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BDH Industries Ltd.

BSE: 524828 Sector: Health care
NSE: MBIND ISIN Code: INE278D01018
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VOLUME 2744
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P/E 11.76
Mkt Cap.(Rs cr) 36.52
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OPEN 62.55
CLOSE 61.15
VOLUME 2744
52-Week high 139.80
52-Week low 56.85
P/E 11.76
Mkt Cap.(Rs cr) 36.52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BDH Industries Ltd. (MBIND) - Director Report

Company director report

To

THE MEMBERS

BDH INDUSTRIES LIMITED

Your Directors have pleasure in presenting Twenty Fifth Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2015.

FINANCIAL RESULTS :

The financial performance of the Company is summarized below :-

Particulars 2014-2015 2013-2014
Sales (Gross) 4512.57 4310.17
Sales (Net) 4461.36 4263.59
Other Income 121.73 124.42
Total Income 4583.10 4388.01
Profit before Interest and Depreciation 502.06 490.12
Less : Interest 48.15 73.95
Depreciation 74.47 75.69
Profit before tax 379.44 340.48
Less : Provision for Taxation 132.00 115.19
Deferred Taxation (9.53) (4.49)
Net Profit After Tax 256.97 229.78
Add : Surplus Brought Forward from the previous year 965.89 871.62
Balance available for Appropriation 1222.86 1101.40
Less : Transfer to General Reserve 38.55 34.47
Less : Provision for Dividend 97.87 69.06
Less : Tax on Dividend 20.36 11.74
Less : Provision for Retirement Benefit (20.21) 20.21
Less : Depreciation on transition to Schedule II of the
Companies Act 2013 (Net of Defferred Tax) 61.50 0.00
Balance carried forward to Balance Sheet 1024.78 965.89

REVIEW OF OPERATIONS :

During the year 2014-15 Company achieved Sales (Net) of Rs 4461.36 Lakhs as compared toRs 4263.59 Lakhs in the previous year registering growth by 4.6% over previous year. TheOperating Profit of the Company i.e. Profit before Interest and Depreciation has increasedfrom Rs 490.12 lakhs in previous year to Rs 502.06 lakhs in 2014-15. The Company earnedNet Profit of Rs 256.97 lakhs during the year as against Rs 229.78 lakhs as in previousyear thereby showing growth of 12% in Net Profit after Tax. Your Directors have approved atransfer of Rs 38.55 lakhs to General Reserve for the year ended 31st March2015 as against an amount of Rs 34.47 lakhs in previous year. After adding the surplusbrought forward from previous year of Rs 965.89 lakhs Rs1024.78 lakhs is carried to theBalance Sheet as surplus in Statement of Profit & Loss.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

No event occurred between the end of the year to which the financial statements arerelated and the date of report that would materially change or affect the financialpositon of the Company.

CHANGE IN THE NATURE OF BUSINESS IF ANY :

There has been no material change in the nature of business during the financial yearunder review.

DIVIDEND :

Your Directors are pleased to recommend dividend of Rs 1.40/- per equity share of Rs10/- each (previous year Rs 1.20/- per share) plus Special Silver Jubilee Dividend of Rs0.30 per equity share of Rs 10/- hence total dividend recommended is Rs 1.70 per equityshare of Rs 10/- each for financial year ended 31st March 2015. The saiddividend on equity shares is subject to the approval of the shareholders at the AnnualGeneral Meeting. The total cash outflow on account of dividend payment includingdistribution tax will be Rs 117.80 lakhs. The dividend is tax free in the hands ofshareholders.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors at present has six members Mrs. Jayashree Nair is theChairperson and Managing Director of the Company. She was appointed as Managing Directorof the Company for a period of three years with effect from 1st April 2014 as approved bythe members at the 23rd Annual General Meeting. Mr. S.C. Kachhara is the ExecutiveDirector & Chief Financial Officer of the Company. He was appointed as ExecutiveDirector of the Company for a period of three years with effect from 1st April 2014 asapproved by the members at the 23rd Annual General Meeting. Mr. S. C. Kachhara was alsore-designated the Chief Financial Officer of the Company with effect from 28th May 2014 incompliance with section 203 of the Companies Act 2013. Mr. S. C. Kachhara (DIN 00019666)retires by rotation at the forthcoming Annual General Meeting being eligible and offershimself for re-appointment. Accordingly the Board recommends his re-appointment.

