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BHANSALI ENGINEERING POLYMERS LTD.

20 December 2024 | 12:00

Industry >> Petrochem - Polymers

Select Another Company

ISIN No INE922A01025 BSE Code / NSE Code 500052 / BEPL Book Value (Rs.) 37.08 Face Value 1.00
Bookclosure 31/10/2024 52Week High 177 EPS 7.21 P/E 19.59
Market Cap. 3514.38 Cr. 52Week Low 82 P/BV / Div Yield (%) 3.81 / 2.83 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Board of Directors are pleased to present the 40th Annual Report of the Company together with its Audited Financial Statements (Standalone and Consolidated) for the Financial Year (‘FY’) ended 31st March, 2024.

FINANCIAL AND OPERATIONAL RESULTS

A. FINANCIAL RESULTS

(Rs. in Lakhs, except EPS)

Particulars

Standalone

Consolidated

2023-24

2022-23

2023-24

2022-23

Gross Sales/Income from Operations

1,43,951.21

1,60,779.02

1,43,951.21

1,60,779.02

Less: GST

21,777.61

24,523.36

21,777.61

24,523.36

Total Operational Revenue (Net of GST including Excise)

1,22,173.60

1,36,255.66

1,22,173.60

1,36,255.66

Other Income

4,064.25

2,891.28

3,951.45

2,891.28

Total Income

1,26,237.85

1,39,146.94

1,26,125.05

1,39,146.94

EBIDTA

25,266.62

20,588.10

25,153.82

20,588.10

Less: Finance Cost

20.49

117.22

20.49

117.22

Depreciation and Amortisation

969.72

991.64

969.72

991.64

Profit before share of net profit/(loss) of investment accounted for using equity method

24,276.41

19,479.24

24,163.61

19,479.24

Share of profit/(loss) from Joint Venture accounted for using equity method

-

-

76.64

82.95

Profit Before Tax (PBT)

24,276.41

19,479.24

24,240.25

19,562.19

Provision for tax (including Deferred Tax)

6,303.11

5,886.36

6,303.11

5,886.36

Profit from Continuing Operations after Tax (PAT)

17,973.30

13,592.88

17,937.14

13,675.83

Other Comprehensive Income/ (Loss), Net of tax

(109.74)

( 29.97)

(109.74)

( 29.97)

Total Comprehensive Income for the FY

17,863.56

13,562.91

17,827.40

13,645.86

Net Worth

92,137.97

1,06,626.01

92,277.54

1,06,801.75

EPS (Equity Share of ' 1/- each)

7.22

5.46

7.21

5.50

B. OPERATIONS

The Company optimally utilised the production facilities and achieved significant growth in production and sales quantities. The Company recorded the highest ever production levels of ABS and saleable SAN aggregating to 75,152 TPA thereby achieving a capacity utilisation of 100.20% of the installed capacity of 75,000 TPA. Similarly, the Sales volume for the FY 202324 stood at 75,143 TPA as against 73,388 TPA during the previous financial year, a growth of 2.36%

FINANCIAL HIGHLIGHTS

The key highlights of the Company’s performance based on the Standalone Balance Sheet as on 31st March, 2024 are reflected as under:

? Net Worth: During the FY under review, the Net Worth of the Company stood at ' 92,137.97 lakhs as compared to ' 1,06,626.01 lakhs for the previous FY

? Book Value of Shares: The Book value of the Equity shares stood at ' 37.02 as against ' 42.85 for FY 2022-23, adjusted on account of Bonus issue.

? Current Ratio: As on 31st March, 2024 the current ratio was 7.30 as compared to 10.88 as of 31st March, 2023.

? TOL/TON: The ratio of total liability to total net worth for FY 2023-24 was 0.14 as compared to 0.09 for FY 2022-23.

? Zero Debt: The Company continues to enjoy the status of a “Zero Debt Company”.

? Financing Pattern: There was no change in financing pattern and the Company would be able to sustain its business operations through internal accruals.

? Sales Credit Control: The debtor’s percentage to sales increased from 17.46 in FY 2022-23 to 18.82 in FY 2023-24.

? Trade Receivable Ratio: During the FY under review, the Trade Receivable Ratio was 5.22 as compared to 5.24 in the previous fiscal.

? Inventory Turnover Ratio: During the FY under review, the Inventory Turnover Ratio was 5.43 as compared to 5.35 in FY 2022-23.

