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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Bang Overseas Ltd.

Mar 31, 2024

Your Directors take immense pleasure in presenting their Report of your Company along with the Audited Balance Sheet, Statement of Profit and Loss, Statement of changes in equity and Cash Flow Statement (Standalone and Consolidated), Schedules and Notes to Accounts and the Auditors Report thereon for the year ended March 31, 2024.

FINANCIAL RESULTS
			(^ in Lakh)
PARTICULARS	STANDALONE		CONSOLIDATED
	31.03.24	31.03.23	31.03.24	31.03.23
Revenue	13366.95	12242.92	13371.80	11753.29
Other Income	293.37	215.27	294.71	217.35
Expenditure before Interest, Depreciation and Tax	14137.36	11903.48	14247.37	11398.14
Earnings before Interest, Depreciation and Tax (EBIDT)	(477.05)	554.71	(580.86)	572.50
Less: Interest	109.59	78.70	122.35	84.19
Earnings Before Depreciation and Tax (EBDT)	(586.64)	476.01	(703.21)	488.31
Less: Depreciation	142.05	136.43	142.69	136.73
Profit before Tax (PBT)	(728.68)	3 39.5 8	(845.90)	35 1.58
Less: Adjustment of Exceptional Item	-	-	-	-
Profit/ (Loss) before Tax after Exceptional items	(728.68)	339.58	(845.90)	351.58
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment)	(8.45)	219.40	(8.30)	236.47
Profit/(Loss) after Tax (PAT)	(720.24)	120.18	(837.60)	115.11
Total Net Comprehensive Income	0.20	2.48	(0.27)	2.33
Total Profit after Tax (including Comprehensive Income)	(720.04)	122.67	(837.87)	117.44

PERFORMANCE REVIEW Standalone

During the year under review, your Company has achieved revenue of Rs. 13366.95 Lakh as against Rs. 12242.92 Lakh in previous year. Your Company has incurred a Net Loss after tax (including Comprehensive income and exceptional item) of Rs.720.04 Lakh as against Net Profit after tax (including Comprehensive income and exceptional item) of Rs. 122.67 Lakh for the corresponding previous financial year. Your directors are hopeful for better sales realization and profit in the next year.

Consolidated

During the year under review, your Company has achieved revenue of Rs. 13371.80 Lakh as against Rs. 11753.29 Lakh in previous year. Your Company has incurred a Net Loss after tax (including Comprehensive income) of Rs. 837.87 Lakh as against Net profit after tax (including Comprehensive income) of Rs. 117.44 Lakh for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

The Company has incurred losses during the financial year, hence your Director do not recommend any dividend for the year under review.

The Directors do not propose to transfer any amount to reserves for the financial year ended March 31, 2024.

CAPITAL STRUCTURE Authorized Share Capital

The authorized share capital of the Company is Rs.16,00,00,000 (Rupees Sixteen Crores) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/- each.

Paid Up Share Capital

The Paid-up equity share capital is Rs.13,56,00,000 (Rupees Thirteen Crores Fifty-Six Lakhs) divided into 1,35,60,000 (One Crore Thirty-Five Lakhs Sixty Thousand) Equity shares of 10/- each.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company not issued any debenture bonds and any non-convertible securities. The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2023-24. The Company''s equity shares are listed with the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.

LOAN FROM DIRECTORS

During the year under review, the Company has not received any unsecured loans from director of the Company.

REVISION IN FINANCIAL STATEMENTS OR BOARDS'' REPORT

In terms of Section 131 of the Act, the Financial Statements and Board''s Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year 2023-24 and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

There is no such Company which have become or ceased as a subsidiary, associates and joint ventures, during the year under review.

As on 31^st March, 2024, your Company have following subsidiaries:

1. Vedanta Creations Limited

2. Bang HK Limited

M/s. Vedanta Creations Limited which is a wholly-owned subsidiary is a material subsidiary of your Company.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 & 8(1) of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is annexed at Annexure-A and forms an integral part of this Report. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link https://www.banggroup.com/images/1. BOL Policy-determining-material-subsidiary.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2024 is placed on the Company''s website www.banggroup.com and shall also be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.

INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements. We believe that a strong internal control framework is an important pillar of Corporate Governance.

Your Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information

The function of internal audit is entrusted to M/s. FRG & Co. For ensuring independence of audits, internal auditors report directly to the Audit Committee. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Secretarial Auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2023-24.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporates risk treatment plans in strategy, business and operational plans. The Company has an effective system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations in relation to the Company and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen.

rupees five crore or more during the immediately preceding financial year shall spend in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial year.

The Net worth, Turnover or Net Profit of the Company for the immediately preceding financial year i.e March 31, 2023 did not exceed the threshold provided in section 135 as mentioned above.

In view of the above, the CSR was not applicable to the Company for the financial year 2023-24. There was no obligation to the Company to spend amount towards CSR Activity for the Financial year 2023-24, hence the details related to CSR is not required to be given in the Report.

The CSR policy as adopted by the Company can be viewed on the website of the Company viz: https://www.banggroup.com/images/BOL CSR Policy.pdf

PROHIBITION OF INSIDER TRADING

The Company had in place a mechanism to avoid Insider Trading in the securities of the Company by designated personnel. For the above mentioned purpose, the Company has established systems and procedures to prohibit insider trading activity and has framed a Code of Conduct to Regulate, Monitor and Report trading by insiders and Code of Fair Practices and Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) as per the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), which prohibits designated personnel to deal in the securities of the Company on the basis of any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors was in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

As on March 31, 2024, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Whole time Director, Non-Executive Director, Independent Directors and Key Managerial personnel as under:

Sr. No.	Name	Date of Appointment	Designation
1.	Mr. Brijgopal Balaram Bang	01/12/2006	Managing Director
2.	Mr. Raghvendra Venugopal Bang	14/02/2013	Non-Executive Director
3.	Mrs. Vandana Brijgopal Bang	31/07/2020	Whole Time Director
4.	Mr. Subrata Kumar Dey	14/02/2013	Independent Director
5.	Ms. Swati Sahukara	02/02/2015	Independent Director
6.	Mrs. Anuradha Shirish Paraskar	15/02/2018	Independent Director
7.	Mr. Jaydas Dighe	30/05/2014	Chief Financial Officer
8.	Ms. Divya Saboo	08/02/2024	Company Secretary

CHANGE IN DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes took place in the position of Key Managerial Personnel of your Company during the financial year ended 31^st March, 2024.

Sr.

No.

Name

Designation

Date of Appointment/ Re-appointment

Date of Resignation

Ms. Aishwarya Srivastava

Company Secretary

10 th April, 2023

10 ^th November, 2024

Ms. Divya Saboo

Company Secretary

08^th February, 2024

Not Applicable

The Board places on record its sincere appreciation for the services rendered by Ms. Aishwarya Srivastava as Company Secretary & Compliance Officer.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Brijgopal Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on business policies and strategies. The agenda for the Board Meetings includes detailed notes on the items to be discussed to enable the Directors to take informed decisions.

During the year, Eight (08) Board meetings were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of Board and Committee(s) held during FY 2023-2024 are furnished in the Corporate Governance Report, which forms a part of Annual report

COMMITEES OF THE BOARD OF DIRECTORS

During the year under review, the Company have 3 (three) Committees as mentioned below and details with respect to the composition, charters and meeting held are given in detail in the Corporate Governance Report forming part of this Annual Report:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders'' Relationship Committee

The details of Composition of the above-mentioned Committees are given in the Corporate Governance Report, which forms part of this report and also available on the Company''s website at https://www.banggroup.com/images/BOL Composition of Committees March24.pdf

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

Your Board consists of eminent personalities with considerable professional expertise and credentials in finance, law, accountancy and other related skills and fields. Their wide experience and professional credentials help the Company for strategy formulation and its implementation, thereby enabling its growth objectives.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary Declaration from Independent Director(s) of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 that the Independent Director(s) of the Company meet with the criteria of Independence laid down in the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION

The Board of your Company has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment & Remuneration of Directors. The details are set out in the Corporate Governance Report, which forms part of this report and also available on the Company''s website at https://www.banggroup.com/images/4. BOL Nomination and Remuneration Policy.pdf

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

Pursuant to Regulation 17 of the Listing Regulations, your Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors and senior management. In addition, the Company has also adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company''s website at https://www.banggroup.com/investor-relations

All Directors and members of Senior Management have, as on March 31^st 2024, affirmed their compliance with:

> Code of Conduct for Board of Directors and Senior Management

> Code for Independent Directors, as applicable.

