To,
The Members of,
Bang Overseas Limited
Your Directors take immense pleasure in presenting their Report of your Company along
with the Audited Balance Sheet, Statement of Profit and Loss, Statement of changes in
equity and Cash Flow Statement (Standalone and Consolidated), Schedules and Notes to
Accounts and the Auditors Report thereon for the year ended March 31, 2023.
FINANCIAL RESULTS
(Rs. in Lakh)
|
Standalone |
Consolidated |
| Description |
Year Ended 31.03.23 |
Year Ended 31.03.22 |
Year Ended 31.03.23 |
Year Ended 31.03.22 |
| Revenue |
12242.92 |
8038.03 |
11753.29 |
8350.35 |
| Other Income |
215.27 |
194.46 |
217.35 |
192.67 |
| Expenditure before Interest, Depreciation and Tax |
11903.48 |
7555.54 |
11398.14 |
7827.18 |
| Earnings before Interest, Depreciation and Tax (EBIDT) |
554.71 |
676.96 |
572.50 |
715.84 |
| Less: Interest |
78.70 |
49.13 |
84.19 |
49.53 |
| Earnings Before Depreciation and Tax (EBDT) |
476.01 |
627.82 |
488.31 |
666.30 |
| Less: Depreciation |
136.43 |
163.29 |
136.73 |
163.85 |
| Profit before Tax (PBT) |
339.58 |
464.53 |
351.58 |
502.46 |
| Less: Adjustment of Exceptional Item |
- |
- |
- |
- |
| Profit/ (Loss) before Tax after Exceptional items |
339.58 |
464.53 |
351.58 |
502.46 |
| Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment) |
219.40 |
4.44 |
236.47 |
9.19 |
| Profit/(Loss) after Tax (PAT) |
120.18 |
460.10 |
115.11 |
493.27 |
| Total Net Comprehensive Income |
2.48 |
(14.01) |
2.33 |
(12.84) |
| Total Profit after Tax (including Comprehensive Income) |
122.66 |
446.09 |
117.44 |
480.42 |
PERFORMANCE REVIEW
Standalone
During the year under review, your Company has achieved revenue of Rs.12242.92 Lakh as
against Rs.8038.03 Lakh in previous year. Your Company has earned a Net Profit after tax
(including Comprehensive income and exceptional item) of Rs.120.18 Lakh as against Net
Profit after tax of Rs.460.10 Lakh for the corresponding previous financial year. Your
directors are hopeful for better sales realization and profit in the next year.
Consolidated
During the year under review, your Company has achieved revenue of Rs.11753.29 Lakh as
against Rs.8350.35 Lakh in previous year. Your Company has earned a Net profit after tax
(including Comprehensive income) of Rs.115.11 Lakh as against Net profit after tax of
Rs.493.27 Lakh for the corresponding previous financial year.
DIVIDEND AND TRANSFER TO RESERVES
In order to conserve the resources for increasing business operations, your Director do
not recommend any dividend for the year under review.
The Directors do not propose to transfer any amount to reserves for the financial year
ended March 31, 2023.
CAPITAL STRUCTURE Authorized Share Capital
The authorized share capital of the Company is Rs.16,00,00,000 (Rupees Sixteen Crores)
divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/- each.
Paid Up Share Capital
The Paid-up equity share capital is Rs.13,56,00,000 (Rupees Thirteen Crores Fifty-Six
Lakhs) divided into 1,35,60,000 (One Crore Thirty-Five Lakhs Sixty Thousand) Equity shares
of 10/- each.
During the year under review, the Company has not issued shares with differential
voting right neither granted stock option nor sweat equity. Further the Company not issued
any debenture bonds and any non-convertible securities. The Company has not made any
purchase or provision of its own shares by employees or by trustees for the benefit of
employees during the financial year 2022-23. The Companys equity shares are listed with
the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the
both the platforms.
LOAN FROM DIRECTORS
During the year under review, the Company has not received any unsecured loans from
director of the Company.
REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT
In terms of Section 131 of the Act, the Financial Statements and Boards Report are in
compliance with the provisions of Section 129 or Section 134 of the Act and that no
revision has been made during any of the three preceding financial years.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business during the year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments occurred which affecting the financial
position of the Company between the end of the financial year 2022-23 and as on the date
of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT
VENTURES
There is no such Company which have become or ceased as a subsidiary, associates and
joint ventures, during the year under review.
