibility Committee (CSR):

As per Section 135 of the Companies Act, 2013, every Company having net worth of Rupees five hundred crore or more, or turnover of Rupees one thousand crore or more, or a net profit of Rupees five crore or more during any financial year shall constitute the CSR Committee.

The Provisions of Corporate Social Responsibility (CSR) u/s 135 of the Companies Act, 2013 has become applicable to the company on the basis of financials FY 2021-22 and the amount derived as obligation for its expenditure will be made during FY 2022-2023.

The Company was required to spend '' 6.72 Lakhs on CSR activities for FY2022-23. The Company had spent '' 6.73 Lakhs during FY 2022-23. The Company has thus spent the entire amount required to be spent on CSR activities during FY2022-23.

The Annual Report on Corporate Social Responsibility for the financial year ended March 31,2023 is set out in Annexure 7 to the Board''s Report.

The Company has constituted the CSR Committee.

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director
Mr. Ajay Vedmutha	Member	Executive Director
Mr. Kachardas Bedmutha *	Member	Executive Director (Chairman)

* Note: Mr. Kachardas Bedmutha (DIN: 00715619), was appointed as a Director (Promoter) Executive Chairman of the Company w.e.f. August 10, 2022.

RISK MANAGEMENT POLICY:

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company''s website. (www.bedmutha.com)

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation:

The Company has identified various risks faced by the Company from different areas. As required under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminatting the risk of failure to achieve business objectives.

The Company had appointed M/s. K N B J & Associates., Chartered Accountants as internal Auditors to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in

discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self-discovery of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

There are no loans, security or guarantees covered under section 186 of the Companies Act, 2013. The details of Investment covered under section 186 of the Companies Act, 2013 forming part of notes to Accounts.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

M/s. A. D. Kulkarni & Co., Chartered Accountants [Firm Registration No. 115959W], Jalgaon, has been the Statutory Auditors of the Company since 2014 and has completed a term of Five consecutive years. Their term as auditors is upto the conclusion of the ensuing 32nd Annual General Meeting. In accordance with the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. SIGMAC & Co., Chartered Accountants, Mumbai (Firm Registration No. 116351W) have been appointed as Statutory Auditors for the first term of 5 consecutive years commencing from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting for the Financial Year 2026-27.

The Company had received a written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder.

As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. SIGMAC & Co., Chartered Accountants, (Firm Registration No. 116351W) have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

AUDITORS'' REPORT:

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks in the Auditorsâ Report.

INTERNAL AUDITORS:

M/s. K. N. B. J. & Associates., Chartered Accountants, is the Internal Auditors of the Company and their reports are reviewed by the Audit Committee on periodical basis.

M/s. Hiran Surana & Associates LLP, Chartered Accountants, are appointed as Internal Auditors of the Company w.e.f. July 2023 to March 2024, on resignation of M/s. K. N. B. J. & Associates, as Internal Auditors of the Company.

COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s. Deodhar Joshi & Associates, Cost Accountants (Firm Registration No.: 002146) to conduct the cost audit of the Company for the Financial Year 2023-24.

The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

COST RECORDS

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act and the Rules made there under, M/s. Sharma and Trivedi LLP (LLPIN:AAW-6850) had been re-appointed as the Secretarial Auditors of the Company for the financial year 2023-24.

The Secretarial Audit Report for the year under review is annexed as "Annexure 5" to this report.

Necessary explanation to the observations made in the Secretarial Audit Report is given below:

1. There was one instance of delay in filing some of the e-form with MCA (Ministry of Corporate Affairs).

Management Reply

The Board has advised the Secretarial Department to File the E-Forms within due date to avoid such delay in future. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-7 is available on the website of the Company at www.bedmutha.com.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that:

(i) In the preparation of the Annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation related to material departure(s), if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 âgoing concernâ basis;

(v) The Directors of the Company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES:

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 6 to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds, being dividends lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2022-23, no complaints were received regarding sexual harassment. Further, the Company is conducting the awareness programs at regular interval of time.

OTHER MATERIAL INFORMATION:

During the year under review, there is no other material information to report.

However, during the Financial year i.e. 2022-23, there was closure of Plant 2 of the Company situated at Plot no. A-70/71/72, STICE and Gut no. 931/1, Musalgaon, Tal Sinnar, Dist Nashik 422 103 with effect from June 24, 2022.

The Plant 2 has been running into losses and the capacity utilization of plant has also come down drastically. Due to these circumstances it has become commercially and economically unviable for its continuation of the operations at Plant 2. Due to the closure of Plant 2, the services of all the 88 workmen of plant 2 has been terminated w.e.f. June 24, 2022 (at the close of business hours) and the said workmen had received the closure compensation as provided under provisions of Industrial Disputes Act, 1947.

Existing customers of Plant 2 has been serving from Nardana Plant 6.

GENERAL:

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

(c) issue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employee Stock Options Schemes referred to in this Report;

(d) raising of funds through preferential allotment or qualified institutions placement;

(e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future;

(f) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

(g) instance of one-time settlement with any bank or financial institution;

(h) fraud reported by Statutory Auditors; and

(i) change of nature of business.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India. CAUTIONARY STATEMENT:

Statement in the Directors'' report and the Management Discussion and Analysis describing the company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Company''s valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

Mar 31, 2018

BOARDâS REPORT

To the Members

bedmutha industries limited

The Board of Directors presents the 28^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31^st March, 2018.

financial highlights OF PERFORMANCE:

The financial performance of the Company for the year ended on 31^st March, 2018 is summarized as under:

(Amount in Rs, Lakhs)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Income from Operations	60,387.21	69,851.22	60,418.22	69,851.22
Add : Other Income	3,310.16	2,074.52	3,313.83	2,115.85
Profit before Interest, Depreciation and Taxes	486.20	5,099.44	400.82	5,149.06
Less : Finance Cost	6,005.64	5,798.67	6,006.97	5,800.44
Profit/ (Loss) before Depreciation and Taxes	(5,519.44)	(699.23)	6,407.79	(651.38)
Less : Depreciation	2,679.24	2,911.34	2,688.47	2,919.70
Profit/ (Loss) Before Taxes	(8,198.68)	(3,610.57)	(9,096.26)	(3,571.08)
Less : Provision for Current Taxation	-	-	3.45	12.90
Less: Provision for Deferred Taxation	-	-	(1.02)	0.20
Less: Taxes in respect of earlier years	-	-		1.85
Profit/ (Loss) after Taxes	(8,198.68)	(3,610.57)	(9,098.69)	(3,586.03)
less: Minority Interest	-	-	(407.28)	11.10
add: Share in Profit / (Loss) of Associates	-	-	8.8	(17.40)
Profit / (Loss) for the year	(8,198.68)	(3,610.57)	(8,682.61)	(3,614.53)

SUMMARY OF OPERATIONS/STATE OF THE COMPANYâS AFFAIRS:

During the year, the Standalone, Income from operations of your Company decreased by 13.55%, from Rs, 698.51 Crores to Rs, 603.87 Crores. The company has incurred profit of Rs, 4.86 crores before interest, depreciation and taxes but incurred loss of Rs, 81.99 Crores after taxes as compared to previous year.

During the year, the Consolidated, Income from operations of your Company decreased by 13.50%, from Rs, 698.51 Crores to Rs, 604.18 Crores. The company has incurred profit of Rs. 4.00 crores before interest, depreciation and taxes but incurred loss of Rs, 86.82 Crores after taxes as compared to previous year.

FINANCIAL PERFORMANCE OF SUBSIDIARY:

Our Company has one subsidiary i.e. M/s. Kamalasha Infrastructure and Engineering Private Limited (CIN: U45200MH2007PTC167532). The financial performance of the subsidiary is as under:

(Rs, In lakhs)

Particulars	2017-18	2016-17
Income from Operations	567.24	637.07
Add : Other Income	3.68	41.33
Profit before Interest, Depreciation and Taxes	(887.02)	49.61
Less : Finance Cost	1.33	1.77
Profit/ (Loss) before Depreciation and Taxes	(888.35)	47.84
Less : Depreciation	9.23	8.36
Profit/ (Loss) Before Taxes	(897.58)	39.48
Less : Provision for Current Taxation	3.45	12.90
Less: Provision for Deferred Taxation	(102)	0.20
Less: Taxes in respect of earlier years	-	1.85
Profit/ (Loss) after Taxes	(900.00)	24.54

During the financial year 2017-18, the Income from operations of the company decreased by 10.96% from Rs, 637.07 lakhs to Rs, 567.24 lakhs and incurred a Loss Before Tax of Rs, 897.58 Lakhs against the profit of Rs, 39.48 Lakhs and Net Loss after tax of Rs, 900.00 Lakhs against the Net Profit of Rs, 24.54 Lakhs of the previous year respectively.

consolidated FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. The summarized consolidated results are given alongside the financial results of your Company.

amount CARRIED forward to RESERVES:

Your Company has not transferred any amount to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2017-18 on account of loss incurred by the company. BUSINESS REVIEW:

The Financial Year ended 31^st March 2018, was one of the most bad year for the Company on account many bad events beyond the control of Management which lead to an extra ordinary losses which is explained in subsequent paragraph.

The First restructuring done by the lender ended on 01/01/2017 and accordingly repayment of term loan started. This repayment scheduled created a huge cash flow mismatch since the first restructuring done by the Bankers w.e.f. 01/01/2015 could not help the Company to reach the rated capacity and cash surplus as envisaged in the projection given during the restructuring proposal on account of many reasons.

a) As per the restructuring proposal additional term loan was sanctioned to be utilized for the last mile capex and for new machinery for rope and copper wire division, as per the plan all capex was to be completed by June 2015 but due to many technical reasons the lenders could not disburse the loan amount and the said loan was released after 1 year, further one of the Consortium Bank did not disburse their share in totality. All this resulted into a vicious circle where the plant could not be ramped up and thus necessary cash flows could not be generated.

b) Due to non-release of additional term loan fixed cost of the Company which is to the tune of Rs, 2 crores per month could not be absorbed resulting into continuous draining of working capital, thus further reducing the capacity utilization.

Due to above mismatch in cash flow, we decided to approach our existing lender to reassess the loan and restructure in such a way to match the cash flow. In view of this number of meetings has been held with the Lenders and they have co-operated and asked us to submit our Resolution Plan and the same on the date of this report is under active progress for final resolution.

As mentioned above, this year we had booked an extra ordinary losses of one time nature to the extent of Rs, 43.3 Crores, the reasons for the same was as below:

As it was reported in July-2017 there was heavy rains and thunderstorm and shed of plant 1 got damaged due to heavy wind pressures and continuing the production in the damaged shed could have pose danger to the life of Employees and property. As it was risky, management had to shut down plant 1 abruptly and suddenly.

Similarly, Plant 3 and 4, which were small units on 1000 Sq. Meter Plot area have also to be discontinued from production as they were fed from plant 1. Plant 1 was responsible to feed raw material to plant 3 & Plant 4.

About the shutdown of production of above mentioned three (3) units of our Sinnar location, we had informed the Stock Exchanges and Lenders immediately.

After shutting down of the above plants, management carried out inspection of the inventory at the plant, most of which was in WIP form. The following was observed during this process:

- Large part of this inventory was in WIP (non-standard) condition and hence cannot directly be used by other customers

Due to the above circumstances, it was decided to dispose off the inventory and the same was carried out. As these were in WIP stage it became non-standard items and there was no other alternative disposal than melting. These could only be sold to the scrap dealers or Steel plant using scrap as RM. WIP and some consumable inventory become obsolete due to its non-usability and presented as scrap item and valued at NRV due to which cost of Consumption during the period has increased to the tune of Rs, 1,325.61 Lakhs.