> Code of Practices and Procedures for Fair Disclosure of UPSI

The Company has obtained a Certificate from the Managing Director regarding compliances of the codes as stipulated above. The Certificate is annexed as Annexure B and forms an integral part of this Report.

BOARD EVALUATION

The Board of Directors of your Company has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Managing Director and Executive Directors through a structured questionnaire covering various aspects of the Board''s functioning, Committee effectiveness, director''s efficiency on individual basis, Corporate governance etc.

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent Directors of the Company held one meeting during the year on 14^th February, 2024 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments under Section 186 of the Act have been provided in notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all the contracts, arrangements or transactions entered into/ by the Company with related parties were in ordinary course of business and on an arm''s length basis. Prior omnibus approval from the Audit Committee has been obtained for related party transactions (RPT''s) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Arm''s Length basis. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee. The Company has framed a Policy on dealing with Related Party Transactions which can be accessed on Company''s website at https://www.banggroup.com/images/5. BOL Policy on Related Party Transaction.pdf

The policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and its Related Parties.

The particulars of related party transactions are provided in the prescribed Form AOC-2 is annexed as Annexure C and forms an integral part of this Report.

REMUNERATION OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure D and forms an integral part of this Report. In accordance with the provisions of

Section 136 of the Act, the Board''s Report and the financial statements for the financial year ended March 31, 2024 are being sent to the members and others entitled thereto, excluding the details to be furnished under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which are available for inspection by the members at the Registered Office of your Company during business hours on all working days up to the date of the ensuing Annual General Meeting. If any member desires to have a copy of the same, he may write to the Company Secretary in this regard.

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 implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretary''s Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholder''s. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Director''s declaration regarding Compliance with Company''s Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Management Discussion and Analysis Report has been presented in a separate section forming part of the Annual Report.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2024-25 to the BSE Limited, National Stock Exchange of India Limited and to the depositories i.e. National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, it is confirmed that the Directors have:

a) in the preparation of the annual accounts for the year ended 31st March, 2024, followed the applicable accounting standards and there are no material departures from the same;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) 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;

d) prepared the annual accounts on a going concern basis;

e) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS AND THEIR REPORTS

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of five years by the members of the Company at 30^th Annual General Meeting up to the conclusion of 35 ^th Annual General Meeting to be held in the calendar year 2027.

M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial year ended March 31, 2024 and have issued the Auditor''s Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company forms part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORTS

M/s. Kothari H. & Associates, Company Secretaries, were appointed as the Secretarial Auditors for the financial year ended 31st March, 2024. The Secretarial Audit Report is annexed as Annexure E to this report.

In compliance with Regulation 24A of the Listing Regulations, the Annual Secretarial Compliance Report issued by the Secretarial Auditor was submitted to the stock exchanges within the statutory timelines. The Secretarial Audit Report contains an adverse remarks.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s Kothari H. & Associates, Company Secretaries, who have confirmed their eligibility for the said re-appointment, to conduct the secretarial audit of the Company for FY 2023-24.

DIRECTORS COMMENT ON SECRETARIAL AUDITOR''S ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT

Directors state that the management is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.

COST AUDITOR

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1) of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the Company is not covered under the said rules and limits.

INTERNAL AUDITORS

M/s. FRG & Co., Chartered Accountants, Mumbai [FRN: 023258N] have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to in depth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc.

The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in timely manner.

There were no qualifications, reservations or any adverse remarks made by the Auditors in their report. REPORTING OF FRAUDS BY AUDITORS

During the year, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(2) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

ANNUAL RETURN

In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual return of the Company i.e. E-form MGT-7 for FY 2023-24 may be accessed on the Company''s website at https://www.banggroup.com/investor-relations.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy is available on the website of the Company at

https://www.banggroup.com/investor-relations.

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

Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2023-24 complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure F and forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

> The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act.

> During the Financial Year 2023-24, the trading of securities was not suspended.

> The Company, during the Financial Year 2023-24, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained

> The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.

> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal and there is no instance of one-time settlement with any Bank or Financial Institution

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation and gratitude for the valuable support received from all the employees at all levels for their hard work, dedication and commitment and look forward to their continued support and co-operation in future. Your Directors also place on record their appreciation & gratitude for the support received from their suppliers, distributors, retailers, vendors and others associates. Your Directors express their sincere thanks to the Statutory Auditors, Secretarial Auditors, Company''s Bankers, Government, Regulatory Authorities and Stock Exchanges. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

Mar 31, 2023

FINANCIAL RESULTS

Standalone Consolidated

Year Year Year Year

^Description Ended Ended Ended Ended

31.03.23 31.03.22 31.03.23 31.03.22

Revenue 12242.92 8038.03 11753.29 8350.35

Other Income 215.27 194.46 217.35 192.67

Expenditure before Interest, Depreciation and 11903.48 7555.54 11398.14 7827.18

Tax

Earnings before Interest, Depreciation and 554.71 676.96 572.50 715.84

Tax (EBIDT)

Less: Interest 78.70 49.13 84.19 49.53

Earnings Before Depreciation and Tax 476.01 627.82 488.31 666.30

(EBDT)

Less: Depreciation 136.43 163.29 136.73 163.85

Profit before Tax (PBT) 339.58~ 464.53~ 351.58 502.46

Less: Adjustment of Exceptional Item - - - -

Profit/ (Loss) before Tax after Exceptional 339.58 464.53 351.58 502.46

items

Less: Tax Provision (Current, Deferred, FBT and 219.40 4.44 236.47 9.19

Earlier Year adjustment)

Profit/(Loss) after Tax (PAT) 120.18 460.10 115.11 493.27

Total Net Comprehensive Income 2.48 (14.01) 2.33 (12.84)

Total Profit after Tax (including 122.66 446.09 117.44 480.42

Comprehensive Income)

PERFORMANCE REVIEW Standalone

During the year under review, your Company has achieved revenue of Rs.12242.92 Lakh as against Rs.8038.03 Lakh in previous year. Your Company has earned a Net Profit after tax (including Comprehensive income and exceptional item) of Rs.120.18 Lakh as against Net Profit after tax of Rs.460.10 Lakh for the corresponding previous financial year. Your directors are hopeful for better sales realization and profit in the next year.

Consolidated

During the year under review, your Company has achieved revenue of Rs.11753.29 Lakh as against Rs.8350.35 Lakh in previous year. Your Company has earned a Net profit after tax (including Comprehensive income) of Rs.115.11 Lakh as against Net profit after tax of Rs.493.27 Lakh for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, your Director do not recommend any dividend for the year under review.

The Directors do not propose to transfer any amount to reserves for the financial year ended March 31, 2023.

CAPITAL STRUCTURE Authorized Share Capital

The authorized share capital of the Company is Rs.16,00,00,000 (Rupees Sixteen Crores) divided into 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares of Rs.10/- each.

Paid Up Share Capital

The Paid-up equity share capital is Rs.13,56,00,000 (Rupees Thirteen Crores Fifty-Six Lakhs) divided into 1,35,60,000 (One Crore Thirty-Five Lakhs Sixty Thousand) Equity shares of 10/- each.

During the year under review, the Company has not issued shares with differential voting right neither granted stock option nor sweat equity. Further the Company not issued any debenture bonds and any non-convertible securities. The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2022-23. The Companyâs equity shares are listed with the BSE Ltd. and National Stock Exchange of India Ltd. and available for trading at the both the platforms.

LOAN FROM DIRECTORS

During the year under review, the Company has not received any unsecured loans from director of the Company.

REVISION IN FINANCIAL STATEMENTS OR BOARDSâ REPORT

In terms of Section 131 of the Act, the Financial Statements and Boardâs Report are in compliance with the provisions of Section 129 or Section 134 of the Act and that no revision has been made during any of the three preceding financial years.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year 2022-23 and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED AS SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

There is no such Company which have become or ceased as a subsidiary, associates and joint ventures, during the year under review.

