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
The Directors are pleased to present the 17th Annual Report detailing
the Business & Operations of your Company Bansal Roofing Products Limited ("the
Company") along with the Audited Financial
Statements for the year ended March 31, 2025.
This report read with the Corporate Governance Report, Management
Discussion and Analysis Report & Financial Statements of the Company shall convey the
organization structure, its Business Outlook & the performance of the Company.
The Annual Report is available on the website of the Company
www.bansalroofing.com
1. Financial Highlights
The Company's financial performance for the year under review
along with previous year's figures is given here under:
(Amount in Lakhs)
| Particulars |
2024-25 |
2023-24 |
| Total Revenue including other Income |
9675.29 |
10,578.82 |
| Profit before Finance cost, Depreciation & Taxes |
930.40 |
665.86 |
| (Less): Finance cost |
(39.62) |
(58.27) |
| (Less): Depreciation & Amortization Expenses |
(147.56) |
(127.91) |
| Profit before Exceptional Item & Taxes |
743.22 |
479.68 |
| (Less): Exceptional Item |
- |
- |
| Profit Before Taxes |
743.22 |
479.68 |
| (Less): Tax Expenses |
(189.41) |
(125.11) |
| Profit for the Year |
553.81 |
354.57 |
| Other Comprehensive Income |
(0.66) |
0.66 |
| Total Comprehensive Income |
553.15 |
355.23 |
| Earnings per Share |
4.20 |
2.69 |
All significant accounting policies and in the financial statements as
on March 31, 2025.
2. Performance Highlights
During the year under review, the Company achieved a turnover of
9,675.29 lakhs as against 10,578.82 lakhs in the previous year. Despite a marginal decline
in revenue, the Company reported a significant ency,effici effective cost nal improvement
in profitability due fr management,andhighercontribution -added products.
The operating EBITDA stood at 930.40 lakhs compared to 665.86 lakhs in
the previous year, reflecting a growth of 39.66%. Profit After Tax (PAT) increased
substantially to 553.15 lakhs from 355.23 lakhs in the previous year, marking a 55.67%
growth. This improvement demonstrates the Company's ability to enhance margins and
profitability even in a year of moderated turnover.
The year-on-year changes in key financial metrics are summarized below:
| Particulars |
Percentage (%) increase |
| Revenue |
-8.53 % |
| EBIDTA |
39.66 % |
| PAT |
55.67 % |
3. Future Outlook
The fiscal year 2024-25 witnessed significant progress in our expansion
journey. Phase 3 construction was successfully completed in August 2024, providing an
additional covered area of approximately 46,500 sq ft and enhancing our pre-engineered
building (PEB) production capacity to 800 MT*. In response to immediate operational
requirements, Phase 4 was constructed using lighter steel sections to expedite completion
and optimize costs, adding approximately 17,000 sq ft of covered space for raw material
storage.
Looking ahead, the management has initiatedplans tore-construct Phase 4
with the originally planned heavy steel sections and simultaneously commence Phase 5,
which will include an approximately 15,000 sq ft dedicated exclusively to painting PEB
structures. Upon completion, these expansions will increase our total constructed shed
area to nearly 155,000 sq ft, enabling production capacity of up to 1,000 MT* of PEB. This
strategic expansion, with an estimated additional outlay of around 2 crores, positions
Bansal Roofing Products Ltd. for enhanced operational efficiency and sustainable growth in
the coming years.
*(Capacity is based on 2 shifts of8 hours each)
4. Dividend
Pursuant to the Requirements of Regulation 43A of the SEBI (Listing
Obligations & Disclosure
Requirements) Regulations, 2015 (‘the Listing Regulations'),
as amended from time to time, the
Company has formulated its Dividend Distribution Policy (DDP), the
details of which are available on the Company's website at
https://www.bansalroofing.com/other-policies/ . Considering the financial results and the
performance of the Company during the year under review, as compared to the previous year
the Board of Directors is pleased to recommend a dividend of Rs. 1/- per equity share of
Rs. 10/- each for the Financial Year 2024-25. This dividend amounting to Rs. 131.83 lakhs
is payable after approval by the Shareholders at the ensuing Annual General Meeting (AGM)
and you are requested to declare the same.
5. Reserves
The Company has not proposed any amount to be transferred to the
General Reserve.
6. Share Capital
Authorised Share Capital
The Authorised Share Capital of the Company as on March 31, 2025 stood
at Rs. 15,00,00,000/- (Rupees Fifteen Crores 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 Crore Eighteen Lakhs Thirty-Two Thousand Only) divided into 1,31,83,200
(One Crore Thirty-One Lakhs Eighty-Three Thousand Two Hundred only) equity shares of Rs.
