Bansal Multiflex Ltd Directors Report.

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)