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BDH Industries Ltd.

BSE: 524828 Sector: Health care
NSE: N.A. ISIN Code: INE278D01018
BSE 00:00 | 26 Mar 76.25 1.85






NSE 05:30 | 01 Jan BDH Industries Ltd
OPEN 73.00
52-Week high 80.45
52-Week low 61.75
P/E 7.97
Mkt Cap.(Rs cr) 44
Buy Price 72.20
Buy Qty 22.00
Sell Price 76.25
Sell Qty 460.00
OPEN 73.00
CLOSE 74.40
52-Week high 80.45
52-Week low 61.75
P/E 7.97
Mkt Cap.(Rs cr) 44
Buy Price 72.20
Buy Qty 22.00
Sell Price 76.25
Sell Qty 460.00

BDH Industries Ltd. (BDHINDS) - Director Report

Company director report


The Members

BDH Industries Limited

Your Directors have pleasure in presenting 28th Annual Report and Audited FinancialStatements for the year ended 31st March 2018.


The financial performance of the Company is summarized below :-

(Rs. in Lakhs)
Particulars 2017-18 2016-17
Sales (Gross) 4113.86 4463.21
Sales (Net) 4107.47 4367.64
Other Income 81.77 124.40
Total Income 4189.24 4492.04
Profit before Interest and Depreciation 635.60 604.90
Less : Interest 25.17 34.76
Depreciation 75.44 71.66
Profit before tax 517.76 498.48
Less : Provision for Taxation 127.43 172.82
Deferred Taxation 13.85 (8.00)
Net Profit After Tax 376.48 333.66

The standalone financial statements are prepared in accordance with Indian AccountingStandards (Ind-AS) as prescribed under section 133 of the Companies Act 2013 read withRule 3 of the Companies (Indian Accounting Standards) Rules 2015 and the Companies(Indian Accounting Standards) Amendment Rules 2016.


During the year 2017-18 Company achieved Sales (Net) of Rs. 4107.47 Lakhs as comparedto Rs. 4367.64 Lakhs in the previous year registering decline by 6% over previous year.The Operating Profit of the Company i.e. Profit before Interest and Depreciation hasincreased from Rs. 604.88 lakhs in previous year to Rs. 635.60 lakhs in 2017-18. TheCompany earned Net Profit after Tax of Rs. 376.48 lakhs during the year as against Rs.333.66 lakhs as in previous year a growth of 13% over previous year. An amount of Rs.56.47 Lakhs from the net profit of the financial year of the year under review istransferred to the General Reserve.


No material changes or commitments affecting the financial position of the Company haveoccurred between the end of the financial year to which financial statements in thisreport relate and the date of the report.


The Company continues to operate in one segment i.e. pharmaceuticals and there is nochange in the nature of business of the Company.


Your Directors are pleased to recommend dividend of Rs. 2.25/- per equity share of Rs.10/- each (previous year Rs. 2/- per share) for the financial year ended on 31st March2018. The dividend on Equity Shares is subject to the approval of the shareholders at theAnnual General Meeting. The total cash outflow on account of dividend payment includingdistribution tax will be Rs. 156 lakhs.


There were no changes in the Directors and Key Management Personnel during the year.The Board of Directors at present has six members Ms. Jayashree Nair is the Chairpersonand Managing Director of the Company. Mr. S. C. Kachhara is the Joint Managing Directorand Chief Financial Officer of the Company. There are three independent directors on theBoard of the Company Mr. A. V. Menon Dr. Dinesh Variar and Mr. Bhagirath Singh. There isone Non-Executive Director on the Board of the Company – Ms. Karthika Nair whoretires by rotation at the forthcoming Annual General Meeting being eligible and offersherself for re-appointment. Accordingly the Board recommends her re-appointment. Ms.Jayashree Nair Managing Director Mr. S. C. Kachhara Joint Managing Director and ChiefFinancial Officer and Ms. Nikita Phatak Company Secretary of the Company are the KeyManagerial Personnel of the Company. During the year five Board meetings were helddetails of which are given in the Corporate Governance Report.


The Independent Directors of the Company – Mr. A. V. Menon Dr. Dinesh Variar andMr. Bhagirath Singh have submitted declaration complying with the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.


Pursuant to Section 134(5) of the Companies Act 2013 the Directors state that :-

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed alongwith proper explanation relating to material departures;.