There are three Independent Directors on the Board of the Company - Mr. A.V. Menon(DIN-00019770) Dr. Dinesh Variar (DIN- 00019721) and Mr. Bhagirath Singh Sihag(DIN-00155407). In order to comply with the requirements of Section 149(4) and 149(5) ofthe Companies Act 2013 the Board of Directors recommended the appointment of the threeIndependent Directors as Independent Directors under the provisions of the Companies Act2013 subject to the approval of the members at the 24th Annual General Meeting. Theapproval of members was obtained by postal ballot e-voting and poll at the 24th AnnualGeneral Meeting and the results were announced to the stock exchange. The terms ofappointment for the Independent Directors were issued by way of letter duly signed byChairperson of the Board.

There is one Non- Executive Director on the Board of the Company - Mrs. Karthika Nair(DIN-00019695). To comply with the requirement of Section 203 of the Companies Act 2013Mrs. Jayashree Nair Managing Director Mr. S. C. Kachhara Executive Director and ChiefFinancial Officer and Ms. Nikita Phatak Company Secretary of the Company have beenre-designated as the Key Managerial Personnel of the Company. The Board of Directors metfive times during the year on 28th May 2014 12th August 2014 17thSeptember 2014 14th November 2014 and 12th February 2015. The Policy for selection ofDirectors and determining independence of a director and Remuneration Policy forDirectors Key Managerial Personnel and and other employees is attached herewith asAnnexure III(A) and Annexure III(B) to this report.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors on the Board of the Company have submitted their declarationstating that they meet the criteria of independence under section 149(6) of the CompaniesAct 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that :

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimated that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintainance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

CORPORATE GOVERNANCE :

The Company has complied with the requirements of Corporate Governance as stipulatedunder Listing Agreement and a Corporate Governance Report is part of this Annual Report. Acertificate from Statutory Auditor of the Company on compliance of the conditionsstipulated for Corporate Governance under Clause 49 of the Listing Agreement is attachedto this report.A declaration by the Managing Director pursuant to clause 49 of the ListingAgreement regarding adherence to the Code of Conduct by the Members of the Board and bythe Members of the Senior Management Personnel of the Company is also attached to thisreport.

LISTING WITH STOCK ExCHANGE :

The equity shares of the Company are listed with Bombay Stock Exchange Limited. Theannual listing fee for year 2015-2016 has been promptly paid by the Company.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and categorize variousrisks implement measures to minimize impact of these risks and a process to monitor themon regular basis.

RELATED PARTY TRANSACTIONS :

There were no materially significant related party transactions during the year thathave any potential conflict with the interests of the Company. The transactions withrelated parties are disclosed in the notes to the financial statements. Form AOC-2prescribed under the Companies Act 2013 and Companies (Accounts) Rules 2014 is furnishedas Annexure V to this report.

VIGIL MECHANISM :

The Company has established a Vigil Mechanism for Directors and employees to reporttheir genuine concerns or grievances. The Whistle Blower Policy is adopted which providessafeguards against victimization of the Whistle Blower. The employees of the Company arefree to report any concerns of unethical behavior suspected fraud or violation of laws tothe Audit Committee under this policy.

FORMAL ANNUAL EVALUATION :

As required under Schedule IV of the Companies Act 2013 and Clause 49(II)(B)(6) of theListing Agreement the Independent Directors at their separate meeting held on 12thFebruary 2015 evaluated the performance of the non-independent directors and the Board asa whole. They also reviewed the performance of the Chairperson of the Company taking intoaccount the views of Executive Director and Non-Executive Director and also assessed thequality quantity and timeliness of flow of information between the Company management andthe Board that was necessary for the Board to effectively and reasonably perform theirduties.