10/- each.
During the year, the Board of Directors of the Company has not allotted
any equity shares under review: a. Buy Back of Securities: The Company has not bought back
any of its securities during the year under review. b. Sweat Equity: The Company has not
issued any Sweat Equity Shares during the year under review. c. Bonus Shares: The Company
has not issued any Bonus Shares during the year under review. d. Employee Stock Option
Plan: The Company has not provided any Stock Option Scheme to the employees.
7. Certification ISO 9001:2015
The Company is certified for integrated management systems comprising
of quality management system (ISO 9001:2015), for manufacture and supply of
Pre-engineering Building and its allied products and the same is valid up to 27th June,
2027.
8. Credit Rating
CRISIL has provided the 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. The company has been rated "SME 1" Grading which means Highest level
of Creditworthiness.
9. Report of Frauds
During the year 2024-25, 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
During the year under review, there has been no material change(s) in
the business of the Company or in the nature of business carried by the Company.
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
The Company has not made any material changes or commitments which
affect the financial position of the Company between the end of the financial year to
which the financial statements relate and the date of signing of this report.
12.Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operation in
future
No significant or material orders passed by the regulators or courts or
tribunals impacting the concern status and Company's operation in future during the
financial year 2024-25 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
Internal Financial Controls are an integrated part of the risk
management process. The Company has adequate internal financial controls in place to
address financial and financial reporting risks during 2024-25. The internal financial
controls with reference to the financial statements are commensurate the size, scale and
complexity of its operations. The Audit committee defines the scope and authority of the
Internal Auditor. The Audit Committee, comprises of professionally qualified Directors,
who interact with the statutory auditors, internal auditors and management in dealing with
matters within its terms of reference. The Company has a proper and adequate system of
internal controls. Adequate internal financial controls ensure transactions are
authorized, recorded and reported correctly and assets are safeguarded and protected
against loss from unauthorized use or disposition.
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
The Company has neither invited nor accepted public
depositswithinthemeaningofSection 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 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available at website of the company
https://www.bansalroofing.com/annual-return-u-s-92-of-companies-act-2013/ under the head
"Disclosures under Regulation 46 of SEBI LODR" under Investor Relations Tab.
17.Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set
out herewith as Annexure-A forming part of this report.
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)
Pursuant to Section 135 of Companies Act, 2013, every company having
Net Worth of Rupees Five Hundred Crores or more (or) Turnover of Rupees One Thousand
Crores or more (or) a Net Profit of Rupees Five Crores or more during the immediately
preceding financial year shall constitute a Corporate Social Responsibility Committee of
the Board consisting of three or more directors, out of which at least one director shall
be an independent director.
The provisions of Section 135 of the Companies Act, 2013, relating to
Corporate Social Responsibility (CSR), are not applicable to the Company for the financial
year 2024 25 as the Company did not meet the specified criteria prescribed under
sub-section (1) of Section 135 of the Act.
The CSR Policy of the Company is available on the website of the
Company https://www.bansalroofing.com/other-policies/ under the head "Policies of the
Company".
19. Board of Directors and Key Managerial Personnel
(a) Details of Appointment/Re- appointment/ Resignation of Directors
and Key Managerial Personnel:
Mrs. Sangeeta Gupta had requested for change in her designation from
Whole Time Director to Non-Executive Director of the Company due to her personal
occupancy. The board in its meeting held on May 24, 2024 approved the redesignation of
Mrs. Sangeeta Gupta from Whole Time Director to Non-Executive Director of the Company.
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 Gupta, Non-executive Director of the Company retire by
rotation at the 16th Annual General Meeting and being eligible have offered herself for
appointment.
There were no other changes in the Directors and Key Managerial
Personnel during the F.Y. 2024-25 except as mentioned above.
The Policy on Appointment and Remuneration of Directors, KMPs and other
Employees has been framed by the company and the same is available on the website of the
company www.bansalroofing.com under the head "Policies of the Company"
under the "Investor
Relations" Tab.