As on 31st March, 2023, your Company have following subsidiaries:
1. Vedanta Creations Limited
2. Bang HK Limited
M/s. Vedanta Creations Limited which is a wholly-owned subsidiary is a material
subsidiary of your Company.
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read
with Rule 5 & 8(1) of Companies (Accounts) Rules, 2014, a statement containing salient
features of financial statements of subsidiaries, associates and joint venture Companies
in Form AOC-1 is annexed at Annexure-A and forms an integral part of this Report.
The Company does not have any material subsidiary. The policy for determining material
subsidiaries framed by the Board of Directors is available on website of the Company at
the link
http://www.banggroup.com/images/BOL_Policv_for_Determining_Material_Subsidiarv_-_Final.pdf
The separate audited financial statements in respect of each of the subsidiary
companies for the year ended March 31, 2023 is placed on the Companys website
www.banggroup.com and shall also be kept open for inspection at the Registered Office of
the Company. The Company will also make available these documents upon request by any
Member of the Company interested in obtaining the same.
DEPOSITS
During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014. No amounts were outstanding which were classified as Deposit under the
applicable provisions of the Companies Act, 2013 as on the balance sheet date.
INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY
The establishment of an effective corporate governance and internal control system is
essential for sustainable growth and long-term improvements. We believe that a strong
internal control framework is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with
the size and complexity of its operations. The internal controls ensure the reliability of
data and financial information
The function of internal audit is entrusted to M/s. FRG & Co. For ensuring
independence of audits, internal auditors report directly to the Audit Committee. During
the year under review, no material or serious observation has been received from the
Internal Auditors of the Company for inefficiency or inadequacy of such controls.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal, Statutory,
Secretarial Auditors and external consultants and the reviews performed by management and
the relevant Board Committees, including the Audit Committee, the Board is of the opinion
that the Companys internal financial controls were adequate and effective during
Financial Year 2022-23.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment, along with the cost of rating risks and
incorporates risk treatment plans in strategy, business and operational plans. The Company
has an effective system in place for identification of elements of risk which are
associated with the accomplishment of objectives, operations, development, revenue and
regulations in relation to the Company and appropriate measures are taken, wherever
required, to mitigate such risks beforehand.
As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose
challenges are set out in Management Discussion and Analysis Report which forms part of
this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Social Welfare Activities has been an integral part of the Company since inception. The
Company is committed to fulfill its social responsibility as a good corporate citizen.
In conformity with the provisions of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has CSR
Committee which presently comprises of Mr. Brijgopal Bang as Chairman and Mrs. Anuradha
Paraskar & Ms. Swati Sahukara as its members. The Committee is responsible for
formulating and monitoring the CSR policy of the Company. CSR activities, as per the
provisions of the Companies Act, 2013, may be undertaken by the Company through a
registered trust or a registered society.
As per the provisions of section 135 of the Companies Act, 2013, every company having
net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore
or more or a net profit of rupees five crore or more during the immediately preceding
financial year shall spend in every financial year, at least two per cent. of the average
net profits of the company made during the three immediately preceding financial year.
The Net worth, Turnover or Net Profit of the Company for the immediately preceding
financial year i.e March 31, 2022 did not exceeds the threshold provided in section 135 as
mentioned above.
In view of the above, the CSR was not applicable to the Company for the financial year
2022-23. There was no obligation to the Company to spend amount towards CSR Activity for
the Financial year 2022-23, hence the details related to CSR is not required to be given
in the Report.
The CSR policy as adopted by the Company can be viewed on the website of the Company
viz: http://www.banggroup.com/images/BOL_CSR_Policy.pdf
PROHIBITION OF INSIDER TRADING
The Company had in place a mechanism to avoid Insider Trading in the securities of the
Company by designated personnel. For the above mentioned purpose, the Company has
established systems and procedures to prohibit insider trading activity and has framed a
Code of Conduct to Regulate, Monitor and Report trading by insiders and Code of Fair
Practices and Procedures for disclosure of Unpublished Price Sensitive Information (UPSI)
as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT
Regulations), which prohibits designated personnel to deal in the securities of the
Company on the basis of any UPSI, available to them by virtue of their position in the
Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and
prohibit any insider trading activity, in order to protect the interest of the
shareholders at large.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The composition of the Board of Directors was in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum
combination of Executive, Non-Executive and Independent Directors.
As on 31st March, 2023, the Board of Directors of the Company consists of 6 members.