Thus due to Closure of Sinnar Plants 1,3 & 4 company incurred one-time expenses in relation to closure which are given below:-

(In Crores)

Obsolence on WIP & consumables	13.3
- Cost to retrieve the used lead and zinc of Sinnar plant at Nardana plant	8.0
- Discount On Sales / One time settlement with debtors	1.3
- Bad debts written off	1.7
- Labour cost for 9 months	4.5
- Staff cost for 7 months	2.7
- One time settlement with employees and others	2.8
Low capacity utilization on account of liquidity issues	9.0
TOTAL	43.3

The adversity of under utilization of capacity and the loses for last 4 years year has forced us to restructure the organization internally and very homogeneous team of personnel created which is now fully geared up to ride the upswing in the economy. We are very hopeful that the lender will approve our Resolution Plan to restructure the loan in a workable manner.

The value added lines namely wire rope, copper foil has become functional and the product is well accepted both domestically and internationally. Trial production for Tyre Beed line has started, copper wire division trials have also started.

In continuous drive of consolidating the business, we have stopped the operation of plant 1, 3 and 4 of Sinnar and are proposing to sale the same and utilize the funds to reduce the debt of the Company.

We have also kept the non core assets namely 52 acres of Rasegaon land and 12 acres of Sinnar Land on block for sale and the proceed will be utlised to reduce the debt.

In our Resolution Plan to the lenders we have bifurcated the loan into sustainable and non sustainable. Once this is done, we are more than positive that we will be able to bring the Company out of the Red within 3 years from now.

CHANGES iN THE NATuRE OF BuSiNESS:

There was no change in the nature of business during the year ended 31^st March, 2018.

SHARE CAPiTAL:

The paid up Equity Share Capital as on March 31, 2018 was Rs, 24,53,16,110. The Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

DEPOSiTS:

During the year 2017-18, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

industry scenario:

Indiaâs finished steel consumption grew at a CAGR of 5.69 per cent during FY08-FY18 to reach 90.68 MT. Indiaâs crude steel and finished steel production increased to 102.34 MT and 104.98 MT in 2017-18, respectively. In 2017-18, the countryâs finished steel exports increased 17 per cent year-on-year to 9.62 million tonnes (MT), as compared to 8.24 MT in 2016-17. Exports and imports of finished steel stood at 0.99 MT and 1.22 MT, during Apr-May 2018.

Government of Indiaâs focus on infrastructure and restarting road projects is aiding the boost in demand for steel. Also, further likely acceleration in rural economy and infrastructure is expected to lead to growth in demand for steel.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

PARTICULARS OF EMPLOYEES:

MANAGERIAL Remuneration:

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on 12th February, 2015 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Form MGT - 9 which also forms part of this Report and is also available on the website of your Company www.bedmutha. com.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Pursuant to Section 129(3) of the Companies Act, 2013, the Balance sheet as on March 31, 2018 and the Statement of Profit and Loss for the year ended on that date of Subsidiary Company, M/s. Kamalasha Infrastructure and Engineering Private Limited is attached to this report. However, the financial information of Subsidiary Company is disclosed in the Annual Report in compliance with this section. The consolidated financial statements presented by the Company include the financial result of its Subsidiary Company.

The company has one associate company named as âAshoka Pre-con Pvt. Ltd.â

The Statement in form AOC-1 containing salient features of the financial statements of Company''s Subsidiaries and associates is attached as Annexure 3 to the financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.bedmutha.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Companyâs registered office address.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review, no order has been passed by the regulators or courts or tribunals against the Company or any Directors, Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year 2017-18 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their approval.

The policy on Related Party Transactions as approved by the Board may be accessed on the Companyâs website (www. bedmutha.com).

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Boardâs Report.

CORPORATE GOVERNANCE:

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2018, the Company has 6 (Six) Directors consisting of 3 (Three) Independent Directors, and 3 (Three) Executive Directors.

Mrs. Vinita A. Vedmutha (DIN:01729366), resigned from the post of Whole-Time Director and continue as Senior Chief Executive Office of the Company w.e.f. 14^th August, 2017 , Mr Pradeep Ghare (DIN:07421895) Non-executive & Independent Director resigned w.e.f. 14^th September 2017 and Mr. K.R. Bedmutha (DIN:01724420)resigned from the post of Chairman & Whole-Time Director of the Company w.e.f. 14^th August, 2018.

The Board of Directors record their appreciation for the contribution made by the said Directors. Further, taking into consideration the contribution made by Mr. K. R. Bedmutha since inception, he has been appointed as Advisor and Chairman Emritus by the Board of the Company.

Mr. Vijay Kachardas Vedmutha (DIN:00716056), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment.

On the recommendation of the Nomination and Remuneration Committee and Audit Committee, the Board of Directors at its meeting held on 14^th August, 2018, re-appointed Mr. Vijay K Vedmutha (DIN:00716056) as the Managing Director and Mr. Ajay K Vedmutha (DIN:01726879) as the Managing Director for a period of 5 Years w.e.f. 14^th November, 2018 to 13^th November, 2023, subject to approval of the shareholders in the ensuing General Meeting. Mr. Vijay Vedmutha has also been appointed as the Chairman by the Board of Directors.

The brief resume of the Director seeking appointment or re-appointment and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 (SS-2) has been provided in the Notice convening 28^th Annual General Meeting.

During the year, Mr. Prashant Paradkar (ACS No.: 45585)resigned from the post of the Company Secretary and Compliance Officer of the Company w.e.f. 18^th May, 2018 and Mr. Ajay Topale (ACS No.:26935) was appointed as Company Secretary and Compliance Officer of the Company w.e.f.14^th August, 2018.

Presently, Mr. Vijay Vedmutha, Chairman and Managing Director, Mr. Ajay Vedmutha- Managing Director and Chief Financial Officer, Ms. Vinita Ajay Vedmutha, Chief Executive Officer and Mr. Ajay Topale, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

declaration by independent directors:

annual evaluation OF BOARDâS PERFORMANCE:

According to Regulations 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on 12^th February, 2018 wherein the performance of the Non-Independent Directors, including the Chairman, was evaluated.

familiarization PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the companyâs strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

number OF BOARD MEETING:

The meeting of the Board of Directors was held 5 (Five) times during the financial year 2017-18 and the intervening gap between any two succeeding meetings was not more than 120 days as prescribed under Section 173 of the Companies Act, 2013. Your Company has complied with the provisions of Chapter XII - Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meeting and the attendance of the Directors present in such meeting is annexed to the Corporate Governance report.

committees OF THE COMPANY: Audit Committee:

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mrs. Vandana Sonwanye	Member	Independent Director
Mr. Vijay Vedmutha	Member	Executive Director (Managing Director)
Mr. Vasant B. Joshi	Member	Independent Director

The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company. Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any one complainant to have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Companyâs website i.e., http://www.bedmutha.com.

Nomination and Remuneration Committee:

Name of Member	Designation	Category
Mr. Narayan Kadu	Chairman	Independent Director
Mrs. Vandana Sonwaney	Member	Independent Director
Mr. Vasant B. Joshi	Member	Independent Director

The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria for Their Performance Evaluation

The Company has adopted a policy titled as âNomination & Remuneration Policyâ which inter alia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company. (www.bedmutha.com)

Stakeholder Relationship Committee:

Corporate Social Responsibility Committee (CSR):

Considering the above threshold limit specified above, the Company is not required to constitute the CSR Committee. RISK MANAGEMENT PoLICY:

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companyâs management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

Risk & Mitigation:

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

internal financial CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company has appointed M/s. Swati Ware & Co., Chartered Accountant as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self-discovery of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186:

The loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes no. 3 & 7 to the Financial Statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

Mr. A. D. Kulkarni (ICAI Membership No.: 049739), Proprietor of M/s. A. D. Kulkarni & Co., Chartered Accountants, Jalgaon (Firm Registration No. 115959) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 25, 2017, for a period of five (5) consecutive years commencing from the conclusion of 27^thAGM till the conclusion of the 32^nd AGM of the Company, subject to ratification by the members, if any, required as per applicable laws from time to time, at every Annual General Meeting.

Pursuant to notification of certain sections of the Companies (Amendment) Act, 2017, on May 7, 2018, the requirement of ratification of auditors by the members is no longer required. However, as matter of abundant precaution, the ratification by the members is being sought for the approval of members in the ensuing Annual General Meeting.

Further, taking into consideration this recent amendment, the annual ratification will not be sought from next year onwards.

AUDITORSâ REPORT:

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

The Statutory Auditors have expressed qualified opinion in their report for the year ended 31^st March 2018 in respect of following matters:

a) In respect of preparation of financial statements of the company on going concern basis, for the reasons stated therein, during the year, the Company has incurred net loss of Rs, 81.98 crores resulting into accumulated losses of Rs, 127.70 crores. The Company''s current liabilities exceed current assets. These matters require substantial debt reduction in the company also additional cash flow is required to fund the operations as well as other obligations.

Management Reply:-

- As bankers did not disburse sanctioned Rs, 35.00 crores term Loan fully and timely and due to sudden closure of Sinnar Plant 1 due to the safety of workers as the old shed of Plant 1 was not safe, the Company has incurred a loss of Rs, 81.98 crores in financial year 2017-18. This was a one-time event.

Company is in the process of restructuring its loan from bankers which will result in loan reduction by approx. Rs, 200 crores due to conversion of term loan in CRPS. This will improve the net worth of the company by Rs, 200.00 crores and reduction of debt of the company by Rs, 200.00 crores.

- Secondly, to improve the liquidity position and capacity utilization/Operations of the company, company is in the process of raising minimum funds of Rs, 40.00 crores from Investors or NBFC. This is also a precondition from Bankers to pass the restructuring plan.

- Company being a Mega project has un-accrued Incentive from Government of Maharashtra to the tune of Rs, 208.00 crores. Only Rs, 60.00 crores of the incentive have been accrued till 31^st March,2018.

- Also company has decided to sell its non-core assets to improve its liquidity for operations and also for Debt reduction. Accordingly, financial statements have been prepared on the basis that company is a going concern.

b) The Company has defaulted in repayment of loans and borrowings from banks Management Reply:-

The major reason behind for default of loans and borrowings to Lenders was mainly due to delay and partial non disbursement of Rs. 35.00 crores term loans from banks due to which the value added product lines like wire rope, copper foil and tyre breed wire started late by 18 to 36 months which in turn have resulted into non absorption of fixed cost to the tune of Rs. 2.00 crores per month resulting into continuous draining of working capital. Thus, further reducing the capacity utilization. Due to above mismatch in cash flow, we decided to approach our existing lenders to reassess the loan and restructure in such a way to match the cash flow. In view of this number of meetings has been held with the Lenders and they have co-operated and asked us to submit our Resolution Plan and the same on the date of this report is under active progress for final resolution.

c) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record, other than Mr. K.R Bedmutha, none of the directors is disqualified as on 31st March, 2018 for appointment in any other company as a director in terms of sub-section (2) of section 164 of the Act. Further, Mr. K.R Bedmutha, Chairman intimated about the Notice received from the Registrar of Companies, Mumbai, Maharashtra for Striking-off the name of âKMK Foods Private Limitedâ, in which he was as a Director. He also informed that the Honâble High Court had stayed the Order of the Ministry of Corporate Affairs (MCA) for disqualification of Director of the struck-off companies. Hence, until the final judgement is passed by the Honâble Court, the matter will remain sub-judice.

