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Directors Report of Bhansali Engineering Polymers Ltd.

Mar 31, 2023

The Board of Directors are pleased to present the 39^th Annual Report of the Company together with its Audited Financial Statements (Standalone and Consolidated) for the Financial Year (âFYâ) ended 31^st March, 2023.

FINANCIAL AND OPERATIONAL RESULTS

A. FINANCIAL RESULTS

(? in lakhs, except EPS)
Particulars	Standalone		Consolidated
	2022-23 \|	2021-22J	2022-23 \|	2021-22
Gross Sales/Income from Operations	1,60,779.02	1,63,834.66	1,60,779.02	1,63,834.66
Less: GST	24,523.36	24,439.66	24,523.36	24,439.66
Total Operational Revenue (Net of GST including Excise)	1,36,255.66	1,39,395.00	1,36,255.66	1,39,395.00
Other Income	2,891.28	1,901.91	2,891.28	1,901.91
Total Income	1,39,146.94	1,41,296.91	1,39,146.94	1,41,296.91
EBIDTA	20,588.10	48,221.72	20,588.10	48,221.72
Less: Finance Cost	117.22	16.75	117.22	16.75
Depreciation and Amortisation	991.64	996.33	991.64	996.33
Profit before share of net profit/(loss) of investment accounted for using equity method	19,479.24	47,208.64	19,479.24	47,208.64
Share of profit/(loss) from Joint Venture accounted for using equity method	0.00	0.00	82.95	58.39
Profit Before Tax (PBT)	19,479.24	47,208.64	19,562.19	47,267.03
Provision for tax (including Deferred Tax)	5886.36	12,263.30	5,886.36	12,263.30
Profit from Continuing Operations after Tax (PAT)	13,592.88	34,945.34	13,675.83	35,003.73
Other Comprehensive Income/ (Loss), Net of tax	( 29.97)	(13.31)	( 29.97)	(13.31)
Total Comprehensive Income for the FY	13,562.91	34,932.03	13,645.86	34,990.42
Net Worth	1,06,626.01	98,040.26	1,06,801.75	98,133.04
EPS (Equity Share of '' 1/- each)	8.19	21.06	8.24	21.10

B. OPERATIONS

The Company optimally utilised the production facilities and achieved significant growth in production and sales quantities. The Company recorded the highest ever production levels of ABS and saleable SAN aggregating to 72,529 TPA, thereby achieving a capacity utilisation of 96.71% of the installed capacity of 75,000 TPA. Similarly, the Sales volume for the FY 2022-23 stood at 73,388 TPA as against 59,575 TPA during the previous year 2021-22, registering an impressive growth rate of 23.19%.

FINANCIAL HIGHLIGHTS

The key highlights of the Companyâs performance based on the Standalone Balance Sheet as on 31^st March, 2023 are reflected as under:

? Net Worth: During the FY under review, the Net Worth of the Company stood at '' 1,06,626.01 lakhs as compared to '' 98,040.26 lakhs for the previous FY an increase of 8.76%.

? Book Value of Shares: The Book value of the Equity shares increased from '' 59.09 in FY 2021-22 to '' 64.27 in FY 2022-23, an increase of '' 5.18.

? Current Ratio: As on 31^st March, 2023 the current ratio was 10.88 as compared to 8.48 as of 31^st March, 2022.

? TOL/TON: The ratio of total liability to total net worth for FY 2022-23 was 0.09 as compared to 0.13 for FY 2021-22.

? Zero Debt: The Company continues to enjoy the status of a âZero Debt Companyâ.

? Financing Pattern: There was no change in financing pattern and the Company would be able to sustain its business operations through internal accruals.

? Sales Credit Control: During the FY under review, the debtorâs percentage to sales decreased from 17.23% in FY 2021-22 to 14.08 % in FY 2022-23.

? Trade Receivable Ratio: During the FY under review, the Trade Receivable Ratio was 5.24 as compared to 4.86 in the previous fiscal.

? Inventory Turnover Ratio: During the FY under review, the Inventory Turnover Ratio was 7.40 as compared to 8.98 in FY 2021-22.

? Operating Profit Margin (%): The Operating Profit Margin for FY 2022-23 stood at 14.30% as compared to 33.86% for FY 2021-22.

? Net Profit Margin (%): The Net Profit Margin for FY 2022-23 stood at 9.75% as compared to 25.07% for FY 2021-22. RESEARCH AND DEVELOPMENT FACILITIES

The Company had received the recognition from the Department of Science and Industrial Research (DSIR), Government of India for its state-of-the-art Research and Development Centre (âR&D Centreâ) at Abu Road, Rajasthan.

Nippon A&L, Companyâs Joint Venture Partner, headquartered in India are continuously extending their support and co-operation in terms of development of new recipe for application development.

During FY 2022-23, the R & D Centre successfully developed /improved properties of 16 new grades, of which 6 have been commercialized. The R & D Centre has also successfully developed 125 new colour grades, of which 36 have been commercialized. The R&D Centre, as a continuous process, also focuses on improvements in the properties of existing material and other colour developments. The Company has now started gaining the benefits of its in-house R&D Center by way of new and improved products, leading to customer loyalty and satisfaction.

Further, there has been no change in the nature of business of the Company.

SHARE CAPITAL

There has been no change in the share capital of the Company during the year under review. As on 31^st March, 2023, the paid-up share capital of your Company stood at '' 16,59,05,640/- comprising 16,59,05,640 Equity shares of '' 1/- each fully paid.

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

TRANSFER TO RESERVES

For the FY ended 31^st March, 2023, the Directors do not propose to transfer any amount to the General Reserve. An amount of '' 8585.75 lakhs is proposed to be retained as surplus in the statement of Profit and Loss Account under the heading âReserves and Surplus.â

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors had approved the Dividend Distribution Policy in accordance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

The policy consists of various parameters, inter-alia, Companyâs dividend track record, usage of retained earnings, internal and external factors, financial conditions, etc. based on which the Board may recommend or declare Dividend.

The Policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593067.Dividend_Distribution_Policv.pdf

Considering the Companyâs performance for FY 2022-23 and to appropriately reward the members, the Directors have declared 1^st and 2^nd Interim Dividend of '' 1/- each (200%) per Equity Share which was paid on 18^th July, 2022 and 16^th October, 2022, respectively. The Directors have recommended a Final Dividend of '' 1/- (100 %) per Equity Share (of face value of '' 1/- each) for the financial year ended 31^st March, 2023 and also recommended a One-time Special Dividend of '' 14/- (1400 %) per Equity Share on account of the Company entering into its 40^th year of business operations. The total Final and Special Dividend aggregating to '' 15/- (1500 %) is subject to approval of the shareholders of the Company in the ensuing 39^th Annual General Meeting.

Considering the above, the total dividend declared/recommended by the Company for FY 2022-23 amounts to '' 17/- (1700 %) per equity share of the face value of '' 1/- each fully paid-up as against '' 3/- (300%) per equity share of the face value of '' 1/- each fully paid up for FY 2021-22.

DEPOSITS

The Company has not invited any deposits from the public during the FY and as such, no amount of principal or interest related thereto was outstanding as on 31^st March, 2023.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (âthe Actâ)

The Company has, during the FY under review, not given any loans, guarantees or provided security and has not made any investments in any body corporate in excess of limits specified under Section 186 of the Act.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), as amended from time to time, the unpaid and unclaimed dividend pertaining to the FY 2014-15, amounting to '' 4,48,734/- (Rupees Four lakhs Forty Eight Thousand Seven Hundred Thirty Four only) which was lying in the Companyâs unpaid / unclaimed dividend account and remaining unclaimed for a period of seven years, was transferred to the Investor Education and Protection Fund (âIEPFâ).

Further, pursuant to the provision of Section 124(6) of the Act, read with Rule 6 of IEPF Rules, 1,43,400 Equity shares on which dividend had not been paid or claimed for seven consecutive years had been transferred to the DEMAT account of the IEPF authority as provided in Circular no. 11/06/2017-IEPF dated 16^th October, 2017 (General Circular No. 12/2017).

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

During the FY under review, the Company did not have any Subsidiary Company. It has a Joint Venture (JV) Company, namely Bhansali Nippon A&L Private Limited, wherein it holds 50% of the paid-up equity share capital. The Registered Office of the JV Company is at 301 & 302, 3^rd Floor, Peninsula Heights, C. D. Barfiwala Road, Andheri (West), Mumbai - 400 058.

The Report on the performance and statement containing salient feature of Financial Statements of the aforesaid Joint Venture Company in terms of Section 129 of the Act is separately attached in Form No. AOC-1 with the Consolidated Financials, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the Financial Statements of the Company including the Consolidated Financial Statements pertaining to its aforesaid Joint Venture Company are available on the Companyâs website (www.bhansaliabs.com).

https://bhansaliabs.com/assets/policies_and_procedures/1593593282.Policy_on_Material_Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The Company has, in accordance with Section 129(3) of the Act, prepared Consolidated Financial Statements, consolidating its financials with its JV Company, Bhansali Nippon A&L Private Limited. The Audited Consolidated Financial Statements have been prepared in accordance with the requirements of Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder, as applicable and other accounting principles generally accepted in India and forms part of this Annual Report.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report, as stipulated under the Listing Regulations, forms part of this Annual Report and is attached as Annexure 1.

COMMITMENT TO QUALITY

The Company is committed to quality. It aims to develop, produce and deliver products which consistently conform to the customer requirements, and to pursue the goal of error-free performance through product, process and quality management. The Company continues to monitor and maintain its effective and well-crafted Quality Control (QC) measures. QC is aligned to the business objectives of the Company and ensures that the Company is focused on maintaining Quality Centric approach towards its customers/ clients. Over the years, the Company has evolved robust processes and strives to improve them continuously.

Ministry of Chemicals and Fertilizers (Dept of Chemicals & Petrochemicals) has promulgated Acrylonitrile-Butadiene Styrene (ABS) (Quality Control) Order, 2021, Bureau of Indian Standard (BIS), which shall come into force in the public interest.

We are pleased to inform that BEPL has obtained the accreditation under the BIS Certification for ABS Grades as per IS 17077 (Part 1):2022 and implemented all relevant standards and norms in compliance with the same.

CORPORATE SOCIAL RESPONSIBILITY AND OTHER CHARITABLE ACTIVITIES

The Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. It considers that, âit does not exist only for doing good business, but equally for the betterment of society.â It is always at the forefront while extending helping hand to the public at large.

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

In compliance with the requirements of Section 135 of the Act read with the applicable rules made thereunder the Company has a duly constituted CSR Committee which steers the CSR activities. The CSR Policy, formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at link

https://bhansaliabs.com/assets/policies_and_procedures/1593593022.Corporate_Social_Responsibilitv_Policv.pdf

During the FY under review, the Company has undertaken projects/activities pertaining to (a) Education/Skill Development Programme, (b) Protection and Promotion of National Heritage, Art & Culture, and (c) Health & Safety etc.

The amount spent by the Company on various CSR activities for FY 2022-23 stood at '' 2432.49 lakhs as against the prescribed amount of '' 666.34 lakhs. The Annual Report on CSR activities forming part of this Report is attached as Annexure 2.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, an extract of Annual return for the Financial year ended 31^st March, 2023 in accordance with the provisions of Section 92(3) of the Act is available on the Companyâs website and can be accessed through the link: https://bhansaliabs.com/assets/financial_docs/vearlv/1683786753.Draft_Annual_Return_2022-23.pdf

CORPORATE GOVERNANCE

The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, forms part of this Annual Report and is attached as Annexure 3 and Annexure 3A, respectively.

CERTIFICATIONS AND DECLARATIONS

The declaration by Managing Director of the Company relating to compliance of Code of Conduct by all Board Members and Senior Management Personnel of the Company, in accordance with the provisions of Regulation 17(5) of Listing Regulations is attached as Annexure 3B and forms part of this Annual Report.

Declaration of Independence

The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence and complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

MEETINGS OF THE BOARD

During the FY 2022-23, 4 (Four) meetings of the Board of Directors were held. The details of the said meetings are mentioned in the report on Corporate Governance forming part of this Annual Report.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Board of Directors have implemented a vigil mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy. The details of the same are mentioned in the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the Listing Regulations, the Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Companyâs various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. It also provides control measures for risk and future action plans. The policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at the web link https://bhansaliabs.com/ assets/policies_and_ procedures/1593593348.Risk_Management_Policy.PDF

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

In terms of Section 188 of the Act, read with rules framed thereunder and as per Regulation 23 of the Listing Regulations, the Company has formulated the policy for Related Party Transactions. The policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at the web link https://bhansaliabs.com/assets/policies_and_ procedures/1593593208. Policv_for_Related_Partv_Transactions.pdf

During the FY under review, there were no transactions entered into by the Company with any related party falling within the purview of Section 188 of the Act.

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures are reported in Note 41 of Notes to Accounts of the Standalone financial statements of the Company.

DIRECTORS

Retiring by Rotation / Change in Directorate:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayesh B. Bhansali, (DIN: 01062853) Executive Director cum CFO retires by rotation at the ensuing 39^th AGM of the Company and being eligible, offers himself for re-appointment.

The existing tenure of Mr. Babulal M. Bhansali (DIN: 00102930), Managing Director is up to 31^st March, 2024. Considering the provisions of Section 196(2) of the Companies Act, 2013 of the Act, the Nomination and Remuneration Committee at its meeting held on 21^st May, 2023 recommended to the Board, the re-appointment of Mr. Babulal M. Bhansali as Managing Director for a period of 5 years effective from 1^st April, 2024. The Board at its meeting held on the same day, based on the recommendation of the Nomination and Remuneration Committee, considered and approved, the re-appointment of Mr. Babulal M. Bhansali as Managing Director, subject to approval of the shareholders.

Further, the Nomination and Remuneration Committee at its meeting held on 21^st May, 2023 also recommended to the Board, the re-designation of Mr. Jayesh B. Bhansali (DIN: 01062853) as Joint Managing Director cum CFO of the Company w.e.f 1^st July, 2023 for the remaining term of his present tenure (i.e. till 31^st March, 2026). The Board at its meeting held on the same day, based on the recommendation of the Nomination and Remuneration Committee, considered and approved, the re-designation of Mr. Jayesh B. Bhansali as Joint Managing Director cum CFO, subject to approval of the shareholders.

Performance evaluation of the Board:

In accordance with the provisions of the Act and Listing Regulations, the Company has formulated the criteria for performance evaluation of all the Directors including Independent Directors, the Board and its Committees and the Chairman, details of which are mentioned in the Corporate Governance Report forming part of this Annual Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are:

Mr. B. M. Bhansali, Managing Director;

Mr. Jayesh B. Bhansali, Executive Director cum CFO;

Mr. Kiran H. Bhansali, Whole Time Director and

Mr. Ashwin M. Patel, Company Secretary & GM (Legal)

COMMITTEES OF THE BOARD OF DIRECTORS

The details pertaining to the Committees of Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee have been stated in the Corporate Governance Report forming part of this Annual Report

AUDITORSStatutory Auditors:

M/s. Azad Jain & Co., Chartered Accountants, Mumbai (FRN-006251C), were appointed as Statutory Auditors of the Company at the 38^th AGM held on 29^th June, 2022 to hold office up to the conclusion of 43^rd AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report.

Secretarial Auditors:

M/s Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900), were appointed as the Secretarial Auditors by the Board to conduct the secretarial audit of the Company for FY 2022-23.

In accordance with Section 204(1) of the Act, the Secretarial Audit Report for the FY ended 31^st March, 2023 is annexed as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

The Board of Directors, on recommendation of the Audit Committee, had appointed M/s. Joshi Apte and Associates, Cost Accountants, Pune (FRN-000240), as Cost Auditors of the Company, for the FY 2023-24, for conducting the audit of the cost records maintained by the Company for the products as mandated by the Central Government at a remuneration as mentioned in the Notice convening the 39^th AGM of the Company.

The Company has received a certificate from M/s. Joshi Apte and Associates, Cost Accountants that they are eligible to be appointed as Cost Auditors under Section 141 of the Act and Rules framed thereunder.

A resolution seeking membersâ ratification for the remuneration payable to the Cost Auditors for the FY 2023-24 forms part of the Notice of the 39^th AGM of the Company.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Adequate Internal Financial Control systems, commensurate with the nature of the Companyâs business, size and complexity of its operations, are in place and have been operating satisfactorily and effectively. During the FY under review, no material weaknesses in the design or operation of Internal Financial Control system was reported.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Company and its future operation during the FY under review.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FY TILL THE DATE OF THE REPORT

There have been no material changes, which have occurred between the end of FY till the date of this report, affecting the financial position of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the FY under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCE DEVELOPMENT

The Company believes in strategic alignment of Human Resources to its business priorities and corporate objectives. The Company undertakes various staff welfare measures/activities to strengthen unity, breaking the monotony and bringing the peer groups together for collaborative decision-making.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Further, the Company has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment. During the FY under review, no complaint regarding Sexual Harassment has been reported and the same has been submitted to the concerned authority i.e. the District Officer, Mumbai Suburban vide annual report for the calendar year 2022.

