You are here » Home » Companies » Company Overview » Bombay Dyeing & Manufacturing Company Ltd

Bombay Dyeing & Manufacturing Company Ltd.

BSE: 500020 Sector: Industrials
BSE 00:00 | 25 May 261.50 2.75






NSE 00:00 | 25 May 262.10 3.50






OPEN 260.50
VOLUME 349666
52-Week high 321.60
52-Week low 66.10
P/E 28.77
Mkt Cap.(Rs cr) 5,401
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 260.50
CLOSE 258.75
VOLUME 349666
52-Week high 321.60
52-Week low 66.10
P/E 28.77
Mkt Cap.(Rs cr) 5,401
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bombay Dyeing & Manufacturing Company Ltd. (BOMDYEING) - Director Report

Company director report

To the members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company along with the audited financial statements for the year ended 31stMarch 2017.


(Rs. in crore)


Financial Yearended



31/03/2017 31/03/2016 31/03/2017 31/03/2016
GROSS TURNOVER AND OTHER INCOME 1884.54 1983.72 1887.20 1995.29
Profit before Finance Costs and Depreciation and amortisation expenses 168.95 231.31 185.15 233.83
Finance Costs 368.44 282.64 370.66 289.92
(Loss)/Profit before Depreciation and amortisation expenses (199.49) (51.33) (185.51) (56.09)
Depreciation and amortisation expenses 31.66 33.91 31.85 34.36
(Loss)/Profit before extraordinary items and tax (231.15) (85.24) (217.36) (90.45)
Extraordinary items 302.43 - 302.43 -
PR0FIT/(L0SS) BEFORE TAX 71.28 (85.24) 85.07 (90.45)
Less: Tax (net) 29.57 - 29.57 -
Add: Minority interest and share of profit/loss in associates - - 1.91 0.53
PROFIT / (LOSS) AFTER TAX 41.71 (85.24) 57.41 (91.09)
Add: Balance in Statement of Profit and Loss ofPrevious Year 5.83 103.50 (72.16) 31.18
Add: Gain on amalgamation of subsidiary 12.71 - 10.47 -
Add: Gain on reversal of minority interest - - 0.54 -
Add/(Deduct): Depreciation on assets where remaining life is Nil recognised in retained earnings - - - -
Add/(Deduct): Share injointly controlled entity and accumulated surplus in associates on consolidation - - (2.44) 0.18
Appropriations to: Proposed Dividend 14.46 10.33 14.46 10.33
Dividend Distribution Tax 2.94 2.10 2.94 2.10
Transferred to General Reserve - - - -
Balance carried to Balance Sheet 42.85 5.83 (23.58) (72.16)

Previous yearfigures have been regrouped where necessary.


The Company's turnover and other income for the year was Rs. 1885 crore as against Rs.1984 crore in the previous year. "The net profit for the year was Rs. 41.71 crorecompared to a loss of Rs. 85.24 crore in the previous year. Income pursuant to theamalgamation of Archway Investment Company Ltd. a wholly owned subsidiary of the Companymainly contributed to the Results. However the impact of this on the interest burden ofthe Company would be reflected in 2017-18.

The construction of the two towers at Island City Centre ("ICC") Dadar isin full swing. "The increased pace of construction has resulted in achieving six daysper slab cycle and is a testimony to the commitment for timely delivery. "The towersare expected to be completed as per schedule by August 2018. "The introduction ofReal Estate (Regulation and Development) Act 2016 ("RERA") a major policyinitiative is expected to be positive for the organised Real Estate Sector and may resultin pickup in sales. "The Real Estate Division is already witnessing increasedenquiries as well as footfalls.

Home & You the Company's Bed Bath Coordinates Retail Business will continue toexpand its distribution footprint through new franchise model as well as recently launchede-com website. "The Division's thrust would be to acquire and retain consumersthrough innovations and enlarged portfolio of products to cater to diverse consumerpreferences.

PSF Industry saw a volume growth of 3% during the year under review and is expected togrow by 5% in 2017-18. Government of India's push to increase the size of the TextileIndustry output will pave the way for larger man-made fibre consumption due to limitedavailability of cotton. "The implementation of GST effective 1st July2017 will remove the anomaly of lower tax rate on recycled fibre and this will help virginfibre manufacturers including your Company in achieving higher volumes and bettermargins.

