Bansal Roofing Products Ltd Directors Report

BANSAL ROOFING PRODUCTS LIMITED

Regd. Office: 274/ 2, Samlaya Sherpura Road, Village: Pratapnagar, Taluka: Savli, Dist.: Vadodara – 391520, Gujarat, India

Tel. No.: 99250 60542 Email: cs@bansalroofing.Com Website: www.bansalroofing.com

CIN: L25206GJ2008PLC053761

To,

The Members

Bansal Roofing Products Limited

Your Directors have pleasure in presenting the 15^th Annual Report of the Company together with the Audited Annual Statements of Accounts showing the financial position of the Company prepared in compliance with Ind AS accounting standards, for the financial year ended March 31, 2023.

1. Financial Highlights

The Companys financial performance for the year under review along with previous years figures is given

here under:

(Amount in Lakhs)

Particulars	2022-23	2021-22
Total Revenue including Other Income	9,342.56	7,273.66
Profit before Finance cost, Deprecation & Taxes	708.07	589.43
(Less): Finance cost	(55.89)	(14.80)
(Less): Depreciation & Amortization Expenses	(94.04)	(45.64)
Profit before Exceptional Item & Taxes	558.14	529.00
(Less): Exceptional Item	-	-
Profit Before Taxes	558.14	529.00
(Less): Tax Expenses	(141.08)	(135.13)
Profit for the Year	417.06	393.86
Other Comprehensive Income	-	-
Total Comprehensive Income	417.06	393.86
Earning par share	3.16	2.99

All significant accounting policies and material transactions have been disclosed in notes to accounts in the financial statements as on 31^st March, 2023.

2. Performance Review

During the year under review the Company achieved a turnover of Rs 9,342.56 lakhs as compared to Rs 7,273.66 Lakhs in the previous year. The operating EBIDTA for the year is Rs 708.07 lakhs as against Rs

589.43 lakhs in the previous year. The Profit after Tax for the current year is Rs 417.06 lakhs against Rs

393.86 lakhs in the previous year. The percentage increase of above data is summarised as below:

Particulars	Percentage (%) increase
Revenue	28.44%
EBIDTA	20.12%
PAT	5.89%

3. Future Outlook

Factory Shed Construction of 2^nd phase is over and now we have total 80,000 sq. ft. covered shed for production of Pre- Engineering Building and Roofing products. Construction of Phase 3 has been started and

expected to over by end of the next financial year. After completion of 3^rd phase total covered space to produce and mange PEB and roofing products shall be 1,25,000 sq. ft. This space is good to produce 3,000 MT Per Month of PEB and Roofing Products. We have to invest in Machines i.e. Overhead cranes, Welding equipments, Shearing machine, Shot Blasting stations and other tools and tackles to achieve the target. Details on economic outlook, business overview and SWOT Analysis of the company is covered in the Management Discussion and Analysis Report.

4. Dividend

No Dividend was declared for the current financial year taking into consideration the resources needed for future expansion plans.

5. Reserves

The Company proposes to carry Rs. 417.06 Lakhs to reserves from net profits of Rs. 417.06 Lakhs. All the requirements as laid down in Companies Act, 2013 and rules made thereunder are complied with. Total reserve as on 31st March, 2023 is Rs. 1086.95 lakhs.

6. Share Capital

Authorised Share Capital

The Authorised Share Capital of your Company as on 31st March, 2023 stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Paid-up Share Capital

The paid-up equity share capital of the Company is Rs. 13,18,32,000/- (Rupees Thirteen Corer Eighteen Lakhs Thirty-Two Thousand Only) divided into 1,31,83,200 (One Corer thirty- One Lakhs Eighty-Three Thousand Two Hundred only) equity shares of Rs. 10/- each.

7. Certification ISO 9001:2015

Your Company has obtained the Quality Management Systems Certification ISO 9001:2015 for manufacture and supply of Pre-engineering Building and its allied products and the same is valid up to 27th June, 2024.

8. Credit Rating

CRISIL has provided your Company rating under CRISIL SME Grading. CRISIL SME Grading is an indicator of overall creditworthiness of an enterprise arrived at by analysing its operating and financial strength. The SME Grading is provided on an 8-point scale. Your company has been rated "SME 1" Grading which means Highest level of Creditworthiness.

9. Report of frauds

During the year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

10. Change In the Nature of Business

There was no change In the Nature of Business during the year under review.

11. Material Changes and Commitments affecting the financial Position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report.

There are no material changes and commitments affecting the financial position of the Company.

12. 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 or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future during the financial year 2022-23 or subsequent to the close of the financial year of the Company to which financial statement relates and the date of the report.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has in place, in all material respects, an adequate Internal Financial Controls and that such internal financial controls are adequate and operating effectively during the year 2022-23.

Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable Financial Statements.

The Audit Committee reviews report presented by the Internal Auditors. It maintains constant dialogue with Statutory and Internal Auditors to ensure that internal control systems are operating effectively.

14. Performance and financial position of each of the subsidiaries, associates and joint venture Companies

The Company has no Subsidiaries, Joint ventures or Associates.

15. Public Deposits

Your Company has neither invited nor accepted public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

16. Annual Return

The Annual Return as required under Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at web link/web address at https://www.bansalroofing.com/wp-content/uploads/2023/08/Form_MGT_7-1.pdf.

17. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed herewith as Annexure-A.

18. 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 crores in any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable to the company.

