Bansal Roofing Products Ltd Directors Report.

To,

The Members

Bansal Roofing Products Limited

3/2, Labdhi Indu. Estate, Acid Mill Compound, Ranmukteshwar Road, Pratapnagar, Vadodara- 390004, Gujarat

Your Directors are pleased to present their Eleventh Boards Report with the Audited Financial statements for the year ended on 31st March, 2019.

1. Financial summary or highlights of performance of the Company

(Amount in Rs.)

Particulars 2018-19 2017-18
Total Revenue including Other Income 44,47,01,719.06 32,72,70,463.60
Profit before Finance cost, Deprecation & Taxes 3,42,28,377.07 2,08,22,516.94
(Less): Finance cost (7,36,485.09) (24,65,431.49)
(Less): Depreciation & Amortization Expenses (31,06,415.27) (25,25,953.19)
Profit before prior period item & Taxes 3,03,85,476.71 1,58,31,132.26
(Less): Exceptional & Extra-ordinary Item (16,42,799.35) (12,41,307.00)
Profit Before Taxes 2,87,42,677.36 1,45,89,825.26
(Less): Tax Expenses (83,61,064.00) (37,89,590.12)
Profit for the Year 2,03,81,613.36 1,08,00,235.14
Profit available for appropriation 5,58,50,351.60 3,71,16,655.24
Balance carried to balance sheet 5,58,50,351.60 3,71,16,655.24
Paid up Capital 3,29,58,000.00 3,29,58,000.00
Reserves & Surplus 9,14,22,351.60 7,26,88,655.24

All significant accounting policies and material transactions have been disclosed in notes on accounts to the financial statements on 31st March, 2019.

2. Certification ISO 9001:2015

Your Company has obtained the quality management systems certifications ISO 9001:2015 for manufacture and supply of Pre-engineering Building and its Allied products.

3. Dividend

Based on the performance of your Company, the Board, at its meeting held on 11th May, 2019 recommended a Dividend of Re. 1 (rupee one) per equity share for the Financial Year ended 31st March, 2019. The proposal is subject to the approval of shareholders of the Company at the General Meeting to be held on Friday, 30th August, 2019. The total dividend for current year is Rs. 32,95,800. The Dividend, if declared by the members at the forthcoming Annual General Meeting, will be paid to all those beneficial owners holding the shares in electronic form as per the beneficial ownership made available to the Company by National Securities Depository Limited (NSDL) and the Central Depository Services of India Limited (CDSL) as on Record Date of 20th August, 2019.

4. Reserves

The Company proposes to carry Rs. 2,03,81,613.36 to the retained earnings from net profits of Rs. 2,03,81,613.36. All the requirements as laid down in Companies Act, 2013 and rules made thereunder are complied with.

5. State of Companys Affairs

Your Company has achieved the Total Turnover of Rs. 44,47,01,719.06 during Financial Year 2018-19 as against the Turnover of 2017-18 Rs. 32,72,70,463.60 showing an increase of 35.88% over the Previous Year. The management puts continuous efforts to increase the operational efficiency and turnover. Similarly, the Net Profit of your Company during Financial Year 2018-19 is Rs. 2,03,81,613.36 as against the Net Profit of 2017-18 Rs. 1,08,00,235.14 showing hick of 88.71% over the Previous Year.

6. Change in Nature of Business

There was no change in nature of business during the year under review.

7. Material Changes and Commitments Between the Date of The Balance sheet and The Date of The Report:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the Company.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future

No significant and Material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future during the financial year and or subsequent to the close of the financial year of the Company to which financial statement relates and the date of the report.

9. Details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has in place adequate and effective Internal Financial control with reference to Financial Statements

10. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate Companies during the year along with reasons therefore

The Company has no subsidiaries, Joint ventures or associate so there is no question of become or caseation have been arises.

11. Deposits

Except the exempted deposits, the Company has neither accepted nor renewed any deposits within the meaning of Companies (Acceptance of Deposits) Rules, 2014.

12. Share Capital

The Paid-up Equity Share Capital of your Company as on 31st March, 2019 was Rs. 3 crores comprising of 3295800 Equity Shares of Rs. 10 each. Your Company has not issued any Equity Shares during the Financial Year 2018-19.

13. Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of companies (Management and Administration) Rules, 2014, the extract of Annual Return in the prescribed from i.e. Form MGT-9 is annexed herewith as "Annexure I", which form part of annual report.

14 . Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

(a) Conservation of energy:

Steps taken/ impact on Conservation of energy, with special reference to the following:

1. Steps taken by the Company for utilizing alternate sources of energy including waste generated The Company has set up a Solar plant at factory in the Financial Year 16-17 in order to generate and use the electricity in the Factory. It has also installed bio filter waste treatment plant which is used to recycle the water and use the same in our factory.

2. Capital Investment on energy conversion equipments N.A.

(b) Technology Absorption:

1. Efforts in brief made towards technology absorption N.A.

2. Benefits derived as a result of the above efforts, for e.g., products improvement, cost reduction, product development, import substitution, etc, N.A.

3. No technology was imported during the last 3 years N.A.

4. Expenditure incurred on Research and Development N.A.

(c) Foreign exchange Earnings and Outgo:

PARTICULARS AMOUNT
(Rs. In lacs)
Foreign Exchange earned in terms of actual Inflows during the year 36.82
Foreign Exchange outgo during the year in terms of actual Outflows 0.17

15. Corporate Social Responsibility (CSR)

Since the Companys net worth does not exceed Rs. 500 crores or Companys turnover does not exceed Rs. 1000 crores or the Companys net profit does not exceed Rs. 5 crore any financial year, hence the provisions of section 135 of the Companies Act, 2013 are not applicable.

16. Directors Appointment & Remuneration

The Nomination and Remuneration Committee has laid down the criteria for Directors Appointment and Remuneration including criteria for determining qualification, positive attributes and Independence of Director. The following attribute/criteria for selection have been laid by the board on the recommendation of committee:

1. The candidate should possess the positive attributes such as leadership, entrepreneurship or such other attributes which in the opinion of the committee are in the interest of the Company.

2. The candidate should be free from any disqualification as provided under sections 164 and 167 of Companies Act, 2013

3. The candidate should meet the conditions of being independent as stipulated under the companies act, 2013

4. The appointment or re- appointment of a Director is made pursuant to an established procedure which includes assessment of managerial skills, professional behaviour, technical skills and other requirements as may be required by the post.

5. The Executive and Whole-time Directors of the Company are paid remuneration as per their terms and conditions which are approved by the Board after taking into consideration the recommendations made by Nomination and Remuneration Committee.

17. Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its committee and Individual Directors which include criteria for performance evaluation of Executive and Non-Executive Directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individuals as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

18. Number of Meetings of Board of Directors

The Board of Directors met four Times (4) in the Board Meeting held during the F.Y. 2018-19.

Name of Director Category / Designation of Director Number of Meeting Attended
Mr. Kaushalkumar S. Gupta Chairman and Managing Director 4/4
Mrs. Sangeeta K. Gupta Whole Time Director 4/4
Mr. Satishkumar S. Gupta Whole Time Director 4/4
Mrs. Beena P. Bisht Non-Executive Independent Director 4/4
Mrs. Shilpa A. Jadeja Non-Executive Independent Director 4/4
Ms. Bhavita D. Gurjar Non-Executive Independent Director 4/4

19. Audit Committee and Its Meetings

The Audit Committee comprise of three directors out of which majority directors are Independent Directors. The Audit Committee met Four Times (4) during the F.Y. 2018-19.

Name of Director Category / Designation of Number of Meeting Attended
Director
Ms. Bhavita D. Gurjar Chairman 4/4
Mrs. Beena P. Bisht Member 4/4
Mr. Satishkumar S. Gupta Member 4/4

20 . Nomination and Remuneration Committee and Its Meetings

The Nomination and Remuneration Committee comprise of three directors all of whom are Non-Executive Independent Directors. The Nomination and Remuneration Committee met twice during the F.Y. 2018-19.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Shilpa A. Jadeja Chairman 2/2
Mrs. Beena P. Bisht Member 2/2
Ms. Bhavita D. Gurjar Member 2/2

21. Stakeholders Relationship Committee and Its Meetings

The Stakeholders Relationship Committee comprise of three Directors majority of whom are Non-Executive Independent Directors. The Stakeholders Relationship Committee met four times during the F.Y. 2018-19.