? Profit before Tax : The Profit before tax margin for FY 2023-24 stood at 19.87 % as compared to 14.30 % for FY 2022-23.

? Net Profit Margin : The Net Profit Margin for FY 2023-24 stood at 14.71% as compared to 9.98 % for FY 2022-23.

Further, there has been no change in the nature of business of the Company.

RESEARCH AND DEVELOPMENT FACILITIES

The Company had received the recognition from the Department of Science and Industrial Research (DSIR), Government of India for its state-of-the-art Research and Development Centre (‘R&D Centre’) at Abu Road, Rajasthan.

Nippon A&L, Company’s Joint Venture Partner, headquartered in India are continuously extending their support and co-operation in terms of development of new recipe for application development.

During FY 2023-24, the R & D Centre successfully developed /improved properties of 18 new grades, of which 8 have been commercialized. The R & D Centre has also successfully developed 179 new colour grades, of which 44 have been commercialized. The R&D Centre, as a continuous process, also focuses on improvements in the properties of existing material and other colour developments. The Company has now started gaining the benefits of its in-house R&D Center by way of new and improved products, leading to customer loyalty and satisfaction.

UPDATE ON 200000 TPA BROWN FIELD ABS EXPANSION

With regard to enhancement of ABS production capacity from 75000 TPA to 200000 TPA at Company’s existing plants at Abu Road (Rajasthan) and Satnoor (Madhya Pradesh), the Company had appointed Toyo Engineering India Private Limited (‘TOYO’) as Engineering consultant for Front End Engineering Design (FEED) and CAPEX Cost Estimation.

The realistic project cost for 200000 TPA ABS capacity will be arrived based on TOYO’s report, detailing the project cost of increase in SAN, HRG and Compounding capacities at Company’s plants.

The expansion will be funded through internal accruals and the Company will continue maintaining its “Zero Debt Status” in future as well. As capacity expansion is the “Need of the Hour”, the Management shall endeavor to implement the project likely by March, 2026.

SHARE CAPITAL

During the year under review, your Company has issued 8,29,52,820 Bonus Equity shares of ' 1/- each fully paid in the ratio of One Bonus Equity Shares for every Two Equity shares held as on 5th July, 2023 being the record date. Accordingly, the paid-up share capital of your Company was increased from ' 16,59,05,640/- comprising 16,59,05,640 Equity shares of ' 1/- each fully paid to ' 24,88,58,460/- comprising 24,88,58,460 Equity shares of ' 1/- each fully paid. As on 31st March, 2024 the paid-up share capital of your Company stood at ' 24,88,58,460/- comprising 24,88,58,460 Equity shares of ' 1/- each fully paid.

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

TRANSFER TO RESERVES

For the FY ended 31st March, 2024, the Directors do not propose to transfer any amount to the General Reserve.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Board of Directors had approved the Dividend Distribution Policy in accordance with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the LODR Regulations”).

The policy consists of various parameters, inter-alia, Company’s dividend track record, usage of retained earnings, internal and external factors, financial conditions, etc. based on which the Board may recommend or declare Dividend.

The Policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593067.Dividend_Distribution_Policvpdf

Considering the Company’s performance for FY 2023-24 and to appropriately reward the members, the Directors have declared 1st, 2nd and 3rd Interim Dividend of ' 1/- each (300%) per Equity Share (of face value of ' 1/- each) which was paid on 31st July 2023, 10th November 2023 and 14th February 2024 respectively. The Directors have recommended a Final Dividend of ' 1/- (100 %) per Equity Share for the financial year ended 31st March, 2024 which is subject to approval of the shareholders of the Company in the ensuing 40th Annual General Meeting.

Considering the above, the total dividend declared/recommended by the Company for FY 2023-24 amounts to ' 4/- (400 %) per equity share of the face value of ' 1/- each fully paid-up as against ' 17/- (1700%) per equity share of the face value of ' 1/- each fully paid up for FY 2022-23.

DEPOSITS

The Company has not invited any deposits from the public during the FY and as such, no amount of principal or interest related thereto was outstanding as on 31st March, 2023.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 (“the Act”)

The Company has, during the FY under review, not given any loans, guarantees or provided security and has not made any investments in any body corporate in excess of limits specified under Section 186 of the Act.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), as amended from time to time, the unpaid and unclaimed dividend pertaining to the FY 2015-16, amounting to ' 5,29,747/- (Rupees Five lakhs Twenty Nine Thousand Seven Hundred Forty Seven only) which was lying in the Company’s unpaid / unclaimed dividend account and remaining unclaimed for a period of seven years, was transferred to the Investor Education and Protection Fund (‘IEPF’).