PARTICULARS OF EMPLOYEES

The Company has adopted a well-defined Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees. The policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at the web link

https://www.bhansaliabs.com/assets/policies_and_procedures/1593593096.Nomination_&_Remuneration_Policv.pdf

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 5 which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

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

The particulars as required pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo etc. forms part of this Annual Report as Annexure-6.

BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for FY 2022-23 forms part of this Annual Report as Annexure 7. Further, the Company has evolved a Business Responsibility Policy, encompassing the broad scope of the initiatives, to be undertaken, to best sub serve the interest of all the Stakeholders. The policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at the web link https://bhansaliabs.com/assets/policies_and_procedures/1593593437.Business_Responsibilitv_Policv. pdf

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Act, the Directors of the Company confirm that:

(i) in the preparation of the annual accounts for the FY ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they 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, 2023 and of the profit of the Company for the year ended on that date;

(iii) they 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) they have prepared the annual accounts on a âgoing concernâ basis;

(v) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Board takes this opportunity to thank the Companyâs Members, Customers, Vendors and all other Stakeholders for their continued support throughout the FY The Directors also thank the Stock Exchanges, Banks, Ministry of Corporate Affairs, State Governments, Government of India, and all other Government agencies and Regulatory authorities for the support extended by them and also look forward to their continued support in future.

The Board would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

M. C. Gupta Chairman (DIN:01362556)

Place : Gurugram Date : 21^st May, 2023

Mar 31, 2022

The Board of Directors are pleased to present the 38^th Annual Report of the Company together with its Audited Financial Statements (Standalone and Consolidated) for the Financial Year (âFYâ) ended 31^st March, 2022.

FINANCIAL AND OPERATIONAL RESULTS

('' in lakh, except EPS)
Particular	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Gross Sales/Income from Operations	1,63,834.66	1,52,434.35	1,63,834.66	1,52,434.35
Less: GST	24,439.66	23,239.60	24,439.66	23,239.60
Total Operational Revenue (Net of GST including Excise)	1,39,395.00	1,29,194.75	1,39,395.00	1,29,194.75
Other Income	1,901.91	1018.46	1,901.91	1018.46
Total Income	1,41,296.91	1,30,213.21	1,41,296.91	1,30,213.21
EBIDTA	48,221.72	45,679.31	48,221.72	45,679.31
Less: Finance Cost	16.75	63.01	16.75	63.01
Depreciation and Amortisation	996.33	1,018.65	996.33	1,018.65
Profit before share of net profit/(loss) of investment accounted for using equity method	0.00	0.00	47,208.64	44,597.65
Share of profit/(loss) from Joint Venture accounted for using equity method	0.00	0.00	58.39	48.68
Profit Before Tax (PBT)	47,208.64	44,597.65	47,267.03	44,646.33
Provision for tax (including Deferred Tax)	12,263.30	11,256.34	12,263.30	11,256.34
Profit from Continuing Operations after Tax (PAT)	34,945.34	33,341.31	35,003.73	33,389.99
Other Comprehensive Income/ (Loss), Net of tax	(13.31)	(46.72)	(13.31)	(46.72)
Total Comprehensive Income for the FY	34,932.03	33,294.59	34,990.42	33,343.27
Net Worth	98,040.26	68,085.41	98,133.04	68,134.93
EPS (Equity Share of '' 1/- each)	21.06	20.10	21.10	20.13

FINANCIAL HIGHLIGHTS

The key highlights of the Companyâs performance based on the Standalone Balance Sheet as on 31^st March, 2022 are reflected

as under:

? Net Worth: During the FY under review, the Net Worth of the Company stood at '' 98,040.26 Lakh as compared to '' 68,085.41 Lakh for the previous FY an increase of 44%. The Return on Net Worth stood at 35.64% as against 48.97% in FY 2020-21.

? Book Value of Shares: The Book value of the Equity shares increased from '' 41.04 in FY 2020-21 to '' 59.09 in FY 2021-22, an increase of '' 18.05.

? Current Ratio: As on 31^st March, 2022 the current ratio was 8.48 as compared to 8.11 as of 31^st March, 2021.

? TOL/TON: The ratio of total liability to total net worth for FY 2021-22 was 0.13 as compared to 0.14 for FY 2020-21.

? Zero Debt: The Company continues to enjoy the status of a âZero Debt Companyâ.

? Financing Pattern: There was no change in financing pattern and the Company would be able to sustain its business operations through internal accruals.

? Sales Credit Control: During the FY under review, the debtorâs percentage to sales decreased from 19.07% in FY 2020-21 to 17.23% in FY 2021-22.

? Debtors Turnover Ratio: During the FY under review, the Debtors Turnover Ratio was 5.80 as compared to 5.24 in the previous fiscal.

? I nventory Turnover Ratio: During the FY under review, the Inventory Turnover Ratio was 7.06 as compared to 11.45 in FY 2020-21.

? Operating Profit Margin (%): The Operating Profit Margin for FY 2021-22 stood at 33.87% as compared to 34.52% for FY 2020-21.

? Net Profit Margin (%): The Net Profit Margin for FY 2021-22 stood at 25.07% as compared to 25.81% for FY 2020-21. RESEARCH AND DEVELOPMENT FACILITIES

The said certificate entitles the Company for a host of concessions including but not limited to customs/central duty exemption on purchase of equipment, stores & spares, instruments etc. during the period of recognition and subject to relevant government policies in force from time to time.

The experts from Nippon A&L, Companyâs Joint Venture Partner, are headquartered in India for extending their support in terms of additional manpower to be deployed, development of new recipe etc.

During FY 2021-22, the R & D Centre successfully developed /improved properties of 9 new grades, of which 4 has been commercialised. The R & D Centre has also successfully developed 180 new colour grades, of which 51 has been commercialised. The R&D centre, as a continuous process, also focuses on improvements in the properties of existing material and other colour developments. The Company has now started gaining the benefits of its in-house R&D centre by way of new and improved products, leading to customer loyalty and satisfaction.

Further, there has been no change in the nature of business of the Company.

FUTURE EXPANSION Capacity Enhancement:

The steps taken by the Company for improvement in Operational Efficiencies and Process Improvement at both its Plants have resulted in increase in the Overall ABS production based on availability of HRG and SAN from 65,000 TPA to 75,000 TPA (10,000 TPA additional ABS Production) without incurring any Capex, effective from 1^st April, 2022. All statutory approvals (viz. Environment Clearance, Consent to Establish, Consent to Operate etc.) from various Government Authorities, pertaining to the aforesaid capacity enhancement have already been received by the Company.

Update on 2,00,000 TPA ABS Expansion:

The Board at its meeting held on 12^th October, 2021 had approved the Brown Field ABS Expansion Project at Companyâs existing plants i.e. Abu Road (Rajasthan) & Satnoor (Madhya Pradesh) for enhancing overall ABS production capacity to 200,000 TPA with approx. Capex of '' 500 Crore, to be funded through Reserves and Surplus which shall be implemented tentatively by December 2024.

The pace of activity(ies) were slow in Q4 FY22, due to spread of Omicron Virus all over the World. International travel was restricted, especially to Japan wherein further Technological discussion and finalization were to be done. The Companyâs Management shall visit Japan once the Covid related restrictions for the International Travellers are normalised. The slow pace due to Omicron virus may lead to delay in project implementation. The Company shall endeavour to expedite the completion of the Project on time.

SHARE CAPITAL

There has been no change in the share capital of the Company during the year under review. As on 31^st March, 2022, the paid-up share capital of your Company stood at '' 16,59,05,640/- comprising 16,59,05,640 Equity shares of '' 1 each fully paid.

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

TRANSFER TO RESERVES

For the FY ended 31^st March, 2022, the Directors do not propose to transfer any amount to the General Reserve. An amount of '' 29,954.85 lakh is proposed to be retained as surplus in the statement of Profit and Loss Account under the heading âReserves and Surplus.â

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Considering the Companyâs performance for FY 2021-22 and to appropriately reward the members and at the same time, conserving resources to meet future financial requirements, the Directors have declared 1^st and 2^nd Interim Dividend of '' 1/-(100%) each, per Equity Share which was paid on 03^rd November, 2021 and 17^th January, 2022, respectively. The Directors have recommended a Final Dividend of '' 1 (100%) per Equity Share of face value of '' 1 per share, aggregating to '' 1659.06 lakh for the FY ended 31^st March, 2022, subject to the approval of members at the ensuing AGM.

Considering the above, the total dividend declared / recommended by the Company for FY 2021-22 amounts to '' 3/- (300%) per equity share of the face value of '' 1/- each fully paid-up.

The outgo on account of the proposed dividend of 300% (Previous Year 100%) tantamount to a pay-out of 14.24% of the profit after tax for FY 2021-22 as compared to 4.97% for the previous FY

DEPOSITS

The Company has not invited any deposits from the public during the FY and as such, no amount of principal or interest related thereto was outstanding as on 31^st March, 2022.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (âthe Actâ)

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), as amended from time to time, the unpaid and unclaimed dividend pertaining to the FY 2013-14, amounting to '' 4,34,231.40 (Rupees Four Lakh Thirty Four Thousand Two Hundred and Thirty One and Forty Paisa only) which was lying in the Companyâs unpaid / unclaimed dividend account and remaining unclaimed for a period of seven years, was transferred to the Investor Education and Protection Fund (âIEPFâ).

Further, pursuant to the provision of Section 124(6) of the Act, read with Rule 6 of IEPF Rules, 1,51,482 Equity shares on which dividend had not been paid or claimed for seven consecutive years had been transferred to the DEMAT account of the IEPF authority as provided in Circular no. 11/06/2017-IEPF dated 16^th October, 2017 (General Circular No. 12/2017).

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

The Report on the performance and statement containing salient feature of Financial Statements of the aforesaid Joint Venture/ Associate Company in terms of Section 129 of the Act is separately attached in Form No. AOC-1 with the Consolidated Financials, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the Financial Statements of the Company including the Consolidated Financial Statements pertaining to its aforesaid Joint Venture entity are available on the Companyâs website (www.bhansaliabs.com).

The Company has framed a policy on Material Subsidiaries in terms of Regulation 16(1)(c) of Listing Regulations. The policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at link https://bhansaliabs.com/assets/ policies_and_procedures/1593593282.Policy_on_Material_Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report, as stipulated under the Listing Regulations, forms part of this Annual Report and is attached as Annexure 1.

COMMITMENT TO QUALITY

The Company is committed to quality. It aims to develop, produce and deliver products which consistently conform to the customer requirements, and to pursue the goal of error-free performance through product, process and quality management. The Company continues to monitor and maintain its effective and well-crafted Quality Control (QC) measures. QC is aligned to the business objectives of the Company and ensures that the Company is focused on maintaining Quality Centric approach towards its customers/clients. Over the years, the Company has evolved robust processes and strives to improve them continuously.

CORPORATE SOCIAL RESPONSIBILITY AND OTHER CHARITABLE ACTIVITIES

The CSR policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at link https://bhansaliabs.com/assets/policies_and_procedures/1593593022.Corporate_Social_Responsibilitv_Policv.pdf

During the FY under review, the Company has undertaken projects/activities pertaining to (a) Education/Skill Development Programme, (b) Promotion of Art and Culture, Heritage, and (c) Health & Safety.

During FY 2021-22, while the entire country was reeling under the severe impact of the second wave of Covid-19 pandemic, the Company undertook exemplary relief measures for the society at large, inter-alia, establishing two Covid Care Centres at South Mumbai & Bhayander (Thane District) in Maharashtra and two Covid Care Centres at Sirohi and Jalore Districts in Rajasthan, setting up three Oxygen Plants at Sirohi District & three Oxygen Plants at Jalore District through Rajasthan CM Relief Fund & one Oxygen Plant through District Magistrate at Chhindwara (M.P), free vaccination for 5000 people in Mumbai, extended help and support to the deaf animals (Cattles) by contributing to various Gaushalas etc. at an aggregate outlay of approx. '' 1413.75 Lakh.

The Company was awarded with Certificate of Appreciation by the Honâble Governor of Maharashtra Shri. Bhagat Singh Koshyari Ji, for undertaking vaccination drive for the people at large.

The amount spent by the Company on various CSR activities for FY 2021-22 stood '' 404.38 Lakh as against the prescribed amount of '' 403.07 Lakh. The Annual Report on CSR activities forming part of this Report is attached as Annexure 2.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, an extract of Annual return for the Financial year ended 31^st March, 2022 in accordance with the provisions of Section 92(3) of the Act is available on the Companyâs website and can be accessed through the link: https://bhansaliabs.com/assets/tinancial_docs/vearlv/1654246028.BEPL_form_MGT_2021-22.pdf

CORPORATE GOVERNANCE

CERTIFICATIONS AND DECLARATIONS

The certificate issued by the Managing Director and Executive Director cum CFO of the Company with regards to certification on Audited Financial Statements of the Company for FY 2021-22 in accordance with the Provisions of Regulation 17(8) of Listing Regulations is attached as Annexure 3B and forms part of this Annual Report.

Declaration of Independence

MEETINGS OF THE BOARD

During the FY 2021-22, 4 (Four) meetings of the Board of Directors were held. The details of the said meetings are mentioned in the report on Corporate Governance forming part of this Annual Report.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

RISK MANAGEMENT

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

During the FY under review, there were no transactions entered into by the Company with any related party falling within the purview of Section 188 of the Act.

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures are reported in Note 39 of Notes to Accounts of the Standalone financial statements of the Company.

DIRECTORS? Retiring by Rotation / Change in Directorate:

I n accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayesh B. Bhansali, Executive Director (DIN: 01062853) retires by rotation at the ensuing 38^th AGM of the Company and being eligible, offers himself for re-appointment.

During the FY under review, Mr. Jaivardhan ceased to be a Director from the Board with effect from 21^st August, 2021.

Mr. Kiran Hiralal Bhansali (DIN: 05243336) was appointed as an Additional Director by the Board of Directors of the Company at its meeting held on 23^rd April, 2022. As an Additional Director, he holds office up to the date of the ensuing 38^th AGM of the Company. Accordingly, Mr. Kiran Hiralal Bhansali is proposed to be appointed as Whole-Time Director, liable to retire by rotation at the said AGM.

The above proposals forms part of the Notice of the 38^th AGM and the relevant resolutions are recommended for the membersâ approval therein.

? Performance evaluation of the Board:

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are:

Mr. B. M. Bhansali, Managing Director;

Mr. Jayesh B. Bhansali, Executive Director cum CFO;

Mr. Kiran Hiralal Bhansali, Additional Director; and Mr. Ashwin M. Patel, Company Secretary & GM (Legal)

COMMITTEES OF THE BOARD OF DIRECTORS

AUDITORS Statutory Auditors:

M/s. Azad Jain & Co., Chartered Accountants, Mumbai (FRN-006251C), were appointed as Statutory Auditors of the Company at the 33^rd AGM held on 15^th July, 2017 to hold office up to the conclusion of 38^th AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditor on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, as amended from time to time, based on the recommendation of Audit Committee, the Board of Director at their meeting held on 23^rd April, 2022, had re-appointed M/s. Azad Jain & Co., Chartered Accountants, Mumbai (FRN-006251C) as the Statutory Auditors, to hold office for 2^nd term of 5 years, from the conclusion of the ensuing 38^th AGM till the conclusion of 43^rd AGM of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors, in addition to applicable taxes and reimbursement of out of Pocket expenses incurred by them.

The Company has received a certificate from M/s. Azad Jain & Co., that they are eligible to be re-appointed as Statutory Auditors under Section 139 of the Act and Rules framed thereunder.

A resolution seeking membersâ approval for the re-appointment of M/s. Azad Jain & Co., Chartered Accountants as Statutory Auditors of the Company, forms part of the Notice of the 38^th AGM of the Company.

Secretarial Auditors:

M/s Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900), were appointed as the Secretarial Auditor by the Board to conduct the secretarial audit of the Company for FY 2021-22.

In accordance with Section 204(1) of the Act, the Secretarial Audit Report for the FY ended 31^st March, 2022 is annexed as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

The Board of Directors, on recommendation of the Audit Committee, had appointed M/s. Joshi Apte and Associates, Cost Accountants, Pune (FRN-000240), as Cost Auditors of the Company, for the FY 2022-23, for conducting the audit of the cost records maintained by the Company for the products as mandated by the Central Government at a remuneration as mentioned in the Notice convening the 38^th AGM of the Company.

The Company has received a certificate from M/s. Joshi Apte and Associates, that they are eligible to be appointed as Cost Auditors under Section 141 of the Act and Rules framed thereunder.

A resolution seeking membersâ ratification for the remuneration payable to the Cost Auditors for the FY 2022-23 forms part of the Notice of the 38^th AGM of the Company.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Company and its future operation during the FY under review.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FY TILL THE DATE OF THE REPORT.

There have been no material changes, which have occurred between the end of FY till the date of this report, affecting the financial position of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the FY under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCE DEVELOPMENT

PARTICULARS OF EMPLOYEES

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

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Annual Report of top 1000 listed entities, based on market capitalization, shall include the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective.

Further, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, the requirement of submitting a Business Responsibility Report shall be discontinued after the FY 2021-22 and thereafter, with effect from the FY 2022-23, the listed entities shall submit a Business Responsibility and Sustainability Report in the format as specified by the Board from time to time. For FY 2021-22, the listed entities may voluntarily submit a Business Responsibility and Sustainability Report in place of the mandatory Business Responsibility Report.