Taking into consideration the foregoing the Directors have recommended a dividend ofRs. 0.70 (Seventy Paise) per equity share of Rs. 2/- each for the Financial Year ended 31stMarch 2017 which is subject to shareholders' approval.


The Company has prepared Consolidated Financial Statements in accordance with theapplicable Accounting Standards as prescribed under the Companies (Accounts) Rules 2014of the Companies Act 2013. Tie Consolidated Financial Statements reflect the results ofthe Company and that of its associates. As required under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements ("LODR") Regulations 2015 theAudited Consolidated Financial Statements together with the Independent Auditors' Reportthereon are annexed and form part of this Report.

The summarised consolidated Financial Statements are provided above in point no. 1 ofthis Report.


The business of Bombay Realty had to face adverse conditions in the recent past onaccount of changing policy framework demonetisation effect general economic slowdown anddelay in the receipt of regulatory approvals. Tis resulted in a slowdown in constructionactivity sales and buildup of unsold inventory.

The revenues from real estate activity for FY 2016-17 was Rs. 297 crore as compared toRs. 470 crore in FY 2015-16. With the receipt of some of the regulatory approvals and theconsequent pick up in construction activity the Company is confident and fully geared tocomplete the construction as per schedule and ensure timely delivery of the two towers.

The Company is also geared up towards complying with RERA requirements to give theclients a transparent and fully compliant project coupled with the surety of timelydelivery with world class construction quality. On visible evidence of constructionactivity sales enquiries have improved.

The construction on the slum project at ICC has also commenced and is expected to becompleted as per schedule by August 2017.


For the second consecutive year the domestic textile market experienced volume as wellas value pressure led by weak demand. Latter half of the year saw demonetisation furtherhurting the business with significant drop in consumer demand as well as inventoryreduction by trade. However by holding on to our domestic market leadership amongstorganised retailers the Company has been able to limit the impact of these adverseconditions.

Sale of Textile unit at Ranjangaon

The Company has entered into an Agreement to Sale (ATS) of the Ranjangaon ProcessingUnit's MIDC Land & Building thereon for a total consideration amount of Rs. 168.85crore.

The Company has also entered into an Agreement to sell the Plant & Machinerysituated at Ranjangaon for Rs. 36.25 crore.


The Division achieved a turnover of Rs. 1214.45 crore during the year as compared toRs. 1168.45 crore in the previous year. In volume terms there was an increase of about 2%.Tie raw material prices and PSF prices were stable in the first half of the year howeverthe second half of the year saw increased volatility in prices of raw materials. Teaverage capacity utilisation during the year was 93% higher than 91% achieved in theprevious year significantly higher than the industry average of less than 80%.

Te market sentiment in the domestic polyester staple fibre industry was reflected in anoverall growth of 3% compared to the previous year. It is however expected that theIndustry will grow by 5% during the current year. Global cotton acreage in August- July2016-17 is reported to have further declined benefiting the polyester industry at large.This together with the benefits likely to accrue to the Division following theintroduction of GST is expected to improve the financial performance of the Division.


During the year under review Archway Investment Company Ltd. ("Archway")became wholly owned subsidiary of your Company. Tereafter your Company applied foramalgamation of Archway with it which was duly sanctioned by the Hon'ble National CompanyLaw Tribunal Bench at Mumbai vide its order dated 20th June 2017.

Pursuant to Section 129(3) of the Companies Act 2013 ("the Act") read withRule 5 of the Companies (Accounts) Rules 2014 the statement containing salient featuresof the financial statements of the Company's Associates and Joint Venture (in Form AOC-1)is forming part of the Consolidated Financial Statements.


During the year the Company repaid the deposits aggregating to Rs. 1.24 Lakh. TeCompany also accepted fixed deposits aggregating to Rs. 30.50 Lakh from 9 depositors.

Total deposits outstanding as on 31st March 2017 amounted to Rs. 77.61crore out of which 106 deposits aggregating Rs. 56.80 Lakh had matured but remainedunclaimed.


