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Bhageria Industries Ltd.

BSE: 530803 Sector: Industrials
NSE: BHAGERIA ISIN Code: INE354C01027
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OPEN 364.00
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VOLUME 3210
52-Week high 452.80
52-Week low 47.55
P/E 17.24
Mkt Cap.(Rs cr) 573.12
Buy Price 359.45
Buy Qty 10.00
Sell Price 360.00
Sell Qty 884.00
OPEN 364.00
CLOSE 363.40
VOLUME 3210
52-Week high 452.80
52-Week low 47.55
P/E 17.24
Mkt Cap.(Rs cr) 573.12
Buy Price 359.45
Buy Qty 10.00
Sell Price 360.00
Sell Qty 884.00

Bhageria Industries Ltd. (BHAGERIA) - Director Report

Company director report

Your Directors have great pleasure in presenting the 27th Annual Reporttogether with the Audited Accounts of the Company for the year ended March 31st2016.

1. FINANCIAL HIGHLIGHTS : (Rs. In Lakhs)
Particulars Year ended 31.03.2016 Year ended 31.03.2015
Sales & Other Income 24042 41502
Profit before tax and appropriations 2375 5476
Profit aftertax 1533 3661
Add : Balance brought forward from previous year 4281 1100
Profit available for disposal 5814 4761
Proposed Dividend 398 398
Corporate Tax on Proposed Dividend 74 82
Transfer to General Reserve - -
Profit carried forward 5342 4281

2. OPERATIONAL REVIEW:

The operations of the Company have faced huge volatility during the year under reviewowing to fluctuationsin the global market of the products in which the Company operates.The prices and realizations remained quite lower during most part of the year as comparedto the previous year. Therefore the turnover of the Company has witnessed a drop duringthe year under review and the profitability commensurately has declined. Your Company hasbeen trying to adjust to the changing global situations and devising strategies to improveits performance during the current year.

3. DIVIDEND:

Your Directors have pleasure in recommending for approval of the Members at its 27thAnnual General Meeting a Dividend of Rs. 5/- per share i.e. 50% for the year ended March31 2016. If approved at the forthcoming Annual General

Meeting it will result in an outflow of Rs. 398 Lakhs to the Members of theCompany coupled with Rs. 74 Lakhs as Dividend Distribution Tax. This will be 23rdconsecutive year of payment of dividend by your Company.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2016 was Rs. 79627500/- dividedinto 7962750 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnor granted any stock options nor sweat equity.

5. SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary or associate companies.

6. NEW LINE OF BUSINESS SOLAR POWER PROJECT:

Solar Power Project of the Company during the year contributed revenue of Rs. 132 Lakhsand incurred a loss of Rs. 18 Lakhs during the year after providing depreciation of Rs.125 Lakhs. Recently the Company has been awarded an Order for 30MW Solar Power Projectunder JNNSM Ph-II Batch III and Tranche-I for the State of Maharashtra by Solar EnergyCorporation of India (SECI) (A Government of India Enterprise). The Company will installthis plant at Ahmednagar District Maharashtra with a PPA tenure with SECI for 25 years.The project will be installed at a capital outlay of Rs. 189 Crores and will get completedon Turnkey basis. The Company will also operate and maintain the plant for 25 years. Thecompletion of the Project is expected by the end of the Financial Year 2016-17.

7. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company

Mrs. Chandraprabha Bhageria Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers herself for re-appointment.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section149(6) of the Companies Act 2013 and SEBI (LODR)Regulation 2015.

8. 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 accountingstandards had been followed along with proper explanation relating to material departuresif 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 theompany for that period; c

(c) the Directors had taken proper and sufficientcare 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.

9. KEY MANAGERIAL PERSONNEL :

The Company is having the following persons as the Key Managerial Personnel :

Sr. No. Name of the person 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

There has been no change in the Key Managerial Personnel of the Company during the yearunder review.

10. 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 andits Committees culture execution and performance of specific remuneration obligationsand governance. The performance evaluation of the Board as a whole and Chairperson and theNon-Independent Directors was also carried out by the Independent Directors at theirmeeting held on 29th January 2016. Similarly the performance of various committeesindividual independent and Non independent Directors was evaluated by the entire Board ofDirectors (excluding the Director being evaluated) on various parameters like engagementanalysis decision making communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual Directors.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of Board meetings held during the Financial Year 2015-16 aregiven in the Corporate Governance Report.

