bansal multiflex limited · mrs. suman anup bansal whole time director din: 06735151 ... near laxmi...

BANSAL MULTIFLEX LIMITED

4thANNUAL REPORT

2016-2017

4TH ANNUAL REPORT 2016-17

KEY MANAGERIAL PERSONNEL & BOARD OF DIRECTORS

Mr. Anupkumar R. Bansal Chairman & Managing Director DIN: 06735149

Mrs. Suman Anup Bansal Whole time Director DIN: 06735151

Mr. Rajender Kumar Bansal Director DIN: 07575670

Ms. Aashi Anup Bansal Director DIN: 07575667

Mr. Rajesh Kumar Singal Independent Director DIN: 07600662

Ms. Aesha Jashwantray Mashru Additional Independent Director DIN: 07777229

Ms. Vrusha Patel Company Secretary

Mr. Ravishankar Mishra Chief Financial Officer

AUDITORS:M/s. Kishor Goyal and Co.Chartered Accountants,Ahmedabad

BANKERSICICI Bank Ltd.Yes Bank Ltd.

REGISTRAR & SHARE TRANSFER AGENTBigshare services Pvt. Ltd.E -2/3, Ansa Industrial Estate,Saki Vihar Road, Sakinaka Andheri (East)Mumbai -400072

REGISTERED OFFICE:72, The Nutan Guj. Co Op Shops And Warehouses Soc.O/S Raipur Gate, Near Laxmi Cotton Mill Ahmedabad GJ 380022 IN

CONTENTS

Notice 1

Board of Director’s Report 5

Management Analysis & Discussion Report 12

Independent Auditor’s Report 27

Balance sheet 33

Statement of Profit and Loss Account 34

Cash Flow Statement 35

Notes on Accounts and Accounting Policies forming part of financial statements

37

Notes Forming Part of Financial Statements 38

ANNUAL REPORT 2016-2017



ANNUAL REPORT 2016-2017 1

NOTICE

NOTICE is hereby given that the 4th Annual General Meeting of the Members of BANSAL MULTIFLEX LIMITED will be held on Thursday, 28th September, 2017 at 11.30 A.M. at the registered office of the company at 72, The Nutan Guj. Co Op Shops and Warehouses Soc. O/S Raipur Gate, Near Laxmi Cotton Mill Ahmedabad GJ 380022 IN, to transact the following business.

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017, Statement of Profits & Loss, Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year ended on 31st March, 2017 and Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Anupkumar Bansal (DIN: 06735149) who retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of Auditor and fix their remuneration.

SPECIAL BUSINESS:

4. To Appoint Ms. Aesha Jashwantray Mashru (DIN: 07777229) as an Independent Director of the Company;

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and and any other applicable provisions, (including any statutory modification(s) re-enactment thereof for the time being in force) read with Schedule IV of the said Act, Ms. Aesha Jashwantray Mashru (DIN: 07777229) who was appointed as the additional Director pursuant to provisions of section 161(1) of the Companies Act, 2013 under the category of Independent director w.e.f. 27.03.2017 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 to propose her as a candidate for the office of the Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to sign the form DIR-12 and make arrangement to file the same with Registrar of Companies and intimate to Stock Exchange(s) and to take such other steps as may be necessary in this regard.

5. Revision in the remuneration of Managing Director.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to recommendation of Nomination and Remuneration Committee and approval of the Board of Directors and in accordance with the provisions of Sections 196, 197, 198, 203, and other applicable provisions, if any, of the Companies Act, 2013 (the Act), and the rules made there under (including any statutory modification or re-enactment thereof ) read with Schedule-V of the Companies Act, 2013 and Article of Association of the Company, approval of the members of the Company be and is hereby accorded for revision in the remuneration payable to Mr. Anup Bansal (DIN: 06735149) as Managing Director with effect from October 1, 2017 on the terms and conditions including remuneration as mentioned below:

Details of remuneration are:

Salary:

Up to `1, 00,000/- per month which is eligible for revision on a date to be determined by the Nomination and Remuneration Committee.

Total Salary includes:

• Basicsalary

• Commissionpayable,ifany

• ReimbursementsofactualtravellingexpensesforproceedingonleavewithfamilytoanywhereinIndiaorabroad as per rules of the Company.


BANSAL MULTIFLEX LIMITED • Car,Telephone,CellPhone,PCshallbeprovidedandtheirmaintenanceandrunningexpensesshallbemet

by the Company.

• OtherbenefitslikeGratuity,ProvidentFund,Leaveetc.asapplicableasperrulesoftheCompany.

• OtherperquisitesandbenefitsaspertherulesofCompany.

RESOLVED FURTHER THAT the board of Directors of the Company or a Committee of the Board be and is hereby authorized to approve the terms and conditions including any changes in the remuneration and do all such other acts, deed and things which are necessary and incidental in order to give effect this resolution.

Regd. Office: By order of the Board72, THE NUTAN GUJ. CO OP SHOPS For, BANSAL MULTIFLEX LIMITED.AND WAREHOUSES SOC. O/S RAIPUR GATE, NEAR LAXMI Sd/-COTTON MILL AHMEDABAD GJ 380022 IN Anupkumar BansalDate : 29/08/2017 Chairman cum Managing DirectorPlace : Ahmedabad (DIN: 06735149)

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Proxies in order to be effective must be received by the Company, duly stamped and signed, at its registered office not less than 48 hours before the time of Meeting.

Proxy submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable, issued on behalf of nominating organization.

A person can act as proxy on behalf of Members not exceeding Fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or members.

2. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays and Sundays, during business hours up to the date of the Meeting.

3. CorporateMembersintendingtosendtheirauthorisedrepresentativestoattendtheAGMarerequestedtosenda duly certified copy of their Board Resolution authorizing their representatives to attend and vote at the AGM.

4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

5. Members/Proxies/AuthorisedRepresentativesarerequestedtobringtheirattendanceslipsdulycompletedandsigned mentioning therein details of their DP ID and Client ID/ Folio No.

6. ProfileoftheDirectorsseekingappointment/re-appointmentasrequiredintermsofRegulation36oftheSEBI(ListingObligationsandDisclosurerequirements)Regulations,2015,isannexedtothisNotice.

7. Pursuant to Section 91 of the Companies Act, 2013, Register of members and share transfer books of the company will remain closed from Thursday 21st September, 2017 to Thursday 28th September, 2017(Both Days Inclusive).

8. As per Notification issued by Ministry of Corporate Affairs dated 19th of March, 2015 with reference to the Companies (Management and Administration) Rules, 2014, Companies covered under Chapter XB and Chapter XC as per SEBI (ICDR) Regulations, 2009 will be exempted from e-voting provisions. Also, no such provision is availableinSMEEquityListingAgreement.CompanyiscoveredunderChapterXBasitisaSMECompanyandlisted on Emerge platform of National Stock Exchange of India Limited. Therefore Company is not providing e-voting facility to its shareholders.



9. The Annual Report 2016-17 of the Company circulated to the Members of the Company, will be made available on the Company’s website at www.bansalmultiflex.com and also on the website of the respective Stock Exchanges at www.nseindia.com.

10. Electronic copy of the Annual Report for 2016‐17 is being sent to all the members whose email IDs are registered withtheCompany/DepositoryParticipant(s) forcommunicationpurposesunlessanymemberhasrequestedfor a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2016‐17 is being sent in the permitted mode .Members who have not registered their e‐mailaddresses,sofar,arerequestedtoregistertheiremailaddresses,inrespectofelectronicholdingswiththeDepository through their concerned Depository Participants.

11. ShareholdersdesirousofanyinformationonrecordsofaccountsarerequestedtowritetotheCompanyatleastseven days in advance of the Annual General Meeting so as to enable the Management to keep the information ready.

BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE 4th ANNUAL GENERAL MEETING

[PursuanttoRegulation36(3)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015]

Particulars Mr. Anup Bansal Ms. Aesha Jashwantray Mashru

Date of birth 02/06/1971 22/12/1992

Date of appointment 27/11/2013 27/03/2017

Qualification and experience in specific functional area

He has completed commerce graduate and he has more than 14 years of experience in the in the textile and chemical industry. He is well versed with different textilestrategies

She is commerce graduate from Gujarat University and an associate member of Institute of Company Secretaries of India. Presently working with Yash Chemex Limited, Ahmedabad from last 1 Year as a Company Secretary

Directorship in other public company

NIL NIL

Membership of committee held in other company

NIL NIL

Relationships between directors inter se

Mr. Anup Bansal is related to Mrs. Suman Bansal, Ms. Aashi Bansal and Mr. Rajenderkumar Bansal.(Mr. Anupkumar Bansal is husband of Mrs. Suman Bansal, Father of Ms. Aashi bansal and son of Mr. Rajenderkumar Bansal)

None

No. of Equity Shares held in the Company

50,04,000 Nil



BANSAL MULTIFLEX LIMITEDANNEXURE TO THE NOTICEEXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

The following statement sets out all material facts relating to Special Business mentioned in the accompanying Notice:

Item No. 4:

Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and subject to the approval of shareholders of the Company, Ms. Aesha Mashru was appointed as an Independent Director of the Company by the Board of Directors w.e.f 27th March, 2017 to hold the office for five consecutive years. A notice has been received from a member proposing Ms. Aesha Mashru as a candidate for the office of Director of the Company.

Ms. Aesha Mashru, aged 24 years, she is Company Secretary by profession.

SheisnotholdinganyequitysharesoftheCompanyandisnotrelatedtoanyDirectoroftheCompany.

The Board is of the opinion that based on the declarations submitted by Ms. Aesha Mashru, she fulfills the criteria relating to her independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (ListingObligationsandDisclosureRequirements)Regulations2015.

The Board considers that her association would be of immense benefit to the Company and it is desirable to avail services of Ms. Aesha Mashru as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Ms. Aesha Mashru as an Independent Director, for the approval by the shareholders of the Company.

Except Ms. Aesha Mashru, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise.

The Board recommends the Resolution at Item No. 4 for approval of the Members.

Item No. 5:

The Nomination and Remuneration Committee and the Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee, based on Anup Bansal’s performance recommended to increase Remuneration of Mr. Anup Bansal(DIN: 06735149), Managing Director. The revised remuneration approved by the board in its meeting held on 29/08/2017 has not been made effective pending shareholders approval. The Board recommends the revision of Anup Bansal’s remuneration for member’s approval as described in the above resolution.

Mr. Anup Bansal (DIN: 06735149) Managing Director, and his relatives are interested in the above stated matter. No other directors, Key Managerial Personnel of the Company and their relatives, in any way, concerned or interested financially or otherwise in the above said resolutions.

The Board recommends the Resolution at Item No.: 5 for approval of the Members.




DIRECTOR’S REPORT

To,THE MEMBERS,BANSAL MULTIFLEX LIMITEDYour Directors have pleasure in submitting their 4th Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2017.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS: During the year under review, the Company has incurred profit of ` 38,22,096. However, your Directors look

forward to improve the financial position of the Company and are optimistic about the future growth and performance of the Company.

The summarized financial results of the Company for the period ended 31st March, 2017 are as follows:

(Amount in `)

Particulars Year Ending 31st March, 2017

Year Ending 31st March, 2016

Sales 11,76,45,269 2,13,18,280

Other Income 50,272 26,901

Total Income 11,76,95,541 2,13,45,181

Less: Expenditure (11,13,90,762) (2,09,96,599)

Profit/(loss)before Interest, Depreciation, Tax 63,04,779 3,48,582

Less: Interest (3,66,184) 0

Less: Depreciation & Amortization Cost (3,07,275) (3,418)

Less: Extraordinary items 0 0

Profit/(loss)Before Tax 56,31,320 3,45,164

Less: Tax Expenses (18,09,224) (1,22,835)

Profit/(loss)after Tax 38,22,096 2,22,329

2. DIVIDEND With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial

position of the Company, your Directors have decided not to recommend any dividend for the period under review.

3. CAPITAL STRUCTURE The Authorized Share Capital of the Company is increased from ̀ 500,000 (Rupees Five Lakhs) divided into 50,000

(FiftyThousand)equitysharesof` 10 each to `10,00,00,000(Rupees ten crores) divided into 1,00,00,000(one Crore)equityshareof` 10 each.

The Paid up share capital of the Company is increased from ̀ 100,000 (Rupees One Lakh) divided into 10,000 (Ten Thousand)equitysharesof10/-eachto` 5,41,00,000(Rupees Five crore forty one Lakh) divided into 54,10,000 (FiftyFourLakhtenthousand)equitysharesof` 10 each due to preferential issue of Shares. (our Company has acquiredthebusinessofproprietorshipconcernsofourpromotersAnupkumarBansalandSumanBansalviz.M/s. Bansal Enterprises and M/s. Ayush Marketing, respectively through slump sale agreement dated 25th March, 2017)

Further, the paid up share capital of the Company is increased from `5,41,00,000(Rupees Five crore forty one Lakh)dividedinto54,10,000(FiftyFourLakhtenthousand)equitysharesof` 10 each to ` 6,20,00,000(Rupees SixCroresTwentyLakhs)dividedinto20,00,000(TwentyLakhs)equitysharesatafacevalueof` 10/- each and a premium of `21/-eachduetoinitialPublicoffer.TheaforesaidEquitySharesislistedonNSE-Emerge Platform.

During the year under review, the Company has not issued shares with differential voting rights nor has granted anystockoptionsorsweatequity.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND


BANSAL MULTIFLEX LIMITED Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not

apply.

5. CHANGE IN THE NATURE OF THE BUSINESS OF THE COMPANY

During the year, there is no change in the nature of the business of the Company.

6. CHANGE OF NAME

The name of the Company was changed from “BANSAL TRADEWORLD PRIVATE LIMITED” to “BANSAL MULTIFLEX PRIVATE LIMITED” on 24thAugust,2016,pursuanttorequisiteapprovals.Further,on01st September, 2016, the CompanywasconvertedintoPublicLimitedCompanyandconsequentlynameofcompanywaschangedfrom“BANSAL MULTIFLEX PRIVATE LIMITED” to “BANSAL MULTIFLEX LIMITED” vide Special resolution passed by the Shareholders at the Extra Ordinary General Meeting held on 17th August, 2016 and a fresh certificate of incorporation dated 01st September, 2016 issued by the Registrar of Companies, Gujarat, Ahmedabad.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the periodunderreview.Hence,therequirementforfurnishingthedetailsofdepositswhicharenotincompliance with Chapter V of the Act is not applicable.

8. TRANSFER TO RESERVES

During the year, Our Company has not transfer any amount to specific reserves.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal.

12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY:

• thestepstakenorimpactonconservationofenergy: Nil

i. the steps taken by the company for utilizing alternate sources of energy : None

ii. thecapitalinvestmentonenergyconservationequipments:Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution : None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported : None

b) the year of import : N.A.

c) whether the technology been fully absorbed : N.A.



d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof : N.A. iv. the expenditure incurred on Research and Development : Nil C. FOREIGN EXCHANGE EARNING & OUTGO : Foreign Exchange Earning: NIL Foreign Exchange Outgo : NIL13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL

RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said

provisions are not applicable.14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES

ACT, 2013 During the year, the Company has not given loan, guarantee or provided security in connection with the loan to

any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 read with rules made there under except an advance which was granted to a proprietor namely lovekush trading Company (Not related to the promoter, Promoter Group, Directors,Key Managerial personnel(KMP)of the company and/or their relatives as a Related Party as a Related party as defined under Section 2(76) of the Companies Act,2013).The members arerequestedtoreferthenotestothefinancialstatementwhichareformsthepartoftheAnnualReportfordetailed information.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES During the year, there are contracts or arrangements were made with related parties falling under the purview

of Section 188 of the Companies Act, 2013 as provided in the Annexure A. There are no materially significant related party transactions made by the Company with Promoters, Directors,

Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

16. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL i. Composition of Board;

Name of Directors Designation Category No. of Board

Meeting held during

the year

No. of Board Meeting attended

during the year

Anupkumar Rajendrakumar Bansal

Chairman & Managing Director

Promoter Executive 8 8

Suman Anup Bansal Whole time Director

Promoter Executive 8 8

Aashi Anup Bansal** Director Promoter Group Non-Executive

8 6

Rajender Kumar Ramchander Bansal**

Director Promoter Group Executive

8 7

Rajesh Kumar Singal* Director Independent 8 4Aesha Jashwantray Mashru# Director Independent 8 1Jagdish Sahu## Director Independent 8 4

* Rajesh Kumar Singal and Jagdish Sahu were appointed as Director w.e.f. 30/08/2016 ** Aashi Anup Bansal and Rajender Kumar Ramchander Bansal were appointed as director w.e.f.