Management Reply:-

Mr. K.R Bedmutha, Chairman intimated the Company about the Notice received from the Registrar of Companies, Mumbai, Maharashtra for Striking-off the name of âKMK Foods Private Limitedâ, in which he was as a Director. He also informed the Company that the Honâble Supreme Court admitted a special leave petition of the Ministry of Corporate Affairs (MCA) and stayed the Order of the Honâble High Court, Bombay which gave relief to the those disqualified Directors of the struck-off companies. Hence, until the final judgement is passed by the Honâble Supreme Court, the matter will remain sub-judice.

INTERNAL AUDITORS:

M/s. Swati Ware & Co., Chartered Accountants, is the Internal Auditors of the Company and their reports are reviewed by the Audit Committee on periodical basis.

cost auditors:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules,

2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s. Ravindra Keshav Deodhar, Cost Accountants (Firm Registration No.: 102138) to conduct the cost audit of the Company for the financial year 2017-18. The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

cost records

The Company is maintaining the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

secretarial auditors :

In terms of Section 204 of the Act and the Rules made there under, Mr. Ved Prakash, Designated Partner of M/s. S. Anantha & Ved LLP (LLPIN: AAH-8229) had been appointed as the Secretarial Auditors of the Company for the financial year 2017-18.

The Secretarial Audit Report given by Mr. Ved Prakash, Practicing Company Secretary in Form MR-3 is given in Annexure 5 forming part of the Boardâs Report. The Secretarial Audit Report contain an observation with respect to the letter Notice received from the Registrar of Companies, Mumbai, Maharashtra for Striking-off the name of âKMK Foods Private Limitedâ, in which Mr. K. R. Bedmutha was a Director. He also informed the Company that the Honâble Supreme Court admitted a special leave petition of the Ministry of Corporate Affairs (MCA) and stayed the Order of the Honâble High Court, Bombay which gave relief to the those disqualified Directors of the struck-off companies. Hence, until the final judgment is passed by the Honâble Supreme Court, the matter will remain sub-judice.

EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 (âthe Actâ) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-9 is annexed as Annexure 6 to this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that:

(i) In the preparation of the Annual accounts for the year ended 31^st March 2018, the applicable accounting standards have been followed along with proper explanation related to material departure(s), if any;

(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 as at 31^st March, 2018 and of the loss of the Company for the year ended on that date;

(iv) The Directors have prepared the annual accounts on a âgoing concernâ basis;

(v) The Directors of the Company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-18, no complaints were received regarding sexual harassment. Further, the Company is conducting the awareness programs at regular intervals.

OTHER MATERIAL INFORMATION:

During the year under review, the registered office of the Company has been shifted from A-32, STICE, Sinnar, Musalgaon MIDC, Sinnar, Nashik -422103 to A-70/71/72, STICE, Sinnar, Musalgaon MIDC, Sinnar Nashik -422112.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with the Secretarial Standards issued by ICSI, one of the premier professional bodies in India.

CAUTIONARY STATEMENT:

Statement in the Directorsâ report and the Management Discussion and Analysis describing the companyâs objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Companyâs valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors of

bedmutha industries limited

Vijay Vedmutha

Chairman & Managing Director

DIN: 00716056

Date: 14^th August, 2018

Place: Sinnar

Mar 31, 2016

BOARDâS REPORT

To the Members

BEDMUTHA INDUSTRIES LIMITED,

The Board of Directors presents the 26^th Annual Report together with audited financial statement for the year ended 31st March 2016.

FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31^st March, 2016 is summarized as under:

(amount in Rs, Lakhs)

Particulars	Standalone		Consolidated
	2015-2016	2014-2015	2015-2016	2014-2015
Income from Operations	49,961.99	32,147.23	49,977.59	32,717.48
Add: Other Income	605.60	417.60	612.94	471.94
Profit before Interest, Depreciation and Taxes	1,762.67	2,091.35	1,791.94	2,120.26
Less: Finance Cost	3,817.53	2,270.55	3,818.91	2,280.87
Profit/ (Loss) before Depreciation and Taxes	(2,054.86)	(179.19)	(2,026.98 )	(160.60)
Less: Depreciation	2,054.17	1,019.79	2,062.98	1,028.48
Profit/ (Loss) Before Taxes	(4,109.04)	(1,198.98)	(4,089.95)	(1,189.08)
Less : Provision for Current Taxation	--	--	6.4	4.6
Less: Provision for Deferred Taxation	(116.49)	(359.45)	(117.42)	(360.67)
Less: Taxes in respect of earlier years	--	16.47	--	16.47
Profit/ Loss after Taxes	(3,992.55)	(856)	(3,978.93)	(849.48)

SUMMARY OF OPERATIONS/STATE OF THE COMPANYâS AFFAIRS:

During the year, the total revenue from operations of your Company increased by 53.94 %, from Rs,352.31 Crores to Rs,542.35 Crores. The Company has earned profit of Rs,17.63 crores before interest, depreciation and taxes but incurred loss of Rs,39.93 Crores after taxes as compared to previous year.

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2015-16 on account of loss incurred by the Company. BUSINESS REVIEW:

The financial year ended 31^st March, 2016 turned out to be more tougher year in the series of last two financial years of slow growth. Due to the minimum capital investments and low spending on infrastructure by the private sectors, there was shortage of demand of our products which results as pricing pressure on our Company. However, we have introduced few value added projects at the Nardana Project unit, namely, 1 ) Tyre Bead and 2) Wire Ropes, but due to late release of additional Term Loan resulted into delay in implementation of the balancing machines, This is the one of the reasons for under utilization of value added product lines affecting the bottom line.

We as a company has tried to utilize this slowdown to build relationship with our customers, our overall sale in terms of quality of both the units of Sinnar and Nardana has increased, over last year and is expected to further improve during this year 2016-17.

PROJECT IMPLEMENTATION, CHANGES AND its PRESENT STATUS:

As the members are aware, that Government of Maharashtra has allotted the land to our company at Nardana with gross VAT incentive policy and then the company decided to put up project at Nardana project, which started in January 2012 after acquiring land from MIDC in November 2011. The project can be split into following sections to give proper status of implementation till date.

1. Pickling Section

2. Rod breaking Section (phase 1 & 2)

3. Galvanizing line

4. Medium Fine Section (phase 1 & 2)

5. Wet Wire Section (phase 1 & 2)

6. Rope Plant (phase 1 & 2)

7. Tyre Bead line (phase 1 & 2)

8. Copper Plant (phase 1 & 2)

As on the date, Section 1, 2, 3 and 8 (phase 1) are successfully completed and started with commercial production in month of September 2015 while section no 4, 5, 6, 7 and phase 2 of section 8 are yet to complete and are expected to be completed by end of March 2017 as disbursement of new term loan of Rs, 35 crores is started from the month of March 2016. In phase 2 subsequently, for which an investment of about Rs, 20 crores which will be raised through a mix of borrowings from Banks &/or Internal resources.

CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year ended 31^st March, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 is Rs,210,316,110. During the year under review, the Company has allotted 35,00,000 preferential warrants to the Promoter and Promoter group which is subject to conversion into equity share upon full payment of consideration. The Company has allotted 20,00,000 ( Twenty lakh) Equity shares of Rs, 10/- each to Bedmutha Sons Realty Ventures Private Limited on 11 ^th July, 2016 upon conversion of preferential warrants in to equity shares. Hence, the paid up Capital of the Company has been increased from Rs, 210,316,110 to Rs, 230,316,110 as on the date on this report. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DEPOSITS

During the year 2015-16, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRY SCENARIO

During the year 2015-2016, the global economy had an uneven growth with a few developed economies demonstrating resilience while India has relatively outperformed its peers. The sharp decline in oil and commodity prices has also impacted the economy of many commodity producing countries. The recent initiative to assess and rank the States on ease of doing business has ignited the spirit of competitive federalism that will certainly make India an attractive destination for new business and investments not only from within India but from across the globe. As a foundation industry for any nation, the Indian Steel industry will be encouragingly watching these developments and would be future ready to serve the nation with globally competitive products and services.

Your Company falls under the category of steel, which is a major contributor in the Gross Domestic Production of our country and in recent years, the steel industry has been impacted by significant oversupply in certain geographies, declining demand, falling spreads between steel prices and raw material prices and volatile currency movements. Some of these issues are structural as the world is readjusting to lower commodity prices and slow growth. Under these circumstances, it would be vital for the industry to look at supply side restructuring to rebalance the demand-supply equation especially in countries and regions where the oversupply situation is structurally acute. Also, it is require highlighting that It is important for national governments to ensure a level playing field for fair competition against unfairly priced imports and the long-term competitiveness of the steel industry in India will depend on the cost of doing business including regulatory costs, infrastructure efficiency for inbound and outbound transportation of raw material and finished goods, as also the availability of energy at competitive costs.

Our Company witnessed significant increase in levies, duties and regulatory costs, infrastructural challenges in the recent years. If this trend continues in the future, it will seriously impact the long-term attractiveness for investments in the steel manufacturing sector. In this scenario of low demand, high interest seems to persist during the current financial year also which may affect the industry as a whole. The country is hoping for lowering of interest by Central Bank and infrastructure spending cycle by Government which if done in time may lead to revival of domestic economy and can grow faster than the world.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015, is presented in a separate section forming part of the Annual Report. (Annexure 1)

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employees of the Company drawing remuneration in excess of the limits set out in the said Rules are provided in (Annexure 2) of the Annual Report.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Under Section 129(3) of the Companies Act, 2013, the Balance sheet as on March 31, 2016 and the Statement of Profit And Loss for the year ended on that date of Subsidiary Company, M/s. Kamalasha infrastructure and Engineering Private Limited is attached to this report. However, the financial information of subsidiary company is disclosed in the Annual Report in compliance with this section. The consolidated financial statements presented by the Company include the financial result of its subsidiary company.

The Statement in Form AOC-1 containing salient features of the financial statements of Company''s Subsidiaries is attached to the financial statements of the Company. (Annexure 3)

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The case against the Executive Directors, Company Secretary and the Company under Section 297 of Companies Act, 1956 has been concluded in the month of July 2015 and the order has been received from the Additional Chief Metropolitan Magistrate Court, Mumbai. The penalty so levied by the Magistrate in the above mentioned case is '' 10,000/- per accused which amounts to '' 50,000/- in total has been paid.

CONSOLIDATED FINANCIAL STATEMENT

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. During the year, the Company had no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company, except those approved by the members of the Company.

All Related Party Transactions are placed before the Audit Committee as also before the Board of Directors for approval. The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website

(www.bedmutha.com).

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure- 4 to the Board''s Report. (Form No. AOC -2.)

ABRIDGED FINANCIAL STATEMENT

Statement containing salient feature of Balance Sheet and the Statement of Profit and Loss of the Company in the form of Abridged Financial Statements is appended in Annexure 5 to the Board''s Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI (LODR). The Company has also implemented several best corporate governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to the Board''s Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Your Company has Eight (8) Directors consisting of Four (4) Independent Directors, Four (4) Executive Directors comprising of Whole Time Director, Managing Director and Joint Managing Director, Chief Financial Officer and Senior Chief Executive Officer as on March 31, 2016.

During the year, the following Directors and Key Managerial Personnel were appointed, resigned or withdrawn from Board of Directors of the Company.

BOARD OF DIRECTORS

During the year under review Mr. Balasubramanian A. has resigned as Director of the Company with effect from 12^th November, 2015.

