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Bodal Chemicals Ltd.

BSE: 524370 Sector: Industrials
BSE LIVE 15:52 | 21 Jul 177.75 -3.55






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OPEN 181.30
VOLUME 109844
52-Week high 193.60
52-Week low 99.60
P/E 15.46
Mkt Cap.(Rs cr) 1,939
Buy Price 177.75
Buy Qty 1018.00
Sell Price 0.00
Sell Qty 0.00
OPEN 181.30
CLOSE 181.30
VOLUME 109844
52-Week high 193.60
52-Week low 99.60
P/E 15.46
Mkt Cap.(Rs cr) 1,939
Buy Price 177.75
Buy Qty 1018.00
Sell Price 0.00
Sell Qty 0.00

Bodal Chemicals Ltd. (BODALCHEM) - Director Report

Company director report

Your Directors are pleased to present their 30th Annual Report on the business andoperations of Bodal Chemicals Limited (“Bodal Chemicals” or the Company)together with the Audited Statement of Accounts of the Company for the year ended 31stMarch 2016.


The Financial Results of the Company for the year ended 31st March 2016 were asfollows:

(Rs. in Lacs)

Particulars Standalone Consolidated
FY2016 FY2015 FY2016 FY2015
Income from Operations 89685.15 103580.48 89697.93 103580.48
Other operating Income 1297.57 950.74 1297.57 950.74
Total Income from Operations 90982.72 104531.22 90995.50 104531.22
Profit Before Interest Depreciation & Taxation (EBITDA) 16194.47 18898.36 16176.08 18875.20
Less: Depreciation 2577.82 2224.79 2579.05 2225.05
Profit Before Interest & Taxation (EBIT) 13616.65 16673.57 13597.03 16650.15
Less: Finance Cost 1219.93 2727.53 1219.93 2727.53
Less/Add : Exceptional Item (789.89) 0.00 (675.47) 0.00
Profit Before Tax (PBT) 13186.61 13946.04 13052.57 13922.62
Less: Tax Expenses 4526.76 4744.39 4453.91 4744.38
Profit After Tax (PAT) 8659.85 9201.65 8598.66 9178.24
Balance brought forward from previous year 9133.64 (68.01) 8700.05 (478.19)
Amount available for appropriation 17793.49 9133.64 17298.71 8700.05
Interim Dividend 654.64 - 654.64 -
Proposed Final Dividend - - - -
Dividend Distribution Tax 133.27 - 133.27 -
Capital Redemption Reserve 2500.00 - 2500.00 -
Balance carried to Balance Sheet 14505.58 9133.64 14010.80 8700.05

Notes: Previous year figures have been recast wherever necessary.


During the year under review Total Income from Operations on a consolidated leveldeclined 12.9% to Rs. 90995.50 lacs compared to fiscal year 2015. This was mainly due tothe effect of lower finished goods prices. Lower crude price for most of the year pushedraw material prices lower thereby impacting realisations.

Consolidated EBITDA for the year was Rs. 16176.08 lacs at 17.8% margin. This iscompared to consolidated EBITDA of Rs. 18875.20 lacs at 18.1% margin. Howeverrealisation during the second half improved resulting in improvement in EBITDA margin from16.5% in Q1 FY2016 to 21.6% in Q4 FY2016. Finance Cost during the year declined by 55.3%from Rs. 2727.53 lacs to Rs. 1219.93 lacs due to continued long term debt reduction.Profit after Tax (PAT) for the year was Rs. 8598.66 lacs at 9.4% margin compared with Rs.9178.24 lacs in FY2015 at 8.8% margin. EPS for the year was Rs. 7.88 compared with Rs.8.41 in FY2015.


Share Capital

The Issued Subscribed & Paid up Equity Share Capital of the Company as at 31stMarch 2016 was Rs. 2182.15 lacs divided into

1091.07 lacs Equity shares having face value of Rs. 2 each. This compares with Rs.4682.15 lacs as at 31st March 2015.

In a meeting of Preference Shareholders held on 3rd August 2015 the PreferenceShareholders of the Company approved redemption of the 250 lacs 9% Non-ConvertibleRedeemable Preference Shares of Rs. 10 each fully at par. Total amount of the PreferenceShare redemption was Rs. 2500 lacs.

General Reserve

During the year under review your Directors do not propose to transfer any amount tothe General Reserve.

