BOARD'S REPORT

To the Members

BEDMUTHA INDUSTRIES LIMITED,

1.The Board of Directors take immense pleasure in presenting the 25th Annual Report together with audited financial statement for the year ended 31st March 2015.

2. SUMMARY OF OPERATIONS/STATE OF THE COMPANY'S AFFAIRS

During the year, the total revenue from operations of your Company increased by 46.09 %, from Rs.241.16 Crores to Rs. 352.31 Crores. The company has incurred profit of Rs.20.91 crores before interest, depreciation and taxes and losses of Rs. 8.56 Crores after taxes as compared to previous year.

3. AMOUNT CARRIED FORWARD TO RESERVES:

Your Company has not transferred any amount to its reserves.

4. DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2014-15 on account of loss incurred by the company.

5. BUSINESS REVIEW

The financial year ended 31st March, 2015 turned out to be tougher year in the series of last two financial years of slow growth. The sudden drop in the commodity prices in the later half of the year was traumatic, affecting the overall economy in all segments across, giving loss on account of inventory carrying and material in transit affecting the bottom line severely for nearly all sectors. The interest rate throughout the year remained nearly unchanged causing liquidity issue in the economy causing low demand and curtailed consumption across the sector to which our company caters its services. Our new project at Nardana, Dhule started in phase manner but could not generate sufficient cash flow to meet its interest obligation, to have correction to this liquidity mismatch. We approached our consortium bankers to restructure the loans to overcome the mismatch in cash flow, which was affected due to slow pace of the market both in prices and demand for the product.

With this background, the performance of your company during the Financial Year 2014-15 is as detailed above.

6. CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business during the year ended 31st March, 2015.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 is ^210,316,110. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

8. DEPOSITS

During the year 2014-15, the Company did not accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

9. INDUSTRY SCENARIO

The Financial Year 2014-15 turned out to be a year of sluggish growth in the line with the last financial year. Your Company falls under the category of steel, a major contributor in the GDP number of the country. The overall growth of steel sector was very slow on account of low demand throughout the world. There was a price pressure due to steel and coal mine issue in our country and falling price scenario for iron ore worldwide on account of demand issue. There was substantial rise of import of steel (more than 50%) during the Financial Year 2014-15 affecting the domestic industry and due to no demand from infrastructure segment, automobile segment; capacity utilization was a major concern for all and also to our company.

This condition of low demand, high interest seems to persist during the current financial year also which may affect the industry as a whole. The country is hoping for lowering of interest by central bank and infrastructure spending cycle by government which if done in time may lead to revival of domestic economy and can grow faster than the world.

10. PROJECT IMPLEMENTATION, CHANGES AND ITS PRESENT STATUS

As members are aware, your company came out with IPO in October 2010 for an aggregate amount of t 9184 lakhs, to set up a new plant at Sinnar for manufacture of various new products, LRPC wires and spring steel wires. However, due to swift changes in the market scenario, the management in the best interest of the company & in the changed circumstances decided to dovetail the aforesaid new project, originally planned at Sinnar, into the Mega project sanctioned by the Government of Maharashtra under their Industrial Policy, either at Rasegaon, Dist. Nashik or at Nardana, Dist. Dhule. The whole matter was placed before the members in the AGM held on 12th August, 2011 and the members approved through a special resolution the change in the location and also approved/ ratified the changes in the project scope and utilization of IPO funds in implementation of identified projects and any other projects considered beneficial to the company including changes in amount and/ or schedule of deployment for the projects and also for general corporate purposes. This ratification/approval was accorded to enable the Board to take appropriate decisions for deployment and investment of funds in the best interest of the company as the situation may warrant. Accordingly, your company went ahead with the setting up of a world class mega project for manufacture of various wire, wire products and non ferrous products at a cost of t 311.66 crores, which included IPO funds and a term loan of t 200 crores from a consortium of banks besides some portion of internal accrual. The project was initially started at Rasegaon as there was delay/ uncertainty in allotment of land at Nardana. Subsequently, the Government of Maharashtra interimly changed the incentive policy from Gross to Net VAT incentive and the same was sanctioned to Rasegaon land. But for the project at Nardana, Government maintained the same gross Vat policy and also allotted the land at Nardana. The company then decided to put up the project at Nardana.