Mrs. Vinita Vedmutha was appointed as a Whole- Time Director for period of 5 year w.e.f. 26^th November, 2015 by way of passing a resolution through postal ballot and e-voting process on 15^th April, 2016

Mr. Vasant Joshi was appointed as an Independent Director for a period of 5 year w.e.f. 26^th November, 2015, by way of passing a resolution through postal ballot and e-voting process on 15^th April, 2016

Mr. Pradeep Ghare was appointed as an Independent Director for a period of 5 year w.e.f. 10^th February, 2015, by way of passing a resolution through postal ballot and e-voting process on 15^th April, 2016

DETAILS OF KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mrs. Vinita A. Vedmutha, Sr. Chief Executive Officer

2. Mr. Ajay K Vedmutha, Chief Financial Officer

3. Ms. Aditi Bhavsar was resigned as Company Secretary w.e.f 11^th February, 2016.

4. Mr. Alok Singh was appointed as Company Secretary w.e.f 11^th February, 2016.

DECLARATION BY INDEPENDENT DIRECTORS:

ANNUAL EVALUATION OF BOARDâS PERFORMANCE

According to Regulations 25(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on 9^th February, 2016 wherein the performance of the no independent directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the Independent Director about the company''s strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management on ongoing basis

NUMBER OF BOARD MEETING:

The meeting of the Board of Directors was held 6 (six) times during the financial year 2015-2016. All the meetings were called in accordance with Section 173 of the Companies Act, 2013. The details regarding the Board meeting and the attendance of the Directors present in such meeting are annexed to the Corporate Governance Report.

COMMITTEES OF THE COMPANY:

Audit Committee:

The board has properly constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and under regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Composition, Meeting and Attendance of the members have been mentioned to the Corporate Governance Report.

Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to complainant to have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Company''s website i.e., http:// www.bedmutha.com .

Nomination and Remuneration Committee:

The Board of Directors has constituted Nomination and Remuneration Committee In accordance with the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of Mr. Narayan Kadu, Mr. Vasant Joshi and Mrs. Vandana Sonwaney as the Members of the Committee. The details regarding Composition, meeting and attendance of the members have been mentioned in the Corporate Governance Report.

Policy for Selection, AppointmentandRemunerationofDirectorsincludingCriteriaForTheirPerformanceEvaluation

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company (www. bedmutha.com) .

Stakeholders Relationship Committee:

The Board of Directors has re-constituted Stakeholder Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following Directors as members Mr. Narayan Kadu, Mr. Ajay Vedmutha, Mr. Vijay Vedmutha. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Risk Management Policy:

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company''s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company vide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company has appointed M/s. Swati Ware & Co., Chartered Accountant as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The Quarterly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self-discovery of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

Further your Company has initiated ERP implementation at Sinnar Plant. The purpose for ERP implementation is to make system more transparent and efficient data with accountability and real time availability of information to the management. These measures will benefit the organization in optimum utilization of its resources and building stronger and more automated internal control mechanism.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

The loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

The Members at the Twenty-Fourth Annual General meeting appointed M/s. Patil Hiran Jajoo & Co., Chartered Accountants, as the Statutory Auditors (Firm Registration No. 120117W) of the Company, to hold office for three Financial Years viz. From 2014-15 to 2016-17, i.e. until the conclusion of Twenty Seventh Annual General Meeting. The Company has received a letter from them confirming their consent and eligibility to continue in the office for the Financial Year 2016-17. Your Directors recommend the ratification of their appointment.

AUDITORSâ REPORT:

There are no qualifications, reservations or adverse remarks in the Auditorsâ Report.

COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s DBK & Associates, Cost Accountants (Firm Registration No.:- 00325) to conduct the cost audit of the Company for the F.Y. 2016-17. The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. S. Anantha Rama Subramanian, Practising Company Secretary had been appointed as the Secretarial Auditors of the Company. Secretarial Audit Report given by Company Secretary in practice in the form of MR-3 is given in the ( Annexure 6) forming part of the Board''s Report.

The Company has filed E-Forms MR-2 for the purpose of obtaining the approval of the Central Government with respect to the re-appointment of Mr. K.R. Bedmutha (Chairman & Whole-Time Director), Mr. Vijay Vedmutha (Managing Director) and Mr. Ajay Vedmutha (Joint Managing Director) respectively on 06^th January, 2016. However, the approval of the Central Government is yet to be obtained by the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in the form of MGT-9 is Annexed to this Board Report. (Annexure 7)

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that:

(i) In the preparation of the Annual accounts for the year ended 31st March 2016, the applicable accounting standards have been followed along with proper explanation related to material departure(s) if any;

(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 as at 31st March, 2016 and of the loss of the Company for the year ended on that date.

(iv) The Directors have prepared the annual accounts on a ''going concern'' basis;

(v) The Directors of the Company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 8, Sub-rule 3 of Companies (Accounts) Rules, 2015 is annexed to this report. Foreign Exchange earnings and outgo: The information required under Rule 8, Sub-rule 4 of Companies (Accounts) Rules, 2015 is annexed to this report. (Annexure 8)

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2015-16, no complaints were received regarding sexual harassment.

CAUTIONARY STATEMENT:

Statement in the Directors'' report and the Management Discussion and Analysis describing the company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. I important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, Dealers, Suppliers, Business Associates, Auditors, Consultants and the Company''s valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors

BEDMUTHA INDUSTRIES LIMITED

K. R. Bedmutha

Chairman

DiN:01724420

Date : August 10, 2016

Place : Sinnar

Mar 31, 2015

Dear Members,

The Board of Directors take immense pleasure in presenting the 25th Annual Report together with audited financial statement for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31st March, 2015 is summarized as under:

(Amount in Rs. Lakhs)

Standalone Particulars 2014-2015 2013-2014

Income from Operations 32,147.23 22190.60

Add : Other Income 417.60 728.22

Profit before Interest, Depreciation 2091.36 2402.00 and Taxes

Less : Finance Cost 2270.55 1474.18

Profit/ (Loss) before Depreciation (179.19) 927.82 and Taxes

Less: Depreciation 1019.79 739.10

Profit/ (Loss) Before Taxes (1198.98) 188.72

Less: Provision for Current Taxation - 38.00

Less: Provision for Deferred Taxation (359.45) 77.59

Less: Taxes in respect of earlier years 16.47 (57.14)

Profit/ Loss after Taxes (856.00) 130.28

Consolidated Particulars 2014-2015 2013-2014

Income from Operations 32717.47 22629.42

Add : Other Income 470.96 761.49

Profit before Interest, Depreciation 2120.26 2439.27 and Taxes

Less : Finance Cost 2280.86 1490.72

Profit/ (Loss) before Depreciation (160.60) 948.55 and Taxes

Less: Depreciation 1028.48 743.49

Profit/ (Loss) Before Taxes (1189.08) 205.06

Less: Provision for Current Taxation 4.60 48.80

Less: Provision for Deferred Taxation (360.67) 75.97

Less: Taxes in respect of earlier years 16.47 (58.42)

Profit/ Loss after Taxes (849.48) 138.71

2. SUMMARY OF OPERATIONS/STATE OF THE COMPANY'S AFFAIRS

During the year, the total revenue from operations of your Company increased by 46.09 %, from Rs. 241.16 Crores to Rs. 352.31 Crores. The company has incurred profit of Rs. 20.91 crores before interest, depreciation and taxes and losses of Rs. 8.56 Crores after taxes as compared to previous year.

3. AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

4. DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2014-15 on account of loss incurred by the company.

5. BUSINESS REVIEW

The financial year ended 31st March, 2015 turned out to be tougher year in the series of last two financial years of slow growth. The sudden drop in the commodity prices in the later half of the year was traumatic, affecting the overall economy in all segments across, giving loss on account of inventory carrying and material in transit affecting the bottom line severely for nearly all sectors. The interest rate throughout the year remained nearly unchanged causing liquidity issue in the economy causing low demand and curtailed consumption across the sector to which our company caters its services. Our new project at Nardana, Dhule started in phase manner but could not generate sufficient cash flow to meet its interest obligation, to have correction to this liquidity mismatch. We approached our consortium bankers to restructure the loans to overcome the mismatch in cash flow, which was affected due to slow pace of the market both in prices and demand for the product.

With this background, the performance of your company during the Financial Year 2014-15 is as detailed above.

6. CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year ended 31st March, 2015.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2015 is Rs. 210,316,110. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

8. DEPOSITS

During the year 2014-15, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. INDUSTRY SCENARIO

The Financial Year 2014-15 turned out to be a year of sluggish growth in the line with the last financial year. Your Company falls under the category of steel, a major contributor in the GDP number of the country. The overall growth of steel sector was very slow on account of low demand throughout the world. There was a price pressure due to steel and coal mine issue in our country and falling price scenario for iron ore worldwide on account of demand issue. There was substantial rise of import of steel (more than 50%) during the Financial Year 2014-15 affecting the domestic industry and due to no demand from infrastructure segment, automobile segment; capacity utilization was a major concern for all and also to our company.

This condition of low demand, high interest seems to persist during the current financial year also which may affect the industry as a whole. The country is hoping for lowering of interest by central bank and infrastructure spending cycle by government which if done in time may lead to revival of domestic economy and can grow faster than the world.

10. PROJECT IMPLEMENTATION, CHANGES AND ITS PRESENT STATUS

As members are aware, your company came out with IPO in October 2010 for an aggregate amount of Rs. 9184 lakhs, to set up a new plant at Sinnar for manufacture of various new products, LRPC wires and spring steel wires. However, due to swift changes in the market scenario, the management in the best interest of the company & in the changed circumstances decided to dovetail the aforesaid new project, originally planned at Sinnar, into the Mega project sanctioned by the Government of Maharashtra under their Industrial Policy, either at Rasegaon, Dist. Nashik or at Nardana, Dist. Dhule. The whole matter was placed before the members in the AGM held on 12th August, 2011 and the members approved through a special resolution the change in the location and also approved/ ratified the changes in the project scope and utilization of IPO funds in implementation of identified projects and any other projects considered beneficial to the company including changes in amount and/ or schedule of deployment for the projects and also for general corporate purposes. This ratification/approval was accorded to enable the Board to take appropriate decisions for deployment and investment of funds in the best interest of the company as the situation may warrant. Accordingly, your company went ahead with the setting up of a world class mega project for manufacture of various wire, wire products and non ferrous products at a cost of Rs. 311.66 crores, which included IPO funds and a term loan of Rs. 200 crores from a consortium of banks besides some portion of internal accrual. The project was initially started at Rasegaon as there was delay/ uncertainty in allotment of land at Nardana. Subsequently, the Government of Maharashtra interimly changed the incentive policy from Gross to Net VAT incentive and the same was sanctioned to Rasegaon land. But for the project at Nardana, Government maintained the same gross Vat policy and also allotted the land at Nardana. The company then decided to put up the project at Nardana.

The Nardana project started in January 2012 after acquiring land from MIDC in November 2011. The project can be split into following sections to give proper status of implementation till date.