26/07/2016 ## Mr. Jagdish Sahu ceased to be The Director of the Company with effect from 27/03/2017. # Ms. Aesha Jashwantray Mashru was appointed as an additional director on 27/03/2017.

ii. APPOINTMENT:


BANSAL MULTIFLEX LIMITED Appointment of Ms. Aesha Jashwantray Mashru as an additional director of the Company:

During the year under review, in accordance with the provisions of Section 149(1) and 161(1) of the Companies Act, 2013 Ms. Aesha Jashwantray Mashru (DIN: 07777229) was appointed as Additional Director by the Board of Directors of the Company in their Meeting held on 27th March, 2017.

The relevant details including profile of Ms. Aesha Jashwantray Mashru is included separately in the Notice calling the 4th Annual General Meeting of the Shareholders.

iii. CESSATIONS:

Mr. Jagdish Sahu [DIN- 07601479], Director of the Company has resigned from the directorship of theCompany with effect from 27/03/2017.

The Board places on record its appreciation for contributions and guidance provided by Mr. Jagdish Sahu during his respective tenure as a Director of the Company.

iv. RETIREMENT BY ROTATION

Inaccordancewiththeprovisionsofsection152[6]oftheActandintermsofArticlesofAssociationoftheCompany,Mr.AnupBansal [DIN:06735149]being liable to retireby rotation, shall retireat theensuingAnnual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

v. KEY MANAGERIAL PERSONNEL

During the year, Mr. Anupkumar Bansal was appointed as Managing Director in the Annual General Meeting of the Company held on 29/09/2016 for a period of 5 years. Mrs. Suman Bansal was appointed as Whole time director in the Extra Ordinary General Meeting held on 25th March, 2017 for a period of 3 years. Ms. Vrusha Patel was appointed as Company Secretary by the Board of directors in their meeting held on 30/08/2016. Mr. RaviShankar Mishra, Chief Financial Officer appointed at the Board meeting Held on 27/02/2017.

Further, Ms. Aashi Anup Bansal ceased to be Chief Financial Officer with effect from 27/02/2017.

As on the date of this report, Mr. Anupkumar Bansal, Chairman cum Managing Director, Mrs. Suman Bansal, Whole time director, Ms. Vrusha Patel, Company Secretary, Mr. RaviShankar Mishra, Chief Financial Officer are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made thereunder.

vi. NUMBER OF BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met Eight (8) times on 02/07/2016, 26/07/2016, 30/08/2016, 26/10/2016, 12/12/2016, 27/02/2017, 22/03/2017 and 27/03/2017 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

vii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member’s contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

viii. DECLARATIONS BY INDEPENDENT DIRECTORS & THEIR SEPARATE MEETING

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the Board, the Independent directors meet the said criteria.



During the year under review the Independent Directors duly met pursuant to the provisions as specified inScheduleIVoftheCompaniesAct,2013andthequorumwaspresentthroughoutthemeeting.

17. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual financial statements for the year ended on 31st March, 2017, applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2017 and of the profit of the company for the year ended on that date,

c) properandsufficientcarehasbeentakenformaintenanceofadequateaccountingrecordsinaccordancewith the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

d) the annual financial statements are prepared on a going concern basis

e) properinternalfinancialcontrolsareinplaceandthatthefinancialcontrolsareadequateandareoperatingeffectively and

f ) thesystemstoensurecompliancewiththeprovisionsofallapplicablelawsareinplaceandareadequateand operating effectively.

18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of Company was constituted by the Board of the Company on 27.03.2017 in accordance with the provisions of Section 177 of the Companies Act, 2013 and rules made thereunder. The Board hereby disclose the composition of the Audit Committee and other relevant matters as under:

Sr. No. Name of the Member Designation Category

1. Ms. Aesha Mashru Chairman Independent Director

2. Mr. Rajesh Singal Member Independent Director

3. Mr. Anup Bansal Member Executive Director

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

19. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:-

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigilmechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

TheBoardofDirectorsoftheCompanyfrequentlyreviewsthevigilmechanism/whistleblowerpolicyinordertoensureadequatesafeguardstoemployeesandDirectorsagainstvictimization.

The said policy is also available on the website of the Company at www.bansalmultiflex.com

20. NOMINATION AND REMUNERATION COMMITTEE

a) Composition of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted by the Board of the Company on 27th March 2017.


BANSAL MULTIFLEX LIMITED As on the date of this report, the Committee comprises of the following members:




3. Ms. Aashi Bansal Member Non-Executive Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes,independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The said policy is furnished in “Annexure B” and is attached to this report.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:




3. Mr. Anup Bansal Member Executive Director

Details of Investor’s grievances/ Complaints: The Company has not received any complaints during the year. The pending complaints of the Shareholders/

Investors registered with SEBI at the end of the current financial year ended on 31st March, 2017 are NIL.

Therewerenopendingrequestsforsharetransfer/dematerialisationofsharesasof31st March 2017.

Compliance Officer: The Compliance officer of the Company is Ms.Vrusha Patel.

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS- TheCompanyhasplacedanadequateInternalFinancialControlswithreferencetoFinancialStatements.The

Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controlsrelating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There was no case filed during the year, under the sexual harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Company have incorporated subsidiary Company namely A2S Global Enterprise DMCC in Dubai, UAE

26. AUDITORS i. STATUTORY AUDITORS M/S. Kishor Goyal & CO., Chartered Accountants, was appointed as Statutory Auditors for a period of 5

year(s) in the Annual General Meeting held on 30th September, 2015 to hold the office till the conclusion of 7th Annual General Meeting of the Company to be held in the year 2020. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall place the matter relating to such appointment for ratification by members at every annual



general meeting and therefore it is proposed to ratify the appointment of M/s. Kishor Goyal & CO., Chartered Accountants, as the Statutory Auditors of the Company.

The consent of M/s. Kishor Goyal & CO., Chartered Accountants, Ahmedabad along with certificate under Section 139 of the Act has been obtained to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

Therearenoqualifications,reservationsoradverseremarksmadebyM/s.KishorGoyal&Co.,CharteredAccountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March 2017 read with the explanatory notes therein are self explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

ii. SECRETARIAL AUDITOR IntermsofSection204oftheActandRulesmadethereunder,therequirementofobtainingaSecretarial

Audit Report from the Practicing Company Secretary is not applicable to the Company. iii. COST AUDITORS The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013

read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

27. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies

(Management and administration) Rules, 2014 is furnished in Annexure “C” and is attached to this Report.28. PARTICULARS OF EMPLOYEES- The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this report as ‘Annexure D’. However, as permitted in terms of Section 136 of the Act, this Annual Report is being sent to all the members and others entitled thereto, excluding the said annexure. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by members at the Registered Office of the Company, 21 days before the 4th Annual General Meeting and upto the date of Annual General Meeting during business hours on working days.

29. CORPORATE GOVERNANCE Your Company has been complying with the principals of good Corporate Governance over the years and is

committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

Therefore, the Corporate Governance Report is not applicable on the Company and therefore not provided by the Board

30. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation

34(2)(e) of the Listing Regulations is given as an annexure to this report.ACKNOWLEDGEMENTSYour Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the BoardSd/-

Anupkumar Bansal Date : 29/08/2017 Chairman and Managing DirectorPlace : Ahmedabad (DIN: 06735149)


BANSAL MULTIFLEX LIMITEDMANAGEMENT DISCUSSION AND ANALYSIS REPORT

i) Industry Structure and Development

Our Company is engaged in trading of cloth, different type of semi furnished fabrics, varieties of finished fabrics and different type of chemicals primarily used in making detergent and soaps. Our Company engages services of third party job workers for processing of Grey cloth which includes dying, bleaching, printing, drying etc. Our Company trades semi-finished and finished product to garment houses for manufacturing of garments in the apparel industry. Our Product portfolio comprises of wide range of fabrics Grey fabric, Cotton Fabric, Dress materials , Matchings, Twill Fabrics, Satin fabrics, Slub Satin Fabrics, Cotton Slub fabrics, Dobby fabrics, Meti fabrics, Jute Fabrics, Denim Fabric, Xford Fabrics, Rencho Fabrics, Micro Cotton Fabrics and Raymond Cotton Fabrics under the spectrum of fabric and cloth and Acid Slury (LABSA),AOS Chemicals, Caustic Flakes, Caustic Soda Flakes under the spectrum of chemicals.

ii) Opportunities and Threats

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market. The organised apparel segment is expected to grow at a Compound Annual Growth Rate (CAGR) of more than 13 per cent over a 10-year period.