Name of Director Category / Designation of Director Number of Meeting Attended
Mrs. Beena P. Bisht Chairman 4/4
Mrs. Shilpa A. Jadeja Member 4/4
Mr. Kaushalkumar S. Gupta Member 4/4

22. Annual General Meetings

Details of last three AGM of Companys are as under:

Sr. No. AGM No. Date Place
1. Tenth 21/08/2018 Hotel Express Residency, 18/19, Alkapuri Society, Dr. Rustom Cama Marg, Vadodara
2. Ninth 18/08/2017 Hotel Express Residency, 18/19, Alkapuri Society, Dr. Rustom Cama Marg, Vadodara
3. Eighth 12/09/2016 Hotel Express Towers, Alkapuri, Vadodara

23. Details of Establishment of Vigil Mechanism for Directors and Employees:

The Company has framed a Whistle Blower Policy in terms of Listing Agreement and the same may be accessed on the Companys website.

24. Loan, Guarantee and Investment by Company (Section 186)

The Company has not given any Loan or Guarantee or security during the financial year but the Company has made investment of its surplus fund to Mutual Fund Account within the limit specified under section 186 of the Companies Act, 2013.

25. Auditors

Statutory Auditor:

M/s. Santlal Patel & Co., Chartered Accountants, bearing FRN - 113888W the Companys Statutory Auditor of the Company, hold the office in accordance with the provision of the act and whose tenure is going to end at this Annual General Meeting, being eligible for Re- appointment subject to the approval of members at AGM, for further tenure of next Five years as required under the provision of Section 139 of Companies Act, 2013 from the conclusion of this Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the Company at a remuneration as may be decided by the board.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation and adverse remark.

Internal Auditor:

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has re-appointed M/s V.M. Dalal & Associates., Chartered Accountants, Vadodara (FRN- 145595W) as an Internal Auditor of the Company for the Financial Year 2019-20 by the Board of Directors, upon recommendation of the Audit committee.

Secretarial Auditor:

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed M/s. D. R. Desai & Co., Practicing Company Secretary, Vadodara bearing FRN- 11332 to undertake the Secretarial Audit of the Company for the Financial Year 2018-19.

The Secretarial Auditor has submitted his report on Secretarial Audit conducted by him which is annexed to this report as "ANNEXURE- II. There is no qualification, reservation or adverse remark in the secretarial report submitted by the auditor.

26. Related Parties Transaction

During the year under review, all the related party transactions were in the ordinary course of the business and on arms length basis. Those transactions were placed before the Audit committee of Directors for prior approval in the form of omnibus approval as provided in SEBI (LODR) Regulation.

Related party transactions under Accounting Standard 18 are disclosed in the notes to the financial statement and also mentioned in Annexure Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) rules, 2014, attached as ‘ANNEXURE-III, to this report.

27. Maintenance of Cost Record

As per the audited balance sheet of the Company, turnover of the Company during the financial year 2018-19 exceeds 35 crores so, maintenance of cost record is applicable to the Company. But with reference to the Rule 3 of Companies (Cost Record and Audit) Rules, 2014, maintenance of cost record is not applicable to the Companies covered under Micro and Small enterprise as per MSMED Act, 2006.

28. Corporate Governance Report

Corporate Governance provisions are not applicable to your Company pursuant to Chapter IV (OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

29. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, form part of this report. It deals with the business operations and Financial performance, Research and Development Expansion & Diversification, Risk Management, etc,.. is enclosed as per "Annexure IV".

30. Risk Management Policy

The Management has put in place adequate and effective system and man power for the purpose of Risk Management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

31. Director Responsibility Statement

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors here by confirm that:

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

II. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting the fraud and irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis.

V. The Directors, in case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

VI. The Directors had devised the proper system to ensure the compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the chairman of the committee.