Though, the Company is covered under the aforesaid Regulation, it has been decided to publish the Business Responsibility Report for FY 2021-22, which forms part of this Annual Report as Annexure 7.

Further, the Company has evolved a Business Responsibility Policy, encompassing the broad scope of the initiatives, to be undertaken, to best sub serve the interest of all the Stakeholders. The policy may be accessed under the âPolicies and Proceduresâ section on the website of the Company at the web link https://bhansaliabs.com/assets/policies_and_procedures/1593593437. Business_Responsibility_Policy.pdf

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Act, the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the FY ended 31^st March, 2022, the applicable accounting standards have been followed and there are no material departures from the same;

(b) t hey 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, 2022 and of the profit of the Company for the year ended on that date;

(c) they 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;

(d) they have prepared the annual accounts on a âgoing concernâ basis;

(e) t hey 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

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Board would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of DirectorsM. C. Gupta

Place: Gurugram Chairman

Date: 23^h April, 2022 (DIN: 01362556)

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 34th Annual Report of the Company together with its Audited Financial Statements for the year ended 31st March, 2018.

1. FINANCIAL AND OPERATIONAL RESULTS:

A. Financial Results (Standalone):

Financial and Operational Results of the Company for the Financial Year ended 31st March, 2018 as compared to the previous financial year, is summarized as hereinbelow :

(Rs. In Lakhs)

Particulars	Current Financial Year ended on 31.03.2018	Previous Financial Year ended on 31.03.2017
Gross Sales/ Income from Operations	1,20,455.38	70,408.67
Less- GST	14,572.25	-
Total Operational Revenue	1,05,883.13	70,408.67
Other Income	1,369.58	844.11
Total Income	1,07,252.71	71,252.78
EBITDA	16,812.40	7,195.05
Less: (i) Finance Cost	773.89	979.56
(ii) Depreciation and Amortization	607.03	541.93
Profit Before Tax (PBT)	15,431.48	5,673.56
Provision for tax (including Deferred Tax)	5,467.55	2,110.52
Profit from Continuing Operations after Tax (PAT)	9,963.93	3,563.03
Other Comprehensive Income	(-)22.40	(-)56.10
Total Comprehensive Income for the Year	9,941.53	3,506.93
Net Worth	25,813.16	16,270.99
Amount Transferred to Reserves	NIL	NIL
E.P.S (Equity Share of Rs. One each)	6.01	2.15

B. Financial Results(Consolidated):

The Consolidated Financial and Operational Results of the Company for the year ended 31st March, 2018 as compared to the previous financial year, is summarized as hereinbelow:

(Rs. In Lakhs)

Particulars	Current Financial Year ended on 31.03.2018	Previous Financial Year ended on 31.03.2017
Gross Sales/ Income from Operations	1,20,455.38	70,408.67
Less- GST	14,572.25	-
Total Operational Revenue	1,05,883.13	70,408.67
Other Income	1,369.58	844.11
Total Income	1,07,252.71	71,252.79
Profit Before Tax (PBT)	15,431.48	5,673.57
Add- Share of Net Profit of Joint Venture Company accounted for using the equity method	38.73	(-)17.74

Consolidated Profit Before Tax (PBT)	15,470.21	5,655.83
Provision for tax (including Deferred Tax)	5,467.55	2,110.53
Profit from Continuing Operations after Tax (PAT)	10,002.66	3,545.29
Other Comprehensive Income	(-)22.40	(-)56.10
Total Comprehensive Income for the Year	9,980.26	3,489.19
Amount Transferred to Reserves	NIL	NIL
E.P.S (Equity Share of Rs. One each)	6.03	2.14

C. OPERATIONS AND FUTURE PLAN: OPERATIONS:

(a) The results achieved in the year 2017-18 depict profound improvement over the previous year as was envisaged and as may be observed from the relevant texts reproduced hereunder:

Extract from the Boardâs Report of Fiscal 2017:

âIpso facto, improving upon the results achieved in 2016-17, is likely to be far more impressive in the F.Y. 2017-18 and definitely thereafter in the subsequent yearsâ.

(b) Indeed the company could achieve stunning performance in the fiscal 2018, as is evident from the following results:

- Sales Volume: Sales volume increased from 50,732 MT (2016-17) to 66,016 MT (2017-18) - an increase of 30.12%.

- Sales Turnover: Sales turnover of goods manufactured increased from Rs. 619.33 Crores (2016-17) to Rs. 922.13 Crores (2017-18) - an increase of 48.89%.

- EBITDA: Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) increased from â71.95 Crores (2016-17) to â168.12 Crores (2017-18) - an increase of 133.66%.

- PBT: Profit Before Tax increased from Rs. 56.73 Crores (2016-17) to Rs. 154.31 Crores (2017-18) - an increase of 172.01%. (includes trading profit).

- PAT: Profit After Tax increased from Rs. 35.63 Crores (2016-17) to Rs. 99.64 Crores (2017-18) - an increase of 179.65%.

- EPS: Earning per Share increased from Rs. 2.15 (2016-17) to Rs. 6.01 (2017-18) - an increase of 179.53%.

- Return on Net Worth: Return on Net Worth increased from 21.55% (2016-17) to 38.51% (2017-18)

- Return on Investment: Return on Investment increased from 8.25% (2016-17) to 22.86% (2017-18)

(c) The aforesaid magnificent results could be produced owing to the business approach adopted by your company to reorient its marketing strategy by positioning its products in highly remunerative ABS consuming segments. As a result of the aforesaid business approach adopted by your company, the Economic Value Addition (EVA i.e. Sales Revenue-Cost of Material) at Rs. 287.64 Crores (2017-18) shows an enhancement of Rs. 128.34 Crores against the previous yearâs EVA at Rs. 153.50 Crores- an increase of 87.38%.

(d) Simultaneously, expenditure was kept under tight leash resulting in maintaining the level of expense in the year under review at Rs. 20,900 per unit volume of sales excluding debtorâs write-off at Rs. 8.56 Crores-Rotomac Group and Forex loss of â6.82 Crores in the last quarter of fiscal 2018. This is against previous yearâs level of expense at Rs. 20,700 per unit volume of sales. It is noteworthy due to prevailing inflationary condition in the Indian economy.

(e) The stakeholders of the company will be delighted to observe the Balance Sheet as at 31.03.2018 on account of the following facts:

- Net Worth: Net worth of the company is Rs. 258.13 Crores in the year under review against the previous year at Rs. 162.71 Crores - an increase by 58.64%.

- Book Value of the Equity share: The corresponding increase in the book value of the equity share of the company (with the Face Value of Rs. 1/- per share) is at Rs. 15.56 in the year under review against the previous year at Rs. 9.81 - an equated increase by 58.61%.

- Current Ratio: Current Ratio (Current Assets/Current Liabilities) as on 31.03.2018 is 2.04 against 1.30 as on 31.03.2017.

- TOL/TON: Financial health gained in the year under review resulted in highly favourable ratio of Total Liability to Total Net worth at 0.63 against previous yearâs ratio of 1.59

- Zero Debt: The company has been debt free (long term debt) ever since fiscal 2003 and now it has become a zero debt company, i.e. no borrowing at all. This is in view of the fact that the company has repaid all its dues to its working capital solitary banker Allahabad Bank, who had lent fund and non-fund based working capital facility to the company amounting to Rs. 216.50 Crores. Consequent thereupon, Allahabad Bank has vacated their charge on the entire fixed and movable assets of the company, which was created through equitable mortgage and Deed of Hypothecation. Consequently, the shares pledged by the Promoter and Promoter Group Companies in favour of Allahabad Bank and the personal guarantee of Mr. B. M. Bhansali, Promoter and Managing Director have been released.

- Financing Pattern: Without resorting to any external borrowing the company would be able to sustain its operations based on the handsome internal accruals.

- Sales Credit Control: Companyâs sales credit control policy in respect of the supply effected to the esteemed patrons has also shown good effect, since debtors percentage of sales has reduced to 15.39% as on 31.03.2018 against 19.42% as on 31.03.2017. Consequent whereupon, the debtorsâ age has reduced from 80 days to 60 days.

(f) As aforesaid, continuance of the sales credit control policy and handsome internal accruals will not only provide sufficient liquidity to the company but would also enable it to largely fund its long term CAPEX requirement in respect of its ensuing capacity augmentation program, details whereof have been adequately dealt with in the later text captioned as âFuture Expansionâ.

FUTURE PLANS/EXPANSION:

A) Expansion from 80 KTPA to 137 KTPA:

a) In the text of Boardâs Report of fiscal 2017, we had highlighted the expansion program to ramp up the ABS capacity to 137 KTPA by 31.12.2018. This program is being implemented in two phases i.e 80 KTPA to 100 KTPA by 31.03.2018 and thereafter from 100 KTPA to 137 KTPA by 31.12.2018. The company has already communicated to BSE/NSE vide letter dtd. 4th April, 2018 that the ABS capacity expansion plan of the company from 80 KTPA to 100 KTPA at its Abu Road unit has been successfully implemented within the envisaged cost and time frame, i.e. Rs. 20 crores and 31st March, 2018 respectively.

b) Furthermore, concerted efforts are being directed to expand ABS compounding capacity to 137 KTPA within the envisaged time and cost schedule i.e. Rs. 30 crores and 31st December, 2018 respectively.

c) The R&D Centre at Aburoad unit being set up at an estimated cost of Rs. 20 Crores will be operational by 30th September, 2018. This will revitalize the market development efforts as the R&D Centre is being equipped with state-of-the-art recipe development and testing facilities, viz. recipe development:- Lab Extruders (2 nos.), Moulding machines (3 nos.), Digital Microscope, Fourier Transform Infra-Red Spectrophotometer and Colour Spectrophotometer, etc. Testing facilities:- Weather Meter, Gas Chromatograph, Charpy Impact Tester, HDT Tester, MFR Tester, Universal Testing Machine and DuPont Impact Tester etc.

d) Since company has established a JV with Nippon A&L (NAL), Japan 5 years ago and their process and R & D experts are head quartered in India for extending full support to BEPL, the new R&D Centre will function under technical guidance of these Japanese experts and if required, additional manpower will be deployed by NAL to back up BEPLâs R & D efforts under the technical assistance agreement executed between BEPL and NAL.

e) Therefore, R&D Centre at Aburoad unit will enable BEPL to gradually increase the market share of speciality ABS grades and through niche marketing efforts, BEPL will concentrate on highly remunerative ABS market segment by decreasing sale of General Purpose (GP) grades and increasing sale of speciality grades.

B) Port Based Greenfield Project of 200 KTPA capacity:

a) As was covered in the text of Board Report of fiscal 2017 dealing with the subject of future expansion, we are pleased to inform that after in-depth evaluation of alternative ports in Gujarat, Pipavav port has been selected as a location to set up the proposed port based green-field project of 200 KTPA capacity. In this connection, two alternative land parcels have been identified at Pipavav port and due diligence in respect of the first choice of land parcel is being presently carried out and hopefully will be completed by 15th May, 2018. This land parcel is available for disposal by a scheduled private bank. The other alternative land parcel is available with Govt. of Gujarat. The first land parcel is located within 3.3 kms. from the APM Terminalâs liquid jetty and the other land parcel referred to herein above is located at 6.5 kms. from the APM Terminalâs liquid jetty.

b) From the technical feasibility angle in terms of transporting liquid cargo of Styrene, Acrylonitrile monomers and liquified Butadiene monomer through pipeline, both the land parcels are selectable.

c) The proposed new plant will be based on state-of-the-art technology as has been amply covered in the text of Board Report of Fiscal 2017 and in view of the relevance and validity thereof, the appropriate text is being reproduced hereinbelow:

Extract from the appropriate text of the Board Report - Fiscal 2017:

The new plant will be based on the state of the art technology from Japan and in this connection, the substantive initial steps have already been taken involving several round of meetings with the Japanese company followed by visit of their experts. This Japanese company is none-else than Nippon A&L, Japan with whom the company has a long standing relationship and also established marketing joint venture in the year 2013 who are providing sales support as well as technical support with respect to the existing operations of JV products.

Furthermore infrastructure development work is progressing rapidly in terms of steps being taken by your Company for acquisition of land and planning of captive power plant as an integral part of the expansion programme. Based on the encouragement being received from the concerned authorities of the state government and companyâs technology partner, the implementation programme has been firmed up to commence manufacturing of ABS from the proposed port based green-field plant by 31st March, 2022.

Perception backed up by conviction of the Company is that by the time, the new 200 KTPA port based plant is established; the company will be able to exploit its capacity of the plant optimally. This is because your Company is likely to have captured the largest market share of ABS in India. Moreover, based on the competitive cost structure and quality wise at par with the best in the world, if required, your company will be in a position to export specialty grades of the ABS, ASA and AES resins as well.

The aforesaid strategy will ensure birth of a healthy baby, thwarting all threats and limitations which is often faced by any greenfield project as it is otherwise difficult to maintain the economic viability in the initial years of production due to relatively lower capacity utilization resulting in not being able to achieve breakeven level of the output which certainly will not be the situation to be faced by your company.

Moreover, implementation of the project takes into account, in terms of the technology selection and logistic planning that it remains globally competitive in the event the Indian economy opens up further and custom tariff barriers is done away with.

In this context, energy conservation and minimizing environmental affects are given due impetus. Furthermore automation and safety measures are no less area of attention for implementing the project based on ultramodern process technology. Due care is being taken to ensure that the material handling system is carried out with least human involvement to improve upon the safety and avoid human errors.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, your Company did not have any subsidiary Company during F.Y. 2017-18; however it has one Joint Venture/ Associate Company viz. Bhansali Nippon A&L Private Limited having its Registered Office at 401, 4th Floor, Peninsula Heights,C. D. Barfiwala Road, Andheri (West),Mumbai - 400 058, wherein the Company holds 50% of the paid up equity share capital.

The Report on the performance and Statement containing salient feature of Financial Statements of aforesaid Joint Venture / Associate Company is separately attached in Form No. AOC-1 with this Annual Report.

In accordance with Section 136 of the Companies Act, 2013 the Financial Statements of the Company including the Consolidated Financial Statements pertaining to its aforesaid Joint Venture entity are available on the Companyâs website (www.bhansaliabs.com).

3. DIVIDEND:

Your Directors, considering stupendous growth in total comprehensive income viz. by 183.48 % during F.Y. 2017-18 as against the last fiscal, have recommended final dividend @ 30% on the nominal value of the total paid-up equity share capital of Company consisting of 16,59,05,640 equity shares with the face value of Rs. 1/- each (viz. dividend of Thirty paise per equity share) for the financial year ended 31st March, 2018 which is an increase of 50% in the dividend rate(s) declared by the Company for last fiscal. The aforesaid dividend, if approved by members in ensuing Annual General Meeting, will be distributed out of the net profits of the Company available for distribution of dividends.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Regulation 34(2)(e) read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith vide Annexure -1 and forms an integral part of this Report.

5. BUSINESS RESPONSIBILITY REPORT:

Pursuant to regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 500 listed companies by market capitalization, calculated as on March 31 of every financial year, are required to include in their Annual Report a Business Responsibility Report, describing therein the initiatives taken by them from environmental, social and governance perspectives, in the format prescribed by SEBI. Since the company, for very first time from its inception, entered into the category of top 500 Listed companies of India by way of its market capitalization for the financial year ended 31-03-2018, it has presented its Business Responsibility Report. In its quest of green initiative, the Company has hosted the Business Responsibility Report on its website - www.bhansaliabs.com. On request, a physical copy of said Report would be made available.

6. DIVIDEND DISTRIBUTION POLICY:

The Dividend Distribution Policy became applicable to the company pursuant to Regulation 43(A)(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; because for very first time since inception, it entered into the category of top 500 Listed companies of India by way of its market capitalization for the financial year ended 31-03-2018. Therefore the Company has formulated its Dividend Distribution Policy considering the parameters as mandated in the said Listing Regulations and is available on the website of the company viz. www.bhansaliabs.com

7. INTERNAL FINANCIAL CONTROL SYSTEM OF THE COMPANY:

During the year, no material weaknesses in the design or operation of Internal Financial Control system was reported.

8. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ARRANGEMENT(S) WITH RELATED PARTIES:

The Related Party Contract(s)/Transaction(s)/Arrangement(s) entered into by the Company during F.Y. 2017-18, were in its ordinary course of business and on an armâs length basis. Hence Form AOC-2 is not applicable to the Company. Further pursuant to the provisions of regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant related party contract(s)/ transaction(s)/arrangements entered into by the Company with the Related Party(ies) which may have a potential conflict with the interest of the Company. All related party transaction(s) are first placed before Audit Committee for their consideration and making recommendation to the Board and thereafter such transactions are placed before the Board for seeking their approval, wherever required.

The details of Related Party Transactions (RPTs,) in consonance with the provisions of the respective Accounting Standards, have been stated in Note No. 39 to the Standalone Audited Financial Statements of Company forming part of this Annual Report.

The Policy of Company on dealing with the Related Party Transactions has been placed on the Companyâs website and can be accessed at www.bhansaliabs.com.