1. Pickling section

2. Rod breaking section (phase 1 & 2)

3. Galvanising line

4. Medium Fine Section (phase 1 & 2)

5. Wet Wire section (phase 1 & 2)

6. Rope Plant (phase 1 & 2)

7. Tyre Bead line (phase 1 & 2)

8. Copper Plant (phase 1 & 2)

As on the date, Section 1,2, 3 and 8 (phase 1) are under trial production. Since, being new technology in the country, the product quality/productivity is in the process of stabilization and is likely to be fully stabilized by September 2015 and we will be able to start the commercial production from these sections. Section 4, 5 (phase 1), have been implemented but to achieve commercial production from these sections, the section 6 and 7 (phase 1) are to be commissioned .However for completing the section 6 & 7 (phase 1), certain machineries in section 6 and 7 (phase 1) are to be installed and the same are waiting for disbursements of Rs. 35 Crores term loan from consortium banks under restructuring package sanctioned in March 2015. With this the copper plant will be able to achieve a production level of 9000 ton per annum and Rope plant to 7200 ton per annum. we have also planned to scale copper upto 12000 ton per annum & rope to 12000 ton per annum in phase 2 subsequently, for which an investment of about Rs. 20 crores which will be raised through a mix of borrowings from banks &/or internal resources. We expect the total project (except phase 2) to be commissioned by March 2016 subject to Rs. 35 crores term loan being disbursed before September 2015.The cost of project in Table 3 includes the expenses incurred for pre operation of project and Interest during construction (IDC) appropriated in fixed assets. The cost actually incurred till 31st March 2015 is shown in Table 4 & includes the actual expenses incurred for pre operation of project and Interest during construction (IDC) Rs. 67.88 crores & the same is appropriated in fixed assets. Company has accounted all the Assets as per Principles given in Accounting Standard issued by Institute of Chartered Accountants of India.

The implementation of the project had to face many hurdles like extra-ordinary time required to obtain various statutory permissions, work disruption due to heavy rainfall in 2012 and storm in February 2014. In addition to this, the market got sluggish and slow due to which Company could not generate sufficient cash flow to meet the repayment schedules. Also, due to cost overrun (during extended/ delayed construction/ implementation period) on account of interest, preoperative expenses and huge fluctuation in Euro and Dollar currencies from time to time, we had to request to the consortium banks for restructuring of term loan sanctioned by them. The Consortium of Banks formed JLF and after detailed study approved the restructuring package, wherein the repayment has been rescheduled and FITL & WCTL sanctioned in March 2015 to take care of the mismatch in cash flow. The project phase 1 is in the last leg of completion. On disbursement of balance term loan, the Rope, Tyre Bead section and few machines of copper plant will be in place and finally all the 8 sections of the project phase 1 as mentioned above will be commissioned. This will give wide range of value added product and generation of cash flow to meet the interest and repayment.

All the funds raised in IPO along with term loan sanctioned and internal accruals have been utilized for the project at Nardana. A decision with regard to appropriate usage or sale of Rasegaon land will be taken suitably in due course in the best interest of the company. Condition with regards Sale of Rasegaon land is imposed by consortium bankers while approving the restructuring package.

We have installed the world class machinery and used the latest technology available in the industry, sufficient capacity is in place and expecting the economy to kick start for better capacity utilization. We are exploring the international market also. We are confident that we will serve the interest of shareholders once the plant capacity is fully utilised. The delay in project was on account of circumstances beyond our control and weak market sentiments, which we feel with the new Government in place will change the picture soon.

The cost of project and means of finance envisaged at different points of time, ie at the time of IPO, After dovetailing the IPO project into Mega Project and at the time of approval of restructuring package by the consortium banks i.e. March 15 are Tabled here below.

Table 1

1. Cost of project and means of finance as per the prospectus at the time of IPO (For manufacture of GI wire, LRPC wire and spring steel wire at Sinnar)

Sr. Cost of Project Amount in No. Rs. Crores

1 Land 6.57

2 Site Development Civil Work and 22.81

Building Construction

3 Plant & Machinery and Other 39.80

Ancillaries

4 Furniture and Fixtures 0.27

5 Electrical Installations 5.97

6 Pre-Operative Expenses 1.93

7 Provision For Contingencies 1.42

8 Margin Money For Working Capital 6.17

9 General Corporate Purpose 1.75

10 Issue Expenses 5.42

Total 92.11

Sr. Means of Finance Amount in No. Rs. Crores

1 Internal Accruals 0.31

2 Issue proceeds 91.80

Total 92.11

2. Cost of project and means of finance after Dovetailing project under IPO into Mega project. (For manufacture of GI wire, wire rope, Tyre Bead wire, Copper products and spring steel wire, as shown above as Section 1 to 8 with phase 1)

Sr. Cost of Project Amount in No. Rs. Crores

1 Land 18.07

2 Factory Building 40.80

3 Plant & Machinery 178.50

4 Miscellaneous Fixed Assets 2.54

5 Furniture & Fixtures 0.36

6 Electrical Installations 7.53

7 Preliminary Expenses 5.59

8 Pre-operative Expenses / 15.00 Contingencies / IDC

9 Margin for Working Capital 43.22

TOTAL 311.62

Sr. Means of Finance Amount in No. Rs. Crores

A. Equity:

1. Internal Accrual/Equity/Unsecured 19.78 loans

2. IPO 91.84

Subtotal (a) 111.62

B Debt:

1. Term Loan/ DPG/Suppliers credit/ 200.00 Buyers credit

Subtotal (b) 200.00

Total (a) (b) 311.62

Table 3

3. Cost of Mega project & means of finance at the time of approval of restructuring package by the consortium banks. (For manufacture of GI wire, wire rope, Tyre Bead wire, Copper products and spring steel wire, as shown above in Section 1 to 8 with phase 1&2)

Sr. Cost of Project Amount in No. Rs. Crores

1 Land 18.19

2 Factory Building 72.46

3 Plant and Machinery 216.19

4 Miscellaneous Fixed Assets 3.51

5 Furniture & Fixtures 0.69

6 Electrical Installations 16.95

7 Preliminary Expenses 3.95

8 Margin for Working Capital 29.91

9 FDR For Margin 2.61

10 Advances to suppliers for CAPEX 11.19

11 Other Advances 3.26

TOTAL 378.91

Sr. Means of Finance Amount in No. Rs. Crores

A. Equity:

1. Internal Accrual/Equity 57.07 /Unsecured loans

2. IPO 91.84

Subtotal (a) 148.91

B Debt:

1. Term Loan/ DPG/Suppliers credit/ 229.99 Buyers credit

Subtotal (b) 229.99

TOTAL (a) (b) 378.91

Actual Cost incurred in Mega project & means of finance for acquiring the fixed assets as on 31st March 2015. (This table excludes the Margin for working capital which is already bought in the company) (For manufacture of GI wire, wire rope, Tyre Bead wire, Copper products and spring steel wire, as shown above in Section 1 to 8 with phase 1&2)

Sr. Amount in No. Cost of Project Crores

1 Land 18.19

2 Factory Building 66.77

3 Plant and Machinery 177.03

4 Miscellaneous Fixed Assets 2.62

5 Furniture & Fixtures 0.70

6 Electrical Installations 13.94

7 Preliminary Expenses 3.95

8 FDR For Margin 1.46

9 Advances to suppliers for CAPEX 9.76

10 Other Advances 6.78

total 301.20

Sr. Amount in No. Means of Finance Crores

A. Equity:

1 Internal Accrual/ unsecured loans & 25.17 advances / Creditors

2 IPO 91.84

Subtotal (a) 117.01

B Debt:

1 Term Loan/Buyers credit 184.19

Subtotal (b) 184.19

total (a) (b) 301.20

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. (Annexure 1)

12. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in (Annexure 2) of the Annual Report.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in (Annexure 2) of the Annual Report.

13. MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of Whole Time/ Executive director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Applicable to the listed Company) (Annexure 2)

B) Details of the every employee of the Company pursuant to Rule 5, Sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexure 2)

14. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Under Section 129(3) of the Companies Act, 2013, the Balance sheet as on March 31, 2015 and the Statement of Profit And Loss for the year ended on that date of Subsidiary Company, M/s. Kamalasha Infrastructure and Engineering Private Limited is attached to this report. However, the financial information of subsidiary company is disclosed in the Annual Report in compliance with this section. The consolidated financial statements presented by the Company include the financial result of its subsidiary company.

The Statement in form AOC-1 containing salient features of the financial statements of Company's Subsidiaries is attached to the financial statements of the Company. (Annexure 3)

15. UTILIZATION OF FUNDS FROM IPO

During the year under review, your company fully utilized the proceeds of IPO as under:

(Rs. in Lakhs)

Particulars of fund Utilization as Actual utilization utilized for per prospectus up to the 31st December 2014

Expansion Project 8494.40 8789.40

General fte purpose 175.00 -

Share issue expenses 542.00 394.90

Total 9211.40 9184.30

As on 31st December 2014, while the project cost was indicated at Rs. 9211.40 lakhs, the IPO funds mobilized was fully utilized and the same stood at Rs. 9184.30 lakhs as on that date.

16. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The case against the Executive Directors, Company Secretary and the Company under Section 297 of Companies Act, 1956 has been concluded in the month of July 2015 and the order has been received from the Additional Chief Metropolitan Magistrate Court, Mumbai. The penalty so levied by the Magistrate in the above mentioned case is Rs. 10,000/- per accused which amounts to Rs. 50,000/- in total has been paid.

17. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act and the Listing Agreement. During the year, the Company had no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

All Related Party Transactions are placed before the Audit Committee as also before the Board of Directors for approval. They have also been approved by the shareholders in the General Body Meeting.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website.

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Board's Report. (Form No. AOC -2.)

19. ABRIDGED FINANCIAL STATEMENT

Statement containing salient feature of Balance Sheet and the Statement of Profit and Loss of the Company in the form of Abridged Financial Statements is appended in Annexure 5 to the Board's Report.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under Listing Agreement is annexed after the Board's Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

21. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Your Company has Six (6) Directors consisting of Three (3) Independent Directors, Three (3) Executive Directors comprising of Whole Time Director, Managing Director and Joint Managing Director, Chief Financial Officer and Senior Chief Executive Officer as on March 31,2015.

During the year, the following Directors and Key Managerial Personnel were appointed on, resigned or withdrawn from Board of Directors of the Company.

22. BOARD OF DIRECTORS:

Mr. Vikramaditya Ugra, Nominee Director, was appointed on behalf of Export Import Bank of India, on Board of Directors w.e.f. 10th April, 2014 and withdrew from the Board of Directors w.e.f. 1st December, 2014.

Mr. Shital Nahar, Independent Director of the Company, resigned from the Board of Directors w.e.f. 5th July, 2014.

Mrs. Vandana Sonwaney, who was appointed as an Additional Director - (Independent Director) on 05th July, 2014. She resigned on 14th August, 2014, due to pre-occupation and personal commitment. However, she was re-appointed by the Board of Directors as an Additional Director (Independent Director) on 13th November, 2014 and her appointment was confirmed through postal ballot on 30th December, 2014 for a period of 5 (five) years w.e.f. 13th November, 2014.

Pursuant to the provisions of Section 149, 152 & Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification) Rules, 2014; Mr. Balasubramanian A. and Mr. Narayan Kadu had been appointed as Independent Directors for a period of five years from the date of last Annual General Meeting held on 14th August, 2014 i.e., from 24th Annual General Meeting up to 29th Annual General Meeting in the calendar year 2019. Considering both these Directors are on the Board of Directors of the Company, as Independent Directors since 14th November, 2009, necessary resolutions are proposed to be passed in the ensuing Annual General Meeting to amend the 5 year period of their appointment till 31st March, 2019.

Particulars and brief Resume of Directors to be appointed/ re-appointed are included in the Corporate Governance Report forming part of this Annual Report.

23. DETAILS KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mrs. Vinita A. Vedmutha, Sr. Chief Executive Officer

2. Mr. Ajay K Vedmutha, Chief Financial Officer

3. Ms. Aditi G. Bhavsar, Company Secretary and Compliance Officer

Appropriate resolutions seeking your approval for the re-appointment of Mr. Ajay K. Vedmutha, as the Director of the Company have already been included in the notice of the Annual General Meeting.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values.

25. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

According to Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on 13th November, 2014 wherein the performance of the non-independent directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the company's strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

27. NUMBER OF BOARD MEETING:

The meeting of the Board of Directors was held 6 (six) times during the financial year 2014-2015. All the meetings were called in accordance of Section 173 of the Companies Act, 2013. The details regarding the Board meeting and the attendance of the Directors present in such meeting is annexed to the Corporate Governance report.

28. COMMITTEES CONSTITUTED OR RE-CONSTITUTED IN ACCORDANCE WITH THE COMPANIES ACT, 2013 :

Audit Committee:

The Board of Directors has re-constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Clause 49 of Listing Agreement comprising of the following members:

1. Mr. Balasubramanian A.- Chairman;

2. Mr. Narayan Kadu - Member;

3. Mrs. Vandana Sonwaney - Members; and

4. Mr. - Vijay Vedmutha - Member

The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any one complainant to have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Company's website i.e., http:// www.bedmutha.com

Nomination and Remuneration Committee:

The Board of Directors has re-constituted Nomination and Remuneration Committee In accordance with the Companies Act, 2013 and Clause 49 of Listing agreement which comprises of Mr. Balasubramanian A., Mr. Narayan Kadu and Mrs. Vandana Sonwaney as the members of the Committee. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria For Their Performance Evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company.

Stakeholder Relationship Committee:

The Board of Directors has re-constituted Stakeholder Relationship Committee in accordance of the Companies Act, 2013 and Clause 49 of Listing agreement which comprises of the following Directors as members Mr. Narayan Kadu, Mr. Ajay Vedmutha, Mr. Vijay Vedmutha. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

29. RISK MANAGEMENT POLICY:

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company's website.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation

The Company has identified various risks faced by the Company from different areas. As required under Clause 49 of the Listing Agreement, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company has appointed M/s. Swati Ware & Co., Chartered Accountant as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self- discovery of issues provides the management the ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

Further your Company has initiated ERP implementation since at Sinnar Plant. The purpose for ERP implementation is to make system more transparent and efficient data with accountability and real time availability of information to the management. These measures will benefit the organization in optimum utilization of its resources and building stronger and more automated internal control mechanism.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

The loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

33. STATUTORY AUDITORS:

The Members at the Twenty-Fourth Annual General meeting appointed M/s. Patil Hiran Jajoo & Co., Chartered Accountants, as the Statutory Auditors (Firm Registration No. 120117W) of the Company, to hold office for three Financial Years viz. from 2014-15 to 2016-17, i.e., until the conclusion of Twenty Seventh Annual General Meeting. The Company has received a letter from them confirming their consent and eligibility to continue in the office for the Financial Year 2015-16. Your Directors recommend the ratification of their appointment.

34. AUDITORS' REPORT:

There are no qualifications, reservations or adverse remarks in the Auditors' Report.

35. COST AUDITOR:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s DBK & Associates, Cost Accountants (Firm Registration No.:- 00325) to conduct the cost audit of the Company. The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

36. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Ragini Chokshi, Practicing Company Secretary had been appointed as the Secretarial Auditors of the Company. Secretarial Audit Report given by Company Secretary in practice is given in the Annexure 6. With respect to the observation in the Secretarial Audit Report. viz. Judicial case is pending against the Executive Directors and the Company under Section 297 of Companies Act, 1956, the Directors reply that the said case has been concluded in the month of July 2015 and the order has been received from the Additional Chief Metropolitan Magistrate Court, Mumbai. The penalty so levied by the Magistrate in the above mentioned case is Rs. 10,000/- per accused, which amounts to Rs. 50,000/- in total has been paid.

37. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed to this Board Report. (Annexure 7)

38. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that:

i) In the preparation of the Annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date. The Accounting Policies were placed before the Board as given in the Annual Report and the Members of the considered and noted the same.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 of the Company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. HUMAN RESOURCES

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 8, Sub-rule 3 of Companies (Accounts) Rules, 2015 is annexed to this report.

Foreign Exchange earnings and outgo: The information required under Rule 8, Sub-rule 4 of Companies (Accounts) Rules, 2015 is annexed to this report. (Annexure 8)

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-15, no complaints were received regarding sexual harassment.

43. CAUTIONARY STATEMENT:

Statement in the Directors' report and the Management discussion and analysis describing the company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

44. ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Company's valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors BEDMUTHA INDUSTRIES LIMITED

K. R. Bedmutha Chairman DIN: 01724420 Date: August 11,2015 Place: Sinnar

Mar 31, 2014

Dear Members,

The Board of Directors take pleasure in presenting their Report of your Company on the business and the operation along with the standalone and consolidated financial statement for the year ended 31st March 2014.

Financial Highlights:

The financial performance of the Company for the year ended on 31st March, 2014 is summarized as under:

(Amount in Rs. Lakhs

Standalone Consolidated Particulars 2013-2014 2012-2013 2013-2014 2012-2013

Income from Operations 22189.61 21484.43 22629.42 22028.86

Add: Other Income 728.21 255.00 761.50 262.88

Profit before Interest, Depreciation and Taxes 2401.13 1953.40 2439.27 2024.63

Less: Finance Cost 1473.28 972.91 1490.72 988.90

Profit before Depreciation and Taxes 927.86 980.49 948.55 1035.73

Less: Depreciation 739.10 632.55 743.48 635.98

Profit Before Taxes 188.75 347.93 205.07 399.75

Less: Provision for Current Taxation 38.00 8.00 48.80 23.00

Less: Provision for Deferred Taxation 77.59 96.50 75.97 100.92

Less: Taxes in respect of earlier years (57.14) 15.04 (58.41) 15.04

Profit/ Loss after Taxes 130.31 228.39 138.71 260.79

Performance Review

Dividend:

Your Directors does not recommend any dividend for the financial year 2013-14.

Project Implementation

The green field project at Nardana is on the verge of completion. During the course of implementation, we divided the project into 3 phases. PHASE 1 - Pickling, Wire drawing and Galvanizing; PHASE 2 - Tyre bead plant and copper plant. PHASE 3 - wire rope plant. This division of project into phases was made consciously so as to spread the investment evenly, as the pace of the economy was quite slow and there were minor setbacks from the financial institution to release the term loans.

As per the plan, PHASE 1 has become operational. Product trial run (PTR) started in November 2013 which continued till March 2014; PHASE 2 which constitutes ''Tyre bead line'' is under commissioning and PTR of copper project is expected by July end.

PHASE 3 - the machinery is under dispatch by the equipment supplier and is expected at site by 1st week of August 2014 and we plan to start PTR by October 2014.

We have declared the partial Commercial Operational Date (COD) as on 30th June, 2014 i.e. 1st Quarter of 2014-15 for PHASE 1 and full COD in 4th Quarter.

The products from PHASE 1 have been well accepted by the market. We expect to utilize full capacity from September 2014. The project has got delayed on account of both unforeseen situation and our planned strategy in certain cases due to bad economy during the financial year 2013-14.

Your Company faced unforeseen circumstances. There was heavy rainfall in September 2013 and cyclone in February 2014, due to which the whole erection and commissioning activity got delayed by 60 days at site, since the dedicated electricl line became haywire and therefore got disrupted. At the same time, your Company also faced hindrances from financial institution in way of disbursement. However, on a positive note, the entire PHASE 2 and PHASE 3 will be completed shortly and the project will thus, get completed soon. The volatility in dollar during the period has caused increase in the cost of imported equipment by 20 percent. In spite of all these odds and fluctuating dollar rate, we plan to meet the volatility of dollar by increasing the export of our products from this plant.

Subsidiary Company:

In accordance with the directions issued under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India, the balance sheet as on March 31,2014 and Profit And Loss Account for the year ended on that date of Subsidiary Company, M/s. Kamalasha Infrastructure and Engineering Private Limited have not been attached to this report. However, the financial information of subsidiary company is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include the financial result of its subsidiary company.

Utilization of Funds from IPO

Your Company had the following objects of IPO as stated in the Prospectus

Particulars Amount (In Lacs).

Setting up of new plant at Sinnar, Nashik for manufacturing of new product LRPC Wire and Spring Steel Wire 8494.40

General Corporate Purpose 175.00

Issue Expenses 542.00

Total 9211.00

Note: The Shareholder have approved deferment of the manufacture of LRPC wire in the future, in view of the changes in market conditions due to recent developments in the economy and industry.

During the year under review, your company utilized the proceeds of IPO as under:

(Rs. in lakhs)

Particulars of fund Utilisation as per Actual Utilisation utilization Prospectus up to the 31st March 2014

Expansion Project 8494.00 6973.53

General Corporate Purpose 175.00 -

Share Issue Expenses 542.00 394.90

Total 9211.40 7371.43

As on 31st March 2014, unutilized amount in the Company amount to Rs. 1839.97 lakhs.

Particulars of Employees:

Particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended to date are not applicable to the Company as there are no employees in receipt of the prescribed remuneration.

Corporate Governance:

Report on Corporate Governance forms part of this Annual Report. The Auditors'' Certificate certifying compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement is also annexed to this Report.

Directors:

Mr. K. R. Bedmutha, Whole Time Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

Appropriate resolutions seeking your approval for the re-appointment of Mr. K. R. Bedmutha, as the Director of the Company, have already been included in the notice of the Annual General Meeting.

Pursuant to provisions of Section 149, 152 & Schedule IV of the Companies Act,2013 read with Companies (Appointment and Qualification) Rules, 2014; Mr. Balasubramanian, Mr. Narayan Kadu and Mrs. Vandana Sonwaney are being appointed as Independent Directors for period of Five years from the date of ensuing Annual General Meeting up to 29th Annual General Meeting.

The Company has received notices in writing pursuant to Section 160 of the Companies Act, 2013 from members along with deposits of Rs. 1,00,000 signifying their intention to propose the candidature of Shri Balasubrmanium A, Shri Narayan Kadu & Mrs Vandana P Sonwaney, as Independent Directors not liable to retire by rotation for period of 5 years Appropriate resolutions for the appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. Particulars and brief Resume of Directors to be appointed / re-appointed are included in the Corporate Governance Report forming part of this Annual Report.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology absorption and Foreign exchange earnings and outgo:

The information required under section 217(1)(e) of the Companies Act 195, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is annexed to this report.

Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board of Directors hereby state that:

i) In the preparation of the Annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the company for the year ended on that date.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors had prepared the annual accounts on a going concern basis.

Fixed Deposit:

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 58A of the Companies Act 1956.

Human Resources

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

Auditors:

M/s. Patil Hiran Jajoo & Co., Chartered Accountants, the Statutory Auditors (Firm Registration No. 120117W) of the Company, hold office until the conclusion of 27th Annual General Meeting i.e. Financial Year ending 2016-17 subject to ratification of Shareholders at every Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013, and they are not disqualified for re-appointment within the meaning of Section 141 of the said Act. Your Directors recommend their appointment.

Cost Auditor:

During the year Board appointed M/s DBK & Associates, Cost Accountants to conduct the cost audit of the Company. The Company has received the approval from the Central Government for the appointment of M/s DBK & Associates as a Cost Accountant for the financial year 2013-2014.

Acknowledgement:

Your Directors wish to thank and acknowledge the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Company''s valued customers for their assistance and co- operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge team of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

Date: 5th July, 2014 Place: Sinnar

For and on behalf of Board of Directors of BEDMUTHA INDUSTRIES LIMITED

K. R. Bedmutha Chairman

Mar 31, 2013

To the Members,

The Board of Directors are pleased to present their 23rd Annual Report of your Company on the business and the operation along with the standalone and consolidated financial statement for the year ended 31st March 2013.