As on 31^st March, 2023, your Company have following subsidiaries:

1. Vedanta Creations Limited

2. Bang HK Limited

M/s. Vedanta Creations Limited which is a wholly-owned subsidiary is a material subsidiary of your Company.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 & 8(1) of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries, associates and joint venture Companies in Form AOC-1 is annexed at Annexure-A and forms an integral part of this Report. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link http://www.banggroup.com/images/BOL_Policv_for_Determining_Material_Subsidiarv_-_Final.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2023 is placed on the Companyâs website www.banggroup.com and shall also be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

DEPOSITS

INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Secretarial Auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during Financial Year 2022-23.

RISK MANAGEMENT

As per Section 134(3)(n) of the Companies Act, 2013, some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen.

In conformity with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has CSR Committee which presently comprises of Mr. Brijgopal Bang as Chairman and Mrs. Anuradha Paraskar & Ms. Swati Sahukara as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company. CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society.

As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall spend in every financial year, at least two per cent. of the average net profits of the company made during the three immediately preceding financial year.

The Net worth, Turnover or Net Profit of the Company for the immediately preceding financial year i.e March 31, 2022 did not exceeds the threshold provided in section 135 as mentioned above.

In view of the above, the CSR was not applicable to the Company for the financial year 2022-23. There was no obligation to the Company to spend amount towards CSR Activity for the Financial year 2022-23, hence the details related to CSR is not required to be given in the Report.

The CSR policy as adopted by the Company can be viewed on the website of the Company viz: http://www.banggroup.com/images/BOL_CSR_Policy.pdf

PROHIBITION OF INSIDER TRADING

any UPSI, available to them by virtue of their position in the Company. The objective of this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading activity, in order to protect the interest of the shareholders at large.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31^st March, 2023, the Board of Directors of the Company consists of 6 members. The Board consists of Managing Director, Whole time Director, Non-Executive Director, Independent Directors and Key Managerial personnel as under;

Sl. No.	Name	Date of Appointment	Designation
1.	Mr. Brijgopal Balaram Bang	01/12/2006	Managing Director
2.	Mr. Raghvendra Venugopal Bang	14/02/2013	Non-Executive Director
3.	Mrs. Vandana Brijgopal Bang	31/07/2020	Whole Time Director
4.	Mr. Subrata Kumar Dey	14/02/2013	Independent Director
5.	Ms. Swati Sahukara	02/02/2015	Independent Director
6.	Mrs. Anuradha Shirish Paraskar	15/02/2018	Independent Director
7.	Mr. Jaydas Dighe	07/06/1997	Chief Financial Officer

CHANGE IN DIRECTORS & KEY MANAGERIAL PERSONNEL

The following changes took place in the position of Key Managerial Personnel of your Company during the financial year and till the date of signing of Directorsâ report.

Sr. No.	Name	Designation	Date of Appointment/ Reappointment	Date of Resignation
1.	Ms. Labdhi Shah	Company Secretary	16^th March, 2021	09^th April, 2022
2.	Ms. Guru Simran Kaur Nopal	Company Secretary	16^th August, 2022	29^th October, 2022
3.	Ms. Aishwarya Srivastava	Company Secretary	10^th April, 2023	Not Applicable
4.	*Mr. Brijgopal Bang	Managing Director	01^st December, 2022	-

*Mr. Brijgopal Bang has been re-appointed as Managing Director of the Company by the Board of Directors in their meeting held on 13^th August, 2022 and the same has been approved by the shareholders in their Annual General Meeting held on 30^th September, 2022 for the further period of three years w.e.f 1^st December, 2022.

The Board places on record its sincere appreciation for the services rendered by the Ms. Guru Simran Kaur Nopal as Company Secretary & Compliance Officer.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Raghvendra Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

NUMBER OF MEETINGS OF THE BOARD

During the year, five (05) Board meetings were held and the maximum interval between any two meetings was not more than 120 days. The details of meetings of Board and Committee(s) held during FY 2022-2023 are furnished in the Corporate Governance Report, which forms a part of Annual report

COMMITEES OF THE BOARD OF DIRECTORS

During the year under review, the Company have 5 (five) Committees as mentioned below and details with respect to the composition, charters and meeting held are given in detail in the Corporate Governance Report forming part of this Annual Report:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholdersâ Relationship Committee

> Corporate Social Responsibility Committee

> Executive Committee

The details of Composition of the above-mentioned Committees are given in the Corporate Governance Report, which forms part of this report and also available on the Companyâs website at https://www.banggroup.com/images/BOL_Composition_of_Committees1.pdf

During the year, all the recommendations made by the Audit Committee were accepted by the Board.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

We believe that a Board which is well familiarized with the Company and its affairs, can contribute significantly to discharge their role effectively. The familiarization Programme aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The details of familiarization Programme attended by Independent Directors is available on the website at

http://www.banggroup.com/images/Details_of_Familiarization_Programme_imparted_to_Independent_Dire ctors.pdf

Your Company has familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, the business models of your Company etc. It aims to provide insight to the Independent Directors to understand the business of your Company. The Independent Directors are familiarised with their roles, rights and responsibilities.

The Board members are provided with necessary documents, reports and internal policies to enable them to familiarise with your Companyâs procedures and practices Further, on an ongoing basis as a part of Agenda of the Board/ Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.

The Board of your Company are also regularly updated on changes in statutory provisions like changes in Corporate Laws, SEBI Regulations, Taxation Laws and People related laws as applicable at the quarterly Board meetings. The MD of the Company had quarterly sessions with Board members sharing updates about the Companyâs business strategy, future prospects and performance of the Company. These updates help the Board members in keeping abreast of key changes and their impact on the Company which enable them to take well informed and timely decisions.

POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

https://www.banggroup.com/images/BOL_Nomination_and_Remuneration_Policy_-_Final.pdf

AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY

All Directors and members of Senior Management have, as on 31^st March 2023, affirmed their compliance with:

> Code of Conduct for Board of Directors and Senior Management

> Code for Independent Directors, as applicable.

> Code of Practices and Procedures for Fair Disclosure of UPSI

BOARD EVALUATION

The Board of Directors of your Company has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Managing Director and Executive Directors through a structured questionnaire covering various aspects of the Boardâs functioning, Committee effectiveness, directorâs efficiency on individual basis, Corporate governance etc.

The performance evaluation of the Directors and Committees was completed during the year under review. The Independent Directors of the Company held one meeting during the year on 14^th February, 2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. However, the Company has made investment in the subsidiary Companies. The details of the investments made by company is given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year under review, all the contracts, arrangements or transactions entered into/ by the Company with related parties were in ordinary course of business and on an armâs length basis. Prior omnibus approval from the Audit Committee has been obtained for related party transactions (RPTâs) which are of a repetitive nature and entered in the Ordinary Course of Business and are at Armâs Length basis. A statement on RPTs specifying the details of the transactions, pursuant to each omnibus approval granted, has been placed on quarterly basis for review by the Audit Committee. The Company has framed a Policy on dealing with Related Party Transactions which can be accessed on Companyâs website at the link http://www.banggroup.com/images/BOL Policy on Related Party Transaction - Final.pdf

The policy intends to ensure that proper approval, reporting and disclosure processes are in place for all transactions between the Company and its Related Parties.

The particulars of related party transactions are provided in the prescribed Form AOC-2 is annexed as Annexure C and forms an integral part of this Report.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCE AND REMUNERATION OF EMPLOYEES

Human resources have always been of supreme importance as they are the growth-drivers. Your Company firmly believes that a well-planned HRM program that is tailored to your organization and staff can actually improve your businessâs bottom line. Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We believe in selecting the right talent, training them and instilling in them the spirit of âBangsâ. We focus on developing the most superior workforce so that the organization and individual employees can accomplish their work goals in service to customers. We aim also at achieving advance flexibility, innovation, competitive advantage and improved business performance. We follow a performance measuring tool like Balance Score Card (BSC) and Key Performance Indicators (KPI), applicable depending on their position in the organization, by which periodical evaluation of the employeesâ performance is done based on their area of working. This also encourages them to work hard and efficiently at all levels of work. As of March 31, 2023, the Company had 349 permanent employee

CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. In terms of Regulation 34 & Schedule V of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along issued by Practicing Company Secretary is forms part of Annual Report. A Report on Corporate Governance is attached with Annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 attached in a separate section forming part of the Annual Report.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the Financial Year 2023-24 to the BSE Limited, National Stock Exchange of India Limited and to the depositoryâs i.e. National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Sections 134(3)(c) & 134(5) of the Companies Act, 2013 state that:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees and has zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All women employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Internal Complaints Committees (ICC) has also been constituted to redress complaints received on sexual harassment. Every year awareness programs were conducted in the Company.

