Dear Shareholders,
The Board of Directors are pleased to present the 38th Annual Report of the
Company together with its Audited Financial Statements (Standalone and Consolidated) for
the Financial Year (‘FY’) ended 31st March, 2022.
FINANCIAL AND OPERATIONAL RESULTS
| 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 Rs. 1/- each) |
21.06 |
20.10 |
21.10 |
20.13 |
FINANCIAL HIGHLIGHTS
The key highlights of the Company’s performance based on the Standalone
Balance Sheet as on 31st March, 2022 are reflected as under:
? Net Worth: During the FY under review, the Net Worth of the Company stood
at Rs. 98,040.26 Lakh as compared to Rs. 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
Rs. 41.04 in FY 2020-21 to Rs. 59.09 in FY 2021-22, an increase of Rs. 18.05.
? Current Ratio: As on 31st March, 2022 the current ratio was
8.48 as compared to 8.11 as of 31st 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 "Zero
Debt Company".
? 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 debtor’s
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.
? Inventory 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 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 (‘R&D Centre’) at Abu Road, Rajasthan.
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, Company’s 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 1st 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 12th October, 2021 had approved the Brown
Field ABS Expansion Project at Company’s existing plants i.e. Abu Road (Rajasthan)
& Satnoor (Madhya Pradesh) for enhancing overall ABS production capacity to 200,000
TPA with approx. Capex of Rs. 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 Company’s 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 31st March, 2022, the paid-up share capital of your Company stood
at Rs. 16,59,05,640/- comprising 16,59,05,640 Equity shares of Rs. 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 31st March, 2022, the Directors do not propose to transfer
any amount to the General Reserve. An amount of
Rs. 29,954.85 lakh is proposed to be retained as surplus in the statement of Profit and
Loss Account under the heading "Reserves and Surplus."
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 ("Listing Regulations").
The policy consists of various parameters, inter-alia, Company’s 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 ‘Policies and Procedures’ section on the
website of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593067.Dividend_Distribution_Policy.pdf
Considering the Company’s 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 1st and 2nd Interim Dividend of Rs. 1/-
(100%) each, per Equity Share which was paid on 03rd November, 2021 and 17th
January, 2022, respectively. The Directors have recommended a Final Dividend of Rs. 1
(100%) per Equity Share of face value of Rs. 1 per share, aggregating to Rs. 1659.06 lakh
for the FY ended 31st 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 Rs. 3/- (300%) per equity share of the face value of Rs.
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 31st
March, 2022.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013 ("the Act")
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 (‘IEPF Rules’), as amended from time to time, the unpaid and
unclaimed dividend pertaining to the FY 2013-14, amounting to Rs. 4,34,231.40 (Rupees Four
Lakh Thirty Four Thousand Two Hundred and Thirty One and Forty Paisa only) which was lying
in the Company’s unpaid / unclaimed dividend account and remaining unclaimed for a
period of seven years, was transferred to the Investor Education and Protection Fund (‘IEPF’).
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 16th 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, 3rd 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/ 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 Company’s 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 ‘Policies and Procedures’
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
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT
Management’s 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 Company believes in making lasting impact towards creating a just, equitable,
humane and sustainable society. It considers that, ‘it does not exist only for doing
good business, but equally for the betterment of society.’ 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 ‘Policies and Procedures’ section on
the website of the Company at link https://bhansaliabs.com/assets/policies_and_procedures/1593593022.Corporate_Social_Responsibility_Policy.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. Rs. 1413.75 Lakh. The Company was awarded
with Certificate of Appreciation by the Hon’ble 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 Rs.
404.38 Lakh as against the prescribed amount of Rs. 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 31st March, 2022 in accordance with the
provisions of Section 92(3) of the Act is available on the Company’s website and can
be accessed through the link:
https://bhansaliabs.com/assets/financial_docs/yearly/1654246028.BEPL_form_MGT_2021-22.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 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.
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
3C 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 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
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 Company’s 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
‘Policies and Procedures’ 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 ‘Policies and
Procedures’ section on the website of the Company at the web link
https://bhansaliabs.com/assets/policies_and_
procedures/1593593208.Policy_for_Related_Party_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 39 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, Executive Director
(DIN: 01062853) retires by rotation at the ensuing 38th 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 21st 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 23rd April,
2022. As an Additional Director, he holds office up to the date of the ensuing 38th
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 38th AGM and the relevant resolutions are
recommended for the members’ approval therein.
? 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 Hiralal Bhansali,
Additional 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, Stakeholders’ Relationship
Committee, Corporate Social Responsibility Committee and Risk Management Committee have
been stated in the Corporate Governance Report forming part of this Annual Report
AUDITORS
Statutory Auditors:
M/s. Azad Jain & Co., Chartered Accountants, Mumbai (FRN-006251C), were appointed
as Statutory Auditors of the Company at the 33rd AGM held on 15th
July, 2017 to hold office up to the conclusion of 38th 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 23rd April, 2022, had re-appointed M/s. Azad Jain & Co., Chartered
Accountants, Mumbai (FRN-006251C) as the Statutory Auditors, to hold office for 2nd
term of 5 years, from the conclusion of the ensuing 38th AGM till the
conclusion of 43rd 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 members’ 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 38th 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 31st 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 38th 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 members’ ratification for the remuneration payable to the
Cost Auditors for the FY 2022-23 forms part of the Notice of the 38th 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
Company’s 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 2021.
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 ‘Policies and Procedures’ section on the website of the Company at the web
link
https://www.bhansaliabs.com/assets/policies_and_procedures/1593593096.Nomination_&_Remuneration_Policy.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 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 ‘Policies and Procedures’
section on the website of the Company at the web link
https://bhansaliabs.com/assets/policies_and_procedures/1593593437.
Business_Responsibility_Policy.pdf
DIRECTORS’ 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 31st March,
2022, the applicable accounting standards have been followed and there are no material
departures from the same; (b) 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 31st
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 ‘going concern’ basis;
(e) 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 (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 takes this opportunity to thank the Company’s 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 |
| Place: Gurugram |
Chairman |
| Date: 23th April, 2022 |
(DIN: 01362556) |
+91-9892691696