9. PARTICULARS OF LOANS, ADVANCES & GUARANTEES GIVEN AND INVESTMENTS MADE OR SECURITIES PROVIDED AS PER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of Loans, Advances and Investments made by the Company during the financial year 2017-18 are stated in Note No. 5 and 6 to Standalone Audited Financial Statements of Company as annexed to this Annual Report. The Company has neither made any investment nor provided any guarantee or security for any loan during the reporting period.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

There was no change in the KMPs and composition of the Board of Directors during the reporting period. However, the Board has recommended for the re-appointment of Mr Jayesh B. Bhansali (DIN: 01062853) as Executive Director & CFO of the Company for further period of 3 years w.e.f. 1st April, 2018 on the existing remuneration, terms & conditions, considering the recommendation made by the Nomination and Remuneration Committee of the Company at their meeting held on 10th March, 2018. Necessary information including the applicable terms and conditions and the proposed remuneration has been provided in the said Resolution and the explanatory statement thereof forming part of the Notice convening the AGM.

Mr. B. M. Bhansali (DIN: 00102930), Managing Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

a. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of Company confirming that they meet with the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company last time are available on the website of the Company (www.bhansaliabs.com). However during the year under review, there was no change in the nature of business of the company and its business vertical/ structure/ operational strategy, etc. which would have necessitated a fresh Familiarization Programme for Independent Directors. Further with respect to the compliances of various acts and regulations applicable to the Company, the familiarisation programme is held at the Board Meeting(s), whenever required.

11. DISCLOSURES RELATED TO BOARD AND CORPORATE GOVERNANCE REPORT ETC:

a. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (Four) times during financial year 2017-18 viz. 16th April 2017; 14th July 2017; 13th October 2017 and 14th January 2018. The detailed information with regard to the Composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of Company, for sake of brevity, which forms part of this Annual Report.

b. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to its requisites as set out by the respective authorities. The report on Corporate Governance as stipulated under Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith vide Annexure //and forms an integral part of this Annual Report.

The requisite certificate from the Practising Company Secretary viz. Secretarial Auditors of the Company, M/s Rathi & Associates, confirming compliance with the conditions of Corporate Governance as stipulated in Part E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended herewith vide AnnexureIIA and forms an integral part of this Annual Report.

Certificate issued by the Managing Director and Executive Director Cum CFO of the Company with regard to the certification on Audited Financial Statements of the Company for financial year 2017-18 is also annexed herewith vide AnnexureIIBand forms an integral part of this Annual Report.

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company in accordance with the provisions of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said Code is also available on the website of the Company (www. bhansaliabs.com). The declaration by CEO i.e. Managing Director of Company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure II Cand forms an integral part of this Annual Report.

12. COMPANY POLICIES:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has formulated and implemented the following policies. All the Policies are available on Companyâs website (www.bhansaliabs.com) under the caption (Investors) and its sub-caption (Policies and Procedures) The policies are reviewed periodically by the Board and are updated based on need and requirements arising from time to time.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The Policy is meant for Directors, Stakeholders and Employees etc. of the Company to report their concerns, if any, about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct and ethics.
Policy for Related Party Transactions	The Policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for Preservation of Documents	The Policy deals with the system of retention of Corporate records of the Company.

Policy for Determination of Materiality of Events		The Policy applies for determining and disclosures of material events taking place in the Company from time to time.
Archival Policy		The Policy deals with the retention and archival of corporate records of the Company for a particular period, as may be applicable on basis of its policy.
Code of Conduct for Director(s) and Management Personnel	Senior The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel of Company to establish highest standard of their ethical, moral and legal conduct in the business affairs.
Nomination and Remuneration Policy		The Policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel (KMPs) and other employees covered under the prescribed criteria, if any.
Corporate Social Responsibility Policy		The Policy outlines the Companyâs strategy to bring about a positive impact on society through its activities/ programmes relating to Health, Education, Social welfare activities, Hunger eradication, Environmental Sustainability, Promoting Gender Equality, Upliftment of deserving deprived and underprivileged sections of society and Promotion of Sports, Arts & Culture etc.
Code of Conduct for Prohibition of Trading	Insider The Policy provides framework for dealing with the securities of Company by the Insiders of Company in mandated manner.
Code for Independent Directors		The Code is a guide to professional conduct for Independent Directors. Adherence to these standards by Independent Directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investing community, particularly minority shareholders, regulators and companies in the institution of Independent Directors.
Code of Practices and Procedures for Fair Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations 2015 Disclosure of Unpublished Price Sensitive requires a listed company to formulate and publish a policy on its official Information (UPSI) website viz. âCode of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Informationâ which shall adhere to each of the principles as set out in schedule A to the said Regulation.
Policies related to Business Responsibility Report (BRR) : 1) Ethics, Transparency and Accountability 2) Product Life Cycle Sustainability 3) Employee Well being 4) Stakeholders Engagement 5) Human Rights 6) Environment 7) Policy Advocacy 8) Inclusive Growth and Equitable Development 9) Consumer Value		In compliance with Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company being one of the top five hundred listed companies as on 31.03.2018, the Nine polices related to BRR have been formulated by the management. The key objective of these policies is to re-affirm the Companyâs commitment to follow the principles laid down in National Voluntary Guidelines (NVGs) on Social, Environmental and Economic perspectives/responsibilities of Businesses. These policies will help the company to deal with the complexities and challenges that keep emerging in the conduct of its business.
10) Dividend Distribution Policy		In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Dividend Distribution Policy of Company has been formulated by the management.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is conscious of its responsibility towards the society as a corporate citizen. During the F.Y. 2017-18, the Company was required to spend a total amount of Rs. 58.64 Lakh towards its CSR activities which has been entirely spent within the F.Y. 2017-18 itself towards Educational/Skill development programmes/social welfare activities for general public/ creating permanent infrastructure pertinent thereto/training programmes and promotion of Education, Art and Culture etc.

The Companyâs CSR Policy Statement and Annual Report on the CSR activates undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed herewith vide Annexure III and forms an integral part of this Report.

14. COMMITTEES OF THE BOARD OF DIRECTORS:

The details with respect to the Committees of Board of Directors of Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Investment and Loan Committee for the sake of brevity have been stated in the Corporate Governance Report of the Company forming integral part of this Annual Report.

15. PERFORMANCE EVALUATION OF THE BOARD AND ITâS COMMITTEE(S):

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions thereto; the Board carried out annual evaluation of each of the directors of the Company individually (considering the various relevant aspects of the functioning of the Board including their composition and adequacy etc.), culture, execution, performance, obligations, governance, contribution and quality of participation in the Board and committee proceedings etc. The Committees of Board were also evaluated by the Board of Directors and their functionings were found satisfactory.

The Performance evaluation of the Independent Directors was done by the entire Board of Directors sans the participation of the Director being evaluated. The performance evaluation of the Chairman, Managing Director & Executive Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure IVand forms an integral part of this Report and are also available at the Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of the Company and the same shall be provided on such request.

17. ADOPTION OF INDIAN ACCOUNTING STANDARDS (Ind AS)

The Company has adopted Ind AS with effect from 1st April 2017 with a transition date of 1st April, 2016 pursuant to the Ministry of Corporate Affairs notification no. G.S.R. 111(E) dated 16th February, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015.

Accordingly, the financial statements for the year ended 31st March, 2018 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under section 133 of the Companies Act, 2013, and other recognized accounting practices and policies to the extent applicable thereto.

18. AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITOR:

At the 33rd AGM of the Company held on 15-07-2017, M/s Azad Jain & Company, Chartered Accountants, Mumbai (FRN-006251C) were appointed its Statutory Auditor for a period of 5 years pursuant to the provisions of section 139 of the Companies Act, 2013, subject to ratification of their re-appointment in each ensuing AGM. As per the respective provisions in force, their re-appointment is within the prescribed limit and they are also not disqualified under section 141 of the Companies Act, 2013.

Further pursuant to the provisions of sections 142 of the Companies Act, 2013, the proposal is put up for approval of members to authorize Board of Directors of the Company to fix their remuneration for F.Y. 2018-19. In accordance with the requirement of SEBI (LODR), Regulations, 2015, the Auditors have also confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

No frauds have been reported by the Statutory Auditors during F.Y. 2017-18 pursuant to the provisions of section 143(12) of the Companies Act, 2013.

In view of above, necessary resolution for ratification of appointment of the said Auditor has been included in the notice of AGM for seeking approval of members.

b. AUDIT REPORT:

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

c. SECRETARIAL AUDITORS:

In terms of the provisions of Section 204 of the Companies Act, 2013, M/s Rathi and Associates, Practicing Company Secretaries, Mumbai have been re-appointed by the Board as Secretarial Auditors of Company for the F.Y. 2018-19.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditors, in Form No. MR-3 for F.Y. 2017-18 is annexed herewith vide Annexure V and forms integral part of this Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, the Board has approved the re-appointment of M/s Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No. 000240) as Cost Auditors of the Company for carrying out its cost audit for F.Y. 2018-19 for an Annual Audit Fee/ Remuneration of Rs. 75,000/- (Seventy Five Thousand only ) plus applicable Government Taxes thereon and reimbursement of travelling and actual out of pocket expenses incurred in relation to performance of their duties.

Necessary resolution for ratification of remuneration payable to the Cost Auditors is included in the Notice of ensuing AGM for seeking approval of members.

19. COMPLIANCE OF SECRETARIAL STANDARDS:

All the requirements related to Secretarial Standards as applicable to Company from time to time have been complied with accordingly.

20. CHANGE IN SITUATION OF THE REGISTERED OFFICE OF THE COMPANY:

The Registered office of the Company was shifted from Bhansali House A - 5, Off Veera Desai Road, Andheri (West), Mumbai - 400053 to 401, 4th Floor, Peninsula Heights, C. D. Barfiwala Road, Andheri (West), Mumbai - 400058 w.e.f. 20th April, 2017.

21. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are furnished as hereunder:-

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is annexed herewith vide Annexure Hand forms an integral part of this Report.

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

The particulars as required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are annexed herewith vide Annexure VII and forms integral part of this Report.

22. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2017-18:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by the employees of Company.

Your Directors further state that during F.Y. 2017-18:-

i Neither the Managing Director nor the Executive Director cum CFO of the Company receive any remuneration or commission from any other company.

ii No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and the Companyâs operations in future.

iii There has been no change in the nature of business of the Company.

iv Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to the Company.

v There was no revision of the Financial Statements of the Company.

vi No fraud has been reported by the Auditors in their Audit Report hence the disclosure u/s 134(3) (ca) is not applicable.

vii The Company has not identified any such risk which can potentially threaten its existence.

23. DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 (âthe Actâ), and in relation to the Audited Annual Financial Statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirm that:

a. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors have 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, 2018 and of the profit of the Company for that year;

c. proper and sufficient care was taken 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;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of laws applicable to the Company and that such systems were adequate and operating effectively.

24. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place on record their appreciation for the assistance, coordination and cooperation received from the Banks, Government, Statutory Authorities, Customers, Vendors and all Stakeholders of the Company, who extended their constant patronage and support to the Company in its endeavour of consistent growth.

Your Directors would like to express their deep-appreciation to the employees for their resilience, hard work, dedication, sincerity and relentless efforts which contributed to the stupendous growth and impressive performance of the Company during F. Y. 2017-18.

For and on Behalf of the Board of Directors

M. C. Gupta

Chairman

(DIN: 01362556)

Place : Mumbai

Date :13th April, 2018

Registered Office Address:

401, 4th Floor, Peninsula Heights,

C D Barfiwala Road,

Andheri (West), Mumbai-400058.

CIN: L27100MH1984PLC032637

Tel No. : 022 - 2621 6060

Fax No. : 022 - 2621 6077

E-Mail: [email protected]

website: www.bhansaliabs.com

Mar 31, 2017

Dear Member(s),

The Directors are pleased to present the 33^rd Annual Report of the Company together with its Audited Financial Statements for the year ended 31^st March, 2017.

1. FINANCIAL AND OPERATIONAL RESULTS:

A. Financial Results (Standalone):

Financial and Operational Results of the Company for the Financial Year ended 31^st March, 2017 as compared to the previous financial year, is summarized as hereinbelow :

(Rs. in Lakhs)

Particulars	Current Financial Year ended on 31.03.2017	Previous Financial Year ended on 31.03.2016
Gross Sales/ Income from Operations	70408.67	59425.15
Earnings before Finance Cost, Tax, Depreciation and Amortization	7109.25	4000.63
Less: (i) Finance Cost	979.56	1107.53
(ii) Depreciation and Amortization	541.93	554.48
Profit Before Tax (PBT)	5587.76	2338.62
Provision for tax including Deferred Tax	2110.53	669.84
Net Profit After Tax (PAT)	3477.23	1668.78

APPROPRIATION

(Rs. in Lakhs)

Final Dividend	331.81	165.91
Corporate Dividend Tax	67.55	33.17
Transfer to Reserve(s)	NIL	NIL

B. Financial Results (Consolidated):

The Consolidated Financial and Operational Results of the Company for the year ended 31^st March, 2017 as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

Particulars	Current Financial Year ended on 31.03.2017	Previous Financial Year ended on 31.03.2016
Gross Sales/ Income from Operations	70408.67	59425.15
Earnings before Finance Cost, Tax, Depreciation and Amortization	7091.79	3951.71
Less: (i) Finance Cost	979.56	1107.63
(ii) Depreciation and amortization	542.21	555.30
Profit Before Tax (PBT)	5570.02	2288.78
Provision for tax including Deferred Tax	2110.53	669.84
Net Profit After Tax (PAT)	3459.49	1618.94

APPROPRIATION

(Rs.in Lakhs)

Final Dividend	331.81	165.91
Corporate Dividend Tax	67.55	33.17
Transfer to Reserve(s)	NIL	NIL

C. OPERATIONS AND FUTURE PLAN:

(I) OPERATIONS

A quick glance at the operational results highlighted hereinabove, when compared with the previous year, will convince the stakeholders that F.Y. 2016-17 reflects a magnificent performance and depicts manifestation of the true potential of your esteemed company. Thanks to the strategic approach adopted by your company to re-orient its marketing strategy by re-positioning its products in highly profitable consuming segments. It is noteworthy that despite stiff competition from imports with relatively weak custom tariff protection, the company could increase its gross margin by 27.80% and the turnover by 18.48%. The increase in sales quantity has also been impressive, showing growth of 15.24% and correspondingly the production by 16.10%.

It may further be appreciated that upon completion of the expansion cum revamping project in the year 2015-16, the total ABS capacity stands at 80 KTPA whereas the exploitation thereof in the year 2016-17 has been to the extent of 64.31% only. Ipso facto, improving upon the results achieved in 2016-17, is likely to be far more impressive in the F.Y. 2017-18 and definitely thereafter in the subsequent years owing to the following facts:

1. Buoyancy of growth in GDP in the Indian economy especially post implementation of the GST will push the consumption of lifestyle goods especially in the two wheeler automotive segment, domestic appliances segment and other consumer durables. These first two market segments are the major consumption area of your companyâs products.

2. The overall demand of ABS has substantially outstripped the present supply from the domestic manufacturers which are only two, your company and an MNC competitor whose respective capacity are identical and aggregates to around 160 KTPA against the current consumption level hovering around 275 KTPA in F.Y. 2016-17, this is likely to continue to grow at the rate of 15% CAGR for at least a decade ahead.

3. It is internationally estimated that overall ABS Global capacity utilization is around 70% and which makes the big capacity players to supply in the deficit zone mainly India and China.

4. Despite availability of market in India, the global players find it difficult to meet demand of the Indian market as quantity wise it is not attractive to cater to each market segment on account of variety of colours and performance specification. Manufacturing of the variety and the colours largely depend on the compounding extrusion process where it is difficult to strike a balance between the investment and the sectional capacity utilization. Consequent whereupon, there is a huge import of general purpose ABS natural. This is the reason, which attracts several giant global manufacturers of ABS to sell their products in India to improve their respective capacity utilization. In view of the fact that China globally exports the products manufactured out of ABS resins, hence their consuming segments are big enough for any global player to establish and expand their capacity in China itself, however China also imports huge quantity of general purpose ABS from Taiwan. The story of India is somewhat different as we are a domestic market demand driven economy whereas Chinaâs economy is driven by exports. This is principally the reason that has not attracted any third player in the Indian ABS market so far.

In the light of the above there is not only the need for existing two ABS manufacturers to improve upon their respective capacity utilization but need to expand their individual production capacity as quickly as possible to reduce import dependence.

5. It may be appreciated from the foregoing that your companyâs endeavor to attain optimum capacity utilization of 80 KTPA is deemed most expedient and the company is confident that by end of the current fiscal 2018, it will produce and sell 72 KTPA-optimal capacity utilization. Thereafter, in subsequent years, it will ramp up its production and sales by exploiting the additional capacity being created at Abu Road for compounding to achieve an aggregate ABS manufacturing capacity of 137 KTPA by 31^st December, 2018. In this connection, all requisites steps have been initiated. The entire expansion programme will be financed through internal accruals.