33. Declaration by Independent Director

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in section 149(6) as well as under regulation 25 of (LODR) Regulation, 2015. There has be no change in the circumstances which may affect their status as Independent Director during the year.

34. Directors or Key Managerial Personnel Appointment & Resignation

Mrs. Sangeeta K. Gupta was re-appointed as a Retiring Director by the members at their 10th Annual General Meeting held on 21st August, 2018. There was no other changes in the Directors and Key Managerial Personnel during the Financial Year 2018-19.

35. Revision of Financial Statements or Boards Report

The Company has not made any modification or alteration in its Financial Statement / Boards Report in respect of last Four Years.

36. Disclosure Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the

Companies (Appointment & Remuneration) Rules, 2014

Sr. No.

Particulars

1. the ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year

Name of Directors

Ratio:
Mr. Kaushalkumar S. Gupta 15.62:1
Mrs. Sangeeta K. Gupta 1.32:1
2. Percentage increase in Remuneration of each director, chief financial change officer, chief executive officer, company secretary or manager, if any* M.D. W.T.D. C.S.** CFO
18.75% No 4.78% 16.63%
3. Percentage increase in the median remuneration of employees in the financial year 3.42%
4. Number of permanent employees on the rolls of Company 29
5. Average Percentile increase already made in the salaries of employees other than managerial personnel in last financial year and Its comparison with percentile increase in managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration. Average percentile
Increase already made in salaries of employees other then managerial personnel in the last financial year was 7.54% and average percentile increase in remuneration of managerial personnel was 17.05%. Average increase in remuneration of both managerial and non-managerial personnel were determined based on the overall performance of the Company.
6. Affirmation It is affirmed that remuneration is as per the Nomination & Remuneration policy of the Company

* the remuneration of each KMPs are taken on gross basis.

** CS Remuneration for 2017-18 includes remuneration of Ms. Krupali Joshi - 5 months (April to August) and Ms. Archi Shah - 7 Months (September to March).

Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employee is in receipt of the remuneration exceeding the limits specified in Rule 5(2).

It hereby affirms that the remuneration is as per the remuneration policy of the Company.

36. Disclosure Pursuant to Section 197(14) of The Companies Act, 2013

No Managing Director or Whole- Time Director of the Company was in receipt of any remuneration or commission from the Companys Holding or Subsidiary companies during the financial year.

37. Performance and Financial Position of Each of the Subsidiaries, Associates and Joint Venture Companies

There are no Subsidiaries, Associates and Joint Venture of the Company.

38. Directors Training

The Directors are regularly informed during the meetings of the Board and the Committees, the activities of the Company, its operations and issues facing the metal industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the metal industry, their training and familiarization were conducted in the below mentioned areas:

The Roles, Rights, Responsibilities and Duties of Independent Directors

Business Development strategy & plans

Changes brought in by the introduction of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

Changes in Securities and Exchange Board of India (Listing obligations and Disclosures Requirements) Regulations, 2015

39. Audit Committee

The audit committee of the Company comprises of three Directors majority of which are Non-Executive Independent Directors.

The composition, Role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of the Securities Exchange Board of India (Listing obligations and Disclosures Requirement), Regulations 2015 and section 177 of the Companies Act, 2013 and rules framed there under.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendation made by the Audit Committee were accepted by the Board. The Company has in place vigil mechanism; the details of which are available on the Companys website.

40. Nomination and Remuneration Committee

In compliance with section 178 of the Companies Act, 2013, your Company has in place ‘Nomination and Remuneration Committee". The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under regulation 19 of Securities and Exchange Board of India (Listing obligation and Disclosure Requirement) Regulations, 2015 and section 178 of Companies Act, 2013 and Rules and Regulations framed thereunder, besides other terms as may be referred by the Board of Directors.

41. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledge the assistance and co-operation received from the State Bank of India, HDFC Bank, YES Bank and all other statutory and non-statutory agencies for their co-operation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company. The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

For and on Behalf of the Board

Bansal Roofing Products Limited

Kaushalkumar S. Gupta

Chairman & Managing Director DIN: 02140767

Place: Vadodara Date: 24/07/2019