List of Board of Directors and KMP as on March 31, 2025.
| Name of Director |
Designation |
Date of Appointment |
Date of Re-appointment |
Date of Cessation |
| 1 Kaushal Gupta |
Managing Director |
01.05.2008 |
01.08.2021 |
- |
| 2 Sangeeta Gupta |
Non-Executive Director |
09.01.2014 |
* |
- |
| 3 Kailash Bansal |
Whole-Time Director |
24.08.2020 |
* |
- |
| 4 Enu Shah |
Independent Director |
22.03.2021 |
- |
- |
| 5 Arpita Shah |
Independent Director |
04.08.2022 |
- |
- |
| 6 Ravi Bhandari |
Independent Director |
05.02.2021 |
- |
- |
| 7 Ritu Bansal |
Company Secretary and Compliance Officer |
08.02.2024 |
- |
- |
| 8 Chirag Rana |
Chief Financial Officer |
18.05.2017 |
- |
- |
*Mrs. Sangeeta Gupta and Mr. Kailash Bansal are the directors liable to
retire by rotation every year. Therefore, Mrs. Sangeeta Gupta was re-appointed as NED
liable to retire by rotation on conclusion of 16th AGM held on September 21, 2024. This FY
24-25 Mr. Kailash Bansal offers himself for reappointment as he is liable to retire by
rotation.
(b)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 meet 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.
(c) 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.
| Name of Independent Director |
Brief Profile |
| 1. Ms. Enu Shah |
She is a qualified Chartered Accountant and MBA Finance
Postgraduate. She has been in industry for more than a decade. She serves the board of the
Company (Bansal Roofing Products Limited) as an Independent Director since past 3 years.
She is a finance and analytical expert, focused at FP&A areas. |
|
Her expertise and guidance are of immense support to
Company's Accounts and Finance team. Under her vigilance company is benefitted in
managing Banking and Financial Operations as well. |
|
She has previously worked with Chartered Accountant Firm
Naresh and Co, Mercury Laboratories Ltd., Ranpura and Shah, Worth Corporate Solutions Pvt.
Ltd. She has hands on experience in Project Finance, Renewable Energy Finance, Indirect
Taxation, Audit Compliance. Her versatile experience benefits company is many ways. She is
a TEV and Financial Due Diligence Expert and is associated with renowned consultants in
Gujarat. |
|
Her financial knowledge and problem-solving approach enable
company's Board to work with vigilance and trespass ambiguity. |
| 2. Mr. Ravi Bhandari |
He is a Senior Management professional having Engineering
Degree with around 27 years of Industry experience in various Corporates & another 6
years as an Independent Business & strategy Advisor. |
|
His experience spans across various fields, from Projects,
Techno commercial, Business handling with P&L responsibility, etc. He has worked with
different sectors like Manufacturing, Petrochemicals, Petroleum, Telecommunications and
Healthcare. |
|
His expertise lies in defining Problem Statement & then
drive it through excellent ‘Execution' to achieve desired outcomes/results.
Spectrum of his experience spans from stabilizing the Organization, nurturing it, driving
expansion through various modes and eventually leading an organization towards
Profitability / Public. He has a knack of evolving / developing various Business /
Engagement Models to create a Win-Win proposition. He has an excellent command to design
strategic Acquisition Plans. He has Worked with Entrepreneurs from various domains and
sizes to understand their vision and help them attain that by crafting specialized
strategy for them. As an Industry expert, he has been on various Govt panels &
committees too. He is also an Independent Director and on Board of a listed entity apart
from being on board of a couple of Unlisted entities & Start-ups. |
| 3. Mrs. Arpita Shah |
Mrs. Arpita T. Shah is a qualified Chartered Financial
Analyst by profession having experience of more than 16 years. |
|
She started her career as Equity Research Analyst in 2005 and
gained the first-hand experience of Interacting with Investors, writing of Research
Reports, keeping Coverage of Industry Related news, Global Trends and Developments. Since
2012 she is working as an Independent Financial Advisor. |
|
Macroeconomics to microeconomics, Global Trends to
Geopolitical movements. Current Affairs' and the Consumption Cycle are her area of
interest and expertise. Professional Qualification: |
|
Chartered Financial Analyst from ICFAI University, Tripura in
the Year 2009. |
|
Master of Commerce in the year 2008 from M. S. University,
Vadodara |
|
Bachelor of Commerce with Gold Medal in the year 2006 from M.
S. University, Vadodara Professional Affiliations: |
|
Member of Indian Institute of Corporate Affairs of India. |
|
Achievements/ Awards: |
|
Late Shri. M M Chokshi Gold Medal from M. S. University,
Vadodara in the year 2006; |
|
Amita Vishnu Prasad Vyas Memorial Gold Medal from M. S.
University, Vadodara in the year 2006; |
|
Prof. V. Y. Kolhatkar Gold Medal from M. S. University,
Vadodara in the year 2006; |
|
Shri. Panubhai Hiralal Majmudar Gold Medal from M. S.
University, Vadodara in the year 2006. |
(d)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.
