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BNR Udyog Ltd.

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Jan 24, 16:00
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Annual Report

For Year :
2015 2013 2012 2011 2010 2009 2008 2004

Director’s Report

Dear Members, The Directors have pleasure in presenting before you the 21st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. 1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS: The performance during the period ended 31st March, 2015 has been as under. Amount (Rs. in Lakhs) Particulars 2014-15 2013-14 Total Income 280.30 361.36 Total Expenditure 243.77 280.71 Profit before Tax 36.53 80.65 Provision for Taxation (147) 26.05 Profit after Tax 38.00 54.60 Transfer to General Reserve 1.00 2.00 Profit available for appropriation 37.00 52.60 Provision for Proposed Equity Dividend 36.10 35.10 Balance Carried to Balance Sheet 0.90 17.50 During the year under review, the Company has recorded an income of Rs. 280.30 Lakhs and profit of Rs. 38.00 Lakhs as against the income of Rs. 361.36 Lakhs and profit of Rs. 54.60 Lakhs in the previous financial year ending 31-3-2014. The Board is of the view that the future of the Industry is bright and expect liberal Govt. Policies. 2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changes and commitments affecting financial position of the company between 31st March 2015 and the date of Board''s Report. 3. CHANGE IN THE NATURE OF BUSINESS, IF ANY: During the period under review and the date of Board''s Report, there was no change in the nature of Business. 4. DIVIDEND: Your Directors are pleased to recommend a Dividend of Re. 1/- per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2014-15. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 36,10 lakhs, for which necessary provision has been made in the accounts. 5. BOARD MEETINGS: The Board of Directors met 5 times respectively on 12.05.2014, 26.05.2014, 30.07.2014, 14.11.2014and 12.02.2015 during this financial year. 6. DIRECTORS AND KEY MANANGERIAL PERSONNEL: During the year under review, in accordance with the provisions of section 152 of the Companies Act, 2013, Mr.Kamal Narayan Rathi retires by rotation and being eligible offers himself for re- appointment. Further Mr. Sandeep Rathi was appointed as Chief Financial Officer (CFO) of the company with effect from 01.04.2014 and Mr. Kamal Narayan Rathi was re-appointed as a Managing director with effect from 18.01.2015. Details of re-appointment /appointment of the director/CFO : Name of the Director Mr. Kamal Narayan Rathi Mr. Sandeep Rathi Date of Birth 18/01/1957 08/04/1980 Date of Appointment/ 18.01.2015 01.04.2014 Re-appointment Qualiifications B.Com. MBA No. of Shares held in 17,37,634 1,35,774 the Company Directorships held in Nil Nil other companies (excluding private limited and foreign companies) Positions held in Nil Nil mandatory committees of other companies 6. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE 1. Scope: This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company. 2. Terms and References: 2.1 Director means a director appointed to the Board of a Company. 2.2 Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement. 2.3 Independent Director means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(U)(B) of the Equity Listing Agreement. 3. Policy: Qualifications and criteria 3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company''s operations. 3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as: * General understanding of the company''s business dynamics, global business and social perspective; * Educational and professional background * Standing in the profession; * Personal and professional ethics, integrity and values; * Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. 3.1.3 The proposed appointee shall also fulfil the following requirements; * shall possess a Director Identification Number; * shall not be disqualified under the companies Act, 2013; * shall Endeavour to attend all Board Meetings and Wherever he is appointed as a Committee Member, the Committee Meeting; * shall abide by the code of Conduct established by the company for Directors and senior Management personnel; * shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; * Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws. 3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company''s business. 3.2 Criteria of independence 3.2.1 The Nomination & Remuneration Committee shall assess the independence of Director at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new i interest or relationships are disclosed by a Director. 3.2.2 The criteria of independence shall be in accordance with the guidelines of the companies Act, 2013 and Clause 49 of the Equity Listing Agreement. 3.2.3 The independent Director shall abide by the code for independent Directors as specified in Schedule IV to the companies Act, 2013. 3.3 other directorships/ committee memberships 3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination & Remuneration Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board. 3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies. 3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company. 3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships. For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded. Remuneration policy for Directors, key managerial personnel and other employees 1. Scope: 1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration the directors, key managerial personnel and other employees of the company. 2. Terms and Reference: In this policy the following terms shall have the following meanings: 2.1 Director means a directors appointed to the Board of the company. 2.2 key managerial personnel means (i) The Chief Executive Officer or the Managing Director or the Manager; (ii) The Company Secretary; (iii) The Whole-Time Director; (iv) The Chief Finance Officer; and (v) Such other office as may be prescribed under the companies Act, 2013 2.3 Nomination and Remuneration committee means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement. 