Bedmutha Industries Ltd Directors Report.

To the Members

BEDMUTHA INDUSTRIES LIMITED,

The Board of Directors presents the 27th Annual Report together with the Audited Financial Statements (Standalone and

Consolidated) for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS OF PERFORMANCE:

The financial performance of the Company for the year ended on 31 st March, 2017 is summarized as under:

(Amount in Rs Lakhs)

Particulars Standalone Consolidated
2016-17 2015-2016 2016-17 2015-2016
Income from Operations 69,865.68 50,038.57 69,865.68 50,054.17
Other Income 391.52 529.03 432.88 536.36
Profit before Finance Taxes Cost, Depreciation and 3,414.34 1,996.92 3,463.95 2,026.19
Less : Finance Cost 5,732.68 4,051.78 5,734.45 4,053.16
Profit/ (Loss) before Depreciation and Taxes (2,318.34) (2,054.86) (2,270.50) (2,026.98)
Less : Depreciation 2,911.34 2,054.17 2,919.70 2,062.98
Profit/ (Loss) Before Taxes (5,229.68) (4,109.04) (5,190.20) (4,089.95)
Less : Provision for Current Taxation - - 12.90 6.40
Less: Provision for Deferred Taxation - (116.49) 0.20 (117.42)
Less: Taxes in respect of earlier years - - 1.85 -
Profit/ (Loss) after Taxes (5,229.68) (3,992.55) (5,205.14) (3,978.93)
less: Minority Interest - - 11.10 6.16
add: Share in Profit / (Loss) of Associates - - (17.40) 4.13
Profit/(Loss)forthe (5,229.68) (3,992.55) (5,233.65) (3,980.96)

SUMMARY OF OPERATIONS/STATE OF THE COMPANYS AFFAIRS

During the year, the total revenue from Standalone operations of your Company increased by 39.62%, from Rs 500.39 Crores to Rs 698.66 Crores. The company has earned profit of Rs 34.14 crores before Finance Cost, depreciation and taxes but incurred loss of Rs 52.30 Crores after taxes as compared to previous year.

FINANCIAL PERFORMANCE OF SUBSIDIARY:

Our Company has one subsidiary i.e. M/s. Kamalasha Infrastructure and Enginnering Private Limited (CIN:

U45200MH2007PTC167532). The financial performance of the subsidiary is as under:

(Rs In Lakhs)
Particulars 2016-17 2015-16
Income from Operations 637.07 254.75
Other Income 41.36 70.51
Profit before Finance Taxes Cost, Depreciation and 49.61 92.44
Less : Finance Cost 1.77 64.56
Profit/ (Loss) before Depreciation and Taxes 47.84 27.89
Less : Depreciation 8.36 8.80
Profit/ (Loss) Before Taxes 39.48 19.08
Less : Provision for Current Taxation 12.90 6.40
Less: Provision for Deferred Taxation 0.20 (0.93)
Less: Taxes in respect of earlier years 1.85 0.00
Profit/ (Loss) after Taxes 24.54 13.62

During the financial year 2016-17, the Company earned revenue from operations of Rs 637.07 Lakhs against the previous year income of Rs 254.75 LakhsandachievedaProfitBefore Tax of ofRs 39.48 Lakhs against the profit Rs 19.08 Lakhs and Net Profit after tax ofRs 24.54 Lakhs against the Net Profit ofRs 13.62 Lakhs of the previous year respectively.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. The summarized consolidated results are given alongside the financial results of your Company.

AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year 2016-17 on account of loss incurred by the company.

BUSINESS REVIEW:

The Financial Year ended 31st March, 2017,has been tough as previous few years, our Nardana project is green field project and is in ramp-up phase and has not been able to operate at its full capability on account of poor economic situation in the country, thus not able to generate sufficientcashflowto mitigate its financial repayment sees a major cash flow mismatch for coming two years, due to this we will be forced to approach the lenders with our corrective action plan to restructure our repayment liability to match the current cash flows.

The value added lines of tyre beed and part of wire rope could not be started due to non-release of sanctioned funds by some consortium bankers.

During the F.Y. 2016-17, we have obtained all major certifications for wire rope products which will help to market the product easily, now onwards.

We have initiated number of steps, to consolidate the business and trying to sail through the bad patch in the overall global economy.

With above in background the financial details for theFinancial Year 2016-17 are presented above.

CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year ended 31st March, 2017, however the Company has altered the object clause of the Memorandum of Association of the Company by passing the resolution through postal ballot on 15th April, 2016, for expansion of its business activities which can be advantageously combined with the existing business of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2017 was Rs 24,53,16,110. During the year under review, the Company has allotted 20,00,000 (Twenty Lakh) Equity Shares of Rs 10/- each at a premium of Rs 5.50 on 11th July, 2016 and 15,00,000 (Fifteen Lakh) Equity Shares of Rs 10/- each at a premium of Rs 5.50 on 06th September, 2016, to the ‘Promoter and Promoter Group on a preferential basis pursuant to Conversion of warrants into Equity Shares. Hence, the paid up Equity Share Capital of the Company has been increased from Rs 21,03,16,110 to Rs 24,53,16,110. The Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

DEPOSITS

During the year 2016-17, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRY SCENARIO

Indias economic growth is contingent upon the growth of the Indian steel industry. Consumption of steel is taken to be an indicator of economic development. While steel continues to have a stronghold in traditional sectors such as construction, housing and ground transportation, special steels are increasingly being used in engineering industries such as power generation, petrochemicals and fertilizers. India occupies a central position on the global steel map, with the establishment of new state-of-the-art steel mills, acquisition of global scale capacities by players, continuous modernization and up gradation of older plants, improving energy efficiency and backward integration into global raw material sources.