12. 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 details areexplained in the Corporate Governance Report.

13. REMUNERATION & NOMINATION POLICY :

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy lays down the criteria for selection and appointment of Board Members. Thedetails of the policy are explained in the Corporate Governance Report.

14. 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).

15. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

16. 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.

17. 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’.

18. 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.

19. 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 Annexure‘B’and forms an integral part of this Report.

20. 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 theprovisions of Section 188 of the Companies Act 2013 are not attracted. Further there areno materiallysignificantrelated 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.

21. 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 of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE354C01019.

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.

22. 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. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode with revision made in accordance with the requirements of SEBI (LODR) Regulations2015 has been posted on the Company’s website www.bhageriagroup.com All the BoardMembers and Senior Management Personnel have confirmed compliance with the Code.

23. STATUTORY AUDITOR:

M/s. Sarda & Pareek Chartered Accountants (Firm Registration No.109262W) whowere appointed as the Statutory Auditors of the Company at the 25th AGM held on26th July 2014 to hold office until the conclusion of theth AGMare recommended for ratification of appointment for the Financial Year 2016-17. Asrequired under the provisions of Section 139 of the Companies Act 2013 the Company hasobtained written confirmation from M/s. Sarda & Pareek that their appointment ifmade would be in conformity with the limits specified in the said Section.

24. COST AUDIT :

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 and rules made thereunder your Company has been complying with theprovisions of audit of cost 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 cost records of the Company for the Financial Year 2016-17 at a remuneration of Rs.55000/- plus service tax as applicable and reimbursement of out of pocket expenses. Asrequired under the Companies Act 2013 a resolution seeking members’ approval forremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting.

25. 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 Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure ‘C’ and forms an integral part to this Report.

26. 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.

27. 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 functions 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 strengthenthecontrols.Significantauditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

28. 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 AnnexurestogetherwiththeCertificatefrom the Auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in SEBI (LODR) Regulations 2015.

29. 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’ tothis Report.

30. SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.

31. 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.

32. 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 appropriately mitigated minimized andmanaged i.e. to ensure adequate systems for risk management (b) to establish a frameworkfor the company’s risk management process and to ensure its implementation (c) toenable compliance with appropriate regulations wherever applicable through the adoptionof best practices (d) to assure business growth with financial stability.

33. 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.

34. LISTING:

The Company’s Shares are listed on BSE Limited Mumbai and NSE Limited. The sharesof the Company have been listed on NSE Limited w.e.f. 2nd March 2016.

35. APPRECIATION :

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 ] Suresh Bhageria
Mumbai - 400 062. (DIN: 00540285)
6th May 2016. Chairperson

ANNEXURE ‘A’ TO BOARD’S REPORT 2015-2016

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy including overview of projects orprogrammes propose to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes.

CSR policy is stated herein below:

CSR Policy

(Approved by the Board of Directors on 10th May 2014)

Our aim is to be one of the most respected companies in India delivering superior andeverlasting value to all our customers associates shareholders employees and Society atlarge.

The CSR initiatives focus on holistic development of host communities and createsocial environmental and economic value to the society.

To pursue these objectives we will continue to:

1) Improving the quality of life in rural area.

2) Eradicating hunger poverty and malnutrition.

3) Promoting healthcare including preventive healthcare.

4) Employment enhancing vocational skills.

5) Promotion of education including investment in technology in schools.

6) Ensuring environment sustainability including measures for reducing inequalitiesfaced by socially and economically backward groups.

7) Promoting sports including rural and Olympic sports.

8) Contribution to funds for promoting technology.

9) Investing in various rural development projects.

10) Contribution to the Prime Minister’s National Relief Fund or any other fundsetup by the Central Government for development and relief.

11) Collaborate with likeminded bodies like Voluntary organizations charitable trustsgovernments and academic institutes in pursuit of our goals.

12) Interact regularly with stakeholders review and publicly report our CSRinitiatives and

13) Other areas approved by the CSR Committee that are covered in the CSR Rules asamended from time to time.

