To,
THE MEMBERS,
BANSAL MULTIFLEX LIMITED
Your Directors have pleasure in submitting their 4th Annual Report of the
Company together with the Audited Statements of Accounts of the Company for the year ended
on 31st March, 2017.
1. FINANCIAL PERFORMANCE/HIGHLIGHTS:
During the year under review, the Company has incurred profit of Rs 38,22,096. However,
your Directors look forward to improve the financial position of the Company and are
optimistic about the future growth and performance of the Company.
The summarized financial results of the Company for the period ended 31st
March, 2017 are as follows:
|
|
(Amount in Rs) |
| Particulars |
Year Ending 31st March, 2017 |
Year Ending 31st March, 2016 |
| Sales |
11,76,45,269 |
2,13,18,280 |
| Other Income |
50,272 |
26,901 |
| Total Income |
11,76,95,541 |
2,13,45,181 |
| Less: Expenditure |
(11,13,90,762) |
(2,09,96,599) |
| Profit/(loss)before Interest, Depreciation, Tax |
63,04,779 |
3,48,582 |
| Less: Interest |
(3,66,184) |
0 |
| Less: Depreciation & Amortization Cost |
(3,07,275) |
(3,418) |
| Less: Extraordinary items |
0 |
0 |
| Profit/(loss)Before Tax |
56,31,320 |
3,45,164 |
| Less: Tax Expenses |
(18,09,224) |
(1,22,835) |
| Profit/(loss)after Tax |
38,22,096 |
2,22,329 |
2. DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your Directors have decided not to
recommend any dividend for the period under review.
3. CAPITAL STRUCTURE
The Authorized Share Capital of the Company is increased from Rs 500,000 (Rupees Five
Lakhs) divided into 50,000 (Fifty Thousand) equity shares of Rs 10 each to
Rs10,00,00,000(Rupees ten crores) divided into 1,00,00,000(one Crore)equity share of Rs 10
each.
The Paid up share capital of the Company is increased from Rs 100,000 (Rupees One Lakh)
divided into 10,000 (Ten Thousand) equity shares of 10/- each to Rs 5,41,00,000(Rupees
Five crore forty one Lakh) divided into 54,10,000 (Fifty Four Lakh ten thousand) equity
shares of Rs 10 each due to preferential issue of Shares. (our Company has acquired the
business of proprietorship concerns of our promoters Anupkumar Bansal and Suman Bansal
viz.
M/s. Bansal Enterprises and M/s. Ayush Marketing, respectively through slump sale
agreement dated 25th March, 2017) Further, the paid up share capital of the
Company is increased from Rs5,41,00,000(Rupees Five crore forty one
Lakh) divided into 54,10,000 (Fifty Four Lakh ten thousand) equity shares of Rs 10 each
to Rs 6,20,00,000(Rupees Six Crores Twenty Lakhs ) divided into 20,00,000 (Twenty Lakhs)
equity shares at a face value of Rs 10/- each and a premium of Rs 21/- each due to initial
Public offer. The aforesaid Equity Shares is listed on NSE-Emerge Platform.
During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock options or sweat equity.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY
During the year, there is no change in the nature of the business of the Company.
6. CHANGE OF NAME
The name of the Company was changed from "BANSAL TRADEWORLD PRIVATE LIMITED"
to "BANSAL MULTIFLEX PRIVATE LIMITED" on 24th August, 2016, pursuant
to requisite approvals. Further, on 01st September, 2016, the Company was
converted into Public Limited Company and consequently name of company was changed from
"BANSAL MULTIFLEX PRIVATE LIMITED" to "BANSAL MULTIFLEX LIMITED"
vide Special resolution passed by the Shareholders at the Extra Ordinary General Meeting
held on 17th August, 2016 and a fresh certificate of incorporation dated 01st
September, 2016 issued by the Registrar of Companies, Gujarat, Ahmedabad.
7. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with
the Companies (Acceptance of Deposit) Rules, 2014 during the period under review.
Hence, the requirement for furnishing the details of deposits which are not in compliance
with Chapter V of the Act is not applicable.