The consistent pattern of growth in ABS domestic demand year on year basis unfolds an exciting opportunity to set up a global size port based ABS manufacturing unit for your company. Presently due to unique market situation company is able to not only sustain but earn handsome profit despite split location of manufacturing facilities as you are well aware of the fact that HRG is being manufactured in Satnoor, MP whereas bulk SAN and compounding production units are located at ABU Road, Rajasthan.

(II) Future Expansion:

Considering the scope and limitation, opportunity and threat and also after in-depth evaluation, your company has decided to set up a port based green-field plant with a minimum capacity of 200 KTPA in the state of Gujarat. The new plant will be based on state of the art technology from Japan and in this connection, the substantive initial steps have already been taken involving several round of meetings with the Japanese company followed by visit of their experts. This Japanese company is none-else than Nippon A&L, Japan with whom the company has a long standing relationship and also established marketing Joint Venture in the year 2013 who are providing sales support as well as technical support with respect to the existing operations of JV products.

Furthermore, infrastructure development work is progressing rapidly in terms of steps being taken by your company for acquisition of land and planning of captive power plant as an integral part of the expansion programme. Based on the encouragement being received from the concerned authorities of the State government and companyâs technology partner, the implementation programme has been firmed up to commence manufacturing of ABS from the proposed port based green-field plant by 31^st March, 2022.

Perception backed up by conviction of the company is that by the time, the new 200 KTPA port based plant is established; the company will be able to exploit its capacity of the plant optimally. This is because your company is likely to have captured the largest market share of ABS in India. Moreover, based on the competitive cost structure and quality wise at par with the best in the world, if required, your company will be in a position to export specialty grades of the ABS, ASA and AES resins as well.

The aforesaid strategy will ensure birth of a healthy baby, thwarting all threats and limitations which is often faced by any green-field project since it is otherwise difficult to maintain the economic viability in the initial years of production due to relatively lower capacity utilization resulting in not being able to achieve breakeven level of the output which certainly will not be the situation to be faced by your company.

In this context, energy conservation and minimizing environmental affects are given due impetus. Furthermore automation and safety measures are no less area of attention for implementing the project based on ultra modern process technology. Due care is being taken to ensure that the material handling system is carried out with least human involvement to improve upon the safety and avoid human errors. The project planning is on the firm footing and it is reiterated that by 31^st March 2022, the new port based plant is likely to become fully operational.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Section 129(3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, your Company did not have any subsidiary Company during F.Y. 2016-17; however it has one Joint Venture/ Associate Company viz. Bhansali Nippon A&L Private Limited having its Registered Office at Unit No. 302, 3^rd Floor, Palm Court Commercial Complex, 20/4, Sukhrali Chowk, Sec-14, Opp., Huda Park, Gurgaon, Haryana - 122 001, wherein the Company holds 50% of the paid up equity share capital.

The Report on the performance and Statement containing salient feature of Financial Statement of aforesaid Joint Venture Company is separately attached with this Annual Report in Form No. AOC-1.

In accordance with Section 136 of Companies Act, 2013 the Financial Statements of the Company including the Consolidated Financial Statements related to its Joint Venture entity are available at Companyâs website (www.bhansaliabs.com).

3. DIVIDEND:

Your Directors, considering the growth in its Profit before Tax (PBT) by 138.91% and Profit after tax (PAT) by 108.33% during the F.Y. 2016-17, have recommended final dividend @ 20% on the nominal value of the total paid-up equity share capital of Company consisting of 16,59,05,640 equity shares with the face value of Re.1/- each (viz. dividend of Twenty paise per equity share) for the financial year ended 31^st March, 2017 which witnesses a giant leap of 100% in the dividend rate(s) declared by the Company so far. The aforesaid dividend, if approved by members in ensuing Annual General Meeting, will be distributed out of the net profits of the Company available for distribution of dividends.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

5. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system, commensurating with the nature of the Companyâs business, size and complexity of its operations, are in place and has been operating satisfactorily and effectively.

During the year, no material weaknesses in the design or operation of Internal Financial Control system were reported.

6. PARTICULARS OF CONTRACT(S)/TRANSACTION(S)/ARRANGEMENT(S) WITH RELATED PARTIES:

All Related Party Contract(s)/Transaction(s)/Arrangement(s) entered by Company during F.Y. 2016- 17 were in its ordinary course of business and on armâs length basis. According to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the Company with the Related Parties which may have a potential conflict with the interest of Company. All related party transaction(s) are first placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval, wherever required.

Since all the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on armâs length basis, Form AOC -2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, have been stated in Note No. 26 to the Standalone Audited Financial Statement of Company forming part of this Annual Report.

The Policy on dealing with Related Party Transactions has been placed on the Companyâs website and can be accessed at www.bhansaliabs.com.

7. PARTICULARS OF LOANS, ADVANCES & GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITIES PROVIDED AS PER SECTION 186 OF COMPANIES ACT, 2013:

Particulars of loans, advances and investments made by Company during the financial year 2016-17 are stated in Note No. 13 and 14 to Standalone Audited Financial Statements of Company as annexed to this Annual Report. Company has neither made any investment nor provided any guarantee or Security during the reporting period.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

There was no change in the composition of the Board of Directors during the reporting period, however, the Board has proposed partial revision/ modification in the existing remuneration of Mr. Jayesh B. Bhansali (DIN: 01062853), Executive Director & CFO of the Company as stated in the AGM notice forming part of this Annual Report, considering his outstanding performance in the last fiscal and the enlarged responsibilities being entrusted upon him by the management from time to time.

Further, Mr. Jayesh B. Bhansali (DIN: 01062853), Executive Director & CFO of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

a. DECLARATION BY INDEPENDENT DIRECTORS:

In accordance with the provisions of section 152 (6) (e) of the Companies Act, 2013 none of the Independent Directors are liable to retire by rotation.

b. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company during last fiscal are available on the website of the Company (www.bhansaliabs.com). However during the year under review, there was no change in the nature of business of the company and its business vertical/ structure/ operational strategy, etc. which would have necessitated a fresh Familiarization Programme for Independent Directors.

9. DISCLOSURES RELATED TO BOARD AND CORPORATE GOVERNANCE REPORT ETC:

a. NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 (Five) times during financial year 2016-17 viz. 28^th May, 2016; 12^th August, 2016; 24^th September, 2016; 10^th November, 2016 and 5^th February, 2017. The detailed information with regard to the composition of Board and its Committee(s) and their respective meetings etc. are stated in the Corporate Governance Report of Company, for sake of brevity, which forms part of this Annual Report.

b. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to its requisites as set out by the respective authorities. The report on Corporate Governance as stipulated under Regulation 34 read with Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed vide Annexure II and forms an integral part of this Annual Report.

The requisite certificate from the Practicing Company Secretary viz., Secretarial Auditor of the Company, M/s Rathi & Associates, confirming compliance with the conditions of Corporate Governance as stipulated in Part E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended herewith vide Annexure II (A) and forms an integral part of this Annual Report.

Certificate issued by the Managing Director and Executive Director & CFO of the Company with regard to certification on Audited Financial Statements of the Company for financial year 2016-17 is also annexed herewith vide Annexure II (B) and forms an integral part of this Annual Report.

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company in accordance with the provisions of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the said Code is also available on the website of the Company (www.bhansaliabs.com). The declaration by CEO i.e. Managing Director of Company related to the compliance of aforesaid Code of Conduct is also attached herewith vide Annexure II (C) and forms an integral part of this Annual Report.

10. COMPANY POLICIES:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the following policies. All the Policies are available on Companyâs website (www.bhansaliabs.com) under the Policies and Procedures sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief description
Whistle Blower or Vigil Mechanism Policy	The Policy is meant for directors, stakeholders and employees etc. of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct and ethics etc.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for preservation of documents	The policy deals with the retention of corporate records of Company.
Policy for determination of materiality of events	This policy applies for determining and disclosures of material events taking place in the Company.
Archival policy	The policy deals with the retention and archival of corporate records of Company for a particular period, as may be applicable.
Code of conduct for Director(s) and Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications/ competencies/ positive attributes and independence for the appointment of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.

Corporate Social Responsibility Policy	The policy outlines the Companyâs strategy to bring about a positive impact on society through its activities/ programmes relating to Health, Happy Childhood, Education, Social welfare activities, Hunger eradication, Environmental Sustainability, Promoting Gender Equality, Upliftment for deserving and underprivileged sections of society, Promotion of sport, Art & Culture etc.
Code of Conduct for Prohibition of Insider Trading	The Policy provides framework for dealing with the securities of Company in mandated manner.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is conscious of its responsibility towards the society as a corporate citizen. During the F.Y. 2016-17, the Company was required to spend a total amount of Rs. 23.23 Lakh towards its CSR activities and the entire sum has been spent within the F.Y. 2016-17 itself towards Educational/ Skill development programmes/ social welfare activities for general public/ creating permanent infrastructure pertinent thereto/ vocational training programmes/ construction of lavatory and promotion of Art and Culture etc. by providing a sum of Rs 20.73 lakh to Bhansali Vidya Mandir Public School (BVMPS), situated at Bhansali Nagar, Satnoor, Madhya Pradesh and the balance amount Rs. 2.5 Lakh was spent towards promotion of Art and Culture activties through Vaish Hostel, Agra, Uttar Pradesh.

BVMPS is affiliated to CBSE Board and enjoys a high reputation with cent percent results in Secondary Board Examination and is known for academic excellence, extra-curricular activities and sports. There are over 985 students enrolled in this Co-Ed school and the students are mostly from the local area. Within the radius of about 5km, there does not exist any CBSE school, which with its spectrum of activities as mentioned above maintains high disciplinary level while focusing on individual talent development of each student. Your Company deems it prudent to support the educational activities through this implementing agency BVMPS and contribute towards developing the overall growth of the area by educating the local inhabitants including the people of deprived sections of society.

The details of CSR expenditure for F.Y. 2016-17 is annexed herewith vide Annexure III and forms an integral part of this Boardâs Report.

12. COMMITTEES OF THE BOARD OF DIRECTORS:

The details with respect to the Committees of Board of Directors of Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Loan and Investment Committee for the sake of brevity, have been stated in the Corporate Governance Report of the Company forming part of this Annual Report.

13. PERFORMANCE EVALUATION OF THE BOARD AND ITâS COMMITTEE(S):

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions thereto; the Board carried out annual evaluation of each of the directors of Company individually (considering the various relevant aspects of the functioning of the Board including their composition and adequacy etc.), Boardâs Committee(s), culture, execution, performance, obligations, governance, contribution and quality of participation in the Board and committee proceedings.

The Performance Evaluation of the Independent Directors was done by the entire Board of Directors. The performance evaluation of the Chairman, Managing Director & Executive Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure IV and are also available at the Registered Office of the Company for inspection during its business hours upto the date of AGM and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

15. AUDITOR AND THEIR REPORT:

The matters related to Auditor and their Reports are as under:

a. STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s B. L. Dasharda & Associates, Chartered Accountants, Mumbai (F. R. No. 112615W), the existing Statutory Auditor of the Company has completed the maximum tenure that he could hold as the Statutory Auditor of the Company, hence Audit Committee has recommended to the Board for the appointment of new Auditor viz. M/s Azad Jain & Co., Chartered Accountants, Mumbai (F. R. No. 006251C), as the Statutory Auditor of Company, in place of M/s B. L. Dasharda & Associates, to hold office for 5 years period viz. from the conclusion of 33^rd AGM of Company upto conclusion of its 38^th AGM; subject to approval/ratification of their appointment by the members in ensuing AGM and subsequent AGMs of the Company, as may be applicable till the expiry of their term. M/s Azad Jain & Co., (FRN- 006251C), have confirmed their eligibility to the effect that if their appointment is made by the members in the ensuing Annual General Meeting, it shall be within the prescribed limits and they have also confirmed that they are not disqualified for such appointment.

Necessary resolution for appointment of the said Auditor is included in the Notice of AGM for seeking approval of members.

b. AUDIT REPORT:

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31^st March, 2017 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

c. SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of Companies Act, 2013, M/s Rathi and Associates, Practicing Company Secretaries, Mumbai have been re-appointed by the Board as Secretarial Auditor of Company for the F.Y. 2017-18.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the financial year 2016-17 is annexed herewith vide Annexure V and forms integral part of this Annual Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) (f)(ii) of the Companies Act, 2013.

e. COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 the Board has approved the reappointment of M/s Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No. 000240) as Cost Auditor of Company for carrying out its cost audit of Company for the F.Y. 2017-18 for an Annual Audit Fee/ Remuneration of Rs.75,000/- (Seventy Five Thousand only ) plus applicable Government Taxes and reimbursement of travelling and actual out of pocket expenses incurred in relation to performance of their duties.

Necessary resolution for ratification of remuneration payble to the Cost Auditor is included in the Notice of ensuing AGM for seeking approval of members.

16. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and 92(3) of the Companies Act, 2013 (read with Rule 12 of the Companies [Management and Administration] Rules, 2014), the extract of Annual Return is annexed herewith vide Annexure VI in Form No. MGT-9 and forms an integral part of this Boardâs Report.

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

c. RECLASSIFICATION OF CERTAIN PROMOTER AND PROMOTER GROUP SHAREHOLDERS OF COMPANY TO PUBLIC CATEGORY SHAREHOLDERS:

Certain Promoter and Promoter Group persons of the Company, have requested to allow them to exit from the Promoter and Promoter Group Category; causing to re-classify their membership to Public Category Shareholders; as they are neither involved in the decision process of Company nor having any direct or indirect control on its affairs.

Considering the same, the Board recommends to the Shareholders for reclassifying the following persons from Promoter and Promoter Group Shareholder Category to Public Category Shareholder of Company:

a) Ms. Bhavna B. Bhansali

b) Ms. Neetu B. Bhansali

c) Mr. Lalitkumar M. Bhansali

d) Lalitkumar M. Bhansali (HUF)

e) Ms. Pankhidevi L. Bhansali

f) Late Mr. Sawatmal Mishrimal Bhansali (through his legal heir)

g) Ms. Bhamridevi Babulal Sanghvi

Necessary resolution for the aforesaid reclassification is included in the Notice of AGM for approval of members.

d. ISO 9001:2015 CERTIFICATE :

Company has been accredited with ISO 9001:2015 (Quality Management System) vide Certificate no.

DI-1 7030803 dated 08-03-201 7.

17. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2016-17:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOP) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by the employees of Company.

Your Directors further state that:

e. Neither the Managing Director nor the Executive Director & CFO of the Company receive any remuneration or commission from any other Company.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which can impact the going concern status and Companyâs operations in future.

g. There has been no change in the nature of business of Company during F.Y. 2016-17.

h. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to Company during F.Y. 2016-17.

i. There was no revision of the financial statements of the Company during Financial Year 2016-17.

j. No fraud has been reported by the Auditor in their Audit Report for F.Y. 2016-17, hence the disclosure u/s 134(3) (ca) is not applicable.

18. DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 (âthe Actâ), and in relation to the Audited Annual Financial Statements of Company for the year ended 31^st March, 2017 the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and the Directors have 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, 2017 and of the profit of Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of Company have been prepared on a going concern basis;

e. Internal Financial Controls have been laid down to be followed by Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. Proper systems have been devised to ensure compliance with the provisions of laws applicable to the Company and that such systems were adequate and operating effectively.

19. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place on record their appreciation for the assistance, coordination and cooperation received from the Banks, Government, Statutory Authorities, Customers, Vendors and all Stakeholders of the Company who extended their constant patronage and support to the Company in its endeavour of consistent growth.

Your Directors would like to express their appreciation to the employees for their continuous hard work, dedication, sincerity and stupendous efforts etc. which contributed to the growth and impressive performance of the Company.