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and of the Profitof the Company for the year ended 31st March 2018.

(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 and

(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.


The Company has complied with the requirements of Corporate Governance. A report onCorporate Governance together with a certificate from Statutory Auditor forms part of thisAnnual Report. A declaration from Managing Director under regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is also attached to this report.


The equity shares of the Company are listed on BSE Limited. The listing fee for year2018-2019 has been paid by the Company.


The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details of the Nomination and Remuneration Policy are covered in theCorporate Governance Report. The said policy has also uploaded on the Company's website


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


There were no materially significant related party transactions during the year thathave potential conflict with the interests of the Company. The transactions with relatedparties are disclosed in the notes to the financial statements. Form AOC-2 prescribedunder the Companies Act 2013 and Companies (Accounts) Rules 2014 is furnished as AnnexureV to this report. The Policy on Related Party Transactions is also hosted on the websiteof the Company


The Company has established a Vigil Mechanism i.e. Whistle Blower Policy to enable thethe Directors and employees to report to the Audit Committee genuine concerns unethicalbehavior and irregularities if noticed by them in the Company which could adverselyaffect Company's operations. The Whistle Blower Policy is also hosted on the website ofthe Company During the year no concerns or irregularities have beenreported by the employees or directors.


As required under the Schedule IV of the Companies Act 2013 and Clause 49(II) (B)(6) ofthe Listing Agreement the Independent Directors at their separate meeting held on 7thFebruary 2018 evaluated the performance of the non-independent directors and the Board asa whole. They also reviewed the performance of the Chairperson of the Company taking intoaccount the views of the Joint Managing Director and also assessed the quality quantityand timeliness of flow of information between the Company management and the Board thatwas necessary for the Board to effectively and reasonable perform their duties.

The Board assessed the performance of the independent directors as per the criterialaid down and have recommended their continuation on the Board. The Board of Directorsassessed the performance of individual directors on the Board based on parameters such asrelevant experience and skills focus on shareholder value creation governance standardsknowledge of business processes and procedures followed integrity relationship withManagement impact on key management decisions etc.


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


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


The Company has not made any loans to any third party as envisaged under section 186 ofthe Companies Act 2013. The Company has not given any guarantee other than bank guaranteein the normal course of business to meet the contractual obligations. The Board ofDirectors have authorized the Company to invest the surplus in deposits with Banks.


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


Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 particulars of energy conservation technology absorptionand foreign exchange earnings and outgo are appended hereto as Annexure IV and forms partof the Annual Report.


The properties and assets of your Company are adequately insured.


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


R&D Centre of the Company is recognized and registered with Department of Scienceand Industrial Research (DSIR) Ministry of Science & Technology Government of Indiawith effect from 29th September 2017. The R&D centre is also approved under section 35(2AB) of the Income Tax Act 1961 for the purpose of weighted tax deduction. Research &Development being useful for the sustained growth of the Company investments in R&Dare carried out to keep pace with changing domestic and global scenario.With qualified andexperienced research team the Company has focused its thrust on development of new dosageforms and drug delivery systems improvement in processes and yield and cost reduction.


The Company is committed to environment protection and industrial safety. Ourmanufacturing facility has been accredited with WHO-GMP and complies with applicableenvironment regulations of Maharashtra Pollution Control Board. Our manufacturing facilityis accredited with ISO 9001:2015 certification from SGS United Kingdom Limited. TheCompany conducts medical check-up programs first aid sessions and fire safety sessionsfor employees.


a. The Company has entered into power generation business and installation of two unitsof wind turbines 0.8 MW each has been completed at Jaisalmer district Rajasthan. SincePower Purchase Agreement (PPA) is not yet signed by State Government of Rajasthanalternate commercial proposals are being evaluated.

b. The Company has also entered into agro products business. The plantation of cashewmango and coconut grafts has been completed. The warehouse at Kudal Sindhudurg districtin Maharashtra has been leased with effect from May 2018.


The Extract of Annual Return of the Company as on 31st March 2018 is attached herewithas Anexure I to this report.


The Management Discussion and Analysis Report as required under Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in thisAnnual Report.


M/s. CLB & Associates Chartered Accountants (Firm Registration No. 124305W) arethe Statutory Auditors of the Company for a period of 5 years till the conclusion of theCompany's 32nd Annual General Meeting. The Auditors Report read with the notes to accountsare self-explanatory. There are no qualifications reservations or adverse remarks made bythe Auditors. The Statutory Auditors have submitted No Disqualification Certificate forthe financial year 2018-19 to the Board of Directors of the Company.