Term Loan and Working Capital

As of 31st March 2016 Total Debt was Rs. 14290.40 lacs Cash and Cash Equivalentswere Rs. 46.90 lacs resulting in Net Debt of Rs. 14243.50 lacs (vs. Rs. 20750.40 lacs ason 31st March 2015). Total Debt consisted of Rs. 14222.50 lacs of Working Capital loansand Rs. 67.90 lacs of Long Term loans including Long Term loans maturing within 12 monthsof the balance sheet date. During the year the Company repaid its long term debtresulting in significantly improved leverage position and reduced finance cost.

Exit from the Corporate Debt Restructuring Mechanism

In September 2015 Bodal Chemicals announced its exit from the Corporate DebtRestructuring (CDR) mechanism. The Company is now allowed to declare dividends borrowfunds from banks and plan capital outlay for expansion and future growth. TheCompany’s credit ratings will also be improved. Bodal Chemicals had entered into theCDR mechanism in December 2012 and has repaid all its CDR debt and other term loans out ofthe cash generated by the business.


Based on the recent developments at the Company as well as operational and financialperformance Credit Analysis & Research Ltd (CARE) has upgraded our credit ratings.For the Long Term Bank Facilities CARE has upgraded the rating from “CARE BBB+”to“CARE A-”. CARE A- rating is considered to have adequate degree of safetyregarding timely servicing of financial obligations. Such instruments carry low creditrisk.

CARE has upgraded the rating of “CARE A2” to “CARE A2+” assignedfor the Short Term Facilities which is considered to have a strong degree of safetyregarding timely servicing of financial obligations. Such instruments carry lowest creditrisk.


During the fiscal year 2016 the Company has issued 2 (two) interim dividends of Rs.0.20 per share (or 10% of face value Rs. 2) and Rs. 0.40 per share (or 20% of face valueRs. 2). This shall be treated as final dividend. The total dividend for the financialyear including the two interim dividends amounts to Rs. 0.60 per equity share and willabsorb Rs. 787.91 lacs including Dividend Distribution Tax of Rs. 133.27 lacs.



Section 124 of the Companies Act 2013 mandates that companies transfer dividend thathas been unclaimed for a period of seven years from the unpaid dividend account to theInvestor Education and Protection Fund (IEPF). Unclaimed dividend which has beentransferred to IEPF has been disclosed in the Corporate Governance report forming part ofDirectors report

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason 24th September 2015 (date of last Annual General Meeting) on the Company’swebsite


During financial year 2016 Bodal Chemicals incurred capital expenditure of Rs.1742.46 lacs on physical infrastructure. Over the last year we have made investment inselect capacity expansion to make ourselves future ready. Production for our LABSA projecthas started at our wholly owned subsidiary Bodal Agrotech Limited. This will yieldmeaningful results in the next fiscal year.


Bodal Chemicals currently has one subsidiary. Pursuant to Section 129(3) of theCompanies Act 2013 and Accounting Standard-21 issued by the Institute of CharteredAccountants of India Consolidated Financial Statements presented by the Company includethe Financial Statements of its Subsidiaries and form part of this Annual Report.Statement containing the salient feature of the financial statement of the Company’ssubsidiaries associate(s) and joint venture(s) is enclosed as Annexure 1 in form AOC-1 tothis Annual Report. In terms of provisions of Section 136 of the Companies Act 2013 theCompany shall place separate audited accounts of the Subsidiary Companies on its website

Bodal Agrotech Limited (BAL) is a wholly owned subsidiary of the Company. BALstarted a new plant for the production of Linear Alkyl Benzene Sulphonic Acid (LABSA). Theproduction at this plant started in March 2016. It is an anionic surfactant widely used inall ranges of domestic detergents powder cake & dish wash cleaners. Total annualcapacity for this plant is 18000 MTPA. During the fiscal year 2016 BAL generated aturnover of Rs. 87.49 lacs. At an optimum capacity utilisation level BAL is expected togenerate total annual turnover of Rs. 100 Crore.

Trion Chemicals Private Limited (TCPL) In line with the Company’sdiversification strategy Bodal Chemicals has made an investment of Rs. 15 Crore in TCPLwhich is in the process of becoming a 42% owned associate of the Company. TCPL is engagedin the production of a compound which is a disinfectant algaecide and bactericide mainlyfor swimming pools. It is also used as a bleaching agent in the textile industry. TCPL isexpected to start production in H2 FY2017. At optimum capacity utilisation levels it isexpected to generate an annual turnover of Rs. 225-250 Crore.


Details of the Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the account that formpart of this Annual Report.