For and on Behalf of the Board

M. C. Gupta

Place: Mumbai Chairman

Date : 26^th April, 2017 (DIN: 01362556)

Registered Office Address:

401, 4^th Floor,Peninsula Heights,

C D Barfiwala Road,

Andheri (West), Mumbai- 400 058

CIN : L27100MH1984PLC032637

Tel No. : 022 - 2621 6060

Fax No. : 022 - 2621 6077

E-Mail : [email protected]

website : www.bhansaliabs.com

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty First Annual Report of the Company together with its Audited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL AND OPERATIONAL RESULTS:

a. Financial Results

Financial and Operational Results of the Company for the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

(Rs. in Lacs)

Particular Current Previous financial financial year ended on year ended on 31.03.2015 31.03.2014

Gross Sales/ Income 67147.74 56883.83

Earnings before Finance Cost, 2265.91 1699.36 Tax and Depreciation

Less: (i) Finance Cost 896.47 981.75

(ii) Depreciation (Net) 501.32 438.93

Profit before tax (PBT) 868.12 278.68

Provision for tax including Deferred 328.20 130.60 Tax

Net Profit after Tax (PAT) 539.921 148.08

b. APPROPRIATION (Rs. in Lacs)

Final Dividend 165.91 165.91

Dividend Tax 33.17 28.20

Transfer to General Reserve NIL NIL

c. OPERATIONS AND FUTURE PLAN:

As was brought out in the text of Board Report for the fiscal 2013-14, the momentum of growth continued with accelerated pace. This is well reflected from the growth of sales revenue which jumped to Rs. 671.48 Crores from previous Rs. 568.84 Crores witnessing a growth of 18.04%. Notwithstanding the ABS market buoyancy and better per KG contribution (sales-cost of input materials) company's focus on cost reduction with respect to energy consumption, manpower productivity and finance cost control remained undiluted. This is well evinced in the quantum jump of 264.61 % in profit after tax achieved by the company in current fiscal when compared with the previous fiscal i.e. Rs. 5.40 Crores in F.Y. 2014-15 as against Rs. 1.48 Crores in F.Y. 2013-14. Company's ongoing efforts to deeply penetrate into automotive ABS market segment and capture fair share of this highest growing segment has started paying dividend. This is well crystallized in terms of acceptance of company's products by MNC automotive companies who have started changing their procurement programme from overseas market to outsourcing from India. This is noteworthy that company's endeavor is contributing towards import substitution programme and also strengthening "Make in India"- an initiative launched by our Hon'ble Prime Minister. ABS consumption is well pronounced in two wheelers automotive industry which is in high growth trajectory as like domestic entrepreneurs, MNCs are also setting up shops to make India as their Global Hub for two wheeler manufacturing. This is creating a spurt in ABS market in India and the demand has outgrown the indigenous supply. Therefore it is deemed most expedient for your company to expand its capacity as quickly as feasible. Expansion of capacity without revamping technology is not prudent and therefore the ongoing capacity expansion programme to 67 KTPA from the existing 51 KTPA is being implemented by modernizing the manufacturing facility. In this context bold decisions were taken to replace old compounding equipments by ultra modern High-Tech equipments. Moreover the degree of automation which was confined to basic polymer manufacturing i.e. HRG and SAN has now been extended to compounding section as well which will have the benefit of fully automated pneumatic conveying system, ultra modern extruders and PLC operated high speed mixers. In this connection, globally lead equipment manufacturers viz. Coperion-Germany and JSW-Japan are involved. Furthermore the company is establishing state of the art research and development center at its Abu Road Plant situated at Plot No. SP-138-143, Ambaji Industrial Area, Abu Road, Dist. Sirohi (Rajasthan) - 307 026 replicating the R&D Center of Nippon A&L, INC, Japan with whom the company has established its Joint Venture- a separate entity under the name and style of 'Bhansali Nippon A&L Private Limited'. In the ambit of the expansion programme, the warehousing facility for the finished goods is being not only expanded but also getting modernized by deploying select pellet tracking system and appropriate material handling equipments being procured from Godrej and Boyce. This will contribute towards improving inventory management and control system and equip the company to serve its customers in a more efficient way.

While by December 2015, the aforesaid expansion programme will be completed, concurrently company will commence activities pertaining to next two level of expansions viz. second phase of expansion from 67 KTPA to 85 KTPA and third phase of expansion from 85 KTPA to 150 KTPA, which is likely to be completed by 2017 and 2019 respectively.

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Section 129(3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, your Company does not have any subsidiary Company during F.Y. 2014-15; however it has one Joint Venture/ Associate Company viz. Bhansali Nippon A&L Private Limited having its Registered Office at Unit No. 302, 3rd Floor, Palm Court Commercial Complex, 20/4, Sukhrali Chowk, Sec-14, Opp. Huda Park, Gurgaon, Haryana - 122 001.

The Report on the performance of aforesaid Joint Venture Company is separately attached with this Annual Report in Form No. AOC-1 at its Page No 78 forming part of the Audited Financial Statement of Company for 2014-15.

e. DIVIDEND:

Your Directors are pleased to recommend final dividend @ 10% on the nominal value of the total paid-up equity share capital of Company consisting of 16,59,05,640 Equity Shares of Rs. 1/- each for the financial year ended 31st March, 2015 (viz. dividend of ten paise per equity share). Your Company earned Profit After Tax of Rs. 5.40 Crores during the Financial Year 2014-15 as against Rs. 1.48 Crores during last Financial Year 2013-14. However since the Company has undertaken first phase of expansion programme to enhance its production capacity from existing 51 KTPA to 67 KTPA and requires to make substantial capital expenditures for same, the Company is constrained to conserve its resources to carry ahead the said expansion programme smoothly, hence only 10% dividend has been recommended by the Board. The aforesaid dividend, if approved by members, will be distributed out of the Net Profit of Company.

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required pursuant to the provisions of Clause 49 of the Listing Agreement, is annexed herewith vide Annexure I and forms an integral part of this Board Report.

3. INTERNAL FINANCIAL CONTROL SYSTEM OF COMPANY:

Adequate Internal Financial Control system commensurating with the nature of the Company's business, size and complexity of its operations are in place and has been operating satisfactorily and effectively.

During the year, no material weaknesses in the design or operation of Internal Financial Control system were reported.

4. PARTICULARS OF CONTRACT(S)/ARRANGEMENT(S) WITH RELATED PARTIES:

All Related Party Contract(s)/Transaction(s) entered by Company during fiscal 2014-15 were in its ordinary course of business and on arm's length basis. There were no materially significant related party contract(s)/ transaction(s)/arrangements entered by the company with the Related Parties which may have a potential conflict with the interest of company. All related party transaction(s) are placed before Audit Committee for approval and thereafter such transactions are also placed before the Board for seeking their approval, whenever required.

Since all the Related Party Transactions (RPTs) entered into by the Company were in ordinary course of business and were on arm's length basis, so Form AOC -2 is not applicable. However the details of RPTs, as required pursuant to respective Accounting Standards, are stated at Note no. 26 of the audited Financial Statements of Company forming part of this Annual Report.

5. PARTICULARS OF LOANS, ADVANCES & GUARANTEES GIVEN, INVESTMENTS MADE OR SECURITIES PROVIDED:

Particulars of loans & advances and investments made by company during the F.Y. 2014-15 are stated in the Notes to Audited Financial Statement of Company as annexed to this Annual Report (Please refer to Note No. 12 and 14 thereof). Company has neither given any guarantee nor provided any Security during the said fiscal.

6. MATTERS RELATED TO CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND DECLARATION BY INDEPENDENT DIRECTORS:

a. DIRECTORS (INCLUDING WOMAN DIRECTOR) AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2014-15, Mr. P R. Bhansali (DIN: 01391893) resigned from the Company's Board and its Committees w.e.f. 29th May, 2014 due to his other pre-occupations. Further, during the year, the members of the Company in their AGM held on 27th September, 2014, approved the appointment of Mr. M. C. Gupta (DIN: 01362556), Dr. B. S. Bhesania (DIN: 00026222) and Mr. Dilip Kumar (DIN: 06882358) as Independent Directors of Company for a period upto 31st March, 2019.

In terms of provisions of Section 149 of the Companies Act, 2013, Ms. Jasmine F. Batliwalla (DIN: 00340273) was inducted by the Board as a woman Director of company viz. as an Additional Director (Non Executive-Independent Category) w.e.f. 30th March, 2015. She will hold office upto the date of ensuing Annual General Meeting of Company subject to her proposed appointment as an Independent Director in ensuing Annual General Meeting.

Mr. Jayesh B. Bhansali (DIN: 01062853), Director of Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. Jayesh B. Bhansali was also appointed as the Chief Financial Officer (CFO) of the Company w.e.f. 29th May, 2014 by the Board in accordance with the provisions of Section 203 of the Companies Act, 2013.

Also, the term of appointment of Mr. Jayesh B. Bhansali as a Whole-time Director of the Company is due to expire on 22nd June, 2015. The Nomination and Remuneration Committee at its meeting convened on 30th May, 2015 recommended for his re-appointment and subsequently the Board at its meeting convened on 30th May, 2015 also approved the re-appointment of Mr. Jayesh B. Bhansali as a Whole-time Director designated as Executive Director & Chief Financial Officer (CFO) of Company for a further period of 3 years commencing from 1st April, 2015 i.e. upto 31st March, 2018 subject to approval of members in ensuing AGM.

b. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of Company confirming that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered into with the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited (NSE).

7. DISCLOSURES RELATED TO BOARD AND CORPORATE GOVERNANCE REPORT ETC:

a. DISCLOSURES:

The Board met five times during F.Y. 2014-15 viz. 29th May, 2014, 8th August, 2014, 27th September, 2014, 13th November, 2014 and 7th February, 2015. The detailed information with regard to the composition of Board and its Committee(s) and their meetings etc. are stated in the Corporate Governance Report of company, for sake of brevity, which forms part of this Annual Report.

b. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to its requisites set out by the respective authorities. The report on Corporate Governance as stipulated under the Listing Agreement is annexed herewith vide Annexure II and forms an integral part of this Board Report.

Requisite certificate from the Auditors of the Company, M/s B.L. Dasharda & Associates, Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement is appended herewith vide Annexure II (A) and forms an integral part of this Board Report.

Certificate issued by Managing Director and Executive Director & CFO of Company with regard to certification on Audited Financial Statement of the Company for F.Y. 2014-15 is also annexed herewith vide Annexure II (B) and forms an integral part of this Board Report.

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of company related to the compliance of aforesaid Code of Conduct is also annexed herewith vide Annexure II (C) and forms an integral part of this Board Report.

8. COMPANY POLICIES:

a. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS POLICY:

The Corporate Social Responsibility (CSR) regulations were not applicable to company as it did not qualify the criteria/threshold limit(s) as prescribed pursuant to Section 135 of the Companies Act, 2013. However CSR regulations have become applicable to the company from the current fiscal for which the company is vigilant. The CSR Policy of company has been approved by the Board and hosted on the website of company viz. www.bhansaliabs.com in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. The company has also constituted a CSR Committee.

b. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors approved the Policy on Vigil Mechanism/Whistle Blower on 27th September, 2014, pursuant to which Whistle Blower(s) can raise their concern(s) in relation to reportable matter(s) (as defined in said Policy) and the same is also hosted on the website of the Company viz. www.bhansaliabs.com. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee, whenever exceptionally required and no Director(s)/ employee(s) has been denied access to the Chairman of the Audit Committee during the last fiscal. However, the company did not receive any complaint under its Vigil Mechanism/ Whistle Blower Policy during Financial Year 2014-15.

Brief details about the policy are provided in the Corporate Governance Report forming pat of this Annual Report.

c. RISK MANAGEMENT POLICY:

The Board has approved a Risk Management Policy consisting of some risk elements identified with respect to the operations/activities of company; however the Board has not observed any eminent risk on company which can threaten its existence.

9. COMMITTEES OF THE BOARD OF DIRECTORS:

The details with respect to the Committees of Board of Directors viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Corporate Social Responsibility Committee of Company have been stated in the Corporate Governance Report of the Company forming part of this Annual Report.

10. PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTOR(S), COMMITTEE(S) AND FAMILIARIZATION PROGRAMME ETC:

A statement indicating the manner in which the formal annual evaluation of performance of the Board as a whole, its Chairman, Committee(s) and Directors was carried out as well as the familiarization programme as conducted are annexed herewith vide Annexure III.

11. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the Provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite details are annexed herewith vide Annexure IV and are also available at the Registered Office of Company for inspection during its working hours and any member interested in obtaining such information may directly write to the Company Secretary of Company and the same shall be provided on such request.

In addition to above, other requirements read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also annexed herewith vide Annexure V.

12. AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s B. L. Dasharda & Associates, Chartered Accountants, Mumbai (Firm Registration No. 112615W), the Statutory Auditors of Company, will hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as they have confirmed their eligibility to the effect that if their re-appointment is made by members in the ensuing Annual General Meeting, it shall be within the prescribed limits and they are not disqualified for such re-appointment.

Necessary resolution for re-appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

b. AUDITORS' REPORT:

The observations made by the Statutory Auditors in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statement of Company for the Financial Year ended 31st March, 2015 are self explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) does not call for any further information/ explanation(s) or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDITORS:

In terms of the provisions of Section 204, M/s Rathi and Associates, Practicing Company Secretaries, Mumbai have been re-appointed by the Board as Secretarial Auditors of Company for the financial year 2015-16.

d. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report issued by M/s Rathi & Associates, Secretarial Auditors, in Form No. MR-3 for the financial year 2014-15 is annexed herewith vide Annexure VI and forms part of this Board Report. The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. does not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3) of the Companies Act, 2013.

e. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board has approved the reappointment of M/s Joshi Apte & Associates, Cost Accountants, Pune, (Firm Registration No. 000240) as Cost Auditors of Company for Financial Year 2015-16 for carrying out the audit of Cost Records of the Company.

Necessary resolution for ratification of remuneration of Cost Auditors is included in the Notice of AGM for seeking approval of members.

13. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and 92 (3) of the Companies Act, 2013 (read with Rule 12 of the Companies [Management and Administration] Rules, 2014), the extracts of Annual Return is annexed herewith vide Annexure VII in Form No. MGT-9 and forms an integral part of this Board Report.

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

The particulars as required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are annexed herewith vide Annexure VIII and forms part of this Board Report.

14. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during F.Y. 2014-15:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

d. Instances with respect to voting rights not exercised directly by employees of the Company.

Your Directors further state that:

e. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any other Company.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

g. Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this Annual Report.

h. There has been no change in the nature of business of company during F.Y. 2014-15.

i. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to company during F.Y. 2014-15.

j. There was no revision of the financial statements of company related to Financial Year 2014-15.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 ("the Act"), and in relation to the audited Annual Financial Statement of Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at 31st March, 2015 and of the profit of Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of laws applicable to the company and that such systems were adequate and operating effectively

16. ACKNOWLEDGEMENT AND APPRECIATION:

Your Directors would like to place their heartfelt thanks and sincere appreciation for the assistance, coordination and co-operation received from the Banks, Government, Statutory Authorities, Customers, Vendors and all Stakeholders who extended their constant patronage and support to Company in its growth as ever. Your Directors would like to express their sincere appreciation to Company's employees for their hard work, dedication, allegiance, commitment, sincerity and valuable improvements etc. made in the growth and performance of Company which contributed about 265% growth in the Profit after Tax (PAT) of Company during financial year 2014-15.

Your Directors further place on record their deep appreciation for the able stewardship of MD of Company, Mr. B. M. Bhansali, in all sphere of activities of Company including ongoing expansion programmes etc. Your Directors place on record their deep appreciation for Mr. Jayesh B. Bhansali, Executive Director & CFO of Company also for his excellent efforts and contribution in the overall operational/ performance growth of Company and steering ahead towards its outstanding success.

For and on Behalf of the Board

M. C. Gupta Chairman (DIN:01362556)

Place : Mumbai Date : 30th May, 2015

Registered Office Address:

Bhansali House, A-5, Off Veera Desai Road, Andheri (West), Mumbai - 400 053 CIN : L27100MH1984PLC032637 Tel No: 022 - 2673 1779 - 85 Fax No : 022 - 2673 1796 Mail : [email protected] website : www.bhansaliabs.com

Mar 31, 2014

Dear Member(s),

The Directors have pleasure in presenting the Thirtieth Annual Report on the business and operations of Company together with the Audited Statement of Accounts for the year ended on 31st March 2014.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended on 31st March 2014 are as mentioned hereunder:

(Rs. in Lakh)

Current Financial Previous Financial Year ended on Year ended on 31.03.2014 31.03.2013

Gross Sales 56883.83 46777.05

Profit before Finance Cost and Depreciation 1699.36 1583.82

Less:

(i) Finance Cost 981.75 1125.72

(ii> Depreciation (Net> 438.93 436.42

Profit before Tax 278.68 21.67

Provision for Taxation including Deferred Tax 130.60 (96.87)

Profit after Tax 148.08 118.54

Amount proposed to be utilized out of Accumulated Reserves of company for distribution of Dividend 46.03 74.28

APPROPRIATIONS: (Rs. in Lakh)

Dividend 165.91 165.91

Dividend Tax 28.20 26.91

Transfer to General Reserve 0.00 0.00

OPERATIONS AND FUTURE PLAN:

During the fiscal 2013-14, the overall performance of the company depicted considerable improvement in terms of growth in sales revenue which was all time high at Rs 568.84 Crores-an increase by 21% over the sales revenue of previous fiscal. Notwithstanding the gain in revenue, its getting translated into surplus got adversely affected due to spurt in international price of monomers. However, what was within the realm of management control, every factor thereof showed impressive improvement. This is evident from the fact that the key cost elements viz. energy, manpower and finance could be reduced in terms of percentage of sales turnover, to 0.35%, 0.42% and 0.74% respectively. This definitely is commendable due to high degree of inflation prevailing in the Indian economy. Had the company resorted to frequent price increase of its products, the strategy to penetrate deeper into the price sensitive automotive market segment would have been defeated. The Company is building strong base in this high growth oriented automotive ABS market segment which accounts for highest consumption when compared to other ABS market segments. Moreover, in consumer durable ABS market segment the Company is also getting empanelled as OEM supplier like in automotive sector. Esteemed customers in both these segments have carried out due diligence audit towards their respective TQM programme. Your company has also been directing concerted efforts to implement TPM/TQM Programme at all levels of management and employees through structured programme under advisory/ consultancy wing of Confederation of Indian Industries (CII). The transformational effects of these programmes are distinctly visible.

It is fairly indicative that the weakening of rupee which occurred in the course of last two years is no longer a threat. On the contrary, rupee has started gaining strength and may recoup to mid 50 level, which may further improve the profitability of Company in the current financial year.