Further, pursuant to the provision of Section 124(6) of the Act, read with Rule 6 of IEPF Rules, 1,19,472 Equity shares on which dividend had not been paid or claimed for seven consecutive years has been transferred to the DEMAT account of the IEPF authority as provided in Circular no. 11/06/2017-IEPF dated 16th October, 2017 (General Circular No. 12/2017).

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

During the FY under review, the Company did not have any Subsidiary Company. It has a Joint Venture (JV) Company, namely Bhansali Nippon A&L Private Limited, wherein it holds 50% of the paid-up equity share capital. The Registered Office of the JV Company is at 301 & 302, 3rd Floor, Peninsula Heights, C. D. Barfiwala Road, Andheri (West), Mumbai - 400 058.

The Report on the performance and statement containing salient feature of Financial Statements of the aforesaid Joint Venture Company in terms of Section 129 of the Act is separately attached in Form No. AOC-1 with the Consolidated Financials, which forms part of this Annual Report.

In accordance with Section 136 of the Act, the Financial Statements of the Company including the Consolidated Financial Statements pertaining to its aforesaid Joint Venture Company are available on the Company’s website (www.bhansaliabs.com).

The Company has framed a policy on Material Subsidiaries in terms of Regulation 16(1)(c) of Listing Regulations. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at link: https://bhansaliabs.com/assets/policies_and_procedures/1593593282.Policy_on_Material_Subsidiaries.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The Company has, in accordance with Section 129(3) of the Act, prepared Consolidated Financial Statements, consolidating its financials with its JV Company, Bhansali Nippon A&L Private Limited. The Audited Consolidated Financial Statements have been prepared in accordance with the requirements of Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder, as applicable and other accounting principles generally accepted in India and forms part of this Annual Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report, as stipulated under the Listing Regulations, forms part of this Annual Report and is attached as Annexure 1.

COMMITMENT TO QUALITY

The Company is committed to quality. It aims to develop, produce and deliver products which consistently conform to the customer requirements, and to pursue the goal of error-free performance through product, process and quality management. The Company continues to monitor and maintain its effective and well-crafted Quality Control (QC) measures. QC is aligned to the business objectives of the Company and ensures that the Company is focused on maintaining Quality Centric approach towards its customers/ clients. Over the years, the Company has evolved robust processes and strives to improve them continuously.

Ministry of Chemicals and Fertilizers (Dept of Chemicals & Petrochemicals) has promulgated Acrylonitrile-Butadiene Styrene (ABS) (Quality Control) Order, 2021, Bureau of Indian Standard (BIS), which has come into force in the public interest.

We are pleased to inform that your Company has obtained the accreditation under the BIS Certification for ABS Grades as per IS 17077 (Part 1): 2022 and implemented all relevant standards and norms in compliance with the same.

CORPORATE SOCIAL RESPONSIBILITY AND OTHER CHARITABLE ACTIVITIES

The Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. It considers that, ‘it does not exist only for doing good business, but equally for the betterment of society.’ It is always at the forefront while extending helping hand to the public at large.

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

In compliance with the requirements of Section 135 of the Act read with the applicable rules made thereunder the Company has a duly constituted CSR Committee which steers the CSR activities. The CSR Policy, formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at link https://bhansaliabs.com/assets/policies_and_procedures/1593593022.Corporate_Social_Responsibilitv_Policv.pdf

The Company generally undertakes projects/activities pertaining to (a) Education / Skill Development Programme, (b) Protection and Promotion of National Heritage, Art & Culture, and (c) Health & Safety etc.

During FY 2022-23, the Company had spent an amount of ' 2432.49 lakhs on various CSR Activities as against the CSR obligation of ' 666.34 lakhs, resulting in excess CSR spent of ' 1766.15 lakhs. The excess amount is to be set-off in succeeding 3 financial years. The Annual Report on CSR activities forming part of this Report is attached as Annexure 2.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, an extract of Annual return for the Financial year ended 31st March, 2024 in accordance with the provisions of Section 92(3) of the Act is available on the Company’s website and can be accessed through the link: https://bhansaliabs.com/assets/financial_docs/vearlv/1717412089.Draft_Annual_Retum_2023-24.pdf

CORPORATE GOVERNANCE

The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the LODR Regulations and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, forms part of this Annual Report and is attached as Annexure 3 and Annexure 3A, respectively.