19. Board of Directors and Key Managerial Personnel

The constitution of the Board of Directors of the Company is in compliance with the provisions of Companies Act, 2013 and Rules thereto and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Details of Appointment/Re-appointment/ Resignation of Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013 and the applicable rules made thereof, Mrs Sangeeta K Gupta, Whole-Time Director of the Company retire by rotation at the 14th Annual General Meeting and being eligible have offered herself for reappointment.

Ms Bhavita D Gurjar has resigned from the post of the Independent Director of the Company w.e.f. 23^rd July, 2022 & the same was approved by Board of directors of the Company at the duly conveyed meeting on 4^th August, 2022.

Mrs Arpita T Shah was appointed as an Additional Director in the capacity of Independent Director by Board at the duly conveyed meeting of Board of Directors of the Company on 4^th August, 2022 & was appointed as Independent Director of the Company on the Board by the shareholders of the Company at the duly conveyed 14^th Annual General Meeting held on 15^th September, 2022 for a tenure of 5 years w.e.f. 4^th August, 2022 in terms of section 149(10) the Act.

There were no other changes in the Directors and Key Managerial Personnel during the financial year 2022- 23 except as mentioned above.

2. Statement on declaration given by independent directors under Section 149(6) of the Act

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

According to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

3. A statement with regard to integrity, expertise and experience of independent directors

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company appointed during the year possesses integrity, relevant expertise and experience required to best serve the interest of the Company.

4. Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. 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 its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

5. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the industry in which company operates. 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 industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors
• Business Development strategies & 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.
1. Meetings

During this year, four board meetings and four audit committee meetings were convened and held, the details of which are given in the Corporate Governance Report (Annexure – F) that forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [LODR].

2. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report. The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: https://www.bansalroofing.com/wp-content/uploads/2022/08/vigil- mechanisum-policy.pdf

3. Particulars of Loans given, Guarantee given, Investment made and securities provided by Company (Section 186)

The Company has not given any Loan or Guarantee or security or made any investment during the financial year.

4. Particulars of contracts or arrangements with related parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure - B in Form AOC-2.

5. Managerial Remuneration

Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure - C.

6. Auditors
• Statutory Auditors

M/s. Santlal Patel & Co., Chartered Accountants, were re-appointed as the Statutory Auditors of the Company to hold the office for a term of 5 years from the conclusion of the 11^th Annual General Meeting until the conclusion of 16^th Annual General Meeting of the Company to be held in the year 2024.

• Internal Auditors

M/s. V. J. Amin & Co., Chartered Accountants, Vadodara have been re-appointed as Internal Auditors of the Company in terms of Section 138 of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit Committee.

• Secretarial Auditor

Mr Devesh R. Desai, Practising Company Secretary, was appointed to conduct Secretarial Audit of the Company as per provisions of Section 204 of The Companies Act, 2013 and to issue Annual Secretarial Compliance certificate pursuant to Regulation 24A of LODR. The Secretarial Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as Annexure-D & E respectively.

• Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the

Auditors Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

1. Corporate Governance Report

The Company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirements set out by Securities & Exchange Board of India. The Report on corporate governance as stipulated under the Listing Regulations is annexed herewith as Annexure - F. The requisite certificate from Secretarial Auditors confirming compliance with the conditions of corporate governance is annexed herewith as Annexure - G.

2. Management Discussion and Analysis Report

The "Management Discussion and Analysis Report" highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns etc. is furnished separately vide Annexure-I and forms part of this Boards Report.

3. Risk management policy of the Company

The Company is not required to constitute risk management committee as provided in the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

4. Director Responsibility Statement

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

that:

1. In the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;
2. 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 31^st March, 2023 and of the profit of the Company for the year ended on that date;
3. The Directors have 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;
4. The Directors have prepared the annual accounts on a ‘going concern basis;
5. The Directors 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
6. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
1. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment of women at workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The following is the summary of sexual harassment complaints received and disposed of during the year:

1. No. of complaints received: NIL
2. No. of complaints disposed off: NIL
1. Audit Committee

The Audit Committee of the Board consists of Three directors and majority of the Directors are Non- Executive Independent Director. The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of SEBI (LODR) Regulations, 2015 and Section 177 of The Act and Rules framed thereunder.

The details relating to the same are given in the report on Corporate Governance (Annexure – F) forming part of this Report.

2. Nomination and Remuneration Policy

Your Company has adopted a Nomination and Remuneration Policy as required by Section 178 of The Companies Act 2013. The same can be accessed from this link https://www.bansalroofing.com/wp- content/uploads/2022/01/Nomination-and-Remuneration-Policy.pdf. The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section "Nomination and Remuneration Committee".

3. Nomination and Remuneration Committee

In compliance with Section 178 of the Companies Act 2013, Your Company has in place a "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 SEBI (LODR) and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report (Annexure – F) under the section "Committees of the Board".

4. Maintenance of Cost Records

The Company was required to maintain Cost Records as specified by the Central Government pursuant to Section 148(1) of the Act and the Company has made and maintained accounts and records accordingly.

5. Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

6. No application/ proceedings pending under IBC

Neither any application is made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in the regard.

7. Business Responsibility Report:

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31^st March, 2023. Therefore, there is no requirement to submit a separate report by the company.

8. Acknowledgement

The Directors take this opportunity to express their appreciation for the co-operation to all the suppliers and customers who have been associated with the Company as partners. The Directors would also like to take this opportunity to thank the financial institutions, banks, regulatory and government authorities as well as the shareholders for their continued co-operation and support. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company. We look forward to further support.

For and on Behalf of the Board Bansal Roofing Products Limited

Sd/-

Kaushalkumar S. Gupta Chairman & Managing Director DIN: 02140767

Date: 09/08/2023 Place: Vadodara