iii) Internal Control system and their adequacy

TheCompanyhasadequatesystemof internalcontrolcommensuratewith itssizeandoperationstoensureorderly and efficient conduct of the business. These controls ensure safeguard of assets, reduction and detection of fraudsanderror,adequacyandcompletenessof theaccountingrecordandtimelypreparationof reliablefinancial information.

iv) Financial performance with respect to operational performance

The financial performance of the Company for the year 2016-17 is described in the Directors Report.

v) Segment wise Performance:

During the year, the Company’s revenues are ` 62550405 (i.e. 53.17%) in textile segment and ` 55094864 (i.e. 46.83%)in chemical. Our Company has achieved a progress in its operations but due to its future expansion plans and emerging opportunities your directors expect increase in its revenue and income.

vi) Recent Trend and Future Outlook:

The sector in which the Company has been operating is developing faster and provides ample growth opportunities.

vii) Risk and Concerns

Our business is subjected to various risks and uncertainties, our results of operations and financial conditions are affected by numerous factors including the following:

• Diversifiedproductsandcustomerbase

• RangeofproductsandDistributionChannel

• QualityofProducts

• TimelyExecutionoforders

• LeveragingtheexperienceofourPromoters

• CordialrelationswithourClientsandSuppliers



viii) Material developments in Human Resources/Industrial Relations front, including the number of people employed.

During the year under review, no such initiatives and/or developments in Human Resources/Industrial Relations front has been taken by the Company.

ix) Cautionary Statement:-

Statement in this Management Discussion and Analysis describing the company’s objectives, projections, estimated and expectations are “forward looking statements” Actual results might differ, materially from those anticipated because of changing ground realities.

For and on behalf of the BoardSd/-

Anupkumar Bansal Date : 29/08/2017 Chairman and Managing DirectorPlace : Ahmedabad (DIN: 06735149)


BANSAL MULTIFLEX LIMITEDANNEXURE - A

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act

and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship BANSAL ENTERPRISE (DIRECTOR'S FIRM)

(b) Nature of contracts/arrangements/transactions PURCHASE

(c) Duration of the contracts / arrangements/transactions UPTO MARCH 2018

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

1,846,718

(e) Date(s) of approval by the Board, if any: 02/07/2016

(f ) Amount paid as advances, if any: -

(a) Name(s) of the related party and nature of relationship Ayush Marketing (DIRECTOR'S FIRM)

(b) Nature of contracts/arrangements/transactions PURCHASE



8167747



(a) Name(s) of the related party and nature of relationship Ayush Marketing (DIRECTOR'S FIRM)

(b) Nature of contracts/arrangements/transactions SALE



2530441





Annexure - BNOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Agreement, as amended from time to time. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

“Remuneration”meansanymoneyoritsequivalentgivenorpassedtoanypersonforservicesrenderedbyhimandincludesperquisitesasdefinedundertheIncome-taxAct,1961;

“Key Managerial Personnel” means:

i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

ii) Chief Financial Officer;

iii) Company Secretary; and

iv) such other officer as may be prescribed.

“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excludingBoardofDirectors.Normally, thiswould comprise allmembersofmanagement, of rank equivalent toGeneral Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that

• Thelevelandcompositionofremunerationisreasonableandsufficienttoattract,retainandmotivatedirectorsofthequalityrequiredtorunthecompanysuccessfully;

• Relationshipofremunerationtoperformanceisclearandmeetsappropriateperformancebenchmarks;and

• remunerationtodirectors,keymanagerialpersonnelandseniormanagementinvolvesabalancebetweenfixedand incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• Toformulatecriteriafordeterminingqualifications,positiveattributesandindependenceofaDirector.

• ToformulatecriteriaforevaluationofIndependentDirectorsandtheBoard.

• ToidentifypersonswhoarequalifiedtobecomeDirectorsandwhomaybeappointedinSeniorManagementinaccordance with the criteria laid down in this policy.

• TocarryoutevaluationofDirector’sperformance.

• TorecommendtotheBoardtheappointmentandremovalofDirectorsandSeniorManagement.

• TorecommendtotheBoardpolicyrelatingtoremunerationforDirectors,KeyManagerialPersonnelandSeniorManagement.

• TodeviseapolicyonBoarddiversity,composition,size.

• SuccessionplanningforreplacingKeyExecutivesandoverseeing.

• TocarryoutanyotherfunctionasismandatedbytheBoardfromtimetotimeand/orenforcedbyanystatutorynotification, amendment or modification, as may be applicable.

• Toperformsuchotherfunctionsasmaybenecessaryorappropriatefortheperformanceofitsduties.

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) TheCommitteeshallidentifyandascertaintheintegrity,qualification,expertiseandexperienceofthepersonfor appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.


BANSAL MULTIFLEX LIMITEDb) Apersonshouldpossessadequatequalification,expertiseandexperienceforthepositionhe/sheisconsidered

for appointment. The Committee has authority to decide whether qualification, expertise and experiencepossessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits



as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) IntheopinionoftheCommittee,thedirectorpossessestherequisitequalificationforthepracticeofthat profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• TheCommitteemayissueguidelines,procedures,formats,reportingmechanismandmanualsinsupplementand for better implementation of this policy as considered appropriate.

• TheCommitteemayDelegateanyofitspowerstooneormoreofitsmembers.


BANSAL MULTIFLEX LIMITEDAnnexure- C

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2017[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1. CIN: U36100GJ2013PLC077651

2. Registration Date 27/11/2013

3. Name Of The Company BANSAL MULTIFLEX LIMITED

4. Category / Sub-Category Of the Company

Company limited by Shares

5. Address Of The Registered Office And Contact Details

72, THE NUTAN GUJ. CO OP SHOPS AND WAREHOUSES SOC. O/S RAIPUR GATE, NEAR LAXMI COTTON MILL AHMEDABAD Ahmedabad GJ 380022 IN

6. Whether Listed Company No

7. Name, Address And Contact Details Of Registrar And TransferAgent, If Any

-

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities Contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No.

Name and Description ofmain products / services

NIC Code ofthe Product/ service

% to total turnover ofthe company

1 Wholesale of other clothing items n.e.c. 46419 53.17

2 Wholesale of industrial chemicals 46691 46.83

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE

% of Shares held

Applicable Section

N.A.



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year(01/04/2016)

No. of Shares held at the end of the year(31/03/2017)

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF - 10000 10000 100 - 54,09,800 54,09,800 100 -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any otherDirectors/Relatives

- - - - - - - - -

Sub-total (A)(1):- 10000 10000 100 54,09,800 54,09,800 100 -

(2) Foreign

a)NRIs-Individuals - - - - - - - - -

b) Other-Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Bank/FI - - - - - - - - -

e) Any - - - - - - - - -

Other. . .

Sub-total (A)(2):- - - - - - - - - -

Total Shareholding of Promoter (A)=(A)(1)+(A(2)

- 10000 10000 100 - 54,09,800 54,09,800 100 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f ) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -


BANSAL MULTIFLEX LIMITEDCategory of Shareholders

No. of Shares held at the beginning of the year(01/04/2016)

No. of Shares held at the end of the year(31/03/2017)

% Change during

the year Demat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

2. Non-Institutions

a) Bodies Corp. - - - - - - - - -

i) Indian

ii) Overseas - - - - - - - - -

b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

- - - - - 200 200 Negligible -

ii) Individual shareholders holding nominal share capital in excess of `1 lakh

- - - - - - - - -

c) Others 1.Hindu Undivided Families

2.Non Resident Repatriates

- - - - - - - - -

Sub-total (B)(2):- 200 200 Negligible -

Total Public Shareholding (B)=(B)(1)+ (B)(2)

200 200 Negligible -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) - 10000 10000 100 - 54,10,000 54,10,000 100 -



(ii) Shareholding of Promoters:

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

(01/04/2016)

Share holding at the end of the year(31/03/2017)

% change in share holding during

the year

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

No. of Shares


company

%of Shares Pledged /

encumbered to total shares

1. Anupkumar Bansal 5000 50 - 50,04,000 92.50 - 42.5

2. Suman Bansal 5000 50 - 4,02,700 7.44 - (42.56)

3. Aashi Anup Bansal - - - 1,000 0.02 - 0.02

4. Tejas Anup Bansal - - - 1,000 0.02 - 0.02

5. Rajendrakumar Ramchandra Bansal

- - - 500 0.01 - 0.01

6. Kaushyla Devi Rjendewr Kumar Bansal

- - - 500 0.01 - 0.01

7. Rekha Anil Mittal - - - 100 Negligible -

TOTAL 10000 100 54,09,800 100 -

(iii) Change in Promoters’ Shareholding (please specify, if there is no change):-

Sr. No.