Steel industry derives its demand from other important sectors like infrastructure, aviation, engineering, construction, automobile, pipes and tubes etc. With the Indian economy poised for its next wave of growth under the reforms being unleashed in the last one year, there lies tremendous opportunity for the Indian steel industry to prosper and grow exponentially.

During the year there is sharp increase in coking coal costs hurt the near term margins of Indian steel companies due to the lag effect in transition of increased cost to higher steel prices. However, it is said that, the steel prices are improving globally and it is expected that margins will normalize soon. However, domestic steel makers have increased volumes by 12% YOY by substituting imports and higher exports. Lower imports have helped volumes, but the increase in import offers from China has helped companies to raise their prices.

The impact of GST on the prices of the product which was implemented with effect from July 1, 2017, is largely expected to be neutral on the steel sector. While Pre-GST, rates on steel are at 18.1%, the GST rates have been kept at 18%. Hence the impact will be largely similar to the effective rate based on prevailing excise duty and VAT rate, both of which would be subsumed under the GST going forward.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given in Annexure 1 forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details of top ten employees and the names of other employees drawing the remuneration in excess of the limits set out in the said rules are provided in Annexure 2 of the Boards Report.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in Annexure 2 of the Boards Report.

MANAGERIAL REMUNERATION

In accordance with Section 178 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 issued thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board of Directors at their meeting held on 12th February, 2015 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in MGT – 9 which also forms part of this Report and is also available on the website of your Company www.bedmutha.com.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Pursuant to Section 129(3) of the Companies Act, 2013, the Balance sheet as on March 31, 2017 and the Statement of

Profit And Loss for the year ended on that date of Subsidiary Company,M/s. Kamalasha Infrastructure and Engineering Private Limited is attached to this report. However, the financial information of Subsidiary Company is disclosed in the Annual Report in compliance with this section. The consolidated financial statements presented by the Company include the financial result of its Subsidiary Company.

The company has one associate company named as "Ashoka Pre-con Pvt. Ltd."

The Statement in form AOC-1 containing salient features of the financial statements of Companys Subsidiaries and associates is attached as Annexure 3 to the financial statements of the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no order has been passed by the regulators or courts or tribunals against the Company or any Directors, Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the Financial Year 2016-17 with related parties are in compliance with the applicable provisions of the Act, Rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company had not entered into anymateriallysignificantrelated party transactions with

Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationships or transactions vis--vis the Company.

All Related Party Transactions are placed before the Audit Committee and the Board of Directors for their approval. The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website ( www.bedmutha.com ).

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Boards 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also implemented several best Corporate Governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report. The requisite of the Company confirming compliance with the conditions of Corporate Governance is certificate attached to the report on Corporate Governance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has 8 (Eight) Directors consisting of 4 (Four) Independent Directors, and 4 (Four) Executive Directors comprising of two Whole Time Directors and two Managing Directors, however, Mrs. Vinita

Vedmutha, resigned from the post of Whole-Time Director and continue as Senior Chief Executive Officeof the Company w.e.f.14th August, 2017.

The Board of Directors at its meeting held on 14th August, 2017, redesignated Mr. K.R. Bedmutha from Whole-Time Director liable to retire by rotation to Whole-Time Director, not liable to retire by rotation Mr. Ajay Kachardas Vedmutha (DIN: 01726879), Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offered himself for re-appointment. Your Directors recommend his re-appointment.

The brief resume of the Director seeking appointment or re-appointment and other related information under Regulation 36 of the SEBI (LODR) Regulations, 2015 and Secretarial Standard -2 (SS-2) has been provided in the Notice convening 27th Annual General Meeting.

During the year, Mr. Alok Singh resigned from the post of Company Secretary and Compliance Officer of the Company and upon his resignation Mr. Prashant Paradkar was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 14th November, 2016.

Presently, Mr. Vijay Vedmutha, Managing Director Mr. Ajay Vedmutha– Joint Managing Director and Chief Financial

Officer, Ms. Vinita Ajay Vedmutha, Chief Executive Officer and Mr. Prashant Paradkar, Company Secretary are the Key

Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher values. Further, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

According to Regulations 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on 9th February, 2017 wherein the performance of the non-independent directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the Companys strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

NUMBER OF BOARD MEETING:

The meeting of the Board of Directors was held 4 (four) times during the Financial Year 2016-2017 and the intervening gap between any two succeeding meetings was not more than 120 days as prescribed under Section 173 of the Companies Act, 2013. Your Company has complied with the provisions of Chapter XII – Meetings of Board and its Powers, of the Companies Act, 2013 with respect to meetings of the Board. The details regarding the Board meeting and the attendance of the Directors present in such meeting is annexed to the Corporate Governance Report.