Web Link:www.bhageriagroup.com

2. Composition of CSR committee:

Name of The Member Designation
Mr. O. P. Bubna Chairperson
Dr. Shyam Agarwal Member
Mr.P. S. Dalvi Member

3. Average net profit of the company for last three financial years: Rs. 2638 Lakhs

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above): 52.76Lakhs

5. Details of CSR spend for the financial year: a) Total amount spent for the financialyear:Rs. 81.41 Lakhs b) Amount unspent if any: NIL

c) Manner in which the amount spent during the financial year is detailed below:

(Rs. In Lakhs)
Sr. No. Projects/ Activities Sector Location Amount Outlay (Budget) Project or Programs wise (Rs. In Lakhs) Amount Spent on the project or programs (Rs. In Lakhs) Cumulative Expenditure upto reporting period (Rs. In Lakhs) Amount spent: Direct or through implementing agency
1. Health Care Centre/ Program for Rural Poor Health Care Aurangabad Maharashtra 32.00 32.00 32.00 Through Dr. Babasaheb Ambedkar Vaidyakiya Pratishtan’s Aurangabad
2. Health and Education Health and Literacy Bangalore Karnataka 44.00 44.00 44.00 Through Vivekananda Yoga Anusandhana Samsthana Bangalore
3. Construc- tion of Toilet Blocks Rural Development Village Chhiri (Vapi) Gujarat 3.81 3.81 3.81 Direct
4. Solar Water Heater System at School Rural Development Village Harangul (Latur) Maharashtra 1.60 1.60 1.60 Direct
81.41 81.41 81.41

ANNEXURE ‘C’ TO BOARD’S REPORT 2015-2016

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

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 To The MembersM/s.BHAGERIA INDUSTRIES LIMITED(formerly known as Bhageria Dye-Chem Limited) Office No.1002 10th Floor Topiwala Centre Off S.V. RoadGoregaon (West) Mumbai –400 062.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. BHAGERIA INDUSTRIESLIMITED (formerly known as Bhageria Dye-Chem Limited) (hereinafter called theCompany). Secretarial Audit was conducted in a manner that provided us a reasonable basisfor evaluating the corporate conducts/statutory compliances and expressing our opinionthereon.

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 March 31 2016 complied withthe statutory provisions of the applicable Acts listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent in the mannerand subject 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 March 31 2016according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder and the applicableprovisions of the Companies Act 1956.

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

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

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent applicable.

v. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 (‘SEBI Act’) viz.:

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 (upto 14th May 2015) and Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 (effective 15th May2015) ;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;[Not applicable during the period of audit]

d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014; [Not applicable during the period of audit]

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

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;[Notapplicable during the period of audit]

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009: [Not applicable during the period of audit]

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998[Not applicable during the period of audit]

We further report that the Company has a compliance system in place and we haveexamined the relevant documents and records with respect to other Acts applicable to theCompany which are as under:

i. The Factories Act 1948 and Maharashtra Factories Rules 1963.

ii. The Employees’ Provident Funds and Miscellaneous Provisions Act 1952.

iii. The Employee State Insurance Act 1948.

iv. The Payment of Bonus Act 1965.

v. The Payment of Gratuity Act 1972.

vi. Central Sales Tax Act 1956 and Central Sales Tax (Registration and Turnover) Rule1957.

vii. The Income Tax Act 1961.

viii. The Maharashtra Value Added Tax Act 2002.

ix. Gujarat Value Added Tax Act 2003.

x. Tamil Nadu Value Added Tax Act 2006.

xi. Chapter V of the Finance Act 1994.

xii. The Air (Prevention & Control of Pollution)Act 1981.

xiii. Environment Protection Act 1986.

xiv. Hazardous Waste (Management Handling and Transboundary Movement) Rules 2008.

xv. Water (Prevention and Control of Pollution) Cess Act 1977 and Water (Preventionand Control of Pollution) Cess Rules 1978.

xvi. The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

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

i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India and madeeffective 1st July 2015.

ii. The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 made effective 1st December 2015.

During the period under review the Company has complied with the provisions of theAct Rules RegulationsGuidelines Standards etc. mentioned above.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. There were nochanges in the composition of the Board of Directors during the Financial Year underreview.