Te information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 is annexed herewith as "Annexure A".


There were no materially significant transactions with related parties during thefinancial year under review which were in conflict with the interest of the Company.Suitable disclosure as required by the Accounting Standards (AS-18) has been made in thenotes to the Financial Statements.

As required under Regulation 23 of SEBI (Listing Obligations and Disclosures)Regulations 2015 with Stock Exchanges the Company has formulated a policy on RelatedParty Transactions which has been put up on the website of the


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.


All the properties including buildings plant and machinery and stocks have beenadequately insured.


The extract of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished inform MGT - 9 in "Annexure B" of this Report.


During the year Dr. (Mrs.) Sheela Bhide resigned as a Director of the Company."The Board has appointed Dr. (Mrs.) Minnie Bodhanwala as an Additional Director ofthe Company with effect from 29th March 2017 who holds office upto the date ofthis Annual General Meeting ("AGM") of the Company in terms of Section 161 ofthe Companies Act 2013 ("Act") and is eligible for appointment.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ness N. Wadia retires by rotation and is eligible forre-appointment.

In line with the provisions of Sections 149 160 and other applicable provisions of theCompanies Act 2013 read with applicable rules made thereunder Mr. Vinesh Kumar Jairathand Mr. Keki M. Elavia Additional Directors of the Company are being appointed asIndependent Directors for five consecutive years from their respective date of appointmentby the Board.

Necessary resolutions for the appointment/ re-appointment of the aforesaid Directorshave been included in the Notice convening the ensuing AGM and requisite details have beenprovided in the explanatory statement of the Notice. "The Board recommends theirappointments / re-appointment.

All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149 of the Act and Regulation 26(3) of SEBI (LODR)Regulations 2015.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

Nine Board Meetings were duly convened and held during the year and the details ofBoard/Committee meetings held are provided in the Corporate Governance Report. "Thegap between meetings was within the period prescribed under the Companies Act 2013.

Key Managerial Personnel

During the year Mr. Sanjive Arora joined the Company as Company Secretary on 11thJuly 2016.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI (LODR)Regulations 2015 the Board has carried out an annual performance evaluation of its ownperformance and that of its statutory committees viz. Audit Committee StakeholderRelationship Committee Nomination and Remuneration Committee and Corporate SocialResponsibility Committee and that of the individual Directors. "The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has adopted on recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration. A brief detail of the policy is given in the Corporate GovernanceReport and also posted on the website of the


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 havebeen followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently andmadejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Companyforthat period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory costand secretarial auditors and external consultant(s) and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2016-17.


Pursuant to Regulation 17(7) of SEBI (LODR) Regulations 2015 a Management Discussionand Analysis Report is given in "Annexure C" to this Report. A separate reporton Corporate Governance pursuant to Regulation 34(3) of SEBI (LODR) Regulations 2015read with Part C of Schedule V thereof along with a certificate from the StatutoryAuditors of the Company regarding compliance of the conditions of Corporate Governance areannexed to this Report as "Annexure D".


The Information as per Section 197 of the Companies Act 2013 ("the Act")read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forms part of this Report as "Annexure E". However as per theprovisions of Section 136 of the Act the report and accounts are being sent to theMembers and others entitled thereto excluding the information on employees' remunerationparticulars as required under Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 which is available for inspection by the Members at theRegistered Office/Corporate Office of the Company during business hours on working days ofthe Company up to the date of the ensuing AGM. If any Member is interested in obtaining acopy thereof such Member may write to the Company in this regard.


Statutory Auditors

The Company's Auditors M/s. Kalyaniwalla & Mistry LLP Chartered AccountantsMumbai who pursuant to Section 139 of the Companies Act 2013 retire at the ensuing AGMof the Company and are eligible for re-appointment from the conclusion of current AGM upto the conclusion of the following AGM. "They have confirmed their eligibility underSection 141 of the Act and the Rules framed there under for re-appointment as Auditors ofthe Company. As required under Regulation 33 of SEBI (LODR) Regulations 2015 theauditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with Rule 14 of the Companies(Cost Records and Audit) Amendment Rules 2014 the cost audit records of the Company arerequired to be audited. "The Directors on the recommendation of the Audit Committeeappointed M/s. D. C. Dave & Co. Cost Accountants to audit the cost accounts of theCompany for the financial year ending 31st March 2018 on a remuneration of Rs.500000/- (Rupees Five Lakh) plus out of pocket expenses and applicable taxes. "Theremuneration payable to the Cost Auditor is required to be ratified by the shareholders atthe AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and "TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Parikh & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. "The Report of the SecretarialAuditor is annexed herewith as "Annexure F".

