TO THE SHAREHOLDERS
Your Directors have great pleasure in presenting the 28th Annual Report together withthe Audited Accounts of the Company for the year ended March 31 2017.
1. FINANCIAL HIGHLIGHTS:
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Sales & Other Income ||35275 ||24039 |
|Profit before tax and appropriations ||6497 ||2375 |
|Profit after tax ||4353 ||1533 |
|Add : Balance brought forward from previous year ||5342 ||4281 |
|Profit available for disposal ||9695 ||5814 |
|Proposed Dividend ||797 ||398 |
|Corporate Tax on Proposed Dividend ||169 ||74 |
|Transfer to General Reserve ||- ||- |
|Profit carried forward ||8729 ||5342 |
2. OPERATIONAL REVIEW:
The Company has reported all round improvement in its working during the year underreview backed by better realizations and profitability coupled with solar power projectof the Company adding to the revenue. In the midst of changing global economic andpolitical scenario maintaining business momentum in an uncertain environment demonstratesdepth of the Company's strength and capabilities and is a validation of our commitment toprovide innovative value added solutions and keeping itself agile to embrace the everchanging business environment.
Dyes and Chemical Business
The turnover of the Company from dyes and chemical business has gone up to ' 34198.63Lakhs during the current year from ' 23713.07 Lakhs during the corresponding period. TheNet Profit from the above segment has shown improvement to ' 5820.65 Lakhs during thecurrent year as against ' 2362.42 Lakhs during last year.
Updates on Solar Power Project
The Company was awarded an Order for 30MW Solar Power Project under JNNSL Ph-III andTranche-I for the State of Maharashtra by Solar Energy Corporation of India (SECI) (AGovernment of India Enterprise). The Company has set up this plant at Ahmednagar DistrictMaharashtra with a PPA tenure with SECI for 25 years at a capital outlay of ' 189 Crores.Out of the 30MW approval the Company has commissioned a capacity of 20MW on March 312017 and for this commissioning Maha Vitaran (Maharashtra State Electricity DistributionCompany Limited) vide letter dated May 6 2017 has confirmed the project to that extent ascommissioned and grid connected on March 31 2017. The Company has commissioned theremaining capacity of 10MW on June 17 2017 and the entire 30MW capacity have becomeoperational. The Company will also operate and maintain the plant for 25 years.
The turnover of the Company from existing Solar Power operations has gone up to '239.56 Lakhs during the current year from ' 131.94 during the corresponding period. TheSegment has shown a loss ' 11.89 Lakhs during the current year as against ' 18.04 Lakhsduring last year.
Updation on Scheme of Amalgamation of Nipur Chemicals Ltd. with the Company
The Company has proposed a Scheme of Amalgamation by which Nipur Chemicals Limited(Transferor) will be amalgamated with Bhageria Industries Limited (Transferee) w.e.f.October 1 2016 (Appointed Date). On approval of the Stock Exchanges BSE and NSE underRegulation 37 of LODR Regulation2015 a Petition has been filed before NCLT for theirsanction under the provisions of the Companies Act2013 pursuant to the approval of theshareholders under NCLT Convened Meeting on October 3 2017.
Extension of time for holding the Annual General Meeting of the Company
The Company has closed its accounting year on March 31 2017. Pursuant to therequirements of Section 96 (1) read with second proviso contained therein of the CompaniesAct 2013 the Annual General Meeting of the Company was to be held on or before September30 2017. However in view of the ongoing Scheme of Amalgamation of Nipur ChemicalsLimited (Transferor)with the Company as referred hereinabove the Company has obtained anextension of 3 months from the Registrar of Companies Mumbai Maharashtra for holding AGMon or before December 31 2017. Since the sanction of NCLT is still awaited the Companyhas now decided to hold the Annual General Meeting forthwith in order to comply with theprovisions of the Act.
Your Directors have pleasure in recommending for approval of the Members at its 28thAnnual General Meeting a Dividend of ' 5/- per share i.e.100% for the year ended March312017. If approved at the forthcoming Annual General Meeting it will result in anoutflow of ' 796.28 Lakhs to the Members of the Company in addition to ' 162.12 Lakhs asdividend distribution tax.
This will be 24th consecutive year of payment of dividend by your Company.
The Company has not transferred any amount to General Reserve during the financialyear.
4. SHARE CAPITAL OF THE COMPANY:
During the year your Company has obtained the approval of the Members by Postal Ballotfor sub-division of the Equity Shares of the Company having face value of ' 10/- eachfully paid-up into (two) Equity shares of face value of ' 5/- each fully paid-up.
The Paid up Equity Share Capitalas at 31st March 2017 was ' 79627500/- divided into15925500 Equity shareshaving face value of ' 5/- each fully paid up. During the yearunder review the Company has not issued any shares with differential voting rights norgranted any stock options nor sweat equity.
5. SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any subsidiary or associate companies.
6. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Vikas Bhageria Jt. Managing Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment.
The Board of Directors at the recommendation of the Nomination and RemunerationCommittee have appointed Mrs. Chandraprabha Bhageria as a Whole-time Director w.e.f.October 1 2016 for a period of 3 years subject to the approval of the shareholders at theensuing AGM.
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 SEBI (LODR)Regulation 2015.
7. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act with respect to Directors Responsibility statementit is hereby confirmed:
(a) that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;
(b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance 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 had 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;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
8. KEY MANAGERIAL PERSONNEL:
The Company is having the following persons as the Key Managerial Personnel.
|Sr. No. ||Name of the Personnel ||Designation |
|1. ||Mr. Suresh Bhageria ||Chairperson |
|2. ||Mr. Vinod Bhageria ||Managing Director |
|3. ||Mr. Vikas Bhageria ||Jt. Managing Director |
|*4. ||Mr. Shrinath Tiwari ||Company Secretary |
|5. ||Mr. Rakesh Kachhadiya ||Chief Financial Officer |
*Mr. Shrinath Tiwari Company Secretary has resigned from the Company and beingrelieved from October 31 2017.
9. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual directors on the basis of evaluationcriteria suggested by the Nomination and Remuneration Committee. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance. The performance evaluation of the Board as a wholeChairperson and Non-Independent Directors was also carried out by the IndependentDirectors in their meeting held on February 10 2017.
Similarly the performance of various committees individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The details of the number of Board meetings held during the Financial Year 2016-17 aregiven in the Corporate Governance Report.
11. AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations 2015and Companies Act 2013 the Company is having an Audit Committee comprising ofIndependent Directors. The Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board. The details of the terms of Audit Committee andother details are explained in the Corporate Governance Report.
12. REMUNERATION & NOMINATION POLICY:
The Board of Directors as per recommendations of the Nomination & RemunerationCommittee has framed a policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The policy laysdown the criteria for selection and appointment of Board Members. The details of thepolicy are explained in the Corporate Governance Report.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company (www.bhageriagroup.com).
14. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There is no loan given investments made or guarantees given or security provided bythe Company to any entity covered under the provisions of section 186 of the CompaniesAct 2013.
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company is having in place a"Corporate Social Responsibility" (CSR)Committee. As part of its initiatives under CSR the company has contributed funds for theschemes of rural development promotion of education and medical aid. The contribution inthis regard has been made to the registered trust(s) which are undertaking these schemes.The Company has also undertaken schemes in which the amount has been directly spent by theCompany.
The Annual Report on CSR activities is annexed herewith as: Annexure A'.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.
18. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as AnnexureB' and forms an integral part of this Report.
19. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business and that the provisionsof Section 188 of the Companies Act 2013 are not attracted. Further there are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
All related party transactions are placed before the Audit Committee and also beforethe Board for their approval in accordance with the Policy on Related Party Transactionsformulated by the Board of Directors of the Company and has been posted on the website ofthe Company (www.bhageriagroup.com). Omnibus approval was obtained from the AuditCommittee for transactions which were of repetitive nature with monitoring and review onquarterly basis.
20. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares ofthe Company in dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE354C01027.
Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.
21. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. The Code of Conductis dealing with ethical issues and also foster a culture of accountability and integrity.The Code in accordance with the requirements of SEBI (LODR) Regulations 2015 has beenposted on the Company's website www.bhageriagroup.com
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
22. STATUTORY AUDITORS:
Your Board proposes to appoint M/s. M R B & Associates Chartered AccountantsMumbai (Firm Registration No.136306W with the Institute of Chartered Accountants of India)in place of M/s. Sarda & Pareek Chartered Accountants the retiring Auditors to holdoffice from the conclusion of the ensuing AGM until the conclusion of the 33rd AGM to beheld in 2022 (subject to ratification of the appointment by the members at every AGM heldafter this AGM).
The Board places on record its appreciation for the services rendered by the retiringauditors M/s. Sarda & Pareek Chartered Accountants.
As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from M/s. M R B & Associates Chartered Accountantsthat their appointment if made would be in conformity with the limits specified in thesaid Section.
23. COST AUDIT:
As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your company has been complying with the provisions of audit ofcost records of the Company every year.
The Board of Directors on the recommendation of the Audit Committee have appointedM/s. Sushilkumar Mantri & Associates Cost Accountants as the Cost Auditors to auditthe accounts of the Company for the Financial Year 2017-18 at a remuneration of ' 80000/-plus GST as applicable and reimbursement of out of pocket expenses. As required under theCompanies Act 2013 a resolution seeking member's approval for remuneration payable tothe Cost Auditor forms part of the Notice convening the Annual General Meeting.
24. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed M/s. GMJ & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure C' and forms an integral part to thisReport.
25. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee of the Board & to theChairperson & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. The Company has implemented several best corporate governance practices.
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (LODR) Regulations 2015.
28. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure D' to thisReport.
29. SEXUAL HARASSMENT:
The Company has in place Internal Complaint Committee constituted in compliance withSection 4 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules made thereunder. During the year under review nocomplaints were reported.
30. ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.
31. RISK MANAGEMENT POLICY:
The Company is having a Risk Management Committee which has been entrusted with theresponsibility to assist the Board (a) to ensure that all the current and future materialrisk exposures of the Company are identified assessed quantified appropriatelymitigated minimized and managed i.e. to ensure adequate systems for risk management (b)to establish a framework for the company's risk management process and to ensure itsimplementation (c) to enable compliance with appropriate regulations wherever applicablethrough the adoption of best practices (d) to assure business growth with financialstability.
32. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureE' & F' to this Report.
The Company's Shares are listed on BSE Limited and NSE Limited Mumbai.
Your Directors would like to express their sincere appreciation to the company'sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. Your Directors also wish to place on record theirappreciation for the hard work solidarity cooperation and support of employees at alllevels.
|Registered Office: ||For and on behalf of the Board |
|1002 10th Floor ||BHAGERIA INDUSTRIES LIMITED |
|Topiwala Centre || |
|Off S. V. Road || |
|Goregaon [ West ] || |
|Mumbai - 400 062. ||SURESH BHAGERIA |
|Date : October 28 2017. ||(DIN: 00540285) |
| ||CHAIRPERSON |