The Board consists of Managing Director, Whole time Director, Non-Executive Director,
Independent Directors and Key Managerial personnel as under;
| Sl. No. |
Name |
Date of Appointment |
Designation |
| 1. |
Mr. Brijgopal Balaram Bang |
01/12/2006 |
Managing Director |
| 2. |
Mr. Raghvendra Venugopal Bang |
14/02/2013 |
Non-Executive Director |
| 3. |
Mrs. Vandana Brijgopal Bang |
31/07/2020 |
Whole Time Director |
| 4. |
Mr. Subrata Kumar Dey |
14/02/2013 |
Independent Director |
| 5. |
Ms. Swati Sahukara |
02/02/2015 |
Independent Director |
| 6. |
Mrs. Anuradha Shirish Paraskar |
15/02/2018 |
Independent Director |
| 7. |
Mr. Jaydas Dighe |
07/06/1997 |
Chief Financial Officer |
CHANGE IN DIRECTORS & KEY MANAGERIAL PERSONNEL
The following changes took place in the position of Key Managerial Personnel of your
Company during the financial year and till the date of signing of Directors report.
| Sr. No. |
Name |
Designation |
Date of Appointment/ Reappointment |
Date of Resignation |
| 1. |
Ms. Labdhi Shah |
Company Secretary |
16th March, 2021 |
09th April, 2022 |
| 2. |
Ms. Guru Simran Kaur Nopal |
Company Secretary |
16th August, 2022 |
29th October, 2022 |
| 3. |
Ms. Aishwarya Srivastava |
Company Secretary |
10th April, 2023 |
Not Applicable |
| 4. |
*Mr. Brijgopal Bang |
Managing Director |
01st December, 2022 |
- |
*Mr. Brijgopal Bang has been re-appointed as Managing Director of the Company by the
Board of Directors in their meeting held on 13th August, 2022 and the same has been
approved by the shareholders in their Annual General Meeting held on 30th September, 2022
for the further period of three years w.e.f 1st December, 2022.
The Board places on record its sincere appreciation for the services rendered by the
Ms. Guru Simran Kaur Nopal as Company Secretary & Compliance Officer.
None of the Directors of the Company is disqualified under Section 164(2) of the
Companies Act, 2013.
Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Raghvendra
Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer
himself for reappointment.
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on business policies and
strategies. The agenda for the Board Meetings includes detailed notes on the items to be
discussed to enable the Directors to take informed decisions.
During the year, five (05) Board meetings were held and the maximum interval between
any two meetings was not more than 120 days. The details of meetings of Board and
Committee(s) held during FY 2022-2023 are furnished in the Corporate Governance Report,
which forms a part of Annual report
COMMITEES OF THE BOARD OF DIRECTORS
During the year under review, the Company have 5 (five) Committees as mentioned below
and details with respect to the composition, charters and meeting held are given in detail
in the Corporate Governance Report forming part of this Annual Report:
> Audit Committee
> Nomination and Remuneration Committee
> Stakeholders Relationship Committee
> Corporate Social Responsibility Committee
> Executive Committee
The details of Composition of the above-mentioned Committees are given in the Corporate
Governance Report, which forms part of this report and also available on the Companys
website at https://www.banggroup.com/images/BOL_Composition_of_Committees1.pdf
During the year, all the recommendations made by the Audit Committee were accepted by
the Board.
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY
Your Board consists of eminent personalities with considerable professional expertise
and credentials in finance, law, accountancy and other related skills and fields. Their
wide experience and professional credentials help the Company for strategy formulation and
its implementation, thereby enabling its growth objectives.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary Declaration from Independent Director(s) of the
Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(LODR) Regulations, 2015 that the Independent Director(s) of the Company meet with the
criteria of Independence laid down in the Companies Act, 2013 and SEBI (LODR) Regulations,
2015 and they have complied with the Code for Independent Directors prescribed in Schedule
IV to the Act
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
We believe that a Board which is well familiarized with the Company and its affairs,
can contribute significantly to discharge their role effectively. The familiarization
Programme aim to provide insights into the Company to enable the Independent Directors to
understand its business in depth and contribute significantly to the Company. The details
of familiarization Programme attended by Independent Directors is available on the website
at
http://www.banggroup.com/images/Details_of_Familiarization_Programme_imparted_to_Independent_Directors.pdf
Your Company has familiarization programme for the Independent Directors with regard to
their roles, rights and responsibilities in your Company, nature of the industry in which
your Company operates, the business models of your Company etc. It aims to provide insight
to the Independent Directors to understand the business of your Company. The Independent
Directors are familiarised with their roles, rights and responsibilities.