Internal Auditors

M/s. Ernst & Young Chartered Accountants were re-appointed as the InternalAuditors of the Company for the financial year 201718 at the Board Meeting held on 22ndMay 2017.


There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status and the Company's operations infuture.


The Board of Directors of your Company had approved to sell / dispose of its textilesprocessing Unit at B-28 MIDC Industrial Area Ranjangaon Maharashtra details of whichhave been provided in item no. 5 of this report.


Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Financial Control Systems. "TheInternal Financial Control systems provide among other things reasonable assurance ofrecording the transactions of its operations in all material respects and of providingprotection against significant misuse or loss of Company's assets. Details about theadequacy of Internal Financial Controls are provided in the Management Discussion andAnalysis Report.


The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013 comprising of three directorsincluding Independent Directors. "The small allocation available this year will bespent in the current year. (Refer Annexure - G)


The remarks if any either by the Auditors or by the Practicing Company Secretary intheir respective reports has been dealt with appropriately in this report.


The Company has formulated a Risk Assessment & Management Policy. Your attention isdrawn to the Report on Corporate Governance for details.


The Audit Committee of the Company comprises of7 Independent Directors. "Thecomposition of directors and other details are provided in the Corporate Governance Reportof the Company. "The Company has established a vigil mechanism through the committeewherein the genuine concerns can be expressed by the employees and directors. "TheCompany has also provided adequate safeguards against victimisation of employees whoexpress their concerns. "The Company has provided the details of the vigil mechanismin the Whistle Blower Policy in the Corporate Governance Report and also posted these onthe website of the Company:


The Directors express their appreciation to all employees of the various divisions fortheir diligence and contribution to performance. "The Directors also record theirappreciation for the support and co-operation received from franchisees dealers agentssuppliers bankers and all other stakeholders. Last but not the least the Directors wishto thank all shareholders for their continued support.

On behalf of the Board of Directors
Place: Mumbai NUSLI N. WADIA
Date: 28th June 2017. Chairman



(Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014)


(a) Energy Conservation measures taken

PSF operations

- Provision made for VFD in Coal Boiler FD fan for power saving.

- Upgraded Microprocessor cards in Chiller for energy efficiency.

- Structure renovation in a Cooling Tower Cell to increase efficiency.

- Replacement of a CT fan with hollow FRP blades & hubs for power saving.

- Quench area effluent transfer started with potential head & pump stopped.

- Power consumption reduced by managing air consumption through ELLIOT compressorsoperation.

- Chilled water set point optimised to reduce power consumption.

- Optimisation of Chilled water pumps operations.

- Improvement in HTF Heater efficiency.

- Optimisation of Catalyst addition to reduce RLNG consumption.

- Reorientation of KVX system in HTF Heater to reduce RLNG consumption.

- Optimisation of Slurry mole ratio to reduce heat load.

- Waste heat recovery achieved through improvement projects.

- Maximisation of Biogas generation & usage in HTF heater.

- ESP field operation philosophy revised to reduce power consumption.

(b) Additional Investments & proposals if any being

implemented for reduction of consumption of energy

PSF operations

- Power generation through Low-cost Steam Turbine (LST).

- Side screw extrusion through polymer cooler.

- Installation ofEnergy ef^cient CoolingTower pump & Chillers.

- Usage of High GCV coal for fuel & power saving.

- Manual Baling press for reduction in Energy Consumption.

- VFD provision in Boiler feed water pump.

- Recycling of Spin Finish & DM water.

- Rain Water harvesting from New Warehouse roof.

- Stoppage of Pre-feed Bath circulation pumps.

- Installation of LED lights in plant & office area.

- Energy Conservation by various process improvement projects.