Public Deposits

The Company has not accepted any deposit during the year under review. There were nodeposits remaining unpaid / unclaimed as at the end of the financial year 2016 and as suchno amount of principal or interest was outstanding as on the date of balance sheet.


Bodal Chemicals has 109107370 equity shares of Rs. 2 each fully paid are listed onthe National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company confirmsthat it has paid the

Annual Listing Fees for the fiscal year 2017 to both the exchanges where theCompany’s equity shares are listed.


Directors' Appointment Retirement and Resignation

As on date Bodal Chemicals had 7 (Seven) Directors including 3 (Three) executiveDirectors and 4 (four) independent Directors. Mr. Ankit S. Patel Executive Director wasappointed at Extra Ordinary General Meeting held on 11th February 2013 for a period ofthree years w.e.f. 24th May 2013 therefore their tenure was upto 23rd May 2016. TheBoard of Directors of the Company has re-appointed him subject to approval of the membersof the Company as the Executive Director w.e.f. 24th May 2016 for a further period ofthree years.

Mr. Ankit S. Patel retires by rotation at the ensuing Annual General Meeting. He beingeligible offers himself for re-appointment. None of the Directors of the Company aredisqualified from being appointed as Directors as specified under Section 164 of theCompanies Act 2013. Details of all the Directors have been covered in CorporateGovernance Report which forms part of the Annual Report.

For the perusal of shareholders a brief resume of the above all the Directors natureof their expertise their shareholding in the Company and other required details are givenin the section of Corporate Governance Report forming part of the Directors' Report in theAnnual Report.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors that they meet thecriteria of independence as laid down in Section 149(6) of the Companies Act 2013 andregulation 27(2) of the Securities and Exchange Board of India (Listing Obligation &Disclosure Requirements) 2015 (hereinafter referred as the “ListingRegulations”). The Company keeps a policy of transparency and arm’s length whiledealing with its Independent Directors. There were no pecuniary transactions entered intowith the Independent Directors apart from sitting fees.

Diversity of the Board

Bodal Chemicals believes that building a diverse and inclusive culture is an integralpart of the organisation’s success. A diverse Board among others enhances thequality of decisions by utilising different skills qualifications professionalexperience and knowledge of the Board members necessary for achieving sustainable andbalanced development. The Company has an optimum mix of executive and non-executiveindependent directors and woman director. The Nomination and Remuneration Committee of theCompany follows defined policy for identifying screening recruiting and recommendingcandidates for election as a Director on the Board. The Policy is available on the Companywebsite

Board Meetings

During the year under review 6 (Six) meetings of the Board of Directors were held.Details of the composition of the Board and its Committees and of the Meetings heldattendance of the Directors at such Meetings and other relevant details are provided inthe Corporate Governance Report.

Meeting of Independent Directors

The Independent Directors of the Company met separately on 10th March 2016 without thepresence of Non-Independent Directors and the members of management. In accordance withthe Listing Agreement following matters were inter-alia discussed in the meeting:

Review the performance of Non-Independent Directors and the Board as a whole

Review the performance of the Chairperson of the Company taking into account the viewsof Executive Directors and Non-Executive Directors

Assess the quality quantity and timelines of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties

Board's Annual Evaluation

In terms of the requirements of the Companies Act 2013 and the Listing Regulationsthe Board carried out the annual performance evaluation of the Board as a whole BoardCommittees and the Directors. The evaluation framework adopted by the Board is set out inthe Corporate Governance Report.

Key Managerial Personnel (KMP)

During the financial year 2016 the Company has designated following personnel as KMPsas per the definition under Section 2(51) and Section 203 of the Act:

Mr. Suresh J Patel Chairman & Managing Director

Mr. Bhavin S Patel Executive Director

Mr. Ankit S Patel Executive Director

Mr. Mayur B. Padhya Chief Financial Officer

Mr. Ashutosh B. Bhatt Company Secretary

Remuneration of Directors and KMP

Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 disclosures pertaining to remuneration a statement showing thenames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules is attached as Annexure 2 which forms part of this report.

Remuneration Policy

Bodal Chemical’s remuneration policy is directed towards rewarding performancebased on a periodic review of the achievements. The Company’s remuneration policyalso aims at attracting and retaining high calibre talent. The remuneration policytherefore is market-led and takes into account the competitive circumstance so as toattract and retain quality talent and leverage performance significantly. The Policy onremuneration of Directors Key Managerial Personnel and other employees of the Company isexplained in the Corporate Governance Report.