(01/04/2016)

Cumulative Shareholding during

the year

No. of Shares

% of total shares of the

Company

No. of Shares


Company

1 Anupkumar Bansal

At the beginning of the year 5000 0.09 5000 0.09

Transfer on 02/07/2016 (1000) (0.01) 4000 0.08

Increase• PreferentialAllotmenton27th March,

2017 50,00,000 92.42 5004000 92.50

At the end of the year 5004000 92.50 5004000 92.50

2 Suman Bansal


Transfer on 02/07/2016 (2300) 0.04 2700 0.05

Increase• PreferentialAllotmenton27th March,

2017 400000 7.39 402700 7.44



BANSAL MULTIFLEX LIMITEDSr. No.


(01/04/2016)


the year

No. of Shares


Company

No. of Shares


Company

3 Aashi Anup BansalAt the beginning of the year - - - -Transfer on 02/07/2016 - - 1000 0.02At the end of the year 1000 0.02 1000 0.02

4 Tejas Anup BansalAt the beginning of the year - - - -Transfer on 02/07/2016 - 1000 0.02At the end of the year 1000 0.02 1000 0.02

5 Rajendrakumar Ramchandra BansalAt the beginning of the year - - - -Transfer on 02/07/2016 500 0.01At the end of the year 500 0.01 500 0.01

6 Kaushyla Devi Rjendewr Kumar BansalAt the beginning of the year - - - -Transfer on 02/07/2016 - - 500 0.01At the end of the year 500 0.01 500 0.01

7 Rekha Anil MittalAt the beginning of the year - - - -Transfer on 02/07/2016 - - 100 0.00At the end of the year 100 0.00 100 0.00

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):-

Sr.No.

For each of the Top 10 Shareholders

Reason Shareholding at the beginning of the

year

Cumulative shareholding

during the yearNo. of

Shares% of total

Shares of the

Company

No. of Shares


Company1. Piyush Prem Prakash Bajitpuria

At the beginning of the year - - -increase Transfer on

02/07/2016- - 100 Negligible

At the end of the year - - 100 Negligible 2. Amit kumar Suresh mittal

At the beginning of the year - - - - -Increase Transfer on

02/07/2016- - 100 Negligible

At the end of the year - - 100 Negligible



(v) Shareholding of Directors and Key Managerial Personnel:-

Sr No.

Shareholding of each Directors and each Key Managerial Personnel

Reason Shareholding at the beginningof the year


theyear

No. of shares

% of totalshares of

thecompany

No. of shares

% of totalshares of

thecompany

1. Anupkumar Bansal


Transfer on 02/07/2016 (1000) (0.01) 4000 0.08

Increase• PreferentialAllotmenton27th

March,2017

50,00,000 92.42 5004000 92.50


2. Suman Bansal

At the beginning of the year - 5000 0.09 5000 0.09

Transfer on 02/07/2016 - (2300) 0.04 2700 0.05

Increase Preferential Allotment on 27th March,2017

400000 7.39 402700 7.44

At the end of the year - 402700 7.44 402700 7.44

3. Aashi Bansal

At the beginning of the year - Nil Nil Nil Nil

Transfer on 02/07/2016 - - - 1000 0.02


4. Rajendrakumar Ramchandra Bansal

At the beginning of the year - Nil Nil Nil Nil

Transfer on 02/07/2016 1000 0.02



BANSAL MULTIFLEX LIMITEDV. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding

deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 0.00 17,07,159 90,000 17,97,159

ii) Interest due but not paid 0.00 0.00 0.00 0.00

iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 0.00 17,07,159 90,000 17,97,159

Change in Indebtedness during the financial year

• Addition 9,63,03,762 34,00,543 90,000 9,97,94,305

• Reduction 3,54,86,145 32,54,213 90,000 3,88,30,367

Net Change 6,08,17,617 1,85,34,886 0.00 7,93,52,503

Indebtedness at the end of the financial year

i) Principal Amount 6,08,17,617 1,85,34,886 90,000 7,94,42,503

ii) Interest due but not paid 0.00 0.00 0.00 0.00

iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 6,08,17,617 1,85,34,886 90,000 7,94,42,503

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

SN.

Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount

Mr. Anup Bansal Mrs. Suman Bansal

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

35000(5000 P.M. from 01/09/2016 to 31/03/2017)

600000 635000

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961

- -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- -

2 Stock Option - -3 SweatEquity - -4 Commission

- as % of profit- others, specify…

- -

5 Others, please specify - - Total (A) 35000 600000 635000

Ceiling as per the Act



B. Remuneration to other Directors:

SN.


Name of Directors Total Amount

AASHI ANUP

BANSAL

RAJENDER KUMAR RAMCHANDER

BANSAL

RAJESH KUMAR SINGAL

AESHA JASHWANTRAY

MASHRU

1 Independent Directors -

Fee for attending board committee meetings

- - 3000 per meeting

-

Commission - - - - -

Others, please specify - - - - -

Total (1) - - - - -

2 Other Non-Executive Directors

- - -

Fee for attending board committee meetings

- - - - -

Commission - - - -

Others, please specify - - - - -

Total (2) - - - - -

Total (B)=(1+2) - - - - -

Total Managerial Remuneration

- - - - -

Overall Ceiling as per the Act

`1,00,000/- per meeting

`1,00,000/- per meeting

-


BANSAL MULTIFLEX LIMITED C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

SN


Key Managerial Personnel

CFO CS Total

Mr. RAVISHANKAR MISHRA

Ms. Vrusha Patel

1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

NIL 2,40,000 2,40,000

(b)Valueofperquisitesu/s17(2)Income-taxAct, 1961

NIL NIL NIL

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

NIL NIL NIL

2 Stock Option NIL NIL NIL

3 SweatEquity NIL NIL NIL

4

Commission

- as % of profit Nil Nil

others, specify… Nil Nil

5 Others, please specify Nil Nil

Total - 2,40,000 2,40,000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/NCLT /COURT]

Appeal made, if

any (give details)

A.COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - -

B.DIRECTORS

Penalty - - - - -


Compounding - - - -

C.OTHER OFFICERS IN DEFAULT

Penalty - - - - -


Compounding - - - -



INDEPENDENT AUDITORS’ REPORT

TO,THE MEMBERS OF BANSAL MULTIFLEX LIMITED Ahmedabad (Gujrat)

Report on the Financial Statements

We have audited the accompanying financial statements of Bansal Multiflex Limited (Formally Known Bansal Tradeworld Pvt Ltd) (“the Company”), which comprise the Balance Sheet as on 31/03/2017, the Statement of Profit and Loss, for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules,2014.Thisresponsibilityalsoincludesmaintenanceofadequateaccountingrecordsinaccordancewith the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimatesthatarereasonableandprudent;anddesign,implementationandmaintenanceofadequateinternalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are requiredtobeincludedintheauditreportundertheprovisionsoftheActandtheRulesmadethereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.ThoseStandardsrequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for thepurposeofexpressinganopiniononwhethertheCompanyhasinplaceanadequateinternalfinancialcontrolssystem over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatementsgivetheinformationrequiredbytheActinthemannersorequiredandgiveatrueandfairviewin conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as on 31/03/2017 and its Profit the on that date.

Report on Other Legal and Regulatory Requirements

AsrequiredbytheCompanies(Auditors’Report)Order,2016(“theOrder”)issuedbytheCentralGovernmentofIndiain terms of sub section (11) of section 143 of the Companies Act, 2013. We give in the Annexure A statements on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.


BANSAL MULTIFLEX LIMITEDAsrequiredbySection143(3)oftheAct,wereportthat:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofarasitappearsfrom our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31/03/2017 taken on record by theBoardofDirectors,noneofthedirectorsisdisqualifiedas31/03/2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f ) WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompanyandtheoperating effectiveness of such controls, refer to our separate report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. Therehasbeennodelayintransferringamounts,requiredtobetransferred,totheInvestorEducationandProtection Fund by the Company.

FOR Kishor Goyal &Co.(Chartered Accountants)

Reg. No. 008897N

Sd/-Premchand Kadmawala

Date : 25/04/2017 (Partner)Place : Ahmedabad Membership No: 030740



“ANNEXURE A” TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF BANSAL MULTIFLEX LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Bansal Multiflex Limited .