(c) Impact of measures at (a) & (b) for reduction of energy consumption andconsequent impact on the cost of production of goods.

PSF operations

- Improvement in specific energy consumption & cost per MT of PSF production.

(d) Total Energy Consumption and Energy Consumption per unit of production inprescribed Form A.

- As per 'Form A' attached.


Research and Development (R & D).

1. Specific areas in which R&D carried out by the company PSF operations

- Developed new spin finish application system to improve OPU uniformity.

- Heat setting offibre increased for more durability.

- Productivity of non woven grade fibre was improved by process optimisation.

- Semi-dull & black fibre developed for hydroentanglement process.

- Black fibre developed for special applications

- Medium tenacity coarser denier product developments.

2. Benefits derived as a result of the above R&D PSF operations

- Diversity of product mix & availability of value added products.

- Improved customer base & market share.

- Quality Consistency with improved operational performance at Customer end.

- Risk mitigation against up-coming new competitors in the market.

3. Future plan of action PSF operations

- Key focus is to increase the volume of specialty value added products.

- Development of hardware and improvement & process optimisation for production ofspecialty products.

- Increase in volume of non woven & technical textile products.

- Execution of various process improvement projects for reduction in energyconsumption.

4. Expenditure on R&D

- Expenditure reported on R & D during the year under report: Rs. Nil (previousyear Rs. Nil).


1. Efforts in brief made towards technology absorption adaptation and innovation:

PSF operations

- Use of modified bearings in Polymer Gear pump.

- Hardware modification with logic control to improve Boiler efficiency.

- Chillers made energy efficient by replacing upgraded Microprocessor cards.

- Draw Machine start-up logic modified to increase Yield & Productivity.

- Process optimisation for energy conservation.

- Productivity of high staple length technical textile fibres was improved.

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

PSF operations

- Better Yield & Productivity

- Increased Volume of value added speciality products.

- Improved Customer satisfaction.

- Reduction in cost of production.

3. Information regarding technology imported during the last 5 years:

- Technology imported: - Nil

- Year of import: - N/A

- Has Technology been fully absorbed? - N/A

- If not fully absorbed areas where this has not taken place reasons therefore andfuture plans of action: - N/A

- PSF operation - Nil

4. Foreign Exchange Earnings & Outgo:

(i) Total foreign exchange used and earned:

Rs. in crore
Total foreign exchange used 468.77
Total foreign exchange earnings 286.32

(ii) Activities relating to exports initiatives taken to increase exports developmentof export markets for products and services and export plans:


PSF export volume increased by 5% over previous year. Export market was expanded bothin terms of volume & new markets.

On behalf of the Board of Directors
Place: Mumbai NUSLI N. WADIA
Date: 28th June 2017 Chairman


Form for disclosure of particulars with respect to conservation of energy

Production Unit 2016-17 Current Year 2015-16 Previous Year
1 Electricity
(a) Purchased
Unit (KWH in lakhs) 533.10 584.14
Total Amount (' in crores) 40.47 44.27
Rate/Unit (') 7.59 7.58
(b) Own Generation
(trough Thesel Generator)
Unit (KWH in lakhs) -
Units per Ltr. of Thesel -
Cost/Unit (') -
2 Furnace Oil/L.S.H.S.
Quantity (in M. Tons) 859.00 3189.01
Total Cost (' in crores) 2.00 6.39
Average Rate (in Rs. per M.T.) 23233.99 20037.57
Quantity in (MMBTU) 391493.60 270102.85
Total Cost (' in crores) 22.13 18.12
Average Rate (in Rs. per MMBTU) 565.36 670.97
4 Coal
Quantity (in M. Tons) 32393.00 32335.89
Total Cost (' in crores) 12.20 13.27
Average Rate (in Rs. per M.T.) 3766.42 4103.45
1 Electricity (KWH)
Cloth 1000 Mtrs 1440.08
PSF per M.T. 350.01 371.21
2 Furnace Oil/L.S.H.S.(M.T.)
PSF M.T. 0.01 0.02
PSF per MMBTU 2.57 1.81
4 Coal (M.T.)
Cloth 1000 Mtrs 0.95
PSF M.T. 0.213 0.211