During the year under review, the ICC has not received any complaint of sexual harassment from the women employees of the Company and no complaint was pending at the end of the year.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Bharat Gupta & Co., Chartered Accountants, (having ICAI Registration No: 131010W), were appointed as statutory auditors of the Company for a period of five years by the members of the Company at 30^th Annual General Meeting up to the conclusion of 35^th Annual General Meeting to be held in the calendar year 2027.

M/s. Bharat Gupta & Co., Statutory Auditor of the Company has audited books of account of the Company for the financial year ended March 31, 2023 and have issued the Auditor''s Report thereon. There are no qualifications or reservation on adverse remarks or disclaimers in the said report. The Report given by the Auditors on the financial statement of the Company is part of this Annual Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors had appointed M/s. Kothari H. & Associates, Practicing Company Secretary, in accordance with provisions of section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, to conduct secretarial audit of the company and its material subsidiary for the financial year 20222023.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure E and forms an integral part of this Report. There are adverse remarks in the said report.

Further, Pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 the Annual Secretarial Compliance Report dated May 27, 2022 given by M/s. Kothari H. & Associates, Practicing Company Secretary has been filed with the Stock Exchange.

DIRECTORS COMMENT ON SECRETARIAL AUDITORâS ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT

Directors state that the management is continuously making necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.

COST AUDITOR

REPORTING OF FRAUDS BY AUDITORS

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2023 is available on the Companyâs website at https://www.banggroup.com/investor-relations.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy is available on the website of the Company at https://www.banggroup.com/investor-relations.

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

Your Company is continuously striving towards conservation of energy across all its units and has also earned foreign currency in Financial Year 2022-23 complete details with regard to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed as Annexure F and forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

> The Company was not required to transfer any amount to Investor Education and Protection Fund under section 125 of the Act.

> No petition/ application has been admitted under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation and gratitude for the valuable support received from all the employees at all levels for their hard work, dedication and commitment and look forward to their continued support and co-operation in future. Your Directors also place on record their appreciation & gratitude for the support received from their suppliers, distributors, retailers, vendors and others associates. Your Directors express their sincere thanks to the Statutory Auditors, Secretarial Auditors, Companyâs Bankers, Government, Regulatory Authorities and Stock Exchanges. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the board of directors

Sd/-

Brijgopal Bang

Place: Mumbai Managing Director

Date: August 12, 2023 DIN:00112203

Mar 31, 2018

To,

The Members of,

Bang Overseas Limited

The Directors take pleasure in presenting their 26th Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March 2018.

FINANCIAL RESULTS:

(Rs. In Lacs)

Description	Standalone		Consolidated
Description	Year Ended 31.03.18	Year Ended 31.03.17	Year Ended 31.03.18	Year Ended 31.03.17
Revenue	16,881	15,907.94	18,712	17,503.80
Other Income	422	331.88	444	364.38
Total Expenditure	17,303	16,239.82	19,517	17,868.19
Earnings before Interest, Depreciation and Tax (EBIDT)	677	938.92	1,114	1,052.33
Less: Interest	93	140.06	118	162.66
Earnings Before Depreciation and Tax (EBDT)	584	798.86	996	889.67
Less: Depreciation	210	217.05	214	224.39
Profit before Tax (PBT)	374	581.81	782	665.28
Less: Adjustment of Exceptional Item	0.00	0.00	415	79.96
Profit/ (Loss) before Tax after Exceptional items	374	581.81	367	585.32
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment)	44	201.59	48	205.64
Profit/(Loss) after Tax (PAT)	330	380.22	319	379.68

PERFORMANCE REVIEW:

Standalone

During the year under review, the Company has achieved revenue of Rs. 16,881 Lacs as against Rs. 15,907.94 Lacs in previous year. The Company has incurred a Net Profit after tax of Rs. 330 Lacs as against Net Profit after tax of Rs. 380.22 Lacs for the corresponding previous financial year. Due to Favourable market conditions, the turnover of your company has been increased. Your directors are hopeful for better sales realization and profit in the next year.

Consolidated

During the year under review, the Company has achieved revenue of Rs. 18,712 Lacs as against Rs. 17,503.80 Lacs in previous year. The Company has incurred a Net profit after tax of Rs. 319.00 Lacs as against Net profit after tax of Rs. 379.68 lacs for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from September 22, 2018 to September 28, 2018 (both days inclusive).

The Annual General Meeting of the Company will be held on September 28, 2018.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statement is provided in the Annual Report.

Business Outlook, Operations and Performance are discussed in detail in the Management Discussion & Analysis forming a part of this Report and have not been incorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review, your Company has following subsidiaries:

1. Vedanta Creations Limited

2. Bang Europa s.r.o.

3. Bang HK Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is annexed as Annexure A to this report. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link http://www.banggroup.com/images/BOL_Policy_ for_Determining_Material_Subsidiary.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2018 is placed on the Companyâs website www.banggroup.com and shall also be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

DEPOSITS:

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. In conformity with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

In conformity with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a CSR Committee which presently comprises of Mr. Brijgopal Bang as Chairman and Mrs. Anuradha Paraskar & Mrs. Swati Sahukara as its members. The Committee is responsible for formulating and monitoring the CSR policy of the Company. CSR activities, as per the provisions of the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society. The CSR policy as adopted by the Company can be viewed on the website of the Company viz: http://www.banggroup.com/ images/BOL_CSR_Policy.pdf

As per the provisions of section 135 read with the Section 198 of the Companies Act, 2013, the Company does not have CSR Obligation for the year 2017-18. Accordingly, there has been no meeting of CSR Committee held during the year. The Annual report on the CSR activities undertaken by the Company is annexed to this report as Annexure -B.

AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

STATUTORY AUDITORS:

Pursuant to the provision of the section 139 of the Companies Act, 2013 and the rules framed thereunder M/s. Bhatter & Company, Chartered Accountants (Firm Registration No. 131092W), have been appointed as statutory auditors of the Company for an initial term of five years from the conclusion of the 25th Annual General Meeting of the Company held on 29/09/2017, till the conclusion of the 30th Annual General Meeting of the Company, subject to the ratification of their appointment at every Annual General Meeting.

They have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. The Board recommended to the members the ratification of the appointment of the statutory auditors for the remaining term on such remuneration as may be fixed by the Board

A resolution seeking their appointments forms part of the Notice convening the 26th Annual General Meeting and the same is recommended for your consideration and approval.

The observations made in the Auditorsâ Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

The notes on accounts referred to the Auditorâs Report are self-explanatory and there has been no qualification/remark made thereunder and therefore the same does not call for any further comments/ explanation from the Directors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, appointed M/s. Kothari H. & Associates, Practicing Company Secretary to carry out secretarial audit of the company for the financial year 2017-18.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure C to this report. There are adverse remarks in the said report.

DIRECTORS COMMENT ON SECRETARIAL AUDITORâS ADVERSE REMARKS IN SECRETARIAL AUDIT REPORT:

As the Secretarial Auditors has marked adversely in their report related to composition of the various committees and Maintenance of hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.

At present Company is in compliance with the Regulation 17, 18 and 19 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 related to the composition of the various committees and the management will make necessary efforts to maintain hundred percent of shareholding of promoter(s) and promoter group in dematerialized form.

SHARE CAPITAL:

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-18

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2017-18.

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

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 is given by way of Annexure D to this Report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure E forms part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel:

Mrs. Anuradha Paraskar has been appointed as an Additional Independent Director of the Company with effect from 15.02.2018

in the Board of Directors Meeting held on 14.02.2018 and will be confirmed as Independent Director in the ensuing Annual General Meeting.

