Bagadia Colourchem Limited.
The Board of Directors have pleasure in presenting before you the 30th Annual Reportand Audited Statements of Accounts for the year ended as on 31st March 2015.
1. FINANCIAL RESULTS
The Financial Results for the year ended on 31stMarch 2015 are briefly given below:-
| ||2014-2015 ||2013-2014 |
|PARTICULARS ||(Rs.) ||(Rs.) |
|Sales (Net of Tax) & Other Income ||38490296 ||33750490 |
|Profit before Interest Depreciation & Income Tax ||615122 ||(4434116) |
|Less : || || |
|Interest ||270654 ||187165 |
|Depreciation ||6784990 ||2986762 |
|Profit/ (Loss) for the Year before tax ||(6440522) ||(7608043) |
|Less : Provision for Tax || ||- |
|Deferred Tax ||(1626053) ||(387961) |
|Earlier Year ||(6699) ||31938 |
|Profit/(Loss) after Tax ||(4807770) ||(7252020) |
2. MANAGEMENT DISCUSSION & ANALYSIS REPORT
During the year under review the Revenue from Operations of the Company was Rs. 361.51Lacs as against Rs. 320.68 Lacs of the previous year. The export turnover of the Companyduring the year under report was Rs. 140.75 Lacs as against Rs. 143.24 Lacs of theprevious year. The Company has incurred the Loss before Tax of Rs. 64.40 Lacs as againstthe Loss of Rs. 76.08 Lacs of the previous year.
As the Members are aware the Company is engaged in the business of dye intermediatesand the Companys factory is located at Mahad Maharashtra. The major turnover duringpast several years was attributed from export business.
As the Members are also aware the Companys size of business is small with theShare Capital of Rs. 3.69 Crs.
The installed capacity of the Company is also medium. With the available limitedresources the Company was undertaking the business activities. The Company is facing acutecompetition from the international market and the foreign competitors mainly from Chinaare offering their products at very low prices. This has affected the Orders from itsregular Customers who are shifting to the companies with bigger capacities. As such therewas a drop in the turnover of the Company during past few quarters. The Company has alsoincurred losses over these quarters. Thus the performance of the Company is badlyaffected. As a result the Company as an enabling alternative sought the approval of theShareholders by way of Postal
Ballot for Sale of Companys Factory at MIDC Industrial Area Mahad Dist. RaigadMaharashtra. The Special Resolution proposed by way of Postal Ballot for approval of theShareholders was passed on Tuesday 4th August 2015. The Board of Directors of theCompany is studying various other alternatives to come out of the situation includingchanging the product range shifting of the Plant to a better place which will beeconomical for the operations of the Company.
3. CAUTIONARY STATEMENT
Statements in this report particularly those which relate to management discussion andanalysis describing the companys objectives projections estimates andexpectations may constitute forward looking statements within the meaning ofapplicable laws and regulations actual results might differ materially from those eitherexpressed or implied.
4. TRANSFER TO RESERVES
Company has not transferred any amount to its General Reserve.
The Directors regret their inability to recommend any Dividend on the Equity Shares ofthe Company due to the Losses incurred by the Company.
6. PUBLIC DEPOSITS
During the Financial Year 2014-15 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Report and the adequacy andeffectiveness of internal controls periodically.
8. LISTING FEES
The annual listing fee for the year under review has been paid to BSE Limited whereyour Companys shares are listed.
9. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES
Company does not have any Holding Company Subsidiary Companies and Associate Company.
10. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure I to thisReport.
11. NUMBER OF MEETINGS OF THE BOARD
During the year under review Nine (9) Board Meetings were convened and held includingIndependent Directors
Meeting held on 25th March 2015. The details of which are given in the CorporateGovernance Report which forms part of this Report as per Annexure II. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the Listing Agreement.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Companies Act 2013 theDirectors Responsibility Statement is furnished below as per the provisions ofSection 134 (3) (c).
Directors state that:-
a) In the preparation of the Annual Financial Statements for the year ended 31st March2015 the applicable accounting standards have been followed along with the properexplanation relating to material departures;
b) Accounting policies as mentioned in Part B to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2015 and of the Loss of the Company for the year ended on thatdate;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Annual Financial Statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
13. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
14. AUDITORS AND AUDITORS REPORT a) Statutory Auditor
In the Annual General Meeting held on 14th August 2014 the Company had appointed M/sShreepad Shende Chartered Accountants Pune having Membership No. 041692 as the Auditorsof the Company. Accordingly the Auditors have furnished their Report dated 28th April2015.