(e) 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;
In compliance with the requirements of Regulation 25(7) of the SEBI
Listing Regulations, a document for Director Familiarisation Programme has been framed
(which is available on website of the company
https://www.bansalroofing.com/other-policies/ under head "Policies of the
Company" under "Investor Relations" Tab and the Independent
Directors are apprised with the same in the Board Meeting.
20.Number of Meetings of the Board
Four meetings of the Board of Directors were held during the Financial
Year 2024-25. The details of the meetings of the Board of Directors of the Company during
the Financial Year 2024-25 are given in the Corporate Governance Report which is annexed
herewith as Annexure B. The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
21.Committees of the Board
The Board of Directors has the following Committees as on March 31,
2025:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholder's Relationship Committee
The details of the above-mentioned committee along with their
Composition, Number of Meetings, held and attendance at the meetings are provided in the
Corporate Governance Report which is annexed herewith as Annexure B.
22.Policies adopted by the Company
To follow the best practice of Good Corporate Governance &
Transparency in its operations, the Company has set rules for its internal working and
smooth functionality of its operations embedded the Company's policy. The policies
adopted by the Company are as follows:
i. Whistle Blower Policy ii.Corporate Social Responsibility Policy iii.
Policy for Determination of Legitimate Purpose iv. Board Diversity Policy v. Policy on
Preservation of Documents vi. Director Familiarisation Programme
vii. Policy on Materiality of RPTs viii. Policy for determination
legitimate purpose for sharing of UPSI ix. Policy for Appointment & Remuneration of
Directors, KMPs and Employees. x. Web Archival Policy xi. Policy for procedure of inquiry
in case of leak of UPSI. xii. Code of Conduct for the Board Members and Senior Management
Personnel xiii. Code of Fair Disclosure of Unpublished Price Sensitive Information xiv.
Internal Control Policies & Procedures for Prevention of Insider Trading xv. Policy on
prevention of Sexual Harassment at Work Place xvi. Criteria for making payments to
Non-Executive Directors xvii. Dividend Distribution Policy xviii. Terms & Conditions
of Appointment of Independent Directors
23. 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 and Regulation 22(1) of SEBI
Listing Regulations, the Company has established a Whistle Blower Policy to provide a
formal vigil mechanism to the Directors and employees to report their grievances /
concerns about instances of unethical behaviour, actual or suspected fraud or violation of
Company's Code of Conduct. The Policy provides for adequate safeguards against
victimisation of employees who avail of the mechanism and provides for direct access to
the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of
your Company have been denied access to the Audit Committee. The functioning of the vigil
mechanism is reviewed by the Audit Committee from time to time.
The Whistle Blower Policy is explained in the Corporate Governance
Report and the same can be accessed from the Company's website
https://www.bansalroofing.com/other-policies/ under the head "Policies of the
Company" under the "Investor Relations" Tab.
24.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.
25.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 arm's 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 C in Form AOC-2.
The policy on materiality of Related Party Transactions and dealing
with RPTs has been framed and the same has been uploaded on website of the company
https://www.bansalroofing.com/other-policies/ under the head "Policies of the
Company" under "Investor Relations" Tab.
26.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 D.
The Policy on Appointment and Remuneration of Directors, KMPs and other
Employees has been framed by the company and the same is available on the website of the
company https://www.bansalroofing.com/other-policies/ under the head "Policies of
the Company" under
"Investor Relations" Tab.
27.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 second term of 5 years
from the conclusion of the 11th Annual General Meeting until the conclusion of 16th Annual
General Meeting of the Company to be held in the year 2024.
In Board Meeting held on 24.05.2024 and on recommendation of Audit
Committee, Board Members approved the appointment of M/s. Parik Shah Chotalia &
Associates, Chartered Accountants (FRN: 118493W), as Statutory Auditors of the Company for
a term of 5 years from the conclusion of the 16th Annual General Meeting until the
conclusion of 21st Annual General Meeting of the Company to be held in the year
2029.
M/s. Parik Shah Chotalia & Associates, Chartered Accountants had
confirmed that they are not disqualified from being appointed as the Statutory Auditor of
the Company.
Internal Auditors
Mr. Vipul Mahendrakumar Dalal (Membership Number: 103667), Chartered
Accountant was appointed as Internal Auditor of the Company for the Financial Year 2024-25
at a remuneration to be decided mutually by the said Auditor and the Company.
Secretarial Auditor
Mr Devesh R. Desai, Practising Company Secretary has been 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 SEBI (LODR) Regulations, 2015. The Secretarial Audit Report and Annual Secretarial
Compliance Report have been annexed to this Report as Annexure E & Annexure F respectively.