CERTIFICATIONS AND DECLARATIONS

The declaration by Managing Director of the Company relating to compliance of Code of Conduct by all Board Members and Senior Management Personnel of the Company, in accordance with the provisions of Regulation 17(5) of the LODR Regulations is attached as Annexure 3B and forms part of this Annual Report.

Declaration of Independence

The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence and complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

MEETINGS OF THE BOARD

During the FY 2023-24, 5 (Five) meetings of the Board of Directors were held. The details of the said meetings are mentioned in the report on Corporate Governance forming part of this Annual Report.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the LODR Regulations, the Board of Directors have implemented a vigil mechanism through the adoption of Whistle Blower/Vigil Mechanism Policy. The details of the same are mentioned in the Corporate Governance Report forming part of this Annual Report.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act read with Regulation 17 (9)(b) of the LODR Regulations, the Company has in place a robust risk management framework which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. It also provides control measures for risk and future action plans. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at the web link https://bhansaliabs.com/ assets/policies_and_ procedures/1593593348.Risk_Management_Policy.PDF

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

In terms of Section 188 of the Act, read with rules framed thereunder and as per Regulation 23 of the LODR Regulations, the Company has formulated the policy for Related Party Transactions. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at the web link https://bhansaliabs.com/assets/policies_and_ procedures/1593593208. Policv_for_Related_Partv_Transactions.pdf

During the FY under review, there were no transactions entered into by the Company with any related party falling within the purview of Section 188 of the Act.

All Related Party Transactions as required under Ind AS 24 - Related Party Disclosures are reported in Note 41 of Notes to Accounts of the Standalone financial statements of the Company.

DIRECTORSRetiring by Rotation / Change in Directorate:

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Jayesh B. Bhansali, (DIN: 01062853) Joint Managing Director cum CFO retires by rotation at the ensuing 40th AGM of the Company and being eligible, offers himself for re-appointment.

Mr. M. C. Gupta (DIN 01362556); Dr. B. S. Bhesania (DIN 00026222) and Mr. Dilip Kumar (DIN 06882358) vacated the office as Independent Directors effective from the closing hours of 31st March, 2024 on completion of their respective second consecutive term of 5 years and accordingly they ceased to be Chairman / Member of committees in which they were appointed. Further, Ms. Jasmine F. Batliwalla, Independent Director (DIN: 00340273) and Mr. Kenji Asakawa, Additional (Executive) Director (DIN: 10512625) resigned from the Directorship of the Company effective from the closing hours of 31st March, 2024 whereas Mr. Kiran H. Bhansali (DIN: 05243336) resigned from the Directorship of the Company effective from the closing hours of 21st May, 2023

Further, based on the recommendations of the Nomination and Remuneration Committee at its meeting held on 31st March, 2024, the Board at its meeting held on the same day considered and approved (i) appointment of Mr. Rohinton Bomanshaw Anklesaria (DIN: 10571057); Mr. Firdaus Nariman Pavri (DIN: 10549118) and Mrs. Taruna Niraj Kumbhar (DIN: 08384526) as Additional Director (Non- Executive Independent) of the Company w.e.f 1st April, 2024. (ii) appointment of Mr. Dilip Krushnarao Shendre (DIN: 10566412) as Additional (Executive) Director of the Company w.e.f 1st April, 2024 and (iii) re-designation of Mr. B. M. Bhansali (DIN: 00102930) as Chairman & Managing Director of the Company w.e.f 1st April, 2024.

Performance evaluation of the Board:

In accordance with the provisions of the Act and the LODR Regulations, the Company has formulated the criteria for performance evaluation of all the Directors including Independent Directors, the Board and its Committees and the Chairman, details of which are mentioned in the Corporate Governance Report forming part of this Annual Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are: Mr. B. M. Bhansali, Chairman & Managing Director;

Mr. Jayesh B. Bhansali, Joint Managing Director cum CFO;

Mr. Dilip Krushnarao Shendre, Whole Time Director and Mr. Ashwin M. Patel, Company Secretary & GM (Legal)

COMMITTEES OF THE BOARD OF DIRECTORS

The details pertaining to the Committees of Board of Directors of the Company viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee have been stated in the Corporate Governance Report forming part of this Annual Report

AUDITORSStatutory Auditors:

M/s. Azad Jain & Co., Chartered Accountants, Mumbai (FRN-006251C), were appointed as Statutory Auditors of the Company at the 38th AGM held on 29th June, 2022 to hold office up to the conclusion of 43rd AGM on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report.