The qualifications of the Auditors and the replies given in the Notes to Accounts areself explanatory.
The present Auditors of the Company have shown their unwillingness to be re-appointedas the Auditors of the Company. Accordingly the appointment of S. P. Jain &Associates Chartered Accountants Mumbai having Firm Registration Number 103969W hasbeen recommended from the conclusion of this Annual General Meeting till the conclusion of35th Annual General Meeting of the Company subject to ratification by the Members atevery Annual General Meeting.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Shekhar Ghatpande & Co. Company Secretaries having Membership No FCS:1659 CP No: 782 to conduct the Secretarial Audit of your Company. The Secretarial AuditReport is annexed herewith as Annexure - III to this Report which is qualified bythe Secretarial Auditors on certain points.
c) Cost Audit
For the Financial Year under Report the appointment of Cost Auditor and obtaining oftheir Report was not applicable to the Company.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
During the Financial Year 2014-2015 Company has not provided any Loans or Guaranteesand made Investment under Section 186 of the Companies Act 2013 read with Companies(Meeting of Board and its
Powers) Rules 2014.
The Details of Investments made as on 31st March 2015 are as follows:
|Name of Entity ||Amount as At 31st March 2015 (Rs.) |
|1. Quoted (Equity Shares) || |
|(a) 2000 Shares of Rs. 10/- each of Bank of Baroda ||170000 |
|(b) 188 Shares of Rs. 10/- each of Punjab National Bank ||73320 |
|2. Unquoted ||Nil |
|TOTAL ||243320 |
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to provision of Companies Act 2013 the particulars of contracts orarrangements entered into by the Company with Related parties have been done at Armslength basis and are in ordinary course of business and particulars of which are providedin Form AOC - 2 attached herewith as Annexure IV.
17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements relate and the date of the report.
18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy and Technology Absorption a) Wherever possible energyconservation measures have been implemented and there are no further areas where energyconservation measures can be taken. However efforts to conserve and optimize the use ofEnergy through improved operational methods and other means will continue. b) The Companyhas not imported any technology and there is no technical collaboration with any partyfor the present activities of the Company.
B. Foreign Exchange Earnings and Outgo
|Sr. No. ||Particulars ||Amount in Rs. |
|i ||Foreign Exchange earned in terms of actual inflows during the year ||14075399 |
|ii ||Foreign Exchange outgo during the year in terms of actual outflows ||101038 |
20. RISK MANAGEMENT POLICY
At present the Company has not formulated any Policy for Risk Management howeverduring the course of business the Management looks after and study the Risks involved.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 in respect of CSR activitiesare not applicable to the Company. The Company voluntarily also has not undertaken any CSRactivity.
22. BOARD EVALUATION
Pursuant to provisions of the Companies Act 2013 Rules there under and Clause 49 ofListing Agreement the Board has carried out evaluation of its own performance and that ofits Committees and individual Directors.
23. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business during the Financial Year underreview.
24. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED DURING THE YEAR
During the year there is no Appointment and Resignation of any Directors or KeyManagerial Personnel.
25. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING
Ms. Sneha Sushil Bagadia who retires by rotation at the ensuing Annual General Meetingand being eligible offers herself for re-appointment.
26. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee has been mentioned in the Corporate GovernanceReport annexed to this Report.
27. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration aggregating to Rs. 60/- Lacsor more per year or Rs. 5/- Lacs or more per month when employed for a part of the yearand the particulars as required under (Rule 5(2) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014.
28. CASH FLOW
A Cash Flow Statement for the year ended 31st March 2015 is attached to the FinancialStatement.
29. CORPORATE GOVERNANCE
A report on the Corporate Governance along with the certificate of compliance from theAuditors forms part of the Annual Report.
The Directors place on record their appreciation for the cooperation and supportextended by the Bankers of the Company viz. Bank of Baroda and Employees of the Companyall the times.
The Directors are also thankful to the officials of Government of India Government ofMaharashtra local authorities MIDC for their continued help and timely assistanceextended to the Company.
| ||By Order of the Board of Directors |
|Place : Pune ||N. R. Bagadia |
|Date : 13/08/2015 ||Chairman & Managing Director |
| ||[DIN: 00899960] |