The Nardana project started in January 2012 after acquiring land from MIDC in November 2011. The project can be split into following sections to give proper status of implementation till date.

1. Pickling section

2. Rod breaking section (phase 1 & 2)

3. Galvanising line

4. Medium Fine Section (phase 1 & 2)

5. Wet Wire section (phase 1 & 2)

6. Rope Plant (phase 1 & 2)

7. Tyre Bead line (phase 1 & 2)

8. Copper Plant (phase 1 & 2)

As on the date, Section 1, 2, 3 and 8 (phase 1) are under trial production. Since, being new technology in the country, the product quality/productivity is in the process of stabilization and is likely to be fully stabilized by September 2015 and we will be able to start the commercial production from these sections. Section 4, 5 (phase 1), have been implemented but to achieve commercial production from these sections, the section 6 and 7 (phase 1) are to be commissioned .However for completing the section 6 & 7 (phase 1), certain machineries in section 6 and 7 (phase 1) are to be installed and the same are waiting for disbursements of t 35 Crores term loan from consortium banks under restructuring package sanctioned in March 2015. With this the copper plant will be able to achieve a production level of 9000 ton per annum and Rope plant to 7200 ton per annum. we have also planned to scale copper upto 12000 ton per annum & rope to 12000 ton per annum in phase 2 subsequently, for which an investment of about Rs.20 crores which will be raised through a mix of borrowings from banks &/or internal resources. We expect the total project (except phase 2) to be commissioned by March 2016 subject to Rs.35 crores term loan being disbursed before September 2015. The cost of project in Table 3 includes the expenses incurred for pre operation of project and Interest during construction (IDC) appropriated in fixed assets. The cost actually incurred till 31st March 2015 is shown in Table 4 & includes the actual expenses incurred for pre operation of project and Interest during construction (IDC) Rs.67.88 crores & the same is appropriated in fixed assets. Company has accounted all the Assets as per Principles given in Accounting Standard issued by Institute of Chartered Accountants of India.

The implementation of the project had to face many hurdles like extra-ordinary time required to obtain various statutory permissions, work disruption due to heavy rainfall in 2012 and storm in February 2014. In addition to this, the market got sluggish and slow due to which Company could not generate sufficient cash flow to meet the repayment schedules. Also, due to cost overrun (during extended/ delayed construction/ implementation period) on account of interest, preoperative expenses and huge fluctuation in Euro and Dollar currencies from time to time, we had to request to the consortium banks for restructuring of term loan sanctioned by them. The Consortium of Banks formed JLF and after detailed study approved the restructuring package, wherein the repayment has been rescheduled and FITL & WCTL sanctioned in March 2015 to take care of the mismatch in cash flow. The project phase 1 is in the last leg of completion. On disbursement of balance term loan, the Rope, Tyre Bead section and few machines of copper plant will be in place and finally all the 8 sections of the project phase 1 as mentioned above will be commissioned. This will give wide range of value added product and generation of cash flow to meet the interest and repayment.

All the funds raised in IPO along with term loan sanctioned and internal accruals have been utilized for the project at Nardana. A decision with regard to appropriate usage or sale of Rasegaon land will be taken suitably in due course in the best interest of the company. Condition with regards Sale of Rasegaon land is imposed by consortium bankers while approving the restructuring package.

We have installed the world class machinery and used the latest technology available in the industry, sufficient capacity is in place and expecting the economy to kick start for better capacity utilization. We are exploring the international market also. We are confident that we will serve the interest of shareholders once the plant capacity is fully utilised. The delay in project was on account of circumstances beyond our control and weak market sentiments, which we feel with the new Government in place will change the picture soon.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. (Annexure 1)

12. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in (Annexure 2) of the Annual Report.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in (Annexure 2) of the Annual Report.

13. MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of Whole Time/ Executive director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Applicable to the listed Company) (Annexure 2)

B) Details of the every employee of the Company pursuant to Rule 5, Sub-rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Annexure 2)

14. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:

Under Section 129(3) of the Companies Act, 2013, the Balance sheet as on March 31, 2015 and the Statement of Profit And Loss for the year ended on that date of Subsidiary Company, M/s. Kamalasha Infrastructure and Engineering Private Limited is attached to this report. However, the financial information of subsidiary company is disclosed in the Annual Report in compliance with this section. The consolidated financial statements presented by the Company include the financial result of its subsidiary company.

The Statement in form AOC-1 containing salient features of the financial statements of Company's Subsidiaries is attached to the financial statements of the Company. (Annexure 3)

As on 31st December 2014, while the project cost was indicated at Rs. 9211.40 lakhs, the IPO funds mobilized was fully utilized and the same stood at Rs. 9184.30 lakhs as on that date.

16. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The case against the Executive Directors, Company Secretary and the Company under Section 297 of Companies Act, 1956 has been concluded in the month of July 2015 and the order has been received from the Additional Chief Metropolitan Magistrate Court, Mumbai. The penalty so levied by the Magistrate in the above mentioned case is Rs. 10,000/- per accused which amounts to Rs. 50,000/- in total has been paid.

17. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS-21) on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

18. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties are in compliance with the applicable provisions of the Act and the Listing Agreement. During the year, the Company had 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. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

All Related Party Transactions are placed before the Audit Committee as also before the Board of Directors for approval. They have also been approved by the shareholders in the General Body Meeting.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website.

The particulars of contracts or arrangements entered into by the Company with related parties are appended in Annexure 4 to the Board's Report. (Form No. AOC -2.)

19. ABRIDGED FINANCIAL STATEMENT

Statement containing salient feature of Balance Sheet and the Statement of Profit and Loss of the Company in the form of Abridged Financial Statements is appended in Annexure 5 to the Board's Report.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent throughout the country. The Report on Corporate Governance as stipulated under Listing Agreement is annexed after the Board's Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

21. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Your Company has Six (6) Directors consisting of Three (3) Independent Directors, Three (3) Executive Directors comprising of Whole Time Director, Managing Director and Joint Managing Director, Chief Financial Officer and Senior Chief Executive Officer as on March 31, 2015.

During the year, the following Directors and Key Managerial Personnel were appointed on, resigned or withdrawn from Board of Directors of the Company.

22. BOARD OF DIRECTORS:

Mr. Vikramaditya Ugra, Nominee Director, was appointed on behalf of Export Import Bank of India, on Board of Directors w.e.f. 10th April, 2014 and withdrew from the Board of Directors w.e.f. 1st December, 2014.

Mr. Shital Nahar, Independent Director of the Company, resigned from the Board of Directors w.e.f. 5th July, 2014.

Mrs. Vandana Sonwaney, who was appointed as an Additional Director - (Independent Director) on 05th July, 2014. She resigned on 14th August, 2014, due to pre-occupation and personal commitment. However, she was re-appointed by the Board of Directors as an Additional Director (Independent Director) on 13th November, 2014 and her appointment was confirmed through postal ballot on 30th December, 2014 for a period of 5 (five) years w.e.f. 13th November, 2014.

Pursuant to the provisions of Section 149, 152 & Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification) Rules, 2014; Mr. Balasubramanian A. and Mr. Narayan Kadu had been appointed as Independent Directors for a period of five years from the date of last Annual General Meeting held on 14th August, 2014 i.e., from 24th Annual General Meeting up to 29th Annual General Meeting in the calendar year 2019. Considering both these Directors are on the Board of Directors of the Company, as Independent Directors since 14th November, 2009, necessary resolutions are proposed to be passed in the ensuing Annual General Meeting to amend the 5 year period of their appointment till 31st March, 2019.

Particulars and brief Resume of Directors to be appointed/ re-appointed are included in the Corporate Governance Report forming part of this Annual Report.