Mr. Vijay Ajgaonkar disqualified u/s. 164 of the Companies Act, 2013 As per Ministry of Corporate Affairs (MCA) circular dated 06.09.2017 and therefore he ceased to be director of the Company w.e.f. 06.09.2017.

Mr. Purshottam Bang has vacated the Office of Director with effect from 30.05.2017 under section 167 of the Companies Act, 2013 as he has not attended any Board Meeting during the period of 12 months from the date of the last attended meeting.

B) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down sub- section (6) of section 149 of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with rules thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

While independent directors in their separate meeting have carried out to assess the performance of Chairman & MD and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

D) Familiarization Program for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are explained in the Corporate Governance report and also available at http://www. banggroup.com/images/Details_of_Familiarization_Programme_ imparted_to_Independent_Directors.pdf

NUMBER OF MEETINGS OF THE BOARD:

The Board met five times during the financial year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2018 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at the link http://www. banggroup.com/images/policies/BOL_Policy_on_Related_party_ transaction.pdf

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval and wherever applicable omnibus approvals are obtained for Related Party Transactions. A statement of all such related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature and value of these transactions.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the companies act, 2013, in the prescribed Form AOC-2 is appended as Annexure F to the Board Report.

PARTICULARS OF EMPLOYEES:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure G

During the financial year 2017-18, there were no employee in the Company whose particulars are required to be given in terms 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.

VIGIL MECHANISM:

The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with the provisions of section 177 of the Companies Act, 2013 read with Regulation 22 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Further details in respect of the vigil mechanism are provided in the corporate governance report which forms part of Annual Report.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has framed a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer section on Corporate Governance, under the head, âNomination Remuneration Committeeâ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Nomination & Remuneration policy is annexed hereto as Annexure H and forms part of this report.

AUDIT COMMITTEE:

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the section on Corporate Governance, under the head, âAudit Committeeâ for matters relating to constitution, meetings and functions of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

A Stakeholders Relationship Committee is in existence in accordance with the provisions of section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 Kindly refer to the section on Corporate Governance, under the head, âStakeholders Relationship Committeeâ for matters relating to constitution, meetings and functions of the Committee.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretaryâs Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholderâs. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Directorâs declaration regarding Compliance with Companyâs Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

LISTING:

At present, the Companyâs Equity Shares are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing fees to the above Exchanges for the year 2018-19.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of the financial condition and results of the operations of the Company for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges. is presented in a separate section forming part of the Annual Report.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(C) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a. In preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT:

As per Section 134(3)(n) of the Companies Act, 2013, The Board of Directors have approved the Risk Management Policy for the company. Some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2017-18, the Company has received nil complaints on sexual harassment.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR):

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS:

Indian Accounting Standard (Ind AS) As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1st April, 2017 with a transition date of 1st April, 2016. The financial results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS. The Company has adopted âIND ASâ for the first time with effect from April 01, 2017, with the comparatives for the periods ending March 31, 2017.

SECRETARIAL STANDARDS:

Pursuant to the approval given on 10th April, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July, 2015. The said standards were further amended w.e.f. 1st October, 2017. The Company is in compliance with the same.

ACKNOWLEDGEMENT:

The Director sincerely appreciates the contributions made by all the employees, associates and business partners who have contributed towards the success of the Company. The Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

For and on behalf of the board of directors

Sd/-

Brijgopal Bang

Place: Mumbai DIN: 00112203

Date: August 13, 2018 Chairman & Managing Director

Mar 31, 2016

DIRECTORS'' REPORT

To the Members,

Your Directors take pleasure in presenting their 24th Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March 2016.

FINANCIAL RESULTS

(Rs, In Lacs)

Description	Standalone		Consolidated
	Year ended 31.03.2016	Year ended 31.03.2015	Year ended 31.03.2016	Year ended 31.03.2015
Revenue	14608.76	12888.54	16038.92	14895.93
Other Income	299.33	278.41	333.55	326.46
Total Expenditure	14150.04	12980.71	15554.4	14972.67
Earnings before Interest, Depreciation and Tax (EBIDT)	758.06	186.24	818.08	249.73
Less: Interest	450.45	484.79	498.69	543.71
Earnings Before Depreciation and Tax (EBDT)	307.61	(298.55)	319.39	(293.98)
Less: Depreciation	201.62	264.06	216.50	297.27
Profit before Tax (PBT)	105.99	(562.61)	102.89	(591.25)
Less: Adjustment of Exceptional Item	0.00	0.00	0.00	0.00
Profit/ (Loss) before Tax after Exceptional items	105.99	(562.61)	102.89	(591.25)
Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment)	(10.80)	(30.67)	(11.08)	(31.83)
Profit/(Loss) after Tax (PAT)	116.79	(531.94)	113.97	(559.42)

PERFORMANCE REVIEW Standalone

During the year under review, the Company has achieved revenue of Rs. 14608.76 Lacs as against Rs. 12888.54 Lacs in previous year. The Company has incurred a Net Profit after-tax of Rs. 116.79 Lacs as against Net loss after tax of Rs. 531.94 lacs for the corresponding previous financial year. Due to Favorable market conditions, the turnover of your company has been increased. Your directors are hopeful for better sales realization and profit in the next year.

Consolidated

During the year under review, the Company has achieved revenue of Rs. 16038.92 Lacs as against Rs. 14895.93 Lacs in previous year. The Company has incurred a Net profit after-tax of Rs. 113.97 Lacs as against Net Loss after tax of Rs.559.42 lacs for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

In order to conserve the resources for increasing business operations, Your Director do not recommend any dividend for the year under review. No amount is proposed to be transferred to Reserves.

The Register of Members and Share Transfer Books will remain closed from September 23, 2016 to September 29, 2016 (both days inclusive). The Annual General Meeting of the Company will be held on September 29,2016.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year.

The company has disposed off its wholly owned subsidiary M/s. A. S.

Raiment Private Limited with effect from 02.06.2016, whose accounts are consolidated in the Consolidated Audited Financial Statement of the company as on March 31,2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CONSOLIDATED FINANCIAL STATEMENTS

Business Outlook, Operations and Performance are discussed in detail in the Management Discussion & Analysis forming a part of this Report and have not been incorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review, your Company has following subsidiaries:

1. Vedanta Creations Limited

2. A. S. Raiment Private Limited

3. BangEuropas.r.o.

4. Bang HK Limited

M/s. A. S. Raiment Private Limited, ceased to be a wholly owned subsidiary of the company on account of disposal as on 02.06.2016.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Notes forming a part of consolidated financial statement. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link http:// www.banggroup.com/ images/ BOL_Policy_for_ Determining_ Material_Subsidiary.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2016 is placed on the Companyâs website www.banggroup.com and shall also be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

DEPOSITS

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to Company

STATUTORY AUDITORS

Pursuant to the provision of the section 139 of the Companies Act, 2013 and the rules framed there under M/s. Rajendra K. Gupta & Associates, Chartered Accountants, Mumbai, (Registration No. 108373W), were appointed as statutory auditors of the Company from the conclusion of the 22nd Annual General Meeting of the Company held on 29/09/2014, till the conclusion of the 25th Annual General Meeting for the of the Company, subject to the ratification of their appointment at every Annual General Meeting.

The Board recommended to the members the ratification of the appointment of the statutory auditors for the remaining term on such remuneration as may be fixed by the Board.

DIRECTORS COMMENT ON AUDITORâS QUALIFICATION & ADVERSE REMARK IN AUDITORâS REPORT:

The Auditors has made modified opinion and marked adversely in their report in the para (i)(a) and (i)(b) in respect of the report under Companies (Auditorâs Report) Order, 2015.

The Directors comment on these modified opinion and remarks as- The management will make necessary efforts to maintain the quantitative details and situation of fixed assets and also to physically verify the same at reasonable intervals.

SHARE CAPITAL

The paid up Equity Share Capital is 1356 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor made any provision for purchase of its own shares by employees or by trustees for the benefit of employees.