Also as required under Clause 49 of the Listing Agreement the Board assessed theperformance of the Independent Directors as per the criteria laid down and haverecommended their continuation on the Board. The Board of Directors assessed theperformance of the individual directors on the Board based on parameters such as relevantexperience and skills focus on shareholder value creation governance standardsknowledge of business processes and procedures followed integrity relationship withManagement impact on key management decisions etc. The Members of the Committee of auditnomination and remuneration shareholders / investors grievance and share transfer werealso assessed on the above parameters and also in context of the Committee's effectivenessvis-avis the Companies Act 2013 and the Listing Agreement.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

FIXED DEPOSIT :

The Company has not invited / accepted any deposits during the period under review asenvisaged under Sections 73 74 and 76 of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :

The Company has not made any loans to any third party as envisaged under section 186 ofthe Companies Act 2013. The Company has not given any guarantees other than bankguarantees int the normal course of business to meet the contractual obligations. TheBoard of Directors have authorized the Company to invest the surplus of the Company indeposits with Banks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :

During the year under review there have been no significant and material orders passedby any regulators / courts / tribunals that could impact the going concern status and theCompany's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO :

The information required under Section 134(3)(m) of the Companies Act 2013 read withthe Rule 8(3)of Companies (Accounts)Rules 2014 Chapter XI particulars of energyconservation technology absorption and foreign exchange earnings and outgo are appendedhereto as Annexure IV to this Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION :

The Company has maintained cordial and harmonious relations with all its employees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noneof the Directors/Employees are drawing remuneration / salaries in excess of ' 6000000/-per annum or ' 500000/- per month.

ENVIRONMENT HEALTH & SAFETY :

The Company continued its commitment to environment protection and industrialsafety.Our manufacturing facility is accredited with WHO-GMP and complies with applicableenvironmental regulations. The Company also received ISO 9001:2008 Certificate from SGSUnited Kingdom Limited. Periodical audits are done internally to assess the efficiency ofthe plant. The Company conducts medical check-up programs first aid courses and firesafety sessions for employees. The Company has also upgraded the fire fighting systemduring the year.

ExTRACT OF ANNUAL RETURN :

The Extract of Annual Return of the Company as on 31st March 2015 is annexedherewith as Annexure I to this Report.

AUDITORS AND AUDITORS’ REPORT :

STATUTORY AUDIT :

M/s. L. J. Kothari & Co. Chartered Accountants retire at the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment. Your Directorsrecommend their re-appointment. The Auditors Report read with notes to financialstatements are selfexplanatory.

SECRETARIAL AUDIT :

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. J. H. RanadeCompany Secretary in practice was appointed to conduct Secretarial Audit. The SecretarialReport for the year ended 31st March 2015 is annexed as Annexure II to thisreport.

RATIO OF REMUNERATION :

As required under Section 197(12) of Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnal) Rules 2014 the required detailsare given below :

a. Directors Ratio to median Remuneration
Mrs. Jayashree Nair 24:1
Mr. S. C. Kachhara 24:1
Mr. A. V. Menon 0.20:1
Dr. Dinesh Variar 0.20:1
Mr. Bhagirath Singh Sihag 0.20:1
Mrs. Karthika Nair 0.20:1

b. The percentage increase in remuneration of Mrs. Jayashree Nair Managing Director is67% Mr. S. C. Kachhara Executive Director & Chief Financial Officer is 67% (asapproved by members in 23rd Annual General Meeting) and Ms. Nikita Phatak CompanySecretary is 11%.

c. The median remuneration of employees increased by 11% in the financial year.

d. There are 162 permanent employees on the rolls of Company.

e. The Company's PAT increased from ' 229.78 lakhs in 2013-14 to ' 256.97 lakhs in2014-15 an increase of 12% against which the average increase in remuneration is 11% andthis increase is aligned with the Company's Remuneration Policy.

f. The aggregate remuneration of key managerial personnel (KMP) is ' 96.70 lakhsrevenue of the Company during the year is ' 4583.10 lakhs and the remuneration of KMP is2% of the revenue.

g. The market capitalization of the Company as on 31st March 2015 was '29.91 crores and as on 31st March 2014 was ' 11.40 crores. The PE ratio of theCompany as on 31st March 2015 was 11.64 and as on 31st March 2014was 4.96.The Company made a public offer of equity shares (of face value ' 10/- eachshare) at premium (of ' 30/- each share) in the year 1995.

h. The average percentile increase in salaries of employees other than managerialpersonnel is 11% and increase in managerial remuneration is 67% as approved by the membersat the 23rd Annual General Meeting.

i. There is no variable component linked to various parameters - financial andnon-financial in the remuneration availed by the directors.

j. During the year there was no employee who is not a director of the Company andreceived remuneration in excess of the highest paid director.

k. We affirm that remuneration paid is as per Remuneration Policy of the Company.