Financial Results:

The financial results of the Company for the year ended on 31st March, 2013 as Compared with the previous year are as under:

(Amount in Rs. Lacs)

Standalone Consolidated

Particulars 20122013 20112012 20122013 20112012

Income from Operations 21484.43 20874.63 22028.86 23785.38

Add: Other Income 255.00 284.31 262.88 237.60

Profit before Interest, Depreciation and Taxes 19,53.40 1323.85 2024.63 1733.24

Less : Finance Cost 972.91 928.70 988.90 1152.77

Profit before Depreciation and Taxes 980.49 395.15 1035.73 580.47

Less : Depreciation 632.55 511.28 635.98 513.35

Profit Before Taxes 347.93 (116.13) 399.75 67.12

Less : Provision for Currentt Taxation 8.00 23.00 61.40

Less: Provision for Deferred Taxation 96.50 (51.20) 100.92 (51.11)

Less: Taxes in respect of earlier years 15.04 (30.89) 15.04 (16.30)

Profit/Loss after Taxes 228.39 (34.04)) 260.791 73.13

Dividend:

The Board does not recommend any dividend for the financial year 201213.

Management Discussion and Analysis

The management discussion and analysis on the operations and financial position of the Company is provided in a separate section forming part of the annual report.

Project Implementation

Pursuant to the provisions of Section 61 of the Companies Act, 1956 and other applicable rules, regulations, guidelines and other statutory provisions which were then in force, the members of the Company, in the 21 st Annual General Meeting held on 12th August 2011, have accorded their consent to vary the terms referred to in the Prospectus of the Company dated 5th October, 2010, filed with the Registrar of Companies, Maharashtra, Mumbai (the prospectus) including to vary and / or revise the utilization of the proceeds of the Initial Public Offering (IPO) of the Equity Shares allotted in pursuance of the said prospectus and to utilise the proceeds from the IPO including, but not limited to, change in allocation intended for implementation of identified projects and towards any other project(s) considered beneficial to the Company including change in location, changes in amount and / or schedule of deployment for the projects and/or also for general corporate purposes, as the case may be.

It was stated in the said Annual General Meeting that the Company has acquired lands at Rashegaon in Tehsil Dindori, Dist. Nashik and Nardana, M.I.D.C., Dist. Dhulia and your company will decide one of these locations or any other location where such benefit is available and the Company proposes to utilise such land for the Mega Project. Accordingly, the directors took a decision to implement the Project at Nardana MIDC.

In the Prospectus, the Company had proposed to manufacture LRPC wire and Spring Steel wire. The Company will carry out the manufacture of Spring steel wire and defer the manufacture of LRPC wire in future, in view of the changed market conditions and due to recent development in the economy and industry. If the market conditions and demand turn around, the Company will immediately start manufacturing of LRPC wire. The cost of Mega Project after changed policy is around 311 Cr. The Company succeeded in sanctioning consortium finance from bankers of term loan of Rs. 200Cr. The Company is utilizing the fund generated through IPO in procuring high speed galvanizing line, wire drawing lines and machinery for manufacture of various wire products envisaged under the Mega Project.

The greenfield project at Naradana is on the verge of Completion, the construction of factory building is completed except with tew minor things. The Company has imported German technology based advance machineries and installation of machineries has been completed under the supervisions of German technician. The Company has recruited the well qualified and experienced employees for the Mega Project, the recruitment of manpower for different activities at the project site is in process. The Company has started the trial production at phase 1 of the project i.e. high speed galvanizing line for manufacture of wire products. Due to some unavoidable circumstances the implementation of the project is delayed, but the management of your company is taking vigorous efforts to start the project at the earliest possible. Barring unforeseen situation, the entire project will be operational by the end of financial year 201314.

For smooth functioning of activities at ali the locations of the Company and considering the huge flow of information the management of your Company had decided to switch to ERP Accordingly the Company has purchased the appropriate software which enables the management to take decisions on real time basis. ERP implementation is in process and its results are encouraging.

Subsidiary Company:

In accordance with the Directions issued under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India, wide circular no.2/2011 dated February 8, 2011 the balance sheet and Profit And Loss Account of the Subsidiary Company, M/s. Kamalasha Infrastructure and Engineering Private Limited for the year ended on 31s1 March 2013 have not been attached to the annual report of the Company. The board has passed the necessary resolution in the meeting held on 16th May 2013 and granted exemption from attaching the balance sheet and profit and loss account of subsidiary Company to the annual report. However, the financial information of subsidiary company is disclosed in the Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include the financial result of its subsidiary company.

The turnover of the Kamalasha Infrastructure and Engineering Private Limited,was Rs. 904.56 Lacs for the year ended on 31st March, 2013. The Company achieved the operating profit (PBIT) of Rs. 98.22 Lacs for the year.

Utilization of Funds from IPO

Your Company had the following objects of IPO as stated in the Prospectus

Particulars Amount (Rs. In Lacs)

Setting up of new plant at Sinnar, Nashik for manufacturing of new product LRPC Wire and 8494.40

Spring Steel Wire

General Corporate Purpose 175.00

Issue Expenses 542.00

Total 9211.40

Note: The Shareholder have approved deferment of the manufacture of LRPC wire in the future, in view of the changes in market conditions due to recent developments in the economy and industry.

During the year under review, your company utilized the proceeds of IPO (Rs. 9184.30) as under:

Particulars of fund utilization Utilisation as per Prospectus Actual utilization up to the 31s''march 2013

Expansion Project 8494.40 6471.25

General Corporate Purpose 175.00

Share Issue Expenses 542.00 394

Total 9211.401 6866.16

As on 31s1 March 2013,unutilized amount in the Company amounting to Rs. 2318.14 have been temporarily invested in company''s Cash Credit account, interest being ICD''s, for the expansion project at sinnar unit and advances given to parties for purchase of fixed asset.

Particulars of Employees:

There were no employees during the year drawing remuneration more than the limits specified under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

Corporate Governance:

Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The Board is driven by a philosophy of implementing best corporate governance practices.

A report on the Corporate Governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report.

The requisite certificate from M/s KANJ & ASSOCIATES, Practicing Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause 49 is attached to this report.

Directors:

Mr. Narayan Kadu and Mr. Shital Nahar retire by rotation in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Conservation of Energy, Technology absorption and Foreign exchange earnings and outgo:

The information required under section 217(1 )(e) of the Companies Act 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is annexed to this report.

Directors Responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board of Directors hereby state that:

i) In the preparation of the Annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed.

ii) The directors had 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 as at 31st March, 2013 and of the profit of the company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1958 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the directors had prepared the annual accounts on a going concern basis.

Fixed Deposit:

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 58A of the Companies Act 1956.

Cash Flow Statements:

A cash flow statement for the year ended on 31st March, 2013 is attached with the Annual Audited Accounts.

Auditors:

M/s. Patil HiranJajoo& Co. Chartered Accountants, the Statutory Auditors (Firm Registration No. 120117W of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their reappointment if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956, and they are not disqualified for reappointment within the meaning of section 226 of the said Act.

Cost Auditor:

During the year Board appointed M/s DBK & Associates, Cost Accountants to conduct the cost audit of the Company. The Company has received the approval from the Central Government for the appointment of M/s DBK SAssociates as a Cost Accountant for the financial year 20122013.

Alteration of Object Clause.

Considering the future business opportunities and also with a view to diversify the business of the Company, the Board of Directors is proposing addition of two new businesses, viz. Stone Crusher Business and Related Activities and Non Conventional Energy Generation Businesses,in the Object Clause of Memorandum of Association of the Company. The Directors are of the opinion that the said new businesses under existing circumstances may conveniently or advanta geously be combined with the business of the company.

To incorporate the said businesses in the Object Clause of Memorandum of Association of the Company, approval of shareholders required to be obtained by passing special resolution through postal ballot pursuant to the provisions of Section 192A of the Companies Act, 1956 and Companies (Passing of resolution by postal ballot) Rules 2001.

In support of the Green initiatives of the Government, the Board Of Directors recommend to the members to pass the special resolution for alteration of object clause for insertion of the business of stone crusher and non conventional energy generation through EVoting on the platform of CDSL.The necessary instructions for Evoting process will be conveyed to the members through separate notice.

Approval of shareholders is also sought under Section 149 of the Companies Act, 1956 for commencement of the stone crusher and non conventional energy generation as and when the Board of Directors deemed fit.

Acknowledgment:

Your Directors wish to thank and acknowledge the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Company''s valued customers for their assistance and cooperation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge team of Bedmutha group, at all levels for their spirit of commitment, dedication and support extended in challenging times.

Date: 16 May 2013

Place: Sinnar

For and on behalf of Board of Directors

Of BEDMUTHA INDUSTRIES LIMITED

K. R. Bedmutha

Chairman

Mar 31, 2012

The Board of Directors are pleased to present their 22nd Annual Report of your Company on the business and the operation along with the standalone and consolidated financial statement for the year ended 31st March 2012.

The year that has gone by was a tough year, full of turbulence and volatility. It was a testing time to navigate the Company through all odds like ups and downs in foreign exchange, high inflation forcing the Reserve Bank of India to increase the interest rates through repeated, through necessary policy and regulatory prescriptions. Mining issues had resulted in huge fluctuation in raw material prices. These external circumstances led to Industrial slow down, which was evident from the Index of industrial production numbers for the year 2011 -2012, which resulted into curtailed the demand for the products, steep fall in spending on the infrastructure projects by the Governments, slackness in automobile segment. The global scenario was no less discouraging and the gloom thereof cast its shadow on the domestic industry. In view of all the odds the Company could not achieve positive bottom line.

The silver lining during the period, had been the initiation of Business Process Re-engineering (BPR) activity in the company, which helped the Company to restrict the loss for the year which otherwise could have been more than the reported loss. The BPR imitative has made it possible for the Company to reorganize itself in meeting the Business Objectives in a more scientific manner. The whole team in the company is working hard with zeal to counter the adverse market volatilities by reducing cost of production, segmenting the product to niche market and exploring new market by expanding its geographical reach.

Financial Results:

The financial results of the Company for the year ended on 31st March, 2012 as compared with the previous year are as under:

(Rs. in Lacs)

Stand alone Consolidated

Particulars 2011-2012 2010-2011 2011-2012 2010-2011

Income from Operations 20,874.62 19,002.55 23,785.38 21,477.02

Operating Profit 1,039.53 1,592.42 1,495.64 2,292.29

Add : Other Income 284.31 247.59 237.60 166.01

Profit before Interest, Depreciation and Taxes 1,323.84 1,840.01 1,733.24 2,458.30

Less : Finance Cost 928.69 847.75 1,152.76 1,033.73

Profit before Depreciation and Taxes 395.15 992.26 580.48 1424.57

Less : Depreciation 511.27 504.58 513.34 508.22

Profit Before Taxes (116.12) 487.68 67.14 916.35

Less : Provision for Current Taxation - 185.00 61.40 327.00

Less: Provision for Deferred Taxation (51.20) 37.37 (51.10) 38.68

Less: Taxes in respect of earlier years (30.88) - (16.29) -

Profit/Loss after Taxes (34.04) 265.31 73.13 550.67

Dividend:

In view of the loss for the year, the Board does not recommend any dividend for the financial year 2011 -12.

Management Discussion and Analysis:

The management discussion and analysis on the operations and financial position of the Company is provided in a separate section forming part of the annual report.