8. TRANSFER TO RESERVES
During the year, Our Company has not transfer any amount to specific reserves.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no material changes and commitments affecting the financial position of the
company have occurred between the end of the financial year of the company to which the
financial statements relate and the date of this report.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impact
on the going concern status and the Companys operations in future.
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
The Company does not have any Risk Management Policy as the elements of risk
threatening the Companys existence are very minimal.
12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO: A. CONSERVATION OF ENERGY:
the steps taken or impact on conservation of energy : Nil
i. the steps taken by the company for utilizing alternate sources of energy : None
ii. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption : None
ii. the benefits derived like product improvement, cost reduction, product development
or import substitution : None
iii. in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)-
a) the details of technology imported : None
b) the year of import : N.A.
c) whether the technology been fully absorbed : N.A.
d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof : N.A.
iv. the expenditure incurred on Research and Development : Nil C. FOREIGN EXCHANGE
EARNING & OUTGO :
Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year, the Company has not given loan, guarantee or provided security in
connection with the loan to any other body corporate or person or made any investments
hence no particulars of the loans, guarantees or investments falling under the provisions
of Section 186 of the Companies Act, 2013 read with rules made there under except an
advance which was granted to a proprietor namely lovekush trading Company (Not related to
the promoter, Promoter Group, Directors,Key Managerial personnel(KMP)of the company and/or
their relatives as a Related Party as a Related party as defined under Section 2(76) of
the Companies Act,2013).The members are requested to refer the notes to the financial
statement which are forms the part of the Annual Report for detailed information.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year, there are contracts or arrangements were made with related parties
falling under the purview of Section 188 of the Companies Act, 2013 as provided in the
Annexure A.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
16. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
i. Composition of Board;
| Name of Directors |
Designation |
Category |
No. of Board Meeting held during the year |
No. of Board Meeting attended during the year |
| Anupkumar Rajendrakumar Bansal |
Chairman & Managing Director |
Promoter Executive |
8 |
8 |
| Suman Anup Bansal |
Whole time Director |
Promoter Executive |
8 |
8 |
| Aashi Anup Bansal** |
Director |
Promoter Group Non-Executive |
8 |
6 |
| Rajender Kumar Ramchander Bansal** |
Director |
Promoter Group Executive |
8 |
7 |
| Rajesh Kumar Singal* |
Director |
Independent |
8 |
4 |
| Aesha Jashwantray Mashru# |
Director |
Independent |
8 |
1 |
| Jagdish Sahu## |
Director |
Independent |
8 |
4 |
* Rajesh Kumar Singal and Jagdish Sahu were appointed as Director w.e.f. 30/08/2016
** Aashi Anup Bansal and Rajender Kumar Ramchander Bansal were appointed as director
w.e.f. 26/07/2016
## Mr. Jagdish Sahu ceased to be The Director of the Company with effect from
27/03/2017.
# Ms. Aesha Jashwantray Mashru was appointed as an additional director on 27/03/2017.
ii. APPOINTMENT:
Appointment of Ms. Aesha Jashwantray Mashru as an additional director of the Company:
During the year under review, in accordance with the provisions of Section 149(1) and
161(1) of the Companies Act, 2013 Ms. Aesha Jashwantray Mashru (DIN: 07777229) was
appointed as Additional Director by the Board of Directors of the Company in their Meeting
held on 27th March, 2017.
The relevant details including profile of Ms. Aesha Jashwantray Mashru is included
separately in the Notice calling the 4th Annual General Meeting of the
Shareholders.
iii. CESSATIONS:
Mr. Jagdish Sahu [DIN- 07601479], Director of the Company has resigned from the
directorship of the Company with effect from 27/03/2017.
The Board places on record its appreciation for contributions and guidance provided by
Mr. Jagdish Sahu during his respective tenure as a Director of the Company.
iv. RETIREMENT BY ROTATION
In accordance with the provisions of section 152[6] of the Act and in terms of
Articles of Association of the Company, Mr. Anup Bansal [DIN: 06735149] being liable to
retire by rotation, shall retire at the ensuing
Annual General Meeting and being eligible, offer himself for reappointment. The Board
recommends his reappointment.
v. KEY MANAGERIAL PERSONNEL
During the year, Mr. Anupkumar Bansal was appointed as Managing Director in the
Annual General Meeting of the Company held on 29/09/2016 for a period of 5 years. Mrs.