COMMITTEES OF THE COMPANY: Audit Committee:

The Board has properly constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which consists of the following members viz.:

Name of Member Designation Category
Mr. Narayan Kadu Chairman Independent Director
Mrs. Vandana Sonwanye Member Independent Director
Mr. Vijay Vedmutha Member Executive Director (Managing Director)
Mr. V. B. Joshi Member Independent Director

The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any one complainant to have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Companys website i.e., http:// www.bedmutha.com Nomination and Remuneration Committee:

The Board of Directors has constituted the Nomination and Remuneration Committee in accordance with the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which comprises of the following members viz.:

Name of Member Designation Category
Mr. Narayan Kadu Chairman Independent Director
Mrs. Vandana Sonwaney Member Independent Director
Mr. V. B. Joshi Member Independent Director

The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria for Their Performance Evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company. (www. bedmutha.com)

Stakeholder Relationship Committee:

The Board of Directors has constituted Stakeholders Relationship Committee in accordance of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Corporate Social Responsibility Committee (CSR)

As per 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 any financial year shall constitute the CSR Committee.

Considering the above threshold limit specified above, the Company is not required to constitute the CSR Committee

RISK MANAGEMENT POLICY:

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Companys website. (www.bedmutha.com) The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation

The Company has identified various risks faced by the Company from different areas. As required under Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company has appointed M/s. Swati Ware & Co., Chartered Accountant as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self-discovery of issues provides the management an ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

Further your Company has initiated ERP implementation at Sinnar Plant. The purpose for ERP implementation is to make system more transparent and efficient data with accountability and real time availability of information to the management. These measures will benefit the organization in optimum utilization of its resources and building stronger and more automated internal control mechanism.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

The loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

STATUTORY AUDITORS:

M/s. Patil Hiran Jajoo & Co., Chartered Accountants [Firm Registration No. 120117W], Nashik, has been the Statutory Auditors of the Company since 2014 and has completed a term of Three Years. Their term as auditors is upto the conclusion of the ensuing Annual General Meeting. In accordance with the provisions of Section 139 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Mr. A. D. Kulkarni (ICAI Membership No. 049739), partner of M/s. A. D. Kulkarni & Co., Chartered Accountants ,Jalgaon (Firm Registration No. 115959) are proposed to be appointed as Statutory Auditors for the first term of 5 consecutive years commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting for the Financial Year 2021-22, subject to ratification of their appointment at every AGM, if so required under the Act.

The Company has received a written consentand certificatestating that they satisfy the criteria provided under Section

141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if approved, shall be in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder. As required under Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, M/s. A. D. Kulkarni & Co.,Chartered Accountants, (Firm Registration No. 115959) have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

INTERNAL AUDITORS

M/s. Swati Ware & Co., Chartered Accountants, is the Internal Auditors of the Company and their reports are reviewed by the Audit Committee on periodical basis.

AUDITORS REPORT:

The Auditors Reports on standalone (SFS) and consolidated financial statements (CFS) for the financial year 2016-17 do not contain any qualification, reservation or adverse remark.

During the year under review, there were no frauds reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

COST AUDITORS:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s. Ravindra Keshav Deodhar, Cost Accountants (Firm Registration No.:- 102138) to conduct the cost audit of the Company for the financial year 2017-18. The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and the Rules made there under, Mr. Ved Prakash, Designated Partner of M/s. S.

Anantha & Ved LLP (LLPIN: AAH-8229) had been appointed as the Secretarial Auditors of the Company for the financial year 2016-17.

The Secretarial Audit Report given by Mr. Ved Prakash, Practicing Company Secretary in form MR-3 is given in Annexure 6 forming part of the Boards Report. The Secretarial Audit Report contain an observation with respect to the letter received from NSE asking clarification with respect to the change in promoter holding under the shareholding pattern filed by the Company for the Quarter ended 31st March, 2017 in respect of which due reply has been made by the Company and has also proposed to reclassify the shareholding pattern under Regulation 31A of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, to reflect the correctness in the shareholding pattern of the Company between Promoters and Public.

EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of annual return in the form of MGT-9 is annexed as Annexure 7 to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that: (i) In the preparation of the Annual accounts for the year ended 31st March 2017, the applicable accounting standards have been followed along with proper explanation related to material departure(s), if any; (ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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, 2017 and of the loss of the Company for the year ended on that date.

(iii) The Directors 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; (iv) The Directors have prepared the annual accounts on a ‘going concern basis,

(v) The Directors of the Company 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

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES :

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo mentioned under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure 8 to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2016-17, no complaints were received regarding sexual harassment.

CAUTIONARY STATEMENT:

Statement in the Directors report and the Management Discussion and Analysis describing the companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Companys valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors
BEDMUTHA INDUSTRIES LIMITED
sd/-
K. R. Bedmutha
Date: 14thAugust 2017. Chairman
Place: Sinnar DIN: 01724420