Secretarial Audit:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Mangerial Personnel) Rules 2014 M/s JHR &Associates Practising Company Secretaries were appointed as the Secretarial Auditors forauditing secretarial records maintained by the Company for the financial year ended on31st March 2018. The Secretarial Audit Report is annexed herewith to the Directors Reportin Annexure II. There are no qualifications reservations or adverse remarks made by theSecretarial Auditors.


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

a. Directors Ratio to Median Remuneration
Ms. Jayashree Nair 25:1
Mr. S. C. Kachhara 25:1
Mr. A. V. Menon 0.38:1
Dr. Dinesh Variar 0.30:1
Mr. Bhagirath Singh 0.38:1
Ms. Karthika Nair 0.26:1

b. The percentage increase in remuneration of Ms. Jayashree Nair Managing Director is22% Mr. S. C. Kachhara Joint Managing Director and Chief Financial Officer is 22% (asapproved by members in 26th Annual General Meeting) and Ms. Nikita Phatak CompanySecretary is 13%.

c. The median remuneration of employees increased by 13% in the financial year.

d. There are 124 permanent employees on the rolls of the Company.

e. The Company's PAT increased from Rs. 333.66 lakhs to Rs. 376.48 lakhs an increaseof 13% against which the average increase in remuneration is 13% and this increase isaligned with the Company's Remuneration Policy.

f. The aggregate remuneration of key managerial personnel (KMP) is Rs. 145.04 lakhsrevenue of the Company during the year is ` 4189.24 lakhs and the remuneration of KMP is3.5% of revenue.

g. The market capitalization of the Company as on 31st March 2018 was Rs. 40.27 croresand as on 31st March 2017 was Rs. 46.06 crores. The PE ratio of the Company as on 31stMarch 2018 was 10.70 and as on 31st March 2017 was 13.50. The Company made public offerof equity shares (of face value Rs. 10/- each share) at premium (of Rs. 30/- each share)in the year 1995.

h. The average percentile increase in salaries of employees other than managerialpersonnel is 13% and increase in managerial remuneration is 22% as approved by members atthe 26th Annual General Meeting.

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

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

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


The Company has an internal complaints committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 for prevention and redressalof complaints of sexual harassment at workplace. The Company has not received anycomplaint during the year pursuant to the said Act.


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

Jayashree Nair

Chairperson & Managing Director

Mumbai 29th May 2018 (DIN-00027467)
Registered Office :
Nair Baug Akurli Road Kandivli (East) Mumbai 400101
Tel. No.:022-61551234 Fax No.: 022-28868349
Email Website :
CIN – L40300MH1990PLC059299


Policy for Selection of Directors and determining Directors' independence

BDH Industries Limited ensures constitution of a Board of Directors with an appropriatecomposition size diversified expertise and experience and commitment to discharge theirresponsibilities and duties effectively. BDH Industries Limited recognizes the importanceof Independent Directors in achieving the effectiveness of the Board. It aims to have anoptimum combination of Executive Non-Executive and Independent Directors. This Policysets out the guiding principles for the Nomination and Remuneration Committee foridentifying persons who are qualified to become Directors and to determine theindependence of Directors in case of their appointment as independent directors of theCompany. The Nomination and Remuneration Committee may take into account factors such as:

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

• Educational and professional background;

• Standing in the profession;

• Personal and professional ethics integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively. The proposed appointee shall also fulfill the followingrequirements: Shall possess a Director Identification Number; disqualified Shall not beunder the Companies Act 2013;

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

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

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

Shall disclose his concern or interest in any Company or companies or bodies corporatefirms or other association of individuals including his shareholding at the first meetingof the Board in every financial year and thereafter whenever there is a change in thedisclosures already made; Such other requirements as may be prescribed from time to timeunder the Companies Act 2013 Equity Listing Agreements and other relevant laws.