3. Policy: 3.1 Remuneration to Executive Director and key managerial personnel 3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders. 3.1.2 The Board on the recommendation of the HRNR committee shall also review and approve the remuneration payable to the key managerial personnel of the company. 3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components: (i) Basic pay (ii) Perquisites and Allowances (iii) Stock Options (iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits (vi) Annual performance Bonus 3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives. 3.2 Remuneration to Non - Executive Directors 3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders and as per the provisions of Companies Act, 2013. 3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. 3.3. Remuneration to other employees 3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs. 7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: The Company has received necessary declaration from each independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). (Annexure II) 8. COMPOSITION OF AUDIT COMMITTEE: I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013. II. The terms of reference of the Audit Committee include a review of the following: * Overview of the Company''s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed. * Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. * Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. * Reviewing the financial statements and draft audit report including quarterly / half yearly financial information. * Reviewing with management the annual financial statements before submission to the Board, focusing on: 1. Any changes in accounting policies and practices; 2. Qualification in draft audit report; 3. Significant adjustments arising out of audit; 4. The going concern concept; 5. Compliance with accounting standards; 6. Compliance with stock exchange and legal requirements concerning financial statements and 7. Any related party transactions * Reviewing the company''s financial and risk management''s policies. * Disclosure of contingent liabilities. * Reviewing with management, external and internal auditors, the adequacy of internal control systems. * Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. * Discussion with internal auditors of any significant findings and follow-up thereon. * Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. * Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. * Reviewing compliances as regards the Company''s Whistle Blower Policy. III. The previous Annual General Meeting of the Company was held on 03.09.2014 and Chairman of the Audit Committee, attended previous AGM. IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below: The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relatinq to the composition of the Audit Committee. During the financial year 2014-2015, (5) five meetings of the Audit Committee were held on the 12.05.2014,26.05.2014,30.07.2014,14.11.2014 and 12.02.2015. The details of the composition of the Committee and attendance of the members at the meetings are given below: Name Designation Category No. of No. of meetings meetings held attended Mr. J. Vikramdev Rao Chairman NED (I) 5 3 Mr. T. Bharadwaj Member NED (I) 5 5 Dr. Priyadarshini.M Member NED (I) 5 5 IV. NOMINATION & REMUNERATION COMMITTEE The details of composition of the Committee are given below: Name Designation Category No. of No. of meetings meetings held attended Mr. T. Bharadwaj Chairman NED (I) 4 4 Mr. J. Vikramdev Rao Member NED (I) 4 3 Dr. Priyadarshini. M Member NED (I) 4 4 NED (I): Non-Executive Independent Director Terms of reference: The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Executive Director of the Company and while approving: * To take into account the financial position of the Company, trend in the industry, appointee s qualification, experience, past performance, past remuneration etc. * To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders. Remuneration Policy: The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors responsibilities shouldered, individual performance etc. The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2014-2015 are given below: Name of the Director Designation Salary (Amt.in Rs) Mr. Kamal Narayan Rathi Managing Director 7,92,464 Mr. Sandeep Rathi Executive Director 5,04,752 Cum CFO None of the Director is drawing any Commission, Perquisites, Retirement benefits etc V. STAKEHOLDERS RELATIONSHIP COMMITTEE A.) Composition, meetings and the attendance during the year: The Details of composition of the Committee are given below: Name of the Director Designation Category Mr. T. Bharadwaj Chairman NED (I) Mr. J. Vikramdev Rao Member NED(I) Dr. Priyadarshini. M Member NED (I) Mr. Sandeep Rathi Member ED(P) NED (I) : Non Executive Independent Director ED : Executive Director B.) Powers: The Committee has been delegated with the following powers: * to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of balance sheet, non-receipt of declared dividend etc. * to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s) * Consolidate and sub-division of share certificates etc. * To redress, approve and dispose off any, other complaints, transactions and requests etc, received from any shareholder of the company and investor in general. The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form. The Board has designated Mrs. Sonal Agarwal C.S, as the Compliance Officer. The Company has designated an exclusive e-mail ID called investor@bnrul.com for redressal of shareholders'' complaints/grievances. 9. VIGIL MECHANISM: Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company. 