Adequate noticeis given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent generally seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting.

Majority decision is carried through while the dissenting members’ views if anyare captured and recorded as part of the minutes.

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

For GMJ & ASSOCIATES

Company Secretaries

[SONIA CHETTIAR]

PARTNER

ACS : 27582 COP : 10130

PLACE: MUMBAI

DATE: 6th MAY 2016.

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXUREA’ and forms an integral part of this report.

ANNEXURE - A

To

The Members

M/s.BHAGERIA INDUSTRIES LIMITED

(formerly known as Bhageria Dye-Chem Limited) Office No. 1002 10th FloorTopiwala Centre Off S.V. RoadGoregaon (West) Mumbai – 400 062.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rules andregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viabilityoftheCompanynoroftheefficacyor effectiveness with which the management has conducted theaffairs of the Company.

For GMJ & ASSOCIATES

Company Secretaries

[SONIA CHETTIAR]

PARTNER

ACS : 27582 COP : 10130

PLACE: MUMBAI

DATE: 6th MAY 2016.

ANNEXURE ‘D’ TO BOARD’S REPORT 2015-2016

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

Information as per section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 for the year ended March 31 2016 is given here belowand forms a part of the Directors’ Report.

A. CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy;

The company has made concrete efforts for enhancement in the capacity utilization costcompetitiveness and quality through systematic process monitoring and adherence totechnological norms. Sophisticated instruments were used for regulation and adjustment ofparameters. Efforts were also made for up gradation of the quality of plant operation.Utility are being combined besides waste recovery and for effective energy conservation.

(ii) The steps taken by the company for utilising alternate sources of energy;

The company has saved considerably in the cost of power. The company is constantlyexploring avenues for cost saving as an on-going process. To utilise the alternate sourcesof Energy Company has setup a Solar Power Plant at Capital Cost of Rs. 1900 Lakhs.

(iii) The capital investment on energy conservation equipment’s;

Studies to reduce energy consumption of existing unit are on and suitable investmentwill continue to be made in these areas.

B. TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption during the year under review are:NOT APPLICABLE

(ii) the benefitsderived like product improvement cost reduction product developmentor import substitution:- NOT APPLICABLE

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- NOT APPLICABLE

(iv) During the company has incurred R&D Expenditure of Rs. NIL Lakhs.

a Activities relating to export initiative taken to increase export markets for products survey to boost export during the year. The Company has conducted Market increase export markets
b. Foreign Exchange outgo Rs. 2710.27 Lakhs ( Pr Yr. 2624.83 Lakhs)
c. Foreign Exchange earned Rs. 6048.16 Lakhs ( Pr Yr. 8135.57 Lakhs)

 

Registered Office: For and on behalf of the Board
1002 10th Floor Bhageria Industries Limited
Topiwala Centre
Off S. V. Road
Goregaon [ West ] Suresh Bhageria
Mumbai - 400 062. (DIN: 00540285)
6th May 2016. Chairperson

ANNEXURE ‘E’ TO BOARD’S REPORT 2015-16

Disclosure in the Board’s Report under Rule 5 of Companies (Appointment &Remuneration) Rules 2014

1. The Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2015-16.

Director’s Name Ratio to median remuneration
Mr. Suresh Bhageria 33.350:1
Mr. Vinod Bhgaeria 3.565:1
Mr. Vikas Bhgaeria 33.181:1
Mr. O. P. Bubna 0.113:1
Mr. P. S. Dalvi 0.075:1
Dr. Shyam Agrawal 0.038:1
Mr. S S Gupta 0.094:1
Mr. Sandeep Singh 0.075:1
Mrs. Chandraprabha Bhageria 0.113:1
Mr. S. P. Tulsian 0.094:1