GENERAL:

The Company has constituted an internal complaints committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 forprevention and redressal of complaints of sexual harassment at workplace. Your Directorsfurther state the during the year under review there was no complaint filed pursuant tosaid Act.

APPRECIATION :

Your Directors thank statutory authorities and bankers for co-operation extended bythem to the Company. Your Directors place on record their sincere appreciation of thecontinued support by the employees and finally thank all shareholders for the trust placedby them with the Company.

FOR AND ON BEHALF OF THE BOARD
Place : Mumbai Jayashree Nair
Date : 27th May 2015 Chairperson & Managing Director

ANNEXURE II Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

The Members

BDH Industries Limited

Nair Baug Akurli Road

Kandivali (East)

Mumbai - 400101

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by BDH Industries Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations madethereunder.

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during audit period)

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringaudit period)

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during audit period)

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during audit period)

and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during audit period)

vi. The Laws as are specifically applicable to the Company are as under:

a. Drugs and Cosmetics Act 1940

b. Narcotic Drugs and Psychotropic Substances Act 1985

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notapplicable as not notified during the period under review).

(ii) The Listing Agreement entered into by the Company with BSE Limited;

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations and Guidelines etc. mentioned above.

We further report that:-

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act and Listing Agreement.

Adequate notice of at least seven days is given to all Directors to schedule the BoardMeetings.

Agenda and detailed notes on agenda are sent generally seven days in advance and asystem exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views if any arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company whichcommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

Place: Thane For J. H. Ranade & Associates
Date: 25th May 2015 Company Secretaries
J. H. Ranade
(Proprietor)
FCS: 4317 CP: 2520

The Members

BDH Industries Limited Nair Baug Akurli Road

Kandivali (East) Mumbai - 400101

Our Secretarial Audit Report of even date is to be read along with this letter.

Management's Responsibility:

1. It is the responsibility of the Management of the Company to maintain secretarialrecords devise proper systems to ensure compliance with the provisions of all applicablelaws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility.

2. Our responsibility is to express an opinion on these secretarial records systemsstandards and procedures based on our audit.

3. Wherever required we have obtained the Management's representation about thecompliance of laws rules and regulations and happening of events etc.

Disclaimer:

4. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

Place: Thane For J. H. Ranade & Associates
Date: 25th May 2015 Company Secretaries
J. H. Ranade
(Proprietor)
FCS: 4317 CP: 2520

ANNEXURE III(A)

Policy for Selection of Directors and determining Directors' independence

BDH Industries Limited ensures constitution of a Board of Directors with an appropriatecomposition size diversified expertise and experience and commitment to discharge theirresponsibilities and duties effectively. BDH Industries Limited recognizes the importanceof Independent Directors in achieving the effectiveness of the Board. It aims to have anoptimum combination of Executive NonExecutive and Independent Directors. This Policy setsout the guiding principles for the Nomination and Remuneration Committee for identifyingpersons who are qualified to become Directors and to determine the independence ofDirectors in case of their appointment as independent directors of the Company. TheNomination and Remuneration Committee may take into account factors such as:

• General understanding of the Company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

The proposed appointee shall also fulfill the following requirements:

• Shall possess a Director Identification Number;

• Shall not be disqualified under the Companies Act 2013;

• Shall give his written consent to act as a Director;

• Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;

• Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;

• Shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Equity Listing Agreements and other relevant laws.

The criteria of independence as laid down in Companies Act 2013 and Clause 49 of theEquity Listing Agreement is as below:

An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director—

a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the company its holdingsubsidiary or associate company;

c. who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

e. who neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of—

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or

(v) is a material supplier service provider or customer or a lessor or lessee of thecompany

f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company's business and such other qualifications as may be prescribed fromtime to time under the Companies Act 2013.

g. who is not less than 21 years of age.

The Independent Directors shall abide by the “Code for Independent Directors”as specified in Schedule IV to the Companies Act 2013

Other directorships / committee memberships

A Director shall not serve as Director in more than 20 companies of which not more than10 shall be Public Limited Companies. A Director shall not serve as an IndependentDirector in more than 7 Listed Companies and not more than 3 Listed Companies in case heis serving as a Whole-time Director in any Listed Company.