10. DIRECTOR''S RESPONSIBILITY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and (e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. STATUTORY COMPLIANCE: The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects. 12. UN PAID / UN CLAIMED DIVIDEND: In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2007-2008 will expire on 24th September, 2015 and thereafter the amount standing to the credit in the said account will be transferred to the Investor Education and Protection Fund of the Central Government 13. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I) 14. AUDITORS: M/s Laxminiwas & Jain, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and is eligible for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013. The Board recommends the re-appointment M/s Laxminiwas & Jain, Chartered Accountants, as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting. 15. INTERNAL AUDIT: M/s.P PKG & Co. Chartered Accountants, Hyderabad are the Internal Auditors of the Company. 16. SECRETARIAL AUDIT: Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practising Company Secretaries is annexed to this Report as annexure. The Board in its meeting held on 28.05.2015 recommended the re-appointment of M/s. S. S. Reddy & Associates, Practising Company Secretaries as Secretarial Auditors for financial year 2015-16. QUALIFICATIONS IN AUDIT REPORTS: Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made (a) Statutory Auditors Report: The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years. (b) Secretarial Audit Report: The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks. 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: The required information as per Sec.217(1) (e) of the Companies Act 1956 is provided hereunder: A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment. B. Technology Absorption: 1. Research and Development (R&D): NIL 2. Technology absorption, adoption and innovation: NIL C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: Rs.1,17,22,393/- Foreign Exchange Outgo: NIL 18. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING: Your Company has not accepted any deposits falling within the meaning of Section 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review. 19. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future. 20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken SECURED LOANS : NIL UNSECURED LOANS : NIL CURRENT/NON-CURRENT INVESTMENTS : 2,15,44,524 GUARANTEES : NIL SECURITIES EXTENDED : NIL 22. INSURANCE: The properties and assets of your Company are adequately insured 23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given Loans, Guarantees or made any investments during the year under review. 24. RISK MANAGEMENT POLICY: Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process. 25. CORPORATE SOCIAL RESPONSIBILITY POLICY: Since your Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy. 26. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were in arms'' length basis and were in the ordinary course of business. As required under clause 49(viii) (A) (2) of the listing agreement, the Company has disclosed the Policy on dealing with related party transactions at website of the Company atwww.bnrul.com 27. FORMAL ANNUAL EVALUATION: As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 26.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up: (a) Review of the performance of non-independent directors and the Board as a whole; (b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely: i.) Mr. Kamal Narayan Rathi - Managing Director ii.) Mr. Sandeep Rathi -Executive Director cum CFO. The meeting recognized the significant contribution made by Mr. Kamal Narayan Rathi and Mr. Sandeep Rathi, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level. The meeting also reviewed and evaluated the performance of the Board as a whole in terms of the following aspects: * Preparedness for Board/Committee meetings - Attendance at the Board/Committee meetings * Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments. * Monitoring the effectiveness of the company''s governance practices * Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board. * Ensuring the integrity of the company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards. It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon. 28. DISCLOSURE ABOUT COST AUDIT: Cost Audit is not applicable to the Company. 29. RATIO OF REMUNERATION TO EACH DIRECTOR: Under section 197(12) of the Companies Act, 2013, and Rule 5(1 )(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 75,000/- p.m is being paid to Mr. Kamal Narayan Rathi, Managing Director of the Company. 30. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange Limited where the Company''s Shares are listed. 31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable. 32. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required. 33. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES During the year under review, the Company has not taken up any of the following activities: 1. Issue of sweat equity share: NA 2. Issue of shares with differential rights: NA 3. Issue of shares under employee''s stock option scheme: NA 4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA 5. Buy back shares: NA 6. Disclosure about revision: NA 7. Preferential Allotment of Shares: NA 34. DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of Sexual Harrasment complaints received and disposed during the calander year. No. of Complaints received Nil No. of Complaints disposed off Nil 35. SUBSIDIARY COMPANY: The Company does not have any Subsidiary at the end of the Financial year. DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT: The Shareholders, I, Kamal Narayan Rathi, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same. For and on behalf of the Board, BNR Udyog Limited sd/- sd/- Place : Hyderabad Kamal Narayan Rathi T. Bhardwaj Date : 04-08-2015 Managing Director Director DIN: 00011549 DIN: 00211834

Director’s Report