Cost Auditor
M/s Shivam Dave & Co., Cost Accountants (FRN: 005880 &
Membership No.: 53526) be and are hereby appointed as the Cost Auditors of the company to
conduct Audit of Cost Records made and maintained by the company for Financial Year
2024-25 on a remuneration as may be mutually agreed by the said Auditor and the Company
and to hold office for a term of 5 (five) consecutive years starting from the conclusion
of this Annual General Meeting until the conclusion of the 21st Annual General
Meeting of the Company to be held in financial year 2030 at such remuneration as may be
decided by the Board of Directors in consultation with the Statutory Auditors of the
Company.
Explanation or Comments on disqualifications, reservations, adverse
remarks or disclaimers in the Auditor's 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.
28.Corporate Governance Report
The Company believes in conducting its affairs in a fair, transparent,
and professional manner along with good ethical standards, transparency, and
accountability in its dealings with all its constituents. The Company has complied with
all the mandatory requirements of Corporate Governance norms as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The separate Report on Corporate Governance is annexed herewith as
Annexure B and the
Secretarial Auditor's Certificate on the Compliance of Corporate
Governance thereon forms part of this report as Annexure G.
29.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 H and forms part of this Board's
Report.
30.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.
31.Director's Responsibility Statement
Pursuant to the requirement of Section 134(5) of the Companies Act,
2013, the Director's here by confirm that:
(a) In the preparation of the Annual Accounts for the year ended March
31, 2025, 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;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2025
and of the profit of the Company for the year ended on that date;
(c) 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;
(d) The Directors have prepared the Annual Accounts on a ‘Going
Concern' Basis;
(e) 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
(f) 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.
32.Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company is fully committed to uphold and maintain the dignity of
every woman working with the Company. The company has Zero tolerance towards any action on
the part of any one which may fall under the ambit of "Sexual Harassment at
workplace."
Pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal)
Act, 2013 ("POSH Act") and Rules made thereunder, the Company
has formed an Internal Complaint Committee ("ICC") for its workplaces to address
complaints pertaining to Sexual Harassment in accordance with the POSH Act.
The complete detailed policy for Prevention of Sexual Harassment at
Workplace which ensures a free and fair enquiry process with clear timelines for
resolution has been framed and uploaded on the website of the company
https://www.bansalroofing.com/other-policies/ under the head
"Policies of the Company" under "Investor
Relations" Tab.
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
33.Maternity Benefit Act
As part of our continued commitment to employee welfare and inclusive
workplace practices, the company ensures full compliance with the Maternity Benefit Act
and other applicable labor laws. In the reporting year, eligible female employees were
provided with access to medical benefits and flexible work arrangements post-maternity,
where applicable. The company recognizes the importance of supporting working mothers and
fostering a work environment that promotes health, well-being, and work-life balance. We
remain dedicated to enhancing our employee support programs to align with evolving needs
and best practices in the industry.
34.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.
35.Compliance with Secretarial Standards
During the year under review, your Company has complied with all the
applicable Secretarial
Standards issued by the Institute of Company Secretaries of India
("ICSI").
36.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.
37.Failure to Implement any Corporate Action
During the year under review, no such instance where the Company has
failed to complete or implement any corporate action within specified time limit.
38.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 March 31, 2025. Therefore, there is no requirement to submit a
separate report by the company.
39.Stock Exchanges where the Securities are Listed
BSE Ltd. ("BSE") Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400001. The Company pays annual listing fees to BSE. No shares of the Company were
delisted during financial year 2024-25.
40.Cautionary Statement
Statements in the Annual Report, including those which relate to
Management Discussion and
Analysis describing the Company's objectives, projections,
estimates and expectations, may constitute ‘forward looking' statements within
the meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual results might differ.
41.Investor Education and Protection Fund ("IEPF")
Pursuant to the provisions of Section 124 and other applicable
provisions, if any, of the Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended
from time to time, the Board hereby takes note that the amount lying in the Unpaid
Dividend Account for the Financial Year 2017 18 has remained unclaimed and unpaid for a
period of seven years from the date of declaration of dividend and accordingly the Company
has published the notice in newspaper stating the shareholders to claim their dividend on
or before October 20, 2025, thereafter the unclaimed amount will be transferred to IEPF.
Further, during the year under review, no amount required to be
transferred to Investors Education Protection Fund.
Mrs. Ritu Kailash Bansal, Company Secretary and Compliance Officer of
the Company has been appointed as Nodal Officer of the Company.
42.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 of |
| Bansal Roofing Products Limited |
| Sd/- |
| Kaushalkumar S. Gupta |
| Chairman & Managing Director |
| DIN: 02140767 |
| Date: August 04, 2025 |
| Place: Vadodara |