The Board members are provided with necessary documents, reports and internal policies
to enable them to familiarise with your Companys procedures and practices Further, on an
ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are
regularly made to the Independent Directors on various matters inter-alia covering the
business strategies, management structure, management development, quarterly and annual
results, budgets, review of Internal Audit, risk management framework, operations of
subsidiaries and associates.
The Board of your Company are also regularly updated on changes in statutory provisions
like changes in Corporate Laws, SEBI Regulations, Taxation Laws and People related laws as
applicable at the quarterly Board meetings. The MD of the Company had quarterly sessions
with Board members sharing updates about the Companys business strategy, future prospects
and performance of the Company. These updates help the Board members in keeping abreast of
key changes and their impact on the Company which enable them to take well informed and
timely decisions.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board of your Company has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection, appointment & Remuneration of
Directors. The details are set out in the Corporate Governance Report, which forms part of
this report and also available on the Companys website at
https://www.banggroup.com/images/BOL_Nomination_and_Remuneration_Policy_-_Final.pdf
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY
Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code
of Conduct for its employees including the Managing Director and Executive Directors and
senior management. In addition, the Company has also adopted a Code of Conduct for its
Non-Executive Directors and Independent Directors. These Codes are available on the
Companys website at https://www.banggroup.com/investor-relations.
All Directors and members of Senior Management have, as on 31st March 2023, affirmed
their compliance with:
> Code of Conduct for Board of Directors and Senior Management
> Code for Independent Directors, as applicable.
> Code of Practices and Procedures for Fair Disclosure of UPSI
The Company has obtained a Certificate from the Managing Director regarding compliances
of the codes as stipulated above. The Certificate is annexed as Annexure B and
forms an integral part of this Report.
BOARD EVALUATION
The Board of Directors of your Company has carried out an annual evaluation of its own
performance and that of its Committees as well as performance of all the Directors
individually, including Independent Directors, Managing Director and Executive Directors
through a structured questionnaire covering various aspects of the Boards functioning,
Committee effectiveness, directors efficiency on individual basis, Corporate governance
etc.
The performance evaluation of the Directors and Committees was completed during the
year under review. The Independent Directors of the Company held one meeting during the
year on 14th February, 2023 without the presence of Non-Independent Directors and members
of the management to review the performance of Non-Independent Directors and the Board of
Directors as a whole.
The Board of Directors expressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. However, the Company has made investment in the
subsidiary Companies. The details of the investments made by company is given in the notes
to the financial statements.
RELATED PARTY TRANSACTIONS
During the year under review, all the contracts, arrangements or transactions entered
into/ by the Company with related parties were in ordinary course of business and on an
arms length basis. Prior omnibus approval from the Audit Committee has been obtained for
related party transactions (RPTs) which are of a repetitive nature and entered in the
Ordinary Course of Business and are at Arms Length basis. A statement on RPTs specifying
the details of the transactions, pursuant to each omnibus approval granted, has been
placed on quarterly basis for review by the Audit Committee. The Company has framed a
Policy on dealing with Related Party Transactions which can be accessed on Companys
website at the link http://www.banggroup.com/images/BOL Policy on Related Party
Transaction - Final.pdf
The policy intends to ensure that proper approval, reporting and disclosure processes
are in place for all transactions between the Company and its Related Parties.
The particulars of related party transactions are provided in the prescribed Form AOC-2
is annexed as Annexure C and forms an integral part of this Report.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES
Human resources have always been of supreme importance as they are the growth-drivers.
Your Company firmly believes that a well-planned HRM program that is tailored to your
organization and staff can actually improve your businesss bottom line. Our teams are
integral to our business. We have embraced a culture of excellence and meritocracy to
nurture our people. We believe in selecting the right talent, training them and instilling
in them the spirit of "Bangs". We focus on developing the most superior
workforce so that the organization and individual employees can accomplish their work
goals in service to customers. We aim also at achieving advance flexibility, innovation,
competitive advantage and improved business performance. We follow a performance measuring
tool like Balance Score Card (BSC) and Key Performance Indicators (KPI), applicable
depending on their position in the organization, by which periodical evaluation of the
employees performance is done based on their area of working. This also encourages them
to work hard and efficiently at all levels of work. As of March 31, 2023, the Company had
349 permanent employee
The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure D and forms an integral part of this
Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has
implemented several best corporate governance practices as prevalent globally.