The criteria of independence as laid down Section 178 of Companies Act 2013 andRegulation 19 read with Part D of the Schedule II of the SEBI (Listing Obligations andDisclosure Reqirements) Regulations 2015 is as below: An independent director in relationto a Company means a director other than a managing director or a whole-time director ora nominee director—

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

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

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

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

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

e. who neither himself nor any of his relatives—

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

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

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

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

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

(iv) is a Chief Executive or director by whatever name called of any non profitorganization that receives twenty-five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate Company or thatholds two per cent or more of the total voting power of the Company; or (v) is a materialsupplier service provider or customer or a lessor or lessee of the Company f. shallpossess appropriate skills experience and knowledge in one or more fields of financelaw management sales marketing administration research corporate governancetechnical operations corporate social responsibility or other disciplines related to theCompany's business and such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

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

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

Other directorships / committee memberships

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

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


Remuneration Policy for Directors Key Managerial Personnel and other employees

BDH Industries Limited recognizes the importance of aligning the business objectiveswith specific and measureable individual objectives and targets. The Company has thereforeformulated the remuneration policy for its directors key managerial personnel and otheremployees keeping in view that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate to run the Company successfully. This Policysets out the guiding principles for the Nomination and Remuneration Committee forrecommending to the Board the remuneration of the directors key managerial personnel andother employees of the Company. The Board on the recommendation of the Nomination andRemuneration Committee shall review and approve the remuneration payable to the ExecutiveDirectors of the Company within the overall limits approved by the shareholders. TheBoard on the recommendation of the Committee shall also review and approve theremuneration payable to the Key Managerial Personnel of the Company. The remunerationstructure shall include the following components:-A) Executive Directors and KeyManagerial Personnel (i) Basic Pay (ii) Perquisites and Allowances (iii) PerformanceIncentive B) Non-Executive Directors shall be entitled to sitting fees for attending themeetings of the Board and the Committees thereof.

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


Conservation of energy technology absorption and foreign exchange earnings and outgo


1. Steps taken or impact on conservation of energy :

a. Operational efficiency of chiller plant. b. Replacement of conventional lightingwith LED lighting in phased manner. c. Monitored power factor to unity that opimises powerutilization.

2. Steps taken by the Company for utilizing alternate sources of energy : The Companyis evaluating all possibilities of utilizing alternate sources of energy in itsoperations wherever possible especially solar energy and wind energy.

3. Capital investment on energy conservation equipments : All the necessary capital andrevenue expenditures were incurred by the Company on energy conservation equipments.


1. Efforts made towards technology absorption:

Installation of new HPLC and Spectophotometer with server for improved automation.

Upgradation of manufacturing facilities is an ongoing process based on qualityassessment techniques.

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

Improvement in processes and operational efficiencies.

3. Future Plan of Action :

Additional investment in new instrumentation to upgrade and strengthen R&Dfacility.

4. Expenditure incurred on Research & Development:

(Rs. in Lakhs)
2017-2018 2016-2017
a. Capital 25.23 75.19
b. Recurring 73.85 54.78
TOTAL 99.08 129.97
Total R&D Expenditure as a percentage of total revenue 2.41% 2.89%

5. Technology imported during last 3 years

Details of technology imported – HPLC System with server for improved automationYear of import – 2017 Whether technology has been fully absorbed - Yes


During the year foreign exchange earnings were Rs. 2148.31 lakhs as against outgo ofRs. 1330.78 lakhs.

Jayashree Nair

Chairperson & Managing Director

Registered Office :
Nair Baug Akurli Road
Kandivli (East) Mumbai 400101
Tel. No. :022-61551234
Fax No. :022-28868349
Email –
Website :
CIN – L40300MH1990PLC059299
Mumbai 29th May 2018


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

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

1. Details of contracts or arrangements or transactions not at arm's length basis : (a)Name(s) of the related party and nature of relationship : Not Applicable. (b) Nature ofcontracts / arrangements / transactions : None.

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

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

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

(f) Date(s) of approval by the Board : Not Applicable. (g) Amount paid as advances ifany : None.

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

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

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

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

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

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

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

(f) Amount paid as advances if any : None.

Note The related party transactions that were entered into during the financial yearwere non-material and were on arm's length basis and were in the ordinary course ofCompany's business. The Company has not entered into any contract arrangement ortransaction with any related party which could be considered as material within themeaning of Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Reqirements)Regulations 2015.

Jayashree Nair

Chairperson & Managing Director

Registered Office :
Nair Baug Akurli Road
Kandivli (East) Mumbai 400101
Tel. No. :022-61551234
Fax No. :022-28868349
Email –
Website :
CIN – L40300MH1990PLC059299
Mumbai 29th May 2018