(“The Company”) as on 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation andmaintenanceof adequate internal financial controls thatwereoperatingeffectively for ensuring theorderlyand efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timelypreparationofreliablefinancialinformation,asrequiredundertheCompaniesAct,2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered AccountantsofIndia.ThoseStandardsandtheGuidanceNoterequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetheradequateinternalfinancialcontrolsoverfinancial reporting was established and maintained and if such controls operated effectively in all material respects.

Ouraudit involvesperformingprocedures toobtainauditevidenceamout theadequacyof the internalfinancialcontrol system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and operating effectiveness of internal control based on the assessed risk. The procedures selected depend upon on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonableassuranceregardingpreventionortimelydetectionofunauthorizedacquisition,use,ordispositionofthecompany’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future


BANSAL MULTIFLEX LIMITEDperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreportingmaybecomeinadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

Inouropinion,theCompanyhas,inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancialreporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issues by the Institute of Chartered Accountants of India.


Reg. No. 008897N

Sd/-Premchand Kadmawala

Date : 25/04/2017 (Partner)Place : Ahmedabad Membership No: 030740



ANNEXURE AREPORTS UNDER THE COMPANIES (AUDITORS REPORT) ORDER, 2016 (CARO 2016)

FOR THE YEAR ENDED ON 31ST MARCH 2017To,The Members of Bansal Multiflex Limited

(1) In Respect of Fixed Assets

(a) Thecompanyhasmaintainedproper recordsshowing fullparticulars includingquantitativedetailsandsituation of fixed assets.

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) Yes held in the name of co but Motor Car is in the name of one of the director

(2) in Respect of Inventories

Physical verification of inventory has been conducted at reasonable intervals by the management.

(3) Compliance under section 189 of The Companies Act, 2013

As informed, the company has granted loans to 2 parities of `230732/, unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(a) In our opinion and according to the information and explanations given to us. The rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest to the company.

(b) The loans granted are re-payable on demand. As informed, the company has not demanded repayment of any such loan during the year, thus, there has been no default on the part of the parties to whom the money has been lent. The payment of interest has been regular.

(c) There is no overdue amount of loans granted to companies, firms or other parties listed in the register maintained un section 189 of the companies Act, 2013.

(4) Compliance under section 185 and 186 of The Companies Act , 2013

While doing transaction for loans, investments, guarantees, and security provisions of section 185 and 185 of Companies Act, 2013 have been complied with.

(5) Compliance under section 73 to 76 of The Companies Act, 2013 and Rules framed thereunder while accepting Deposits

The Company have taken unsecured loan of ̀ 2075890/- from one of the Director of the Company. In our opinion & according to information and explanations given to us the company has complied with directives issued by the RBI and provisions of Sec.73 to 76 of the compnay’s act. 2013 and rules framed thereunder.

(6) Maintenance of cost records

TheCompanyisnotrequiredtomaintaincostrecordspursuanttotheRulesmadebytheCentralGovenmentforthe maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013.

(7) Deposit of Statutory Dues

(a) The company is regular in depositing the undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales, tax wealth tax, service tax, custom duty, excise duty cess and other statutory dues applicable to the Company with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they become payable.

(b) There is no dispute with the revenue authorities regarding any duty or tax payable.


BANSAL MULTIFLEX LIMITED(8) Repayment of Loans and Borrowings

The company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(9) Utilization of Money Raised by Public Offers and Term Loan For which they Raised

The Company has not applied term loans for the purposes other than for which those are raised

(10) Reporting of Fraud During the Year

Based on our audit procedures and the information and explanation made available to us no such fraud noticed or reported during the year.

(11) Managerial Remunearion

Managerialremunerationhasbeenpaidorprovidedinaccordancewiththerequisiteapprovalsmandatedbythe provisions of section 197 read with Schedule V to the Companies Act.

(12) Compliance by Nidhi Company Regarding Net Owned Fund to Deposits Ratio

As per information and records available with us The Company is not Nidhi Company.

(13) Related party compliance with Section 177 and 188 of companies Act - 2013

Yes, All transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013whereapplicableandthedetailshavebeendisclosedintheFinancialStatementsetc,asrequiredbytheapplicable accounting standards.

(14) Compliance under section 42 of Companies Act - 2013 regarding Private placement of Shares or Debentrues

Not applicable as no preferential allotment made during the year.

(15) Compliance under section 192 of Companies Act 2013

The Company have take over the business of two related party namely 1) Barisal Enterprise at ` 51506455 2) Ayush Marketing at ` 4050196 at book cost as on 18th January, 2017 and approval for the such arrangement is accorded by resolution passed in Extra Ordinary General Meeting held as on 9th January, 2017 at the registered office of the company.

(16) Requirement of Registration under 45-IA of Reserve Bank of India Act, 1934

Thecompanyisnotrequiredtoberegisteredundersection45-IAoftheReserveBankofIndiaAct.


Reg. No. 008897NSd/-

Premchand KadmawalaDate : 25/04/2017 (Partner)Place : Ahmedabad Membership No: 030740



BALANCE SHEET AS AT 31ST MARCH, 2017Particulars Note No. As at As at 31-Mar-17 31-Mar-16

I EQUITY AND LIABILITIES

1. Shareholder's Funds (a) Share Capital 1 5,41,00,000 1,00,000 (b) Reserve & Surplus 2 42,79,860 4,57,764

2. Share Application money pending for Allotment

3. Non Current Liabilities (a) Long-term Borrowings 3 6,44,49,559 19,07,159 (b) Deffered Tax Liabilities (Net) - - (c) Other Long Term Borrowings (d) Long Term Provisions

4. Current Liabilities (a) Short Term Borrowings 4 - 54,100 (b) Trade Payables 5 7,29,25,690 31,55,780 (c) Other Current Liabilities 6 1,81,096 1,21,928 (d) Short Term Provisions 7 22,34,586 1,22,970 Total 19,81,70,790 59,19,701

II ASSETS

1 . Non Current Assets (a) Fixed Assets 8 36,61,189 46,182 (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work in Progress (b) Non Current Investments (c) Deffered Tax Assets (Net) 9 40,911 135 (d) Long Term Loans & Advances 10 90,000 90,000 (e) Other Non Current Assets 11 50,000 10,200

2. Current Assets (a) Current Investments (b) Inventories 12 1,50,34,768 14,85,517 (c) Trade Receivables 13 16,26,73,013 21,95,232 (d) Cash&CashEquivalents 14 1,50,97,107 14,37,435 (e) Short Term Loans & Advances 15 15,23,803 6,55,000 Total 19,81,70,791 59,19,701 See accompanying notes to the financial statements

For Kishor Goyal & Co. For Bansal Multiflex Limited(Chartered Accountants) (Formerly known as Bansal Tradeworld Private Limited)FRN : 008897N

Sd/- Sd/- Sd/-CA Premchand Kadmawala Anup Bansal Suman Bansal(Partner) (Director) (Director)Mno. : 030740 DIN:06735149 DIN:06735151

Sd/- Sd/-Date : 25-04-2017 Vrusha Patel RAVISHANKAR MISHRAPlace : Ahmedabad Company Secretary Chief Financial Officer


BANSAL MULTIFLEX LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2017

Particulars Note No. As at As at 31-Mar-17 31-Mar-16

I. Revenue from Operations(Gross) 1 11,76,45,269 2,13,18,280II. Other Incomes 2 50,272 26,901 III. Total Revenue (I + II) 11,76,95,541 2,13,45,181 IV. Expenses: Purchases of Stock-in-Trade 3 11,83,24,982 2,10,41,080 Changes in Inventories of Stock in Trade 4 (1,35,49,251) (11,29,000) Employee Benefit Expenses 5 24,55,500 6,31,610 Finance Costs 6 3,66,184 - Depreciation and Amortization Expense 7 3,07,275 3,418 Other Expenses 8 41,59,530 4,52,909 Total Expenses 11,20,64,221 2,10,00,017 V. Profit before Exceptional and 56,31,320 3,45,164 Extraordinary Items and Tax (III - IV)VI. Exceptional Items - - VII. Profit before Extraordinary Items and Tax (V - VI) 56,31,320 3,45,164VIII. Extra Ordinary Items - - IX. Profit before Tax (VII - VIII) 56,31,320 3,45,164 X. Tax Expense: (1) Current tax 18,50,000 1,22,970 (2) Deferred Tax (40,776) (135) XI. Profit/ (Loss) for the period from Continuing Operations (IX - X) 38,22,096 2,22,329XII. Profit/Loss from Discontinuing Operations - -XIII. Tax Expense of Discontinuing Operations - -XIV. Profit/ (Loss) from Discontinuing Operations (after Tax) (XII - XIII) - - XV. Profit/ (Loss) for the Period (XI + XIV) 38,22,096 2,22,329 XVI. Earnings Per Equity Share (1) Basic - - (2) Diluted - -See accompanying notes to the financial statementsFor Kishor Goyal & Co. For Bansal Multiflex Limited(Chartered Accountants) (Formerly known as Bansal Tradeworld Private Limited)FRN : 008897N





CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 20172016-2017

Rs2015-2016

Rs

A) Cash Flow from Operating Activities

Net Profit After Tax Provision and Prior Period Adjustments

a 3822096 222329

Add:

i) Adjustment For:

Depreciation and Amortization 307275 3418

Fixed Assets Written Off 0 0

(Profit)/Loss on Sale of Fixed Assets 0

ii) Other Income:

Interest Income (355) 0

Share of Profit on Trade Investment

Capital Gain on Redemption of Investment in Mutual Funds

Other Non Operating Income (49,917) (26,901)

b 257003 (23,483)

Operating Profit before Working Capital Changes

c=a+b 4079099 198846

iii) Adjustment For:

(Increase)/Decrease in Trade Receivables

(160,477,781) (1,224,099)

(Increase)/Decrease in Inventories (13,549,251) (1,129,000)

(Increase)/Decrease in Loans & Advances and Other Assets

(1,121,389) (629,765)

(Increase)/Decrease in Work in Progress

- 0

Increase/(Decrease) in Short term Borrowings

(54,100) 54100

Increase/(Decrease) in Trade Payables

69769910 1984121

Increase/(Decrease) in Other Current Liabilities

59168 (78,200)

Increase/(Decrease) in Short Term Provisions

261616 13,424

d 105,111,827) (1,009,419)

Cash Generated from Operations e=c+d (101,032,728) (810,573)

Less: Tax Paid f 1850000 122970

Cash Flow Before Prior Period Adjustments

g=e-f (102,882,728)

(933,543)

Prior Period Adjustments h 0

Net Cash Flow from Operating Activities

i=g+h (102,882,728)

(933,543)


BANSAL MULTIFLEX LIMITED2016-2017

Rs2015-2016

RsB) Cash Flow from Investing Activities

Payments Towards Capital Expenditure

(3,922,282) 49600

Sale of Fixed Assets 0Interest Received 355 0Other Non Operating Income 49917 26901Redemption of Investment in Fixed Maturity Plans of Mutual Funds

0

Purchase of Investment in Fixed Maturity Plans of Mutual Funds

0

Deffered Tax Assets (40,776) (135)Fixed Deposit Placed with Banks having Original Maturity of More than Three Months

(39,800) 5100

Fixed Deposit with Banks Matured having Original Maturity of More than Three Months

0

Long Term Loan & Advance 0 (90,000)Net Cash Flow from Investing Activities

j (4,002,503) (35,435)

C) Cash Flow from Financing ActivitiesDividend Payment (Including Dividend Tax)

0

Interim Dividend Payment (Including Dividend Tax)

0

Long Term Borrowings 62542400 1887746 Addition in Share Capital 54000000 0Net Cash Flow from Financing Activities

k 116542400 1887746

Increase/ (Decrease) in Cash & CashEquivalents

i+j+k 13659672 954203

Cash&CashEquivalentsattheBeginning of the Year

1437435 483231

Cash&CashEquivalentsattheClose of the Year

15097107 1437434

Increase/ (Decrease) in Cash and CashEquivalents

(13,659,672) (954,203)






Notes on Accounts and Accounting Policies forming part of financial statements:Accounting PoliciesThe financial statements of the Company have been prepared under the historical cost convention on an accrual basis of accounting in accordance with the Generally Accepted Accounting Principles in India to comply with the Accounting Standards noted under Section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013 (“the 2013 Act”).

Fixed AssetsThe gross block of the fixed assets is shown at cost, which includes taxes, duties and other identifiable direct expenses, whichareattributabletoacquisitionoffixedassetsuptodateonwhichassetswerefirstputtouse.

DepreciationProvision for Depreciation on fixed assets for the current year is provided as per schedule III.

InventoriesAt Cost or net market realizable whichever is lower.

InvestmentsInvestments if any are valued at cost and include the expenses incurred on specific used for investments.

Revenue RecognitionIn appropriate circumstances, revenue (Income) is recognized when no significant uncertainty as to determination or realization exists. It is policy to the company to provide income on accrual basis.

Contingent LiabilitiesThese, if any are disclose in the notes of accounts. Provision is made in the accounts in respect of those contingencies that are likely to materialize into liabilities after the year-end, till the finalization of accounts and which have materials effect on the Position State in the Balance Sheet.

Related Party TransactionThe company have take over the business of two related party namely

1) Bansal Enterprise at Rs.51506455 2) Ayush Marketing at Rs. 4050196 at book cost as on 18th January, 2017.

2) Remuneration of Rs 635000/ paid to Managing MD Shree Anup Bansal & Smt Suman Bansal Director

3) Prior to take over company had made Purchase of goods of Rs. 1846718 from Bansal Enterprises and purchased goods of Rs 8167747 and sales of goods of Rs.2530441 to Ayush Marketing Ahmedabad proprietary firms of Directors.

Notes to Accounts1. The Balances of creditors, debtors, loans and advances are subjected to confirmation from the respective

parties, if any.

2. AdditionalinformationrequiredunderscheduleIIIoftheCompaniesAct.,2013

None of the employee was in receipt of remuneration aggregating to Rs. 6,00,000/ p.a.

3. Previous year figures are regrouped where ever it is deemed necessary.






Particulars As at As at 31-Mar-17 31-Mar-16

1. (1) SHARE CAPITAL Authorised Share Capital 1,00,00,000EquitySharesof` 10 each 10,00,00,000 5,00,000 Issued Share Capital 10,000EquitySharesof` 10 each 1,00,000 1,00,000 SumanBansal(4,00,000EquitySharesof` 10 each) 40,00,000 AnupBansal(50,00,000EquitySharesof` 10 each) 5,00,00,000 5,41,00,000 Subscribed & Fully Paid Share Capital 10,000EquitySharesof` 10 each 1,00,000 1,00,000 SumanBansal(4,00,000EquitySharesof` 10 each) 40,00,000 AnupBansal(50,00,000EquitySharesof` 10 each) 5,00,00,000 Total 5,41,00,000 1,00,000

1 (2) Reconcilliation share Capital EquityShares(FaceValue` 10 each) Shares Outstanding at the Beginning of the Year 10,000 - (+)Shares Issued During the Year 5400000 10,000 (-)Shares Bought Back During the Year - - Shares Outstanding At the End of The Year 54,10,000 10,000

1 (2) Share Holding More than 5 % of Share Anup Bansal 50,04,000.00 5,000.00 Suman Bansal 4,02,700.00 5,000.00 Total 54,06,700.00 10,000.00 Particulars % of Holding % of Holding 31-Mar-17 31-Mar-16 Anup Bansal 92.49% 50.00% Suman Bansal 7.44% 50.00% Total 99.93% 100.00%

2. RESERVE & SURPLUS Surplus - Opening Balance 4,57,764 2,35,435 (+) Net Profit for the Current Year 38,22,096 2,22,329 (-) Net Loss for the Current Year - Total 42,79,860 4,57,764




3. LONG TERM BORROWINGS Secured - Term Loans (a) From Banks 6,08,17,618 - Total 6,08,17,618 - Unsecured - Term Loans (a) From Banks - - - Loans & Advances From Related Parties 36,31,941 19,07,159 - Loans & Advances From Others - Total 36,31,941 19,07,159 Grand Total 6,44,49,559 19,07,159

4. SHORT TERM BORROWINGS Unsecured - Loans & Advances From Related Parties - 54,100 - Loans & Advances From Others - - Total - 54,100

5. TRADE PAYABLES Trade Payables with Others 7,29,25,690 31,55,780 Total 7,29,25,690 31,55,780

6. OTHER CURRENT LIABILITIES Other Payables 1,81,096 1,08,000 Advance to Debtors - 13,928 Total 1,81,096 1,21,928

7. SHORT TERM PROVISIONS Provisions for Income Tax 18,50,000 1,22,970 Provisions for Employee Benefits - Provisions for Expenses 3,84,586 - Total 22,34,586 1,22,970