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

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

DIRECTORS& KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Ms. HemaliGohil has resigned from the post of Company Secretary w. e. f. 31st December, 2015 and Ms. Trupti Limbasiya has been appointed as Company Secretary of the Company w. e. f. 1st January, 2016.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Purshottam Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

B) Declaration by an Independent Director(s) and re- appointment, if any

C) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with rules there under and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met Four times during the financial year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2016 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and (erstwhile clause 49 of the Listing Agreement) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at the link http://www.banggroup.com/ images/policies/BOL_Policy_on_Related_party_transaction.pdf

The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an armâs length basis, the disclosure under form AOC-2 is not furnished. However, the Directors draw attention of the members to Notes to the standalone financial statement which sets out related party disclosures

SECRETARIALAUDITORAND SECRETARIAL AUDIT REPORT

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure C to this report. No adverse comments have been made in the sand report by the Practicing Company Secretary.

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure D

During the financial year 2015-16, there were no employee in the Company whose particulars are required to be given in terms 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.

VIGIL MECHANISM:

The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with the provisions of section 177 of the Companies Act, 2013 read with Regulation 22 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. Further details in respect of the vigil mechanism is provided in the corporate governance report which forms part Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

AUDIT COMMITTEE

STAKEHOLDERS RELATIONSHIP COMMITTEE

CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretaryâs Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholderâs. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Directorâs declaration regarding Compliance with Companyâs Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

LISTING

At present, the Companyâs Equity Shares are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing fees to the above Exchanges for the year 2016-17.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of the operations of the Company for the year under review, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges., is presented in a separate section forming part of the Annual Report.

DIRECTORS â RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a. In preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d. The Directors had prepared the Annual Accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

RISK MANAGEMENT

and the rules framed there under. During the financial year 2015-16, the Company has received nil complaints on sexual harassment.

ACKNOWLEDGEMENT

For and on behalf of the board of directors

BRIJGOPAL BANG

(DIN: 00112203)

CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai

Date: August 12,2016

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their 23rd Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March 2015.

FINANCIAL RESULTS

( Rs. In Lacs)

Description Standalone

Year ended Year ended 31.03.2015 31.03.2014

Revenue 12888.54 16337.55

Other Income 278.41 311.58

Total Expenditure 12980.71 15816.79

Earnings before Interest, 186.24 832.34 Depreciation and Tax (EBIDT)

Less: Interest 484.79 486.60

Earnings Before Depreciation (298.55) 345.74 and Tax (EBDT)

Less: Depreciation 264.06 124.29

Profit before Tax (PBT) (562.61) 221.45

Less: Adjustment of Exceptional 0.00 1850.24 Item

Profit/ (Loss) before Tax after (562.61) (1628.79) Exceptional items

Less: Tax Provision (Current, (30.67) (8.48) Deferred, FBT and Earlier Year adjustment)

Profit/(Loss) after Tax (PAT) (531.94) (1620.31)

Description Consolidated

Year ended Year ended 31.03.2015 31.03.2014

Revenue 14884.87 19528.73

Other Income 337.53 433.32

Total Expenditure 14972.67 19159.23

Earnings before Interest, 249.73 802.82 Depreciation and Tax (EBIDT)

Less: Interest 543.71 531.00

Earnings Before Depreciation (293.98) 271.82 and Tax (EBDT)

Less: Depreciation 297.27 141.15

Profit before Tax (PBT) (591.25) 130.67

Less: Adjustment of Exceptional 0.00 1850.69 Item

Profit/ (Loss) before Tax after (591.25) (1720.02) Exceptional items

Less: Tax Provision (Current, (31.83) (11.22) Deferred, FBT and Earlier Year adjustment)

Profit/(Loss) after Tax (PAT) (559.42) (1708.80)

PERFORMANCE REVIEW

Stand Alone

During the year under review, the Company has achieved revenue of Rs. 12888.54 Lacs as against Rs. 16337.55 Lacs in previous year. The Company has incurred a Net loss after tax of Rs. 531.94 Lacs as against Net loss after tax of Rs. 1620.31 lacs for the corresponding previous financial year. Due to adverse market conditions, the turnover of your company has been decreased. Your Directors are hopeful for better sales realisation and profit in the next year.

Consolidated

During the year under review, the Company has achieved revenue of Rs. 14884.87 Lacs as against Rs. 19528.73 Lacs in previous year. The Company has incurred a Net loss after tax of Rs. 559.42 Lacs as against Net Loss after tax of Rs. 1708.80 lacs for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

In view of the business loss incurred during the year, your Director's do not recommend any dividend for the year 2014-15. No amount is transferred to reserves.

The Register of Members and Share Transfer Books will remain closed from September 24, 2015 to September 29, 2015 (both days inclusive). The Annual General Meeting of the Company will be held on September 29, 2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business during the year.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE

FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There is no material changes and commitments occurred which affecting the financial position of the Company between the end of the financial year and as on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Control with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the Audited Consolidated Financial Statement is provided in the Annual Report.

Business Outlook, Operations and Performance are discussed in detail in the Management Discussion & Analysis forming a part of this Report and have not been incorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review, your Company has following subsidiaries:

1. Vedanta Creations Limited

2. A.S. Raiment Pvt Ltd.

3. Bang Europa s.r.o.

4. Bang HK Limited

There is no change in the subsidiaries of the Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached to the Notes forming a part of consolidated financial statement. The Company does not have any material subsidiary. The policy for determining material subsidiaries framed by the Board of Directors is available on website of the Company at the link http://www.banggroup.com/images/policies/Policy%20for%20Determin ing%20Material%20Subsidiaries BOL.pdf

The separate audited financial statements in respect of each of the subsidiary companies for the year ended March 31, 2015 is placed on the Company's website www.banggroup.com and shall also be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

DEPOSITS

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year ended March 31,2015.

STATUTORY AUDITORS

At the Annual General Meeting, Members are requested to ratify the appointment of M/s. Rajendra K. Gupta & Associates, Chartered Accountants, Mumbai, (Registration No. 108373W) as Auditors of the Company made by resolution passed at the 22nd Annual General Meeting of the Company, to hold office from the conclusion of the 22nd Annual General Meeting until the conclusion of the 25th Annual General Meeting, for the balance term and accordingly they continue to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 25th Annual General Meeting on such remuneration as may be fixed by the Board.

DIRECTORS COMMENT ON AUDITOR'S QUALIFICATION & ADVERSE REMARK IN AUDITOR'S REPORT:

The Auditors has made qualification and marked adversely in their report in the para (i)(a) and (i)(b) in respect of the report under Companies (Auditor's Report) Order, 2015.

The Directors comment on these qualification and remarks as- The management will make necessary efforts to maintain the quantitative details and situation of fixed assets and also to physically verify the same at reasonable intervals.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2015 was Rs. 1356 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor made any provision for purchase of its own shares by employees or by trustees for the benefit of employees.

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

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 is given by way of Annexure A to this Report.

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Extract of Annual Return in form No. MGT- 9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure B and forms part of this report.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

During the Financial year, Mr. Mithilesh Kumar Sinha, an Independent Director of the Company resigned as director w.e.f. November 03, 2014. The Board has placed on record its appreciation for the outstanding contribution made by Mr. Mithilesh Kumar Sinha during his tenure of office.

Pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing agreement, the Board at its meeting held on February 02, 2015 appointed Mrs. Swati Sahukara as an additional independent Director.

Ms. Nishi Vijay Vargiya has resigned from the post of Company Secretary w.e.f. June 30, 2014 and Ms. Hemali Gohil has been appointment as Company Secretary of the Company w.e.f. September 22, 1014.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

Pursuant to provisions of section 152(6) of the Companies Act, 2013, Mr. Raghvendra Bang retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

B) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

C) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

While independent directors in their separate meeting have carried out to assess the performance of Chairman & MD and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board.

The Independent Directors expressed their satisfaction with the evaluation process, functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year, the details of which are given in the Corporate Governance report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2015 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms' length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 have been furnished. Related Party transaction policy is posted on the website of the company and is available at http:// www.banggroup.com /images / policies / Policy%20on%20Related%20Party%20Transactions BOL.pdf

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has, in compliance with the provisions of section 204 of the companies Act, 2013, appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretary to carry out secretarial audit of the company for the financial year 2014-15.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is annexed as Annexure C to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure D hereto, which forms part of this report.

During the financial year 2014-15, there were no employee in the Company whose particulars are required to be given in terms 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.