Secretarial Auditors:

M/s Rathi & Associates, Practicing Company Secretaries, (FRN-P1988MH011900), were appointed as the Secretarial Auditors by the Board to conduct the secretarial audit of the Company for FY 2023-24.

In accordance with Section 204(1) of the Act, the Secretarial Audit Report for the FY ended 31st March, 2024 is annexed as Annexure 4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

The Board of Directors, on recommendation of the Audit Committee, had appointed M/s. Joshi Apte and Associates, Cost Accountants, Pune (FRN-000240), as Cost Auditors of the Company, for the FY 2024-25, for conducting the audit of the cost records maintained by the Company for the products as mandated by the Central Government at a remuneration as mentioned in the Notice convening the 40th AGM of the Company.

The Company has received a certificate from M/s. Joshi Apte and Associates, Cost Accountants that they are eligible to be appointed as Cost Auditors under Section 141 of the Act and Rules framed thereunder.

A resolution seeking members’ ratification for the remuneration payable to the Cost Auditors for the FY 2024-25 forms part of the Notice of the 40th AGM of the Company.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and accordingly, such accounts and records are maintained.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Adequate Internal Financial Control systems, commensurate with the nature of the Company’s business, size and complexity of its operations, are in place and have been operating satisfactorily and effectively. During the FY under review, no material weaknesses in the design or operation of Internal Financial Control system was reported.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Company and its future operation during the FY under review.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143 (12) of the Act and Rules framed thereunder, either to the Company or to the Central Government.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FY TILL THE DATE OF THE REPORT

There have been no material changes, which have occurred between the end of FY till the date of this report, affecting the financial position of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the FY under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

HUMAN RESOURCE DEVELOPMENT

The Company believes in strategic allignment of Human Resources to its business priorities and corporate objectives. The Company undertakes various staff welfare measures/activities to strengthen unity, breaking the monotony and bringing the peer groups together for collaborative decision-making.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has in place a Policy on Prevention of Sexual Harassment (PoSH) of women at workplace. Further, the Company has also formed an Internal Complaints Committee to redress the complaints regarding sexual harassment. During the FY under review, no complaint regarding Sexual Harassment has been reported and the same has been submitted to the concerned authority i.e. the District Officer, Mumbai Suburban vide annual report for the calendar year 2023.

PARTICULARS OF EMPLOYEES

The Company has adopted a well-defined Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at the web link https://www.bhansaliabs.com/assets/policies_and_procedures/1593593096.Nomination_&_Remuneration_Policv.pdf

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 5 which forms part of this Report.

Statement containing Particulars of Employees pursuant to Section 197 of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of the Annual Report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

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

The particulars as required pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo etc. forms part of this Annual Report as Annexure-6.

BUSINESS RESPONSIBILITY AND SUSTAINABLITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for FY 2023-24 forms part of this Annual Report as Annexure 7. Further, the Company has evolved a Business Responsibility Policy, encompassing the broad scope of the initiatives, to be undertaken, to best sub serve the interest of all the Stakeholders. The policy may be accessed under the ‘Policies and Procedures’ section on the website of the Company at the web link https://bhansaliabs.com/assets/policies_and_procedures/1593593437.Business_Responsibility_Policy.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Act, the Directors of the Company confirm that:

i. in the preparation of the annual accounts for the FY ended 31 st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

ii. they have 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 31st March, 2024 and of the profit of the Company for the year ended on that date;

iii. they 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. they have prepared the annual accounts on a ‘going concern’ basis;

v. they 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Board takes this opportunity to thank the Company’s Members, Customers, Vendors and all other Stakeholders for their continued support throughout the FY The Directors also thank the Stock Exchanges, Banks, Ministry of Corporate Affairs, State Governments, Government of India, and all other Government agencies and Regulatory authorities for the support extended by them and also look forward to their continued support in future.

The Board would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.