BANSAL MULTIFLEX LIMITED8. FIXED ASSETS Particulars Gross Carrying Amount Depreciation & Amortisation Net Carrying Value As at Additions Disposals As at Upto Current Total As At As at April 1, March 31 March 31, Year April 1, March 31 2016 2017 2016 2016 2017 Tengible Assets - ElectricEquipments&Fittings 18,543 7,618 - 26,161 - 12,418 12,418 18,543 13,743 - Furniture & Fixture 27,639 17,203 - 44,842 - 8,021 8,021 27,639 36,821 - Air Conditioner - 1,31,421 - 1,31,421 - 13,316 13,316 - 1,18,105 - Car - 31,38,105 - 31,38,105 - 1,90,597 1,90,597 - 29,47,508 - Camera & CCTV - 1,59,930 - 1,59,930 - 11,596 11,596 - 1,48,334 - Computer & Accessories - 1,01,788 - 1,01,788 - 24,677 24,677 - 77,111 - Computer Software A/c - 36,000 - 36,000 - 15,293 15,293 20,707 - Laptop - 65,350 - 65,350 - 8,059 8,059 - 57,291 - Plant & Machinery - 36,848 - 36,848 - 1,295 1,295 - 35,553 - Television - 22,610 - 22,610 - 1,138 1,138 - 21,472 - Weight Machine - 6,970 - 6,970 - 351 351 - 6,619 - Refrigerataor - 9248 - 9,248 - 465 465 - 8,783 - Cyling Fan - 642 - 642 - 642 642 - - - Orient Fan 905 - 905 - 905 905 - - - Honda Aviator - 23291 - 23,291 - 1,172 1,172 - 22,119 - Kinetic Nova - 6827 - 6,827 - 6,827 6,827 - - - Mobile Phone - 95948 - 95,948 - 4,828 4,828 - 91,120 - Motor cycle - 58865 - 58,865 - 2,962 2,962 - 55,903 - TVS Scooty - 2713 - 2,713 - 2,713 2,713 - - Total 46,182 39,22,282 - 37,79,273 - 3,07,275 3,07,275 46,182 36,61,189


9. DEFERRED TAX ASSET (NET) Deferred Tax Asset 40,911 135 Total 40,911 135

10. LONG - TERM LOANS & ADVANCES Security Deposits - Secured , Considered Good - - Unsecured , Considered Good 90,000 90,000 Other Loans & Advances - Secured , Considered Good - - - Unsecured , Considered Good - Total 90,000 90,000

11. OTHER NON-CURRENT ASSETS - Preliminary Expenses - 10,200 - Investment in FD 50,000 Total 50,000 10,200




12. INVENTORIES a. Raw Materials (Valued at Cost) - -

b. Work in Progress - - (Valued at Cost Plus Expenses to the extent incurred)

c. Finished Goods 1,50,34,768 14,85,517 (Valued at Cost or Net realizable value whichever is lower) Total 1,50,34,768 14,85,517

13. TRADE RECEIVABLES Outstanding for less than 6 months from due date - Secured , Considered Good - -

- Unsecured , Considered Good 16,26,73,013 21,95,232

Outstanding for a period exceeding 6 months from due date - Secured , Considered Good - -

- Unsecured , Considered Good - - Total 16,26,73,013 21,95,232

14. CASH & CASH EQUIVALENTS Balances with Banks 1,32,19,450 1,76,242

Cash in Hand 18,77,657 12,61,193 Total 1,50,97,107 14,37,435

Note : Balances with Banks as per Reconciliation Statement

15. SHORT-TERM LOANS & ADVANCES Loans & Advances to Related Parties - Secured , Considered Good -

- Unsecured , Considered Good 2,30,732 6,55,000

Other Loans & Advances - Secured , Considered Good - -

- Unsecured , Considered Good 12,93,071 - Total 15,23,803 6,55,000




1. REVENUE FROM OPERATIONS - Sale of Products 11,76,45,269 2,13,18,280 - Sale of Services - - Less : Excise Duty - - Total 11,76,45,269 2,13,18,280

2. OTHER INCOME - Interest Income 355 - - Other Non Operating Income 49,917 26,901 Total 50,272 26,901

3. PURCHASE OF STOCK-IN-TRADE Purchase of Stock in Trade 11,83,24,982 2,10,41,080 Total 11,83,24,982 2,10,41,080

4. CHANGES IN INVENTORY Opening Bal. of Stock (Fin. Goods/WIP/Raw Mat.) 14,85,517 3,56,517 Less: Closing Bal. of Stock in Trade 1,50,34,768 14,85,517 Total (1,35,49,251) (11,29,000)

5. EMPLOYEE BENEFIT EXPENSES - Director's Remuneration 6,35,000 2,40,000 - Salaries and Wages 18,20,500 3,91,610 - Staff Welfare Expenses - Total 24,55,500 6,31,610

6. FINANCE COSTS - Interest Expenses 3,66,184 - Total 3,66,184 -

7. DEPRECIATION & AMORTIZATION - Depreciation & Amortization 3,07,275 3,418 Total 3,07,275 3,418

8. OTHER EXPENSES - Payment to Auditors 50,000 27,500 - Power & Fuel 1,67,937 44,610 - Rent 3,50,000 99,000 - Repairs to Building 6,900 7,300 - Repairs to Machinery 16,030 2,220 - Miscellaneous Expenses 28,59,925 1,43,058 - Insurance 1,89,004 - General Office Expenses 2,82,313 1,27,510 - Other Direct Expenses 104301 - Transport Expenses 133120 1,711 Total 41,59,530 4,52,909

BANSAL MULTIFLEX LIMITED.Regd. Office: 72, THE NUTAN GUJ. CO OP SHOPS AND WAREHOUSES SOC. O/S RAIPUR GATE, NEAR LAXMI COTTON MILL AHMEDABAD GJ 380022 IN

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (ManagementandAdministration)Rules,2014]

CIN: U36100GJ2013PLC077651Name of the company: BANSAL MULTIFLEX LIMITEDRegistered office: 72, THE NUTAN GUJ. CO OP SHOPS AND WAREHOUSES SOC. O/S RAIPUR GATE,

NEAR LAXMI COTTON MILL AHMEDABAD GJ 380022 IN

Name of the member(s):Registered address:

Email Id:Folio No./Client Id:DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint1. Name:

Address:E-mail Id:Signature:

2. Name: Address:E-mail Id:Signature:

3. Name: Address:E-mail Id:Signature:


ATTENDANCE SLIP

Full name of the Member attending :

Name of Proxy : I hereby record my presence at the Annual General Meeting being held on Thursday, 28th September 2017 at 11.30 A.M. at the registered office of the Company situated at 72, The Nutan Guj. Co Op Shops and Warehouses Soc. O/S Raipur Gate, Near Laxmi Cotton Mill Ahmedabad GJ 380022 IN.

Regd. Folio No. DP Id* Client Id* No. of Share held

* Applicable for members holding shares in dematerialised form.Note:PersonsattendingtheAnnualGeneralMeetingarerequestedtobringtheircopiesofAnnualReport.

Member’s/Proxy’s Signature(To be signed at the time of handling over the slip)



as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 4th Annual general meeting of the company, to be held on Thursday,28th September 2017 at 11.30 A.M. at the registered office of the Company situated at 72, The Nutan Guj. Co Op Shops and Warehouses Soc. O/S Raipur Gate, Near Laxmi Cotton Mill Ahmedabad GJ 380022 IN and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Particulars

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2017, Statement of Profits & Loss, Cash Flow Statement and Notes forming part thereto (“Financial Statement”) for the year ended on 31st March, 2017 and Report of the Board of Directors and Auditors thereon

2. To appoint a Director in place of Mr. Anupkumar Bansal (DIN: 06735149) who retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of the Auditor and fix their remuneration.

4. To Appoint Ms. Aesha Jashwantray Mashru (DIN: 07777229) as an Independent Director of the Company

5. Revision in the remuneration of Managing Director.

Signed this…… day of……… 2017.

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AffaixRevenue

Stamp



BANSAL MULTIFLEX LIMITED72, THE NUTAN GUJ. CO OP SHOPS AND WAREHOUSES SOC. O/S RAIPUR GATE,

NEAR LAXMI COTTON MILL AHMEDABAD GJ 380022 IN

ROUTE MAP FOR AGM VENUE

If undelivered please return to :


bansal multiflex limited · mrs. suman anup bansal whole time director din: 06735151 ... near laxmi...

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