However, in accordance with the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

VIGIL MECHANISM:

The Board has framed a Whistle Blower Policy/ Vigil Mechanism which is in line with the provisions of section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. Further details in respect of the vigil mechanism is provided in the corporate governance report which forms part Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Kindly refer section on Corporate Governance, under the head, 'Nomination and Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Nomination & Remuneration policy is annexed hereto as Annexure E and forms part of this report.

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the listing agreement. Kindly refer to the section on Corporate Governance, under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

A Stakeholders Relationship Committee is in existence in accordance with the provisions of section 178 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, 'Stakeholders Relationship Committee' for matters relating to constitution, meetings and functions of the Committee.

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 implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretary's Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholder's. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Director's declaration regarding Compliance with Company's Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

LISTING

At present, the Company's Equity Shares are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing fees to the above Exchanges for the year 2015-16.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a. In preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of the operations of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges., is presented in a separate section forming part of the Annual Report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of rating risks and incorporate risk treatment plans in strategy, business and operational plans.

As per Section 134(3)(n) of the Companies Act, 2013, The Board of Directors have approved the Risk Management Policy for the company. Some of the risks which may pose challenges are set out in Management Discussion and Analysis Report which forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has received nil complaints on sexual harassment.

ACKNOWLEDGMENT

The Director sincerely appreciates the contributions made by all the employees, associates and business partners who have contributed towards the success of the Company. The Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

For and on behalf of the board of directors

BRIJGOPAL BANG (DIN: 00112203) CHAIRMAN & MANAGING DIRECTOR Place: Mumbai Date: August 14, 2015

Mar 31, 2014

To the Members,

The Directors take pleasure in presenting their 22nd Annual Report of the Company together with the Audited Financial Statement for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. In Lacs) Description Stand Alone Consolidated Year Ended Year Year Ended Year 31.03.14 Ended 31.03.14 Ended 31.03.13 31.03.13

Revenue 16337.55 23659.28 19528.73 27196.61

Other Income 311.58 373.85 433.32 422.35

Total Expenditure 15816.79 23120.92 19159.23 26581.7

Earnings before Interest, Depreciation and Tax (EBIDT) 832.34 912.21 802.82 1037.26

Less: Interest 486.60 474.09 531.00 534.15

Earnings Before Depreciation and Tax (EBDT) 345.74 438.12 271.82 503.11

Less: Depreciation 124.29 124.92 141.15 142.58

Profit before Tax (PBT) 221.45 313.20 130.67 360.53

Less: Adjustment of Exceptional Item 1850.24 0.00 1850.69 0.00

Profit/(Loss) before Tax after Exceptional items (1628.79) 313.20 (1720.02) 360.53

Less: Tax Provision (Current, Deferred, FBT and Earlier Year adjustment) (8.48) 211.65 (11.22) 229.68

Profit/(Loss) after Tax (1620.31) 101.55 (1708.80) 130.85

PERFORMANCE REVIEW

Stand Alone

During the year under review, the Company achieved revenue of Rs. 16337.55 Lacs as against Rs.23659.28 Lacs in previous year. The Company has incurred a Net loss aftertax of Rs. 1620.31 Lacs as against Net Profit aftertax of Rs.101.55 lacs for the corresponding previous financial year.

Consolidated

During the year under review, the Company achieved revenue of Rs. 19528.73 Lacs as against Rs. 27196.61 Lacs in previous year. The Company has incurred a Net loss after tax of Rs. 1708.80 Lacs as against Net Profit after tax of Rs. 130.85 lacs for the corresponding previous financial year.

DIVIDEND AND TRANSFER TO RESERVES

In view of the business loss incurred during the year, your Director''s do not recommend any dividend for the year 2014-15.

The Register of Members and Share Transfer Books will remain closed from September 22, 2014 to September 29, 2014, both days inclusive. The Annual General Meeting of the Company will be held on September 29, 2014.

BUSINESS OPERATIONS

OVERSEAS INVESTMENTS/ACQUISITIONS

Your Company has 2 (Two) Wholly Owned Subsidiaries namely Bang Europa S. R. O. at Slovakia and Bang HK Limited at Hong Kong in order to expand its business activities. Also, in order to establish a place in International Market byway of formation and acquisition of business set up abroad, Bang HK Limited has incorporated its Subsidiary known as "Grand Fashion Textile (Shanghai) Co. Ltd at China and is planning to remit money to the subsidiary towards its Share Capital.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable Accounting Standards AS 21 on Consolidated Financial Statements read with AS 23 on Accounting of Investments in Associates, your Director''s provide the Audited Consolidated Financial Statements in this Annual Report.

Business Outlook, Operations and Performance are discussed in detail in the Management Discussion & Analysis forming a part of this Report and have not been incorporated here to avoid repetition.

SUBSIDIARY COMPANIES:

During the year under review, your Company has following subsidiaries:

1. Vedanta Creations Limited

2. Bang Europa S.R.O

3. Bang HK Limited

4. Grand Fashion Textile (Shanghai) Co., Ltd (Step Down Subsidiary)

5. A.S. Raiment Pvt Ltd.

In terms of the general exemption granted by the Central Government vide their General Circular No.2/2011 dated 8th February 2011 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on August, 13, 2014 recommended appointment of Mr. Vijay Dattatraya Ajgaonkar, Mr. Mithilesh Kumar Sinha and Mr. Subrata Kumar Dey as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 22nd Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The Board recommends the resolutions for your approval for the above appointments.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013.

In terms of the Articles of Association of the Company, Mr. Brijgopal Bang retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

APPOINTMENT OF KEY MANAGERIAL PERSONNEL

As per requirement of Section 203 of the Companies Act 2013, the company has appointed, Mr. Jaydas Tulshiram Dighe as Chief Financial Officer of the Company w.e.f 30th May, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial condition and results of the operations of the Company for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges., is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

M/s Rajendra K. Gupta & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Rajendra K. Gupta & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 25th AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

AUDITOR''S REPORT

The observations made in the Auditor''s Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013, the Board at its meeting held on August 13, 2014 has appointed Mr. Hitesh Kothari, Partner, Kothari H. & Associates, Practicing Company Secretaries as Secretarial Auditor for the Financial year 2014-15.

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 implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A Report on the Corporate Governance and Practicing Company Secretary''s Certificate on Compliance of Corporate Governance are annexed as a part of this Annual Report for the information of the Shareholders. The Company has also obtained the requisite certificate from the Managing Director of the Company. The Managing Director''s declaration regarding Compliance with Company''s Code of Conduct for Directors and Senior Management Personnel forms a part of the Report on Corporate Governance.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A)ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits during the year and as such, no amount of principal or interest was outstanding as on date of Balance Sheet.

LISTING

At present, the Company''s Equity Shares are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing fees to the above Exchanges for the year 2014-15.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988 is given byway of Annexure I to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earnings and outgo is stated in Notes forming part of the Financial Statements. DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts for the financial year 2013- 2014, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROTECTION FUND (IEPF)

During the year, there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956

ACKNOWLEDGEMENT

The Director sincerely appreciates the contributions made by all the employees, associates and business partners who have contributed towards the success of the Company. The Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

For and on behalf of the board of directors

Sd/- BRIJGOPAL BANG (DIN: 00112203) CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Date: August 13, 2014

Mar 31, 2010

The Directors have pleasure in presenting their EIGHTEENTH ANNUAL REPORT along with the Audited Accounts of the Company for the year ended 31 st march 2010.