Suman Bansal was appointed as Whole time director in the Extra Ordinary General Meeting
held on 25th March, 2017 for a period of 3 years. Ms. Vrusha Patel was
appointed as Company Secretary by the Board of directors in their meeting held on
30/08/2016. Mr. RaviShankar Mishra, Chief Financial Officer appointed at the Board meeting
Held on 27/02/2017. Further, Ms. Aashi Anup Bansal ceased to be Chief Financial Officer
with effect from 27/02/2017.
As on the date of this report, Mr. Anupkumar Bansal, Chairman cum Managing Director,
Mrs. Suman Bansal, Whole time director, Ms. Vrusha Patel, Company Secretary, Mr.
RaviShankar Mishra, Chief Financial Officer are the Key Managerial Personnel as per the
provisions of the Companies Act, 2013 and rules made thereunder.
vi. NUMBER OF BOARD MEETINGS
Regular meetings of the Board are held to discuss and decide on various business
policies, strategies, financial matters and other businesses.
During the year under review, the Board duly met Eight (8) times on 02/07/2016,
26/07/2016, 30/08/2016, 26/10/2016, 12/12/2016, 27/02/2017, 22/03/2017 and 27/03/2017 in
respect of said meetings proper notices were given and proceedings were properly recorded
and signed in the Minute Book maintained for the purpose.
vii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Nomination and Remuneration Committee annually evaluates the performance of
individual Directors, Committees, and of the Board as a whole in accordance with the
formal system adopted by it. Further, the Board also regularly in their meetings held for
various purposes evaluates the performance of all the Directors, committees and the Board
as a whole. The Board considers the recommendation made by Nomination and Remuneration
Committee in regard to the evaluation of board members and also tries to discharge its
duties more effectively. Each Board members contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board
papers and other documents are prepared and furnished.
viii. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING
All the Independent Directors of the Company have given their declarations stating
that they meet the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the
said criteria.
During the year under review the Independent Directors duly met pursuant to the
provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was
present throughout the meeting.
17. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:— a) in the preparation of the
annual financial statements for the year ended on 31st March, 2017, 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 judgments and estimates made 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, 2017 and of the profit of the company for the year ended on that date,
c) proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for prevention and detection of fraud and other irregularities, d) the annual
financial statements are prepared on a going concern basis
e) proper internal financial controls are in place and that the financial controls are
adequate and are operating effectively and
f) the systems to ensure compliance with the provisions of all applicable laws are in
place and are adequate and operating effectively.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of Company was constituted by the Board of the Company on
27.03.2017 in accordance with the provisions of Section 177 of the Companies Act, 2013 and
rules made thereunder. The Board hereby disclose the composition of the Audit Committee
and other relevant matters as under:
| Sr. No. |
Name of the Member |
Designation |
Category |
| 1. |
Ms. Aesha Mashru |
Chairman |
Independent Director |
| 2. |
Mr. Rajesh Singal |
Member |
Independent Director |
| 3. |
Mr. Anup Bansal |
Member |
Executive Director |
The Audit Committee acts in accordance with the terms of reference specified by the
Board of Directors of the Company. Further during the period under review, the Board of
Directors of the Company had accepted all the recommendations of the Committee.
19. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:-
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI
(Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has
established vigil mechanism/Whistle Blower Policy for Directors and employees of the
Company to report genuine concerns regarding unethical behavior, actual or suspected fraud
or violation of the Companys code of conduct and ethics Policy. The said mechanism also
provides for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistle
blower policy in order to ensure adequate safeguards to employees and Directors against
victimization.
The said policy is also available on the website of the Company at
www.bansalmultiflex.com
20. NOMINATION AND REMUNERATION COMMITTEE
a) Composition of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted by the Board of the Company
on 27th March 2017.
As on the date of this report, the Committee comprises of the following members:
| Sr. No. |
Name of the Member |
Designation |
Category |
| 1. |
Ms. Aesha Mashru |
Chairman |
Independent Director |
| 2. |
Mr. Rajesh Singal |
Member |
Independent Director |
| 3. |
Ms. Aashi Bansal |
Member |
Non-Executive Director |
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act,
2013, formulated the policy setting out the criteria for determining qualifications,
positive attributes, independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees. The said policy is furnished in
"Annexure B" and is attached to this report.
21. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of the following members:
| Sr. No. |
Name of the Member |
Designation |
Category |
| 1. |
Ms. Aesha Mashru |
Chairman |
Independent Director |
| 2. |
Mr. Rajesh Singal |
Member |
Independent Director |
| 3. |
Mr. Anup Bansal |
Member |
Executive Director |
Details of Investors grievances/ Complaints:
The Company has not received any complaints during the year. The pending complaints of
the Shareholders/ Investors registered with SEBI at the end of the current financial year
ended on 31st March, 2017 are NIL.
There were no pending requests for share transfer/dematerialisation of shares as of 31st
March 2017.
Compliance Officer:
The Compliance officer of the Company is Ms.Vrusha Patel.
22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
The Company has not developed and implemented any risk management policy as the risk
threatening the business activity carried out by the Company during the year are minimal.
23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS-
The Company has placed an adequate Internal Financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Companys internal financial controls relating to its financial statements.
During the year, such Controls were tested and no reportable material weakness was
observed.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
There was no case filed during the year, under the sexual harassment of woman at work
place (Prevention, Prohibition and Redressal) Act, 2013. Further Company ensures that
there is a healthy and safe atmosphere for every women employee at the workplace and made
the necessary policies for safe and secure environment for women employee.
25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Company have incorporated subsidiary Company namely A2S Global Enterprise DMCC in
Dubai, UAE
26. AUDITORS
i. STATUTORY AUDITORS
M/S. Kishor Goyal & CO., Chartered Accountants, was appointed as Statutory Auditors
for a period of 5 year(s) in the Annual General Meeting held on 30th September,
2015 to hold the office till the conclusion of 7th Annual General Meeting of
the Company to be held in the year 2020. Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company
shall place the matter relating to such appointment for rati cation by members at every
annual general meeting and therefore it is proposed to ratify the appointment of M/s.
Kishor Goyal & CO., Chartered Accountants, as the Statutory Auditors of the Company.
The consent of M/s. Kishor Goyal & CO., Chartered Accountants, Ahmedabad along with
certificate under Section 139 of the Act has been obtained to the effect that their
appointment, if made, shall be in accordance with the prescribed conditions and that they
are eligible to hold the office of Auditors of the Company.
There are no qualifications, reservations or adverse remarks made by M/s. Kishor Goyal
& Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.
The observations made by the Statutory Auditors in their report for the financial period
ended 31st March 2017 read with the explanatory notes therein are self
explanatory and therefore, do not call for any further explanation or comments from the
Board under Section 134(3) of the Companies Act, 2013.
ii. SECRETARIAL AUDITOR
In terms of Section 204 of the Act and Rules made there under, the requirement of
obtaining a Secretarial
Audit Report from the Practicing Company Secretary is not applicable to the Company.
iii. COST AUDITORS
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
27. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 is furnished in
Annexure "C" and is attached to this Report.
28. PARTICULARS OF EMPLOYEES-
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company, forms part of this report as ‘Annexure D. However, as permitted in terms of
Section 136 of the Act, this Annual Report is being sent to all the members and others
entitled thereto, excluding the said annexure. Members who are interested in obtaining
these particulars may write to the Company Secretary at the Registered Office of the
Company. The aforesaid annexure is also available for inspection by members at the
Registered Office of the Company, 21 days before the 4th Annual General Meeting
and upto the date of Annual General Meeting during business hours on working days.
29. CORPORATE GOVERNANCE
Your Company has been complying with the principals of good Corporate Governance over
the years and is committed to the highest standards of compliance. Pursuant to regulation
15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance
provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46
(2) and para C, D and E of schedule V shall not apply to the listed entity which has
listed its specified securities on the SME Exchange.
Therefore, the Corporate Governance Report is not applicable on the Company and
therefore not provided by the Board
30. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to
this report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
|
For and on behalf of the Board |
|
Sd/- |
|
Anupkumar Bansal |
| Date : 29/08/2017 |
Chairman and Managing Director |
| Place : Ahmedabad |
(DIN: 06735149) |
+91-9892691696