Project Implementation:

Pursuant to the provisions of Section 61 of the Companies Act,1956 and other applicable rules, regulations, guidelines and other statutory provisions which were then in force, the members of the Company, in the 21st Annual General Meeting held on 12th August 2011, have accorded their consent to vary the terms referred to in the Prospectus of the Company dated 05th October 2010, filed with the Registrar of Companies, Maharashtra, Mumbai (the prospectus) including to vary and/or revise the utilization of the proceeds of the Initial Public Offering (IPO) of the Equity Shares allotted in pursuance of the said prospectus and to utilise the proceeds from the IPO including, but not limited to, change in allocation intended for implementation of identified projects and towards any other project(s) considered beneficial to the Company including change in location, changes in amount and/or schedule of deployment for the projects and/or also for general corporate purposes, as the case may be.

It was stated in the said Annual General Meeting that the Company has acquired lands at Rashegaon in Tehsil Dindori, Dist. Nashik and Nardana, M.I.D.C. , Dist. Dhulia and your company will decide one of these locations or any other location where such benefit is available and the Company proposes to utilise such land for the Mega Project. Accordingly, the directors took a decision to implement the Project at Nardana MIDC.

Greenfield Project at Nardana:

During last year we had embarked upon the expansion program and came out with maiden IPO which was well received by investors and oversubscribed by more than 7 times. Our company has received the Mega Project status from Government of Maharashtra and in response to the same, we had dovetailed the Project envisaged in IPO along with the Mega Project. As explained Due to change in Government Policy we had to reshift our Project from Rasegaon in District Nashik to Nardana MIDC in District Dhulia. The total Project cost is now Rs. 311 cr. and we are pleased to inform that a consortium of Banks have sanctioned a Term Loan of Rs. 200 crs for this Green Field Project. Thus the Financial Closure is achieved.

The Company has already acquired 50.26 acre land in MIDC Nardana, and has taken the possession in November 2011. The work of site development activity was commenced in January 2012 and the same got completed in May 2012. Now the work of construction of factory premises is in full swing. Your company is hopeful, that, barring unforeseen circumstances phase-1 of the project, i.e. High speed Galvanizing Line for manufacture of wire products will be operational early next year and the total project would be completed by the third quarter of the next calendar year.

Milestones achieved till July 2012.

I. Land Acquired and Possession taken

II. Land development activity completed.

III. Boundary wall construction in progress.

IV. Important statutory approvals obtained.

V. Renowned consultants appointed.

VI. Building construction work started.

VII. Majority Plant and Machinery identified order placed.

VIII.Market development activities initiated.

To closely monitor the implementation of project and to provide onside guidance, a Project Monitoring Committee (PMC) of all directors has been formed and PMC is meeting every month at the site. The top management executives are visiting the site every week to closely monitor the project. The Directors are pleased to inform that the project is moving as per the scheduled plan.

Your Company has adopted the best of the technologies and process in the new expansion, which will help the Company to be cost effective and deliver a product of world class quality and packaging. Once the expansion of the Company fully implemented at the Naradana MIDC then your company will be able to provide employment to more than 300 People in the region.

Further, in order to manage the activities at different locations and to process huge information flow effectively and efficiently, we have decided to implement ERP across all the locations and functions of the Company and have taken steps to identify the right ERP software and have placed the order for the same. Your Management is confident with various steps taken, the Company is geared up to meet the challenges of the future in the best interest of the stake holders.

Subsidiary Company:

In accordance with the Direction issued under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India, the balance sheet as on and Profit And Loss Account of the Subsidiary Company, M/s. Kamalasha Infrastructure and Engineering Private Limited for the year ended on 31st March 2012 have not been attached to this report. However, the financial information of subsidiary company is disclosed in the attached Annual Report in compliance with the said circular. The consolidated financial statements presented by the Company include the financial result of its subsidiary company

The turnover of the Kamalasha Infrastructure and Engineering private Limited, increased by 18% to Rs. 2957.98 lacs as compared to Rs. 2513.05 lacs in the previous year. The Company achieved the operating profit (PBIT) of Rs. 470.99 as compared to Rs. 714.74 in the previous year.

Utilization of Funds from IPO

Your Company had the following objects of IPO as stated in the Prospect

Particulars Rs.in Lacs

Setting up of new plant at Sinnar, Nashik for manufacturing of new product LRPC Wire and Spring Steel 8494.40 Wire General Corporate Purpose 175.00

Issue Expenses 542.00

Total 9211.40

Note: The Shareholder have approved deferment of the manufacture of LRPC wire in the future, in view of the changes in market conditions due to recent developments in the economy and industry.

During the year under review, your company utilized the proceeds of IPO as under

Particulars of fund Utilisation as Actual Utilisation utilization per Prospectus up to the 31st March 2012

Expansion Project 8494.00 3798.92

General Corporate Purpose 175.00 -

Share Issue Expenses 542.00 394.90

Total 9211.40 4193.82

As on 31st March 2012,unutilized amount in the Company amounting to Rs. 4990.47 lacs have been temporarily invested in Company's Cash credit Account and Advance given against project and FDR against Foreign Letter of Credit (FLC

Unutilised fund as on 31st March 2012 is as follows Rs. in Lacs

Advance against Project 1989.27

Available in Current Assets 313.92

Loans (Interest bearing) Jenil's ICDs 775.00

Available in cash credit 365.78

Expansion at Sinnar Unit 1546.5

Total 4990.47

Particulars of Employees:

There were no employees during the year drawing remuneration more than the limits specified under the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

Corporate Governance:

Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirement set out by SEBI. The Board is driven by a philosophy of implementing best corporate governance practices.

A report on the Corporate Governance as stipulated under clause 49 of the listing agreement forms part of the Annual Report.

The requisite certificate from auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid clause 49 is attached to this report.

Directors:

Shri Balasubramanian A. and Shri. Kachardas Ratanchand Bedmutha retires by rotation at the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

Conservation of Energy, Technology absorption and Foreign exchange earnings and outgo:

The information required under section 217(1)(e) of the Companies Act 195, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is annexed to this report.

Directors Responsibility statement:

Pursuant to Section 217 (2AA) of the Companies Act 1956, the Board of Directors hereby state that:

i) In the preparation of the Annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed.

ii) The directors had 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 as at 31st March, 2012 and of the loss of the company for the year ended on that date.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the directors had prepared the annual accounts on a going concern basis.

Fixed Deposit:

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 58A of the Companies Act 1956.

Cash Flow Statements

A cash flow statement for the year ended on 31st March, 2012 is attached with the Annual Audited Accounts.

Auditors:

M/s. Patil Hiran Jajoo & Co. Chartered Accountants, the Statutory Auditors (Firm Registration No. 120117W) of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them to the effect that their reappointment if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956,, and they are not disqualified for reappointment within the meaning of section 226 of the said Act.

Cost Auditor:

During the year Board appointed M/s DBK & Associates, Cost Accountants to conduct the cost audit of the Company. The Company has received the approval from the Central Government for the appointment of M/s DBK & Associates as a Cost Accountants for the financial year 2011 -2012.

Acknowledgment:

Your Directors wish to thank and acknowledge the Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, consultants and the Company's valued customers for their assistance and cooperation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge team of Bedmutha group, at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors Of BEDMUTHA INDUSTRIES LIMITED

K. R. Bedmutha Chairman

Date : 14/08/2012 Place: Sinnar

Mar 31, 2011

The Shareholders

Bedmutha Industries Limited

Your Directors take pleasure in presenting the 21st Annual Report together with Audited Financial Statements for the year ended 31st March,2011.

FINANCIAL RESULTS:

(Rs. in Lacs)

Standalone Consolidated

Particulars 2010-11 2009-10 2010-11 2009-10

Sales 20911.00 16770.84 23623.54 18343.05

Profit before Int erest, depreciat ion, and tax 1796.91 2617.50 2414.37 3075.75

Profit Before In terest and Tax 1336.24 2253.10 1950.07 2709.09

Less: Provision for Tax 185.00 435.00 327.00 544.00

Less: Deferred Tax liabilities / (Assets) 37.37 95.55 38.69 96.62

Profit After Tax 265.32 1001.39 550.65 1223.87

Dividend Nil 70.80 Nil 70.80

EPS (Rs.) 1.64 8.33 3.41 8.33

SHARE CAPITAL:

During the Year under review, the Company has successfully raised Rs.91.84 Crore through its Initial Public Offer (IPO) of 90,04,211 Equity Shares of Rs.10/- each at an Issue price of Rs.102/- per Equity Share. The present Share Capital of the Company, consequently, comprises of 2,10,31,611 fully paid-up Equity Shares of Rs.10/- each. The Company's shares are listed on the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) with effect from 14th October, 2010.

DIVIDEND:

Considering the requirement of funds for the expansion and also the lower profitability achieved for the year, your Directors do not recommend any Dividend for the financial year 2010-11.

OPERATIONS :

The Company's standalone income for the Financial Year under review, which comprises of income from the operations and other income, increased by 26.96% to Rs.190.21 Crore as compared to Rs.149.81 Crore for the previous year. The consolidated income increased by 30.64% i.e., Rs.214.96 Crore for the year, as compared to Rs.164.54.Crore of the previous year.The Overall Capacity utilization was 88%. Your Company has consciously been following a policy of steady growth in production over the years.

However, on account of the increased cost of raw materials and other inputs, the Company could achieve Operating Profit (PBIDT) of Rs. 9.49 crore (4.54% of the sales) as compared to Rs.18.95 crore (11.30% of the sales) in the previous year.

EXPANSION:

Your Company has been sanctioned a Mega Project in Maharashtra for manufacture of value added Wires and Wire products. As per the 2007 Industrial policy of Govt of Maharashtra, Mega Projects are entitled to non-refundable incentive to the extent of capital costs by way of refund of various State taxes. In order to avail of the benefits of Mega Project for LRPC and spring steel projects also (i.e., projects envisaged in RHP at the time of IPO), your Company now proposes to dovetail these projects into Mega Project. Even though it may involve delay in commissioning of these projects by a few months, yet it will be in the overall interest of the Company and the shareholders considering the benefits that will accrue.The Company is negotiating with the Government on the issues of location of the project & better terms and conditions for availing the incentives.

SUBSIDIARY :

The requisite particulars of the subsidiary Company 'Kamalasha Infrastructure and Engineering Private Limited'.as per Section 212 of the Companies Act 1956, are appended herewith.

PARTICULAR OF EMPLOYEES:

During the year, there were no employees, who drew remuneration more than the limits specified under the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this Report.

CORPORATE GOVERNANCE

Your Company endeavors to have the high standards of Corporate Governance in its operations. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state that:

i) In the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 covered under this Report and of the profit of the Company for the year;

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, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts on a going concern basis.

DIRECTORS

Mr.Vijay Vedmutha and Mr. Narayan Kadu are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your directors recommend their said re-appointment.

FIXED DEPOSITS

The Company has not accepted any deposits falling within the purview of Section 58Aof the Companies Act, 1956.

AUDITORS

M/s. Patil, Hiran, Jajoo & Co., Chartered Accountants, Nashik, the Statutory Auditors of the Company, are liable to retire and are eligible for re-appointment.The Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of ICAI. The Company has received a confirmation to the consent and eligibility under Section 224 (1B) of the Companies Act, 1956, for the proposed re-appointment.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Financial Institutions, Banks, Government authorities, dealers, suppliers, business associates and the Company's valued customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committed and dedicated team of Bedmutha group, whose consistent hard work, efforts and ideas has taken the Company on a path of steady growth and development.

For and on behalf of the Board of Directors

K.R. Bedmutha Chairman

Nasik, 05th June, 2011

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