FINANCIAL HIGHLIGHTS (Rs. In lacs)

Description Stand Alone Consolidated

Year Ended Year Ended Year Ended Year Ended 31.03.10 31.03.09 31.03.10 31.03.09

Sales 12,893.31 13,734.16 16230.70 16,524.09

Other Income 623.28 376.96 801.57 356.64

Less: Total Expenditure 12,627.87 13,567.72 15878.72 16,200.36

Earnings before Interest, Depreciation and Tax ( EBIDT) 888.72 543.40 1153.55 680.37

Less: Interest 392.76 355.85 422.08 414.17 Earning Before Deprec iation And Tax (EBDT) 495.96 187.55 731.47 265.85

Less: Depreciation 150.10 158.90 170.78 164.64

Profit before Tax (PBT) 345.86 28.65 560.69 101.21

Less: Tax Provision (Current, Deferred, FBT and Earlier 113.48 (43.85) 213.88 (18.56) Year adjustment)

Profit after Tax (PAT) 232.38 72.30 346.81 119.77

PERFORMANCE REVIEW

Stand Alone

Your Company has achieved a turnover of Rs.12893.31 Lacs for the year ended 31st March, 2010 lower by 6.12% p.a. as compared to the previous year turnover of Rs. 13 734. 16 Lacs. It was due to lower production and sales, as one of the manufacturing units of the company was transferred to its 50:50 Joint Venture company, Aquarelle India Private Limited. Further efficient management of various costs of the company, foreign exchange gain. accompanied with reduction in cost related unit resolted in Profit Before tax at Rs. 345.86 lacs 1107.19% p.a. higher as compared to P&T of Rs. 28.65 Lacs for the previous year. Your company is in the process of expanding its manufacturing capacities to compensate the loss of production and sales on account of transfer of its manufacuring units.

Profit After tax has also increased from rs. 72.50 Lacs to Rs.232.38 Lacs this year, mainly due to better margins and better cost management policies of the company.

Consolidated

While Consolidating, your companies has also considered the financials of its 50:50 joint Venture company, Aquarelle India Private Limited (AIPL) and its subsidiary Vedanta Creations Limited. During the year under review, Consolidated Turnover more or less remained constant due to transfer of manufacturing units of the Company to AIPL However better margins, foreign exchange gains along considerable reducation in employee cost resulted in the positive growth of consolidated Profit Before Tax i.e. from Rs. 101.21 Lacs for the year ended 31st March 2009 to Rs. 560.69 Lacs for the current years, a growth rate 453.99% p.a. Consequently. the Consolidated profit after tax of the Company qrew @ 189.56% p.a. from Rs. 119.77 Lacs in the year 2008- 09toRs.346.81 Lacs in the year 2009-10.

UTILIZATION OF IPO FUNDS

Brief particulars of Public Issue fund utilization upto 3 1st March, 2010 is as follows:

Particulars Amount Amount (Rs. In lac ) (Rs. in Lac) Revised Utilized deployment of funds*

General Corporate Purpose 1,016.80 1.016.75

Setting up of Retail Stores & Brand Building 1,063.00 1,063.00

Setting up of Apparel Manufacturing Unit at Kolar District, Karnataka 0.25 0.25

Setting up Apparel Manufacturing unit in the state of Karnataka and Andhra Pradesh 1420.00 Nil

Setting up of Apparel Manufacturing unit at Visakhapatanam, Andhra Pradesh 1.500.00 152.33

Entering into joint Venture / Acquisition of existing set up in India or elsewhere, which 75O00 Nil are engaged in the similar business

Warehousing and logistic facilities 400.00 Nil

Setting up of Design, Display and Sampling unit 579.75 162.43

Share Issue Expenses 515.20 515.20

Total Fund Utilized 7,245.00 2,909.96

Balance fund kept in Fixed Deposit and units of Mutual Fund Rs.4,335.04 Lakhs

The unutilized monies of Rs. 4335.04 Lakhs have been parked in fixed deposits with scheduled banks and units of Mutual funds.

*The Company has amended the Objects of utilization of IPO Proceeds at its Annual General Meeting of its members held on 30th September 2009 by way of a special Resolution.

DIVIDEND AND TRANSFER TO RESERVES

Your Company is undertaking some expansion plans and in order to meet the financial requirements of theseplans, your directors propose to ploughback the profits and do not recommed any dividend for the year 2009 -10. No amount is proposed to be transferred to reserves.

The register of members and share transfre books will remain closed from 24th September, 2010 to 30th, September, 2010 both days inclusive. the Annual General Meeting of the Company will be held on 30th September, 2010.

SPECIAL ECONOMIC ZONE Your Company has commenced the civil construction for setting up of a unit of manufacturing of garment in the Visakhapatanam Special Economic Zone (VSEZ). civil construction has been scheduled to be completed by the end of the September 2010. The projected capacity of the unit is 180000 garment pcs per annum.

OVERSEAS INVESTMENTS/ACQUISITIONS

Your Company has planned to expand its business activities by way of formation and acquisition of business set up aboerd. As one of the step towards its expansion plan, company is in the process of obstaining the approval of Reserve Bank of india for making investment in Slovakia and Hong Kong.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the applicable accounting standards AS 21 on Consolidated Financial Statements read with AS 27 on Accounting of investments in Associates, Your Directors provide the audited Consolidated financial Statements in the Annual Report. Business outlook, oprations and performance are discussed in detail in the Management Discussion & Analysis forming part of this Report and have not been incorporate here to avoid repetition.

SUBSIDIARY COMPANY

As per the provisions of Section 212 of the Companies Act. 1956, the audited statement of accounts of the Subsidiary Company is annexed to the Annual Report of the Company.

DIRECTORS In terms of the provisions of Sections 255 and 256 of the Companies Act. 1956 and the Articles of Association of the company Mr. Venugopal Bang and Mr. Vijay Ajgaonkar retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. Brief resumes of the Directors proposed to be re- appointed, nature of their expertise in Specific functional areas and names of companies in which they hold Directorships and Memberships /Chairmanships of Board Committees, as stipulated in Clause 49 of the Listing agreement with the stock exchanges are provided as an attachment of the notice calling the annual general meeting.

AUDITORS M/s. Rajendra K. Gupta & Associates, Chartered Accountants, the retiring Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment .

The Company has received a confirmation from the auditors to the effect that their re-appointment, if made would within the prescribed limits under Section 224(18) of the Companies Act, 1956 and that are not disqualified for such reappintment within the meaning of Section 226 of the said Act.

The members are recommended to re-appoint them as the auditors of the Company.

AUDITORS REPORT

The observations made in the Auditors Report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under Section 217ofthe Companies Act, 1956.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with (Particulars of Employees) Rules 1975 as amended, the names and other particulars are required to be set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(l)(b)(iv) of the said Act, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such perticulars may write to the Company Secreatary at the registered office of the Company.

FIXED DEPOSITS

During the year under review, the company has not accepted any deposit under Section 58A of the Companies Act. 1956, read with Companies (Acceptance of Deposits) Rules. 1975 . As such, no amount of Principal or interest is outstandsing as on the Balance Sheet date.

LISTING

At present the Companys equity shares are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited and the Company has paid the Listing fees to the above exchange for the year 2010- 11.

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

Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo ad required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (disclosure of the particulars in the report of the Board of Directors) Rules, 1988 is given by way of Annexure /to this report.

DIRECTORSRESPONSIBILITY STATEMENT

The Board of Directors Report:

i that in the preparation of Annual Accounts for the financial year 2009-10, the applicable accounting standards have been followed along with proper explanatoin relating to material departures:

ii that the Directors have selected such accounting policies and applied them consistently and made judgments and estiments that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Company for that period:

iiithat the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your company follows the principles of effective corporate governance practices.

A report on the Corporate Governance, Practicing Company Secretarys certificate on compliance of Corporate Governance, and "Management Discussion and Analysis" giving details of the Companys business and operating results are annexed as a part of the Annual Report for the information of the shareholders. TheCompany has obstained the requisite certificate from the Managing Director of the Company. The Managing Directors declaration regarding compliance with Companys Code of Conduct for Directors and Senior Management personne/forms pert of repot on Corporate Governance.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EEDUCATION PROECTION FUND (IEPF)

During the year there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were required to be transferred by the company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

TRANSFER OF UNCLAIMED SHARES TO SUSPENSE ACCOUNT ACKNOWLEDGEMENT Company is in the process of opening a Demat Suspense Account with one of the Depository Participant. As soon as the account is opened, the unclaimed shares shall be credited to the same.

ACKNOWLEDGEMNET

Your Directors take this opportunity to gratefully acknowledge the support with one and co-operation received from its Bankers. all stakeholders and investors including for their continued patronage and confidence reposed in the company. The Directos would like to express their thanks for the sincere hard work and dedication of every employee leading to impressive results of your company. the Board is confident that the employees continued enthusiasm, initiative and dedicated efforts, your company could face the new challenges and opportunities arising out of the competition.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

VENUGOPAL BANG

PLACE: Mumbai

DATE: 1st September 2010

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