2. The Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year 2015-16compared to 2014-15 means part of the year.

Director’s/CFO/CEO/CS/Mgr Name % age increase/decrease in remuneration
Mr. Suresh Bhageria (Chairperson (Executive)) (64%)
Mr. Vinod Bhgaeria (M.D. (Executive)) -
Mr. Vikas Bhageria (Joint M.D. (Executive) (Appointed w.e.f. 01-04-15)) Not Applicable
Mr. O.P. Bubna (Independent & Non-Executive) 20%
Mr. P.S.Dalvi (Independent & Non-Executive) -
Dr. Shyam Agrawal (Independent & Non-Executive) (50%)
Mr. S S Gupta (Independent & Non-Executive) -
Mr. Sandeep Singh (Independent & Non-Executive) (20%)
Mrs. Chandraprabha Bhageria (Promoter & Women Non-Executive) 50%
Mr. S.P. Tulsian (Independent & Non-Executive)* 67%
Mr. S.N. Tiwari (Company Secretary) -
Mr. Rakesh L Kachhadiya (Chief Financial Officer) 13%

3. Percentage increase in the median remuneration of employees in the financial:-(1.55%)

4. Number of permanent employees on the rolls of the company :- 26 Employees as on31-03-2016

5. Explanation on the relationship between average increase/decrease in remunerationand the company performance :- The Profit before Tax for the financial year ended March31 2016 decreased by 56% and there was a decrease in median remuneration by 1.55%.

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company :- The total remuneration of Key Managerial Personnel decreasedby 25% from 2.89 crore in 2014-15 to 2.16 crore in 2015-16 whereas the Profit before Taxdecreased by 56% to 23.75 crore in 2015-16 (54.76 crore in 2014-15).

7. Variations Disclousures

Details 31.03.2016 31.03.2015
Market Capitalization (Rs. In Crores) 111.80 103.99
Price Earning Ratio 5.81 2.84
Percentage Increase/decrease of market quotations 8% 344%
Net worth of the Company (Rs. in Crores) 77.51 67.00

8. Average percentile increase in salaries of Employees other than managerial personnel: - 13.91%

Note - For Computing average increase in remuneration employees working for fullfinancial year considered to make the figures comparable.

9. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company :-

(Rs. in lakhs)
Name of the Key Managerial Personnel Remuneration for the years ended Reason against performance of the Company
31.03.2016 31.03.2015 % age Change
Mr. Suresh Bhageria (Chairperson (Executive)) 98.50 270.00 (64%) Profit before tax decreased by 56%
and Profit after tax decreased by 58% in Financial Year 2015-16
Mr.Vinod Bhgaeria (M.D. (Executive)) 10.53 10.53 -
Mr.Vikas Bhgaeria (Joint M.D. (Executive)) 98.00 - N.A.
Mr. S.N. Tiwari (Company Secretary) 3.00 3.00 -
Mr. Rakesh L Kachhadiya (Chief Financial Officer) 6.33 5.61 13%

10. Key parameter for any variable component of remuneration availed by the Directors:- Considered by the Board of Directors based on the recommendations of the Nomination andRemuneration Committee as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

11. Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess the highest paid director during theyear : - Not Applicable Note

1) * In respect of Mr. S.P. Tulsian figures are not comparable as remuneration pertainsto part of the year during financial year 2014-15 (Appointed as Additional Director w.e.f.09-08-2014).

2) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

ANNEXURE ‘F’ TO BOARD’S REPORT 2015-2016

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH THE RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 FOR THE YEAR ENDED 31-03-2016

a) Employed throughout the financial year and was in receipt of remuneration for theyear in aggregate of not less than Rs. 6000000/-

Name Age Designation Qualification Experience Remuneration (Rs. In Lakhs) Date of Commencement of employment Last employment/ Designation % of Shareholding Relatives
Suresh Bhageria 60 Chairperson B.Com More than 25 Years 98.50 21/12/1994 Gujarat Seal Industries Pvt. Ltd (Director) 6.87% Mr.Vinod Bhageria Mr.Vikas Bhageria and Mrs. Chandraprabha Bhageria
Vikas Bhageria 37 Joint M.D. B.ComM.C.A. More than 10 Years 98.00 01/04/2015 Achyuta Min- ers Pvt Ltd (Director) 4.86% Mr. Suresh Bha- geria and Mrs. Chandraprabha Bhageria

b) Employed for a partofthefinancialyear and was in receipt of remuneration at a ratein aggregate not less than Rs. 500000/- per month : - NIL c) The percentage of equityshares held by the employee in the Company within the meaning of Clause (iii) of sub rule(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014-N.A.

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