The future plan of the company which was highlighted in the Annual Report of the last fiscal is very much on track. Its first phase of establishing 67 KTPA of ABS and SAN will be a reality in the current financial year.

DIVIDEND:

Your Directors have recommended a dividend of 10% on the nominal value of the paid-up equity share capital of Company consisting of 16,59,05,640 equity shares of Rs. 1/- each for the year ended 31st March 2014 (viz dividend of ten paise per equity share). The aforesaid dividend, if approved by members, will be distributed out of the Net Profit and accumulated reserves of Company to the extent required.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has always accorded high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness of latest technology/ development taking place with regards to safety norms. Various safety measures have been put in place to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Public Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

STATUTORY AUDITORS:

M/s. B. L. Dasharda & Associates, Chartered Accountants (F.R. No. 112615W), the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

As per the provisions of Section 139 of the Companies Act, 2013, Auditors are allowed to be appointed for maximum two term of five years each and the transitional period for compliance of the said provisions is given for three years. Hence, it is proposed to recommend the appointment of Statutory Auditors for the financial year 2014-15, since they have already served the Company as Statutory Auditors for more than ten years period, they are still eligible for three more financial years for the same position.

Your Directors recommend for appointment of M/s. B. L. Dasharda & Associates, Chartered Accountants, as Statutory Auditors of Company for F.Y. 2014-15 subject to approval of members as set out in accompanying notice of the ensuing Annual General Meeting.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to the Financial Statement for the year ended 31st March, 2014 are self explanatory and being devoid of any reservation, qualification or adverse remarks, does not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

COST AUDITORS:

The Board has re-appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune as Cost Auditors of the company for conducting its cost audit for F.Y. 2014-2015. Your Directors recommeded for appointment of M/s. Joshi Apte and Associates, Cost Accountants, as Cost Auditors of Company for the financial year 2014-15 for annual Audit fee of Rs. 75,000/- plus applicable Government Taxes, Travelling and out of pocket expenses at actual and the same is placed for seeking approval of members at the ensuing Annual General Meeting.

SECRETARIAL AUDITORS:

M/s. Rathi & Associates, Practicing Company Secretaries, have been appointed as Secretarial Auditor of company for F.Y. 2014-15, who will conduct secretarial audit on quarterly basis to ensure that requisite compliances have been done by the company.

DIRECTORS:

Mr. B.M. Bhansali, Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company, being eligible has offered himself for re-appointment.

Mr. Dilip Kumar, Chief Commissioner of Income Tax (Retd.), has joined the company as an Additional Director (Independent Category) w.e.f 29th May, 2014. He shall continue to occupy office upto the date of ensuing Annual

General Meeting. The Company has received a notice under section 160 of the Companies Act, 2013 by a member of Company proposing his candidature as an Independent Director for a period upto 31st March, 2019.

Dr. B.S. Bhesania and Mr. M.C. Gupta, the existing Independent Directors of Company are also required to be re-appointed considering the provisions of Section 149, 150 and 152 of Companies Act, 2013 and being eligible, their re-appointment as Independent Director(s) of Company are also proposed in the ensuing Annual General Meeting of Company. The Company has received a notice under section 160 of the Companies Act, 2013 by a member of Company proposing their candidature as Independent Director(s) for a period upto 31st March, 2019.

A brief profile of Mr. B. M. Bhansali, Mr. M.C. Gupta, Dr. B.S. Bhesania and Mr. Dilip Kumar, pursuant to the requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s), is mentioned in the notice of ensuing Annual General Meeting of company and forms part of this Annual Report.

Mr. P.R. Bhansali, Director of the Company has resigned from the Company''s Board w.e.f 29th May, 2014.

Mr. Jayesh B. Bhansali, Executive Director, has been also appointed as Chief Financial Officer of the Company w.e.f 1st June, 2014.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc, to the email IDs of the shareholders. We have accordingly arranged to send the soft copies of these documents to the email IDs of those shareholders who have provided the same. In case any of the shareholder(s) would like to receive physical copies of Annual Report, the same shall be forwarded to member(s) on their written request to the company at its Registered Office.

The Company''s policy to protect environment lays great emphasis on implementation of strict pollution control measures and maintenance of green belts and puts great thrust upon afforestation to the extent possible to mitigate pollution at its best. The maximum use of electronic media is constantly encouraged among the staff across the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

l in the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been found;

l the accounting policies of company as selected have been applied 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, 2014 and of the profit of the Company for that year;

l proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

l the annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

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

The relevant data as regards the conservation of energy, technology absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A (comprised of Form A & Form B) and forms an integral part of this Annual report.

CORPORATE GOVERNANCE:

A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and forms an integral part of this Annual Report.

Certificate issued by M/s. B. L. Dasharda & Associates, Statutory Auditors of the Company, certifying the company''s compliance with the requirements of Corporate Governance in terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure Â C and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of Company with regard to certification on Financial Statements of the Company is also annexed vide Annexure - D and forms integral part of this Annual Report.

CODE OF CONDUCT:

The Company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the Company. The declaration by CEO i.e. Managing Director of Company related to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure Â E and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The disclosure of particulars of employees of Company related to F.Y. 2013-14 as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto vide Annexures-F and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of Company is annexed hereto vide Annexure ÂG and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks, Statutory Authorities, Government, Customers, Vendors, and all Stakeholders who through their constant support, effort and patronage have enabled the Company to improve its performance and function smoothly and grow in such competitive business environment. Your Directors express their deep appreciation to the Company''s employees at all levels for their hard work, dedication, commitment, outstanding efforts and valuable contributions made in all spheres of the operations of Company.

Your Directors further wish to place their deep appreciation for the consistent and able endeavour of Mr. B.M. Bhansali, Managing Director, in accelarating the pace of growth of Company and improving its overall performance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

M. C. GUPTA

(CHAIRMAN)

PLACE: MUMBAI (DIN - 01362556)

DATED: 29th May, 2014

Registered Offce Address:

Bhansali House, A-5, Off Veera Desai Road,

Andheri (West), Mumbai-400053.

Mar 31, 2013

Dear Members''

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31st March 2013.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended on 31st March 2013 are as mentioned hereunder:

(Rs.in Lacs) Current Financial Previous Financial Year 31.03.2013 Year 31.03.2012

Gross Sales 46777.05 45650.79

Profit before Interest and Depreciation 1583.82 2093.10

Less: (i) Finance Cost 1125.73 1342.80

(ii) Depreciation (Net) 436.42 570.29

Profit before Tax 21.67 180.01

Provision for Taxation including Deferred Tax 96.87 (71.18)

Profit after Tax 118.54 108.83

Amount proposed to be utilized out of Accumulated Reserves of 74.28 83.99 company for distribution of Dividend

APPROPRIATIONS:

Dividend 165.91 165.91

Dividend Tax 26.91 26.91

Transfer to General Reserve 0.00 0.00

OPERATIONS AND FUTURE PLAN:

OPERATIONS:

During the year under review'' the performance of your company was severely affected by two major factors viz. High Input Cost of Raw Material and upsurge in the Dollar exchange rates against rupee. Moreover Styrene Monomer which is a major raw material continues to be imported as there is no indigenous manufacturer so far. Price of Styrene monomer wildly fluctuated in the year under review. Despite prudent procurement policy pursued by the management'' the cost could not be controlled nor the sales price increase could fully absorb the same. Foreign Exchange loss during the year under review was lower at Rs. 12.52 Crore against Rs. 13.06 Crore in the previous year. This was despite the fact that foreign exchange out-flow per unit volume increased by around 14% but due to relatively lower volume of import'' loss could be pegged at the aforesaid level.

In the wake of such formidable challenge'' due to pragmatic business policy'' it was possible to arrest the substantial erosion of contribution which declined marginally by Rs. 1.06 per Kg.

Furthermore'' due to prudent financial planning and stringent cost control measures adopted by your company'' decrease in overall financial cost by around 16.00 % when compared to previous year'' was possible.

FUTURE PLAN:

Although your company had already formulated three years back the expansion plan for augmenting its production capacity from existing 51 KTPA to 125KTPA'' this could not be implemented due to uncertain business environment. To survive in competition against the competitor'' a MNC Company'' engaged in domestic market'' for manufacturing and marketing of ABS with large resource base and enjoying high brand equity for their products''is no less an achievement for your company. Last two years financial results vindicate this phenomenal'' hence earnings in the Financial Years 2011-2012 and 2012-2013 was relatively lower in comparison to F.Y. 2010-2011. Your company is relentlessly endeavoring to formulate appropriate business strategy to combat this adverse situation. Hopefully'' it will succeed in finding appropriate solution in the F.Y. 2013-2014 so as to embark upon the capacity expansion plan and optimize earning level.

DIVIDEND:

Your Directors have recommended a dividend of 10% on the nominal value of the paid-up share capital of Company consisting of 16''59''05''640 equity shares of Rs. 1/- each for the year ended 31st March 2013 (viz dividend of ten paise per equity share). The aforesaid dividend'' if approved by members'' will be distributed out of the Net Profit and accumulated reserves of company to the extent required.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has always accorded high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness about the compliance with safety norms'' its benefits and various safety measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Deposit'' within the meaning of Section 58A of the Companies Act'' 1956 read with the Companies (Acceptance of Deposit) Rules'' 1975 from the public during the year under review.

STATUTORY AUDITORS:

M/s. B. L. Dasharda & Associates'' Chartered Accountants (F.R.No. 112615W)'' the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office'' if re-appointed.

Your Directors recommend to appoint M/s. B. L. Dasharda & Associates'' Chartered Accountants'' as Statutory Auditors of company for the current year as set out in accompanying notice of the Annual General Meeting.

AUDITORSÂ REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to the Financial Statement for the year ended 31st March'' 2013 are self explanatory and being devoid of any reservation'' qualification or adverse remarks'' does not call for any further information/explanation under Section 217(3) of the Companies Act'' 1956.

COST AUDITORS:

The Board has re-appointed M/s. Joshi Apte & Associates'' ICWA'' Pune as Cost Auditors of the company for conducting its cost audit for F.Y. 2013-2014.

DIRECTORS:

Mr. Jayesh B. Bhansali and Dr. B. S. Bhesania'' Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Approval of shareholders is also being sought for re-appointment of Mr. B. M. Bhansali as Managing Director for a period of three years w.e.f 1st April'' 2013 at the ensuing Annual General Meeting.

A brief profile of Mr. B.M.Bhansali'' Mr. Jayesh B. Bhansali and Dr.B.S.Bhesania''pursuant to the requirements of Clause 49 of the Listing Agreement with the Stock Exchange(s) is annexed with the notice of Annual General Meeting and forms part of this Annual Report.

COMMITTEES OF DIRECTORS:

The Nomenclature of Existing Investor Grievance Cum Share Transfer Committee has been changed to Shareholders / Investors Grievance Committee w.e.f 14.02.2013 pursuant to the requirement of Clause 49(IV)(G) (III) of Listing Agreement

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs'' Government of India'' has permitted companies to send electronic copies of Annual Reports'' notices etc'' to the email IDs of the shareholders. We have accordingly arranged to send the soft copies of these documents to the email IDs of those shareholders who have provided the same. In case any of the shareholder(s) would like to receive physical copies of Annual Report'' the same shall be forwarded to member(s) on their written request to the company at its Registered Office.

The companyÂs policy to protect environment lays great emphasis on implementation of strict pollution control measures and maintenance of green belts requiring cyclic afforestation. In the year under review activity of new plantation in the green belt was intensified. Besides this'' conscious efforts have been directed to make the operations less dependent on usage of paper. In this connection'' placement of order on suppliers and execution of documents for effecting supply to the customers are being carried out through electronic medium.

DIRECTORSÂ RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act'' 1956'' your Directors based on the representations received from the management and after due inquiry'' confirm that:

(i) in the preparation of the annual accounts'' the applicable accounting standards had been followed and no material departures / deviations have been observed;

(ii) the accounting policies of company as selected have been applied 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 that year;

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

(iv) the annual accounts for the year ended 31st March'' 2013 have been prepared on a going concern basis.

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

The relevant data as regards the conservation of energy'' technology absorption pursuant to Section 217(1)(e) of the Companies Act'' 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules'' 1988 is annexed hereto vide Annexure-A (comprised of Form A & Form B) and forms an integral part of this Annual report.

CORPORATE GOVERNANCE:

A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and forms an integral part of this Annual Report.

Certificate issued by M/s. B. L. Dasharda & Associates'' Statutory Auditors of the Company''certifying the companyÂs compliance with the requirements of Corporate Governance in terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure Â C and forms an integral part of this Annual Report.

Certificate issued by Managing Director and Executive Director of company with regard to certification on Financial Statements of the company is also annexed vide Annexure - D and forms integral part of this Annual Report.

CODE OF CONDUCT:

The company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the company. The declaration by CEO viz. Managing Director of company related to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure Â E and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

During the year ended 31st March'' 2013'' no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975 as amended'' hence no statement is required to be annexed in this regard.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of company is annexed hereto vide Annexure Â F and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks'' Statutory Authorities'' Government'' Customers'' Vendors'' Stakeholders and other related organizations who through their continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciation to the CompanyÂs employees at all levels for their hard work'' dedication'' commitment'' outstanding efforts and valuable contributions made in all spheres of the operations of Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

M.C. GUPTA

CHAIRMAN

PLACE: MUMBAI

DATED: 26TH MAY''2013

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31st March 2012.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended 31st March 2012 are as mentioned hereunder:

(Rs. in Lacs

Current Financial Previous Financial Year 31.03.2012 Year 31.03.2011

Gross Sales 45650.79 51005.53

Profit before Interest and Depreciation 1985.98 5755.44

Less: Interest 1235.68 1212.72

Depreciation (Net) 570.29 605.10

Profit before Tax 180.01 3937.62

Provision for Taxation including Deferred Tax (71.18) (596.65)

Profit after Tax 108.83 3340.97

APPROPRIATIONS:

Dividend 165.91 165.91 Dividend Tax 26.91 27.55

Transfer to General Reserve 0.00 0.00

OPERATIONS AND FUTURE PLAN:

Operations:.

The performance of your company was hard hit on account of loss arising out of foreign exchange fluctuations and sudden upsurge in petroleum/crude oil prices. The company is heavily dependent on the imports of its main raw material Styrene. Due to unpredictable decline of the Indian Rupee against the US dollar which eroded around 20% to 25% of its value causing significant pressure on the company's profitability, the company could not keep its financial performance upto the mark. It is evident from the fact that out of the total profit after tax reported at Rs. 1.09 Crore, the loss arising out of the foreign exchange fluctuations alone amounted to Rs. 13.06 Crore during the FY12. Besides this the company's other income amounted to Rs. 0.70 Crore as against Rs. 3.67 Crore in the previous year.

The increase in the raw material prices also significantly impacted the overall profitability of the company. The raw material consumption ratio stood at 74.32% to sales as compared to 71.24% to sales during the last year representing an increase of 3.08%.

Future Plans:

The expansion plan has been already formulated to increase the overall capacity from the existing 51000 TPA to 125000 TPA with the technical and engineering support of M/s Aker Power Gas Pvt Ltd, Mumbai and blue print of this ambitious plan has also been finalized. Due to highly adverse factors such as foreign exchange fluctuations, volatility in raw material prices, uncertain economic conditions, negative business sentiments, economic slump across all the business segments and various other allied factors, the company could not proceed with the implementation of the expansion programme. The management is quite hopeful for some positive development during the current year 2012-2013. It goes without saying that the overall demand of ABS and SAN in India is robust.

AWARDS AND RECOGNITIONS:

Your Directors take pleasure in informing you that the Company and its Managing Director have been conferred the following awards during the current fiscal.

* HONOURS RECEIVED BY THE COMPANY:

Sr. No. Award Name Name of Awarding Institution

1. "Excellence Award" Institute of Economic Studies

2. "Best Organization Gold Award" Public Sector Today

* HONOURS RECEIVED BY THE MANAGING DIRECTOR

Sr. No. Award Name Name of Awarding Institution

1. "Udyog Rattan Award" Institute of Economic Studies

2 " Indian Achievers Award for Quality All India Achievers Foundation Excellence"

3. "International Achievers Award for International Achievers Conference Business Excellence"

The Management and the Company feels greatly honored and encouraged by these awards.

DIVIDEND:

Your Directors recommend a dividend of 10% (viz Re. 0.10 per share) on the Paid-up Share capital of Company consisted of 16,59,05,640 equity shares of Rs. 1/- each for the financial year ended on 31st March 2012.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has always accorded high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programmes for employees for creating continuous awareness about the compliance with safety norms, its benefits and various safety measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

STATUTORY AUDITORS:

M/s B. L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Your Directors recommend to appoint M/s B. L. Dasharda & Associates as Statutory Auditors of company for the current year as set out in accompanying notice of the Annual General Meeting.

COST AUDITORS:

The Board has appointed M/s Joshi Apte & Associates, CWA, Pune as Cost Auditors of the company pursuant to section 233B of Companies Act,1956 for conducting audit of its cost accounting records for F.Y. 2012-2013.