Statutory Auditors

Your Directors recommended re-appointment of M/s. Mayank Shah & AssociatesChartered Accountants as statutory auditors of the Company for the financial year 2017.The Company has received a certificate from the auditors stating that their appointmentif made will be within the limit specified under sections 139 and 141 of the CompaniesAct 2013.

The report of the Statutory Auditors along with notes to Schedules is enclosed to thisreport. Auditor’s comments on your Company’s accounts for the year ended 31stMarch 2016 are self-explanatory in nature and do not require any explanation as perprovisions of section 134 of the Companies Act 2013. The Auditor’s Report does notcontain any qualification reservation or adverse remark.

Internal Auditors

M/s. Rashmin R. Patel & Co. Chartered Accountants is appointed as the InternalAuditors of the Company. The Internal Audit function is responsible for assisting theAudit Committee on an independent basis with a full status of the risk assessments andmanagement. The Internal Auditor reports their findings on the internal audit of theCompany to the Audit Committee on a quarterly basis. The scope of internal audit isapproved by the Audit Committee.

Cost Auditors

Pursuant to the section 148 of the Companies Act 2013 the Central Government hasprescribed cost audit related to the Company’s product Dye Intermediates and dyes.Based on that and recommendation made by the Audit Committee the Board of Directors haveappointed M/s. Kiran J. Mehta & Co. Cost Accountants Ahmedabad as the Cost Auditorfor the financial year 2017. The Company has received a written certificate stating thattheir re-appointment if made would be within the prescribed limits under section 141 ofthe Companies Act 2013. The Cost Audit report for the financial year 2016 has been filedwithin the prescribed time limits. The Cost Auditor’s Report does not contain anyqualification reservation or adverse remark.

Secretarial Auditors

Pursuant to the section 204 of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 Bodal Chemicals has appointed Mr.Tapan Shah practicing company secretary as a Secretarial Auditor to conduct theSecretarial Audit of the Company for the financial year 2017.

The Secretarial Auditors have submitted their report confirming compliance by theCompany of all the provisions of the applicable corporate laws. The Report does notcontain any qualification reservation or adverse remark. The Secretarial Audit Report isannexed to this annual report.


Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is presented in a separate section formingpart of the Annual Report.


Bodal Chemicals is committed to ensuring the highest levels of ethical standardsprofessional integrity corporate governance and regulatory compliance. The Companyunderstands and respects its fiduciary duty to all stakeholders and strives to meet theirexpectations. The core principles of independence accountability responsibilitytransparency fair and timely disclosures serve as the basis of your Company’sapproach to corporate governance.

A separate section on Corporate Governance forming part of the Directors’ Reportand the certificate from the Practicing Chartered Accountants confirming compliance of theCorporate Governance norms as stipulated in the Listing Regulations is included in theAnnual Report.


At Bodal Chemicals human resource remains at the core of our strategy for sustainablegrowth. We realise that our ability to continue and sustain our growth and extraordinarysuccess strongly depends on our ability to grow nurture and retain this talent. TheCompany has over 1200 employees spread across all its 9 manufacturing units. Your Companyis focused on building a high performance culture with a growth mindset. Developing andstrengthening capabilities for all employees in your Company has remained an ongoingpriority.

Industrial relations at all divisions of your Company has always been cordial andcontinue to be so your Directors wish to place on record their appreciation for theco-operation received from employees at all levels.


There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and date of this report.


In terms of provisions of sections 92 134(3)(a) of the Companies Act 2013 read withRule 12 of Companies (Management and

Administration) Rules 2014 the extracts of Annual Return of the Company in form MGT-9is annexed herewith as Annexure 3 to this Annual Report.


Bodal Chemicals has taken various initiatives to ensure a safe and healthy workplacefor its women employees. The Company has zero tolerance for sexual harassment at workplaceand is fully compliant with the prevailing laws on the prevention of sexual harassment ofwomen at workplace. As per the provisions of sections 21 and 22 of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 the report on thedetails of the number of cases filed under sexual harassment and their disposal is asunder: Number of cases pending as on the beginning of the financial year: NIL

Number of complaints filed during the year: NIL

Number of cases pending as on the end of the financial year: NIL


The provisions of section 177 (9) and (10) of the Companies Act 2013 mandates everylisted company to establish vigil mechanism for directors and employees. Bodal Chemicalshas adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriateavenues to all the employees of the Company to raise their concerns relating to fraudmalpractice or any other activity or event which is against the interest of the Company orsociety as a whole. Details of complaints received and the action taken are reviewed bythe Audit Committee.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee fromtime to time. None of the Company’s personnel have been denied access to the AuditCommittee. The Whistle Blower policy is available on the Company’s website


The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under Section 134(3) of the Companies Act 2013 read with the Rule8 of Companies (Accounts of Companies) Rules 2014 is annexed as Annexure 4 to thisreport.