23. DETAILS KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed/ designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mrs. Vinita A. Vedmutha, Sr. Chief Executive Officer

2. Mr. Ajay K Vedmutha, Chief Financial Officer

3. Ms. Aditi G. Bhavsar, Company Secretary and Compliance Officer

Appropriate resolutions seeking your approval for the re-appointment of Mr. Ajay K. Vedmutha, as the Director of the Company have already been included in the notice of the Annual General Meeting.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher values.

25. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

According to Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on 13th November, 2014 wherein the performance of the non-independent directors, including the Chairman, was evaluated.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the members of Audit, Nomination and Remuneration and other Compliance Committees. The manner, in which the evaluation is carried out, has been explained in the Corporate Governance Report.

26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Every new Independent Director of the Board attends an orientation program. To familiarize the new Independent Director with the strategy, operations and functions of our Company, the Executive Directors/ Senior Managerial Personnel make presentations to the new Independent Director about the company's strategy, operations, product and service and offerings, markets, organization structure, human resources, technology quality, facilities and risk management.

27. NUMBER OF BOARD MEETING:

The meeting of the Board of Directors was held 6 (six) times during the financial year 2014-2015. All the meetings were called in accordance of Section 173 of the Companies Act, 2013. The details regarding the Board meeting and the attendance of the Directors present in such meeting is annexed to the Corporate Governance report.

28. COMMITTEES CONSTITUTED OR RE-CONSTITUTED IN ACCORDANCE WITH THE COMPANIES ACT, 2013 : Audit Committee:

The Board of Directors has re-constituted the Audit Committee in compliance with Section 177 of Companies Act, 2013 and Clause 49 of Listing Agreement comprising of the following members:

1. Mr. Balasubramanian A.- Chairman;

2. Mr. Narayan Kadu - Member;

3. Mrs. Vandana Sonwaney - Members; and

4. Mr. - Vijay Vedmutha - Member

The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Establishment of Vigil Mechanism / Whistle Blower Policy:

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any one complainant to have direct access to the Chairman of the Audit Committee via e-mail ID. The Vigil Mechanism Policy of the Company is placed on Company's website i.e., <http://> www.bedmutha.com .

Nomination and Remuneration Committee:

The Board of Directors has re-constituted Nomination and Remuneration Committee In accordance with the Companies Act, 2013 and Clause 49 of Listing agreement which comprises of Mr. Balasubramanian A., Mr. Narayan Kadu and Mrs. Vandana Sonwaney as the members of the Committee. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

Policy for Selection, Appointment and Remuneration of Directors Including Criteria For Their Performance Evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which inter alia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is placed on the website of the Company.

Stakeholder Relationship Committee:

The Board of Directors has re-constituted Stakeholder Relationship Committee in accordance of the Companies Act, 2013 and Clause 49 of Listing agreement which comprises of the following Directors as members Mr. Narayan Kadu, Mr. Ajay Vedmutha, Mr. Vijay Vedmutha. The details regarding Composition, meeting and attendance of the members have been mentioned to the Corporate Governance Report.

29. RISK MANAGEMENT POLICY:

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company's website.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Bedmutha Management System (BMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned in the Company wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Risk & Mitigation

The Company has identified various risks faced by the Company from different areas. As required under Clause 49 of the Listing Agreement, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Your Company has introduced several improvements such as Integrated Enterprise Risk Management, Internal Control Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and internal audit activities. Risk management and internal control frameworks are designed and implemented to manage rather than completely eliminated the risk of failure to achieve business objectives.

The Company has appointed M/s. Swati Ware & Co., Chartered Accountant as an internal Auditor to have check on the adequacy of controls in the overall operations and functioning of various departments. The monthly reports of the Internal Auditors are placed before the Audit committee. It is a key component which assists the management in discovering controls, weakness, regulatory violations, policy violation and operational inefficiencies. This self-discovery of issues provides the management the ability to take corrective action in order to maintain the safety, soundness, profitability and integrity.