Your Company has complied with the requirements of SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. In terms of
Regulation 34 & Schedule V of the SEBI (LODR) Regulations, 2015, a Report on Corporate
Governance along issued by Practicing Company Secretary is forms part of Annual Report. A
Report on Corporate Governance is attached with Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 attached in a
separate section forming part of the Annual Report.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the
Financial Year 2023-24 to the BSE Limited, National Stock Exchange of India Limited and to
the depositorys i.e. National Securities and Depositories Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) respectively
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5)
of the Companies Act, 2013 state that:
a) that in the preparation of the Annual Accounts for the year ended March 31, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
c) 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, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company is an equal opportunity employer and consciously strives to build a work
culture that promotes dignity of all employees and has zero tolerance for sexual
harassment at workplace. The Company has adopted a policy on prevention, prohibition and
Redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under. The Policy aims to provide protection to employees at workplace
and prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. All women employees (permanent, contractual, temporary, trainees)
are covered under the said policy.
Internal Complaints Committees (ICC) has also been constituted to redress complaints
received on sexual harassment. Every year awareness programs were conducted in the
Company.
During the year under review, the ICC has not received any complaint of sexual
harassment from the women employees of the Company and no complaint was pending at the end
of the year.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 and other applicable provisions, if any of
the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co.,
Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory
auditors of the Company for a period of five years by the members of the Company at 30th
Annual General Meeting up to the conclusion of 35th Annual General Meeting to be held in
the calendar year 2027.
M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of
account of the Company for the financial year ended March 31, 2023 and have issued the
Auditors Report thereon. There are no qualifications or reservation on adverse remarks or
disclaimers in the said report. The Report given by the Auditors on the financial
statement of the Company is part of this Annual Report.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors had appointed M/s. Kothari H. & Associates, Practicing
Company Secretary, in accordance with provisions of section 204 of the Companies Act, 2013
and Regulation 24A of the Listing Regulations, to conduct secretarial audit of the company
and its material subsidiary for the financial year 20222023.
Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure
E and forms an integral part of this Report. There are adverse remarks in the said
report.
Further, Pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 the
Annual Secretarial Compliance Report dated May 27, 2022 given by M/s. Kothari H. &
Associates, Practicing Company Secretary has been filed with the Stock Exchange.
DIRECTORS COMMENT ON SECRETARIAL AUDITORS ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT
Directors state that the management is continuously making necessary efforts to
maintain hundred percent of shareholding of promoter(s) and promoter group in
dematerialized form.
COST AUDITOR
The Company is not required to maintain cost records and conduct cost audit in
accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record
and Audit) Rules, 2014 as the business of the Company is not covered under the said rules
and limits.
REPORTING OF FRAUDS BY AUDITORS
During the year, neither the Statutory Auditor nor the Secretarial Auditor have
reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any
instance of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Boards Report
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31 March 2023 is available on the Companys website at
https://www.banggroup.com/investor-relations.
VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Companys Code of Conduct. The Policy provides for
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company have been denied access to the Audit Committee. The Policy is
available on the website of the Company at https://www.banggroup.com/investor-relations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is continuously striving towards conservation of energy across all its
units and has also earned foreign currency in Financial Year 2022-23 complete details with
regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure F and
forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
OTHER DISCLOSURES
> The Company was not required to transfer any amount to Investor Education and
Protection Fund under section 125 of the Act.
> No petition/ application has been admitted under Insolvency and Bankruptcy Code,
2016, by the National Company Law Tribunal.
ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation and gratitude for the valuable
support received from all the employees at all levels for their hard work, dedication and
commitment and look forward to their continued support and co-operation in future. Your
Directors also place on record their appreciation & gratitude for the support received
from their suppliers, distributors, retailers, vendors and others associates. Your
Directors express their sincere thanks to the Statutory Auditors, Secretarial Auditors,
Companys Bankers, Government, Regulatory Authorities and Stock Exchanges. Your Directors
express their appreciation and gratitude to all the shareholders/investors for the trust
and confidence reposed in the Company and look forward to their continued support and
participation in sustaining the growth of the Company in the coming years.
|
For and on behalf of the board of directors |
|
Sd/- |
|
Brijgopal Bang |
| Place: Mumbai |
Managing Director |
| Date: August 12, 2023 |
DIN:00112203 |
+91-9892691696