An organisation is subjected to a number of risks such as credit risk industry riskliquidity risk and operational risk. Management of risk has always been embedded in ourcorporate strategies and straddles across planning execution and reporting processes andsystems. Therefore the Company has developed a Risk Management framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company’scompetitive advantage. The business risk framework defines the risk management approachacross the enterprise at various levels including documentation and reporting. The RiskManagement Policy is available on the

Company website

The Company deploys robust system of internal controls commensurate to the size of theCompany and the complexities of its operations. These systems facilitate fair presentationof our financial results in a manner that is complete and reliable ensure adherence toregulatory and statutory compliances and safeguards investor interest by ensuring thehighest level of governance and consistent communication with investors.

The Internal Auditors of the Company conduct financial compliance and processimprovement audits each year. The Audit Committee oversees the scope and evaluates theoverall results of these audits and members of that Committee regularly attend meetingsof Board of Directors. The Audit Committee also reviews the adequacy and effectiveness ofthe internal control system and invites functional Directors and senior managementpersonnel to provide updates on operating effectiveness and controls from time to time. ACEO and CFO Certificate forming part of the Corporate Governance Report confirms theexistence and effectiveness of internal controls and reiterates their responsibilities toreport deficiencies if any to the Audit Committee and rectify the same.


At Bodal Chemicals we are committed to conducting our business responsibly andsustainably. Our CSR agenda includes supporting the socio-economic environment in which weoperate. Our focus areas comprise education employment generation sanitation healthcareand environment protection.

In compliance with the section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility policy) Rules 2014 the Company has constituted aCorporate Social Responsibility (CSR) Committee and statutory disclosures with respect tothe CSR Committee and an annual report on CSR Activities is set out as Annexure 5 andforms part of this report.


All the related party transactions that were entered into during the financial yearwere on as arm’s length basis and were in the ordinary course of business. There areno materially significant related party transactions entered into by the Company with thepromoters Directors key managerial personnel or other designated persons which may havepotential conflict of the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Boardfor approval. The Company has developed a Related Party Transaction policy for the purposeof identification and monitoring of such transaction. The policy can be accessed on theCompany website Particulars of contracts or arrangements with relatedparties referred to in section 188(1) of the Companies Act 2013 is disclosed in formAOC-2 as Annexure 6.


Pursuant to Section 134 of the Companies Act 2013 the Directors to the best of theirknowledge and belief confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof 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 for the financial year ended 31stMarch 2016 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.


SEBI vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016 has debarredSharepro Services (India) Private Limited (“Sharepro”) from accessing thecapital market. The order also directs all the clients of Sharepro to carry out /switchover their activities related to registrar and share transfer agents eitherin-house or through another RTA registered with SEBI.

The Board of Directors of the Company has appointed Link Intime India Private Limitedas its new RTA in place of Sharepro. Shareholders are requested to send the documents /correspondence relating to the Company’s securities and share transfer activity tothe new RTA at the following address:

Link Intime India Private Limited C-13 Pannalal Silk Mills Compound L.B.S. MargBhandup (West) Mumbai 400078 Maharashtra

Ahmedabad Branch:
Link Intime India Private Limited
Unit No 303 3rd Floor Shoppers Plaza V
Opp. Municipal Market
Behind Shoppers Plaza II Off C G Road
Ahmedabad - 380009.
Tel No: 079 - 2646 5179


The Board of Directors would like to place on record their sincere appreciation to theCentral & the State Governments regulatory authorities such as SEBI stock exchangesand registrars for their guidance and co-operation. The Board would also like to thankthe investors and bankers for their continued support during the year. We also take thisopportunity to thank all our customers and vendors for their partnership with us.

Last but not the least the Directors extend their appreciation to the employees fortheir continuing support and unstinting efforts in ensuring an excellent all-roundoperational performance.

For and on behalf of the Board of Directors
Suresh J. Patel
Chief Executive Officer
Date : 3rd August 2016 Chairman & Managing Director
Place: Ahmedabad (DIN: 00007400)