Further your Company has initiated ERP implementation since at Sinnar Plant. The purpose for ERP implementation is to make system more transparent and efficient data with accountability and real time availability of information to the management. These measures will benefit the organization in optimum utilization of its resources and building stronger and more automated internal control mechanism.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS:

The loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments made which may affect financial position of the Company between the end of financial year and date of report.

33. STATUTORY AUDITORS:

The Members at the Twenty-Fourth Annual General meeting appointed M/s. Patil Hiran Jajoo & Co., Chartered Accountants, as the Statutory Auditors (Firm Registration No. 120117W) of the Company, to hold office for three Financial Years viz. from 2014-15 to 2016-17, i.e., until the conclusion of Twenty Seventh Annual General Meeting. The Company has received a letter from them confirming their consent and eligibility to continue in the office for the Financial Year 2015-16. Your Directors recommend the ratification of their appointment.

34. AUDITORS' REPORT:

There are no qualifications, reservations or adverse remarks in the Auditors' Report.

35. COST AUDITOR:

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, your Company has to appoint cost auditors for conducting the audit of cost records of the applicable products of the Company for the financial year. Accordingly, during the year, your Company has appointed M/s DBK & Associates, Cost Accountants (Firm Registration No.:- 00325) to conduct the cost audit of the Company. The ratification of the remuneration payable to the Cost Auditors shall be sought from shareholders in the ensuing Annual General Meeting.

36. SECRETARIAL AUDIT REPORT

In terms of Section 204 ofthe Act and Rules made there under, M/s. Ragini Chokshi, Practicing Company Secretary had been appointed as the Secretarial Auditors of the Company. Secretarial Audit Report given by Company Secretary in practice is given in the Annexure 6. With respect to the observation in the Secretarial Audit Report. viz. Judicial case is pending against the Executive Directors and the Company under Section 297 of Companies Act, 1956, the Directors reply that the said case has been concluded in the month of July 2015 and the order has been received from theAdditional Chief Metropolitan Magistrate Court, Mumbai. The penalty so levied by the Magistrate in the above mentioned case is Rs. 10,000/- per accused, which amounts to Rs. 50,000/- in total has been paid.

37. EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed to this Board Report. (Annexure 7)

38. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company hereby state that:

i) In the preparation of the Annual accounts for the year ended 31st March 2015, the applicable accounting standards have been followed and there are no material departures from the same;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date. The Accounting Policies were placed before the Board as given in the Annual Report and the Members of the considered and noted the same.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a 'going concern' basis.

v) The Directors of the Company have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. HUMAN RESOURCES

Your Company enjoys cordial relations with its employees. The key focus of your Company is to attract, retain and develop talent. The Board wishes to place on the record its appreciation of the contributions made by all employees ensuring high levels of performance and growth during the year.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Rule 8, Sub-rule 3 of Companies (Accounts) Rules, 2015 is annexed to this report.

Foreign Exchange earnings and outgo: The information required under Rule 8, Sub-rule 4 of Companies (Accounts) Rules, 2015 is annexed to this report. (Annexure 8)

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-15, no complaints were received regarding sexual harassment.

43. CAUTIONARY STATEMENT:

Statement in the Directors' report and the Management discussion and analysis describing the company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in statement. Important factors that could influence the company operation include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical material and their cost, changes in government policies and tax laws, economic developments of the country and other factors which are material to the business operations of the company.

44. ACKNOWLEDGEMENT:

Your Directors wish to thank and acknowledge the contributions of Financial Institutions, Banks, Government Authorities, dealers, suppliers, business associates, auditors, consultants and the Company's valued customers for their assistance and co-operation and the esteemed shareholders for their continued trust and support. The Directors also wish to acknowledge members of Bedmutha Group at all levels for their spirit of commitment, dedication and support extended in challenging times.

For and on behalf of Board of Directors

BEDMUTHA INDUSTRIES LIMITED

K. R. Bedmutha

Chairman

DIN: 01724420

Date: August 11, 2015

Place: Sinnar