AUDITORS' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2012 are self explanatory and being devoid of any reservation, qualification or adverse remark, except one case as reported below, does not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

During the year ended 31st March, 2012, a case of fraud amounting to Rs. 464.02 Lacs involving embezzlement of goods by an employee occurred in the company. As soon as the management came to know about the said fraud, it took stern action against the employee including termination of services, lodging FIR and initiating all legal recourse available in such cases. The management of company, with its resolute efforts, has recovered so far an amount of Rs. 251.03 Lacs and for recovery of the balance amount, the stringent efforts are underway. To prevent the recurrence of such events, the company has overhauled its whole system and procedures and has implemented very stringent internal control system by way of introducing a fully fledged In-House Internal Audit Team to keep constant vigilance over all transactions of company in order to ensure correct and legitimate process coupled with proper authorizations across the company. The management is quite hopeful that with such stringent system of internal audit and other allied controls put in place, recurrence of such incidence can be effectively avoided.

DIRECTORS:

Mr. P R. Bhansali & Mr. M. C. Gupta, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

A brief profile of Mr. P R. Bhansali & Mr. M. C. Gupta, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the notice of Annual General Meeting and forms part of Annual Report.

Mr. C. S. Sastry, the Director has resigned the Company vide his letter dated 24th January, 2012 which has been duly accepted by the Board. Your directors wish to place on record their sincere appreciation of the guidance and valuable contributions made by him in the growth and performance of company during his tenure as Director.

COMMITTEES OF DIRECTORS:

Reconstitution of Audit Committee:

During the year under review, the Audit Committee of company was reconstituted and Mr. B. M. Bhansali, Managing Director of company, was inducted as member of Audit Committee w.e.f. 16th day of July, 2011. There is no any other change in the composition of committee.

Reconstitution of Shareholders/Investors Grievance Committee:

During the year under review, the existing member of Shareholders/Investors Grievance Committee Dr. B. S. Bhesania was designated as Chairman of the committee in place of erstwhile Chairman Mr. P R. Bhansali w.e.f. 4th February, 2012 however Mr. P R. Bhansali continues to serve the committee as its member. There is no any other change in the composition of committee.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The Ministry of Corporate Affairs, Government of India, has permitted companies to send electronic copies of Annual Report, notices etc, to the email IDs of the shareholders. We have accordingly arranged to send the soft copies of these documents to the email IDs of those shareholders who have provided the same. In case any of the shareholders would like to receive physical copies of the said documents, he is required to make a written request to the Company at its Registered Office.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors based on the representations received from the management and after due inquiry, confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been found;

- the accounting policies of company as selected have been applied 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 profit of the Company for that year;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

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

The relevant data as regards the conservation of energy, technology absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A (comprised of Form A & Form B) and forms an integral part of this Annual report.

CORPORATE GOVERNANCE:

A report on Corporate Governance pursuant to the provisions of Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and forms an integral part of this Report.

A Certificate issued by M/s B. L. Dasharda & Associates, Statutory Auditors of the Company, certifying the company's compliance with the requirements of Corporate Governance in terms of clause 49 (VII) of the Listing Agreement is also annexed hereto vide Annexure - C and forms an integral part of this Report.

CODE OF CONDUCT:

The company has suitably laid down the Code of Conduct for all Board Members and Senior Management personnel of the company. The declaration by CEO viz. Managing Director of company related to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure - D and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

During the fiscal ended on 31st March, 2012, no employee of the company was in receipt of remuneration equal to or exceeding the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, hence no statement is required to be annexed in this respect.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of company is annexed hereto vide Annexure - E and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep appreciation and heartfelt thanks to the Banks, Statutory Authorities, Government, Customers, Vendors, Stakeholders and other related organizations who through their continued support and patronage have enabled the company to function smoothly and grow in such competitive environment. Your Directors express their deep appreciation to the Company's employees at all levels for their hard work, dedication, commitment, outstanding efforts and valuable contributions made in the operations of Company all across.

By order of the Board of Directors

(Jayesh B. Bhansali)

Executive Director

Place: Mumbai

Dated: 12th August, 2012

Registered Office Address:

Bhansali House, A-5, Off Veera Desai Road,

Andheri (West), Mumbai- 400053.

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of Company together with the Audited Statement of accounts for the year ended on 31st March 2011.

FINANCIAL AND OPERATIONAL RESULTS:

Financial and Operational Results of company for the year ended 31st March 2011 are as mentioned hereunder:

(Rs. in lacs)

Current Financial Previous Financial

Year 31.03.2011 Year 31.03.2010

Gross Sales 51005.53 33963.15

Profit before Interest and Depreciation 5755.44 3941.45

Less: Interest 1212.72 1465.00

Depreciation (Net) 605.10 578.90

Profit before Tax 3937.62 1897.55

Provision for Taxation including Deferred Tax (596.65) (844.64)

Profit after Tax 3340.97 1052.91

Balance brought forward from previous year 3104.32 2051.41

APPROPRIATIONS:

Dividend 165.91 0.00

Dividend Tax 27.55 0.00

Transfer to General Reserve 0.00 0.00

Balance carried to Balance Sheet 6251.83 3104.32

OVERVIEW OF THE ECONOMY:

Indian Economy has shown a strong resilience against the severe adverse factors like rising inflation, political disruptions and global economic shock of recession in developed countries. The most crucial extant macroeconomic problem which is likely to roadblock the growth of nation is INFLATION which was hovering around 9.8% in April 2011 being highest in last two years followed by CORE CONSUMER PRICES hovering around 15% primarily caused by high domestic demand and high fuel cost, inter alia other factors.

The global investing community has reposed a strong measure of confidence in Indian growth story and improved the country's positioning as an international investment hub. The International Monetary Fund (IMF) has ranked India at 5th position in the world in terms of the GDP growth rate in 2010.

Infrastructure Development is the key to the economic growth of any nation for which our government has already committed an investment of $498 Billion in the Infrastructure sector alone during 11th Five Year Plan and this is bound to expand and strengthen the economy by sustained growth.

OPERATIONS AND FUTURE PLAN:

A record turnover of Rs. 510.05 Crores was achieved during the year under review as compared to Rs. 339.63 Crores in the previous year, an increase of more than 50%.

The financial performance of the company also witnessed a significant turnaround with the Earnings before Interest , Taxes, Depreciation and Amortisation (EBITDA) at Rs. 57.55 Crores an increase of 46% as compared to Rs. 39.41 Crores in the previous year. On similar lines the profit before tax (PBT) was Rs. 39.38 Crores an increase of 107% as compared to the PBT of Rs. 18.98 Crores last fiscal. Consequently the Profit after tax (PAT) stood at Rs. 33.41 Crores reflecting an increase of 217.28% as compared to Rs. 10.53 Crores reported last year.

The company was also able to optimally utilize the production facilities and achieve significant growth in production and sales quantities as stated below.

Particulars F.Y. 2010-11 F.Y. 2009-10 % of Variance

Production (in MT) 41202 33334 ( ) 23.6%

Domestic Sales (in MT) 41329 33256 ( ) 24.3%

Your company has successfully increased the sales volume to cater the vital demand of user industries such as Automotive, Electrical appliances and Electronic equipments among others.

With its bold effort and thrust over the years, the company could enhance the overall manufacturing capacity from 15000 TPA in 2000-2001 to 51000 TPA during the current year witnessing an increase of 240%.

Furthermore the company has formulated its plan to implement the overall manufacturing capacity enhancement programme from the existing 51000 TPA to 125000 TPA (comprising of 120000 TPA ABS and 5000 TPA Saleable SAN) which is targeted to be achieved by end of March-13 with the technical and engineering support of M/s Aker Powergas Private Limited, Mumbai and barring unforeseen circumstances, your company would endeavour its best to achieve this increased capacity and on implementation of the said expansion programmes, the company would be in a position to achieve the cost and quality leadership in domestic market and will become a competitive player internationally.

The overall cost for implementing the aforesaid expansion project with technical and engineering assistance of M/s Aker Powergas Private Limited will amount to about Rs. 300 Crore comprised of Rs. 250 Crore approx towards cost of Plant, Equipment and Building and Rs. 50 Crore approx towards cost of interest for external financing, pre-operative cost and other allied factors.

DIVIDEND:

Your Directors recommend a dividend of 10% on the paid-up share capital of Company viz. 16,59,05,640 equity shares of Rs. 1/- each for the year ended 31st March 2011.

SAFETY AND ENVIRONMENT PROTECTION:

Your Company has continued to accord high priority to the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness about the compliance with safety norms, its benefits and various safety measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as the integral part of its operating system. Mock drills and safety awareness programmes are being regularly conducted to ensure the safety & environment protection.

DEPOSITS:

The Company has not accepted any Deposit, within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from the public during the year under review.

AUDITORS:

M/s. B. L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Your Directors recommend to appoint M/s. B. L. Dasharda & Associates as Statutory Auditors of company for the current year as set out in accompanying notice of the Annual General Meeting.

AUDITORS' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2011 are self explanatory and being devoid of any reservation, qualification or adverse remarks, this does not call for any further information/explanation under Section 217(3) of the Companies Act, 1956.

DIRECTORS:

Mr. Jayesh B. Bhansali and Dr. B. S. Bhesania, Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

A brief profile of Mr. Jayesh B. Bhansali and Dr. B. S. Bhesania pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the notice of Annual General Meeting and forms part of this Annual Report.

COMPANY SECRETARY:

Mrs. Neha Lahoty resigned from the post of Company Secretary and Mr. D. N. Mishra has been appointed as Company Secretary in her place.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been found;

- the accounting policies which are selected have been applied 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, 2011 and of the profit of the Company for that year;

- proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

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

The relevant data as regards the conservation of energy, technology absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A which forms part of this report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with Certificate from M/s. B. L. Dasharda & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof pursuant to Clause 49 of the Listing Agreement is annexed hereto vide Annexure-B and C respectively, which forms an integral part of this Annual Report.

CODE OF CONDUCT:

The company has suitably laid down the Code of Conduct for all Board Members and Senior Management of the company. The declaration by CEO viz. Managing Director of company relating to the compliance of aforesaid Code of Conduct is attached hereto vide Annexure - D and forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES:

A statement containing details of employees in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended on 31st March, 2011, is attached hereto vide Annexure-E and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations of company is attached vide Annexure - F and forms an integral part of this Annual Report.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Banks, Statutory Authorities, Customers, Suppliers and all the Stakeholders. Your Directors express their deep appreciation to the Company's employees at all levels for their outstanding efforts and valuable contributions to the Company.

For and on behalf of the Board of Directors

Place : Mumbai M. C. GUPTA

Dated : 26th May, 2011 CHAIRMAN

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts for the year ended 31stMarch 2010.

FINANCIAL RESULTS; (Rs. in lacs)

FINANCIAL HIGHLIGHTS Year ended Year ended 31.03.2010 31.03.2009

Gross Sales 33963.15 25262.47

Profit before Interest and depreciation 3941.45 323.51

Less: Interest 1465.01 1685.79

Depreciation (Net) 578.90 4582.44

Profit / (Loss) before tax 1897.55 (1944.72)

Provision for Taxation 844.64 802.81

Profit / (Loss) after tax 1052.91 (1141.91)

Balance brought forward 2051.41 3193.32

Amount available for appropriation 3104.32 2051.41

OVERVIEW OF THE ECONOMY;

Across the globe if any democratic country could be singled out which demonstrated strength of the foundation and structure of its economy, it is our great nation INDIA. The process of globalization which began in 1991 establishes the fact that the fiscal management of the Indian economy has been carried out with best synchronization of the economic policies of the Union Government and prudent monetory planning and control exercised by Reserve Bank of India to achieve sustained growth with stability. The large economies of the world namely USA and Europe who have little regulation, had to face monsterous effect of the economic melt down. India evinced an excellent equilibrium between socialistic pattern and freedom associated with capitalism. Ever since opening up of the economy, in the last 20 years, high GDP growth rate between 6.5 to 9% per annum, year after year has been achieved. And despite the global melt down, the Indian economy depicted resilience and returned to high growth trajectory with remarkable ease and speed. Appropriate stimulus package causing little damage to the policy of fiscal consolidation was put into effect with collaborative efforts between Union Government and Reserve Bank of India. During the melt down period, the stock market - BSE Index was hovering around 8000 - 9000 due to hasty flight back of the overseas investment. But it did not take more than 6 to 8 months for the stock market to bounce back. And with high FDI inflow, the Sensex is currently hovering around 17000 mark. Indian Economy is neither highly import dependant (excepting petroleum & crude oil) nor largely export driven. This makes our economy insulated from the risk of ups and downs caused by other economies.

OPERATIONS;

During the year under review, your Company displayed indomitable fighting spirit and suppleness to depl with the rude shock with the loss of Rs. 19.45 Grores in the previous year. It was important for the Company to achieve growth without sacrificing profitability. A promise was made to all stake holders last year that your company will make its best efforts to return to the profit path soon. The formidable challenge to wipe out entire loss of the previous year was achieved not by over activating supply side but by resorting to strategic marketing activities. We could substantially increase EVA resulting in EBIDTA at Rs. 39.41 Crores (previous year Rs.3.24 Crores) and PAT at Rs. 10.53 Crores, (previous year loss at Rs.l 1.42 Crores) resulting in EPS of Re 0.63. In this context, it is pertinent to observe that production and turnover have significantly increased to around 39%, as shown below:-

2009 - 2010 2008 - 2009

Production in MT 33334 23854

Sales (Rs.in Crores) , 339.63 252.62

With around 70% capacity utilization, such remarkable results could be achieved due to high price syndrome prevailing in the domestic ABS market. However, during the current year, our focus has been be to penetrate the markets deeper. Higher capacity utilization will ensure consistent & continuous profitability. We also have to compete well at the market place, which is showing signs of satiation of demand growth through imports. This is why during the current year, our aim is to achieve capacity utilization of above 90% and also to continue with this policy in future.

FUTURE PLAN:

It is noteworthy that the delay in implementation of earlier conceived expansion plan proved to be a blessing in disguise, as otherwise it would have been impossible for the Company to turn around so fast. A larger capacity with lower utilization could have delayed the return of the Company to profit path due to the fact that the element of Fixed Cost would have been much higher. But now having well established and proven resilience power, your Company can face the future challenges with confidence. It has been therefore decided to commence implementation of expansion plan in the current year itself so as to increase ABS capacity from 42 KTPA to 120 KTPA with the merchant SAN capacity remaining unchanged. This will aggregate to 126 KTPA capacity as against existing 48 KTPA. The commercial production of the expanded capacity is scheduled to commence on or before 31st March 2012. With available capacity of ABS in the year 201 3-14, it will be possible for your Company to achieve optimal capacity utilization continuously which will ensure significant increase in profitability with fair share of domestic ABS market.

DIVIDEND:

Your Company has recovered from the situation of loss incurred in the previous year with great efforts and difficulties. Your Directors deem it prudent to conserve resources for further value addition through the process of capacity expansion. Therefore, your Directors do not recommend payment of dividend on the paid-up share capital of the Company for the year ended 31st March 2010.

SAFEIY AND..EMVIR0NMENILPRQTECI1QN:

Your Company has continued to accord high priority in the areas of Safety and Environment Protection. The Company has regular practice of taking up the training programs for employees for creating continuous awareness about the compliance with safety norms, its benefits and various safely measures to increase the safety standards for all concerned. The Company has made Safety and Environment Protection measures as part of its operating system. Mockdrills and safety awareness programmes are being regularly conducted to ensure the safety and environment protection.

FIXED DEPOSITS:

There were no deposits remaining unpaid/unclaimed. Also there was- no fresh acceptance of deposit as per the terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 made during the year under review.

DIRECTORS:

Mr. R R. Bhansali and Mr. M.C. Gupta, Directors of the Company, will retire by rotation at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment.

The present tenure of Mr. B. M. Bhansali as Managing Director of the Company has ended on 31st March 2010. It is proposed to re-appoint him for a further period of three years for the period from Is April 2010 to 31st March 2013.

A brief profile of Mr. R R. Bhansali, Mr. M.C. Gupta and Mr. B. M. Bhansali pursuant to Clause 49(IV)(G) of the Listing Agreement is annexed with the Notice of Annual General Meeting.

PARTICULARS OF EMPLOYEES:

A statement containing details of employees in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is attached hereto vide Annexure-D and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 21 7(2AA) of the Companies Act, 1956, your Directors confirm the followings:

Ã In the preparation of the annual accounts, the applicable accounting standards have been followed and no deviations have been made.

Ã That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that year;

Ã That 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 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Ã That the annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE!

A report on Corporate Governance along with the Certificate from M/s B.L. Dasharda & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance.thereof; pursuant to Clause 49 of the Listing Agreement is given in the Annexure-B forming an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report,which gives a detailed account of operations of your Company is attached as Annexure-C and forms an integral part of this Annual Report.

AUDITORS;

M/s B.L. Dasharda & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224(1 B). Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

AUDITORS REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND QUIGO;

The relevant data pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto vide Annexure-A which forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Banks, Statutory Authorities, Customers, Suppliers and all the Stakeholders of the Company. Your Directors express their deep appreciation to the Companys employees at all levels for their onerous efforts and valuable contributions made towards functioning of the Company.

For and on behalf of the Board of Directors

Place : Mumbai M. C. GUPTA

Dated : 30th April, 2010 CHAIRMAN

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