A Director shall not be a member in more than 10 Committees or act as Chairman of morethan 5 Committees across all companies in which he holds directorships. For the purpose ofconsidering the limit of the Committees Audit Committee and Stakeholders' RelationshipCommittee of all Public Limited Companies whether listed or not shall be included andall other companies including Private Limited Companies Foreign Companies and Companiesunder Section 8 of the Companies Act 2013 shall be excluded.

ANNEXURE III (B)

Remuneration Policy for Directors Key Managerial Personnel and other employees

BDH Industries Limited recognizes the importance of aligning the business objectiveswith specific and measureable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its directors key managerial personnel and otheremployees keeping in view that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate to run the company successfully. This Policysets out the guiding principles for the Nomination and Remuneration Committee forrecommending to the Board the remuneration of the directors key managerial personnel andother employees of the Company.

The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Executive Directors of the Companywithin the overall limits approved by the shareholders. The Board on the recommendationof the Committee shall also review and approve the remuneration payable to the KeyManagerial Personnel of the Company. The remuneration structure shall include thefollowing components:-

A) Executive Directors and Key Managerial Personnel

(i) Basic Pay

(ii) Perquisites and Allowances

(iii) Performance Incentive

B) Non-Executive Directors shall be entitled to sitting fees for attending the meetingsof the Board and the Committees thereof.

C) Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

ANNEXURE IV

Conservation of energy technology absorption and foreign exchange earnings and outgo

A. CONSERVATION OF ENERGY :

1. Steps taken or impact on conservation of energy : The installation of undergroundpiped natural gas (PNG) and aboveground installation of other gas equipments as part ofclean energy technology is in process.

2. Steps taken by the Company for utilizing alternate sources of energy : The LightDiesel Oil (LDO) utilized for manufacturing process will be substituted by piped naturalgas (PNG).

3. Capital investment on energy conservation equipments : Under implementation.

B. TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption :

Updated manufacturing facilities as per WHO norms and Quality assessment techniques arebeing used. Updated the existing fire fighting system in the Company's premises.Implemented in-house machinery of bar code system for secondary level and tertiary levelpackaging.

2. Benefits derived as a result of the above efforts :

Improvement in operating efficiencies product profile quality and cost effectivemodifications. The new fire fighting system enhances industrial safety. The bar code sytemon packaging helps to trace the products effectively.

3. Technology imported during the last 3 years : No technology has been imported.

4. Expenditure incurred on Research & Development:

(Rs in lakhs)

2014-2015 2013-2014
a. Capital 1.59 12.70
b. Recurring 15.12 14.08
TOTAL 16.71 26.78
Total R&D Expenditure as a percentage of total revenue 0.37% 0.62%

C. FOREIGN ExCHANGE EARNINGS AND OUTGO

During the year foreign exchange earnings were ' 2718.70 lakhs as against outgo of '1028.39 lakhs.

FOR AND ON BEHALF OF THE BOARD

Jayashree Nair

Chairperson & Managing Director

ANNEXURE V Form No. AOC - 2

(Pursuant to clause (h) of sub-section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto.

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

(a) Name(s) of the related party and nature of relationship : Not Applicable

(b) Nature of contracts/arrangements/transactions : None

(c) Duration of the contracts / arrangements/transactions : Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the valueif any : Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions :Not Applicable

(f) Date(s) of approval by the Board : Not Applicable

(g) Amount paid as advances if any : None

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188 : Not Applicable

2. Details of material contacts or arrangements or transactions at arm's length basis :

(a) Name(s) of the related party and nature of relationship : Not Applicable

(b) Nature of contracts/arrangements/transactions : None

(c) Duration of the contracts / arrangements/transactions : Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the valueif any : Not Applicable

(e) Date(s) of approval by the Board : Not Applicable

(f) Amount paid as advances if any : None

Note - The related party transactions that were entered into during the financial yearwere non-material and were on arm's length basis and were in the ordinary course ofCompany's business. The Company has not entered into any contract arrangement ortransaction with any related party which could be considered as material within themeaning of clause 49 VIIC of Listing Agreement. Related party transactions underAccounting Standard - AS18 are disclosed in the notes to the financial statements.

FOR AND ON BEHALF OF THE BOARD

Jayashree Nair

Chairperson & Managing Director

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