Your Directors have great pleasure in presenting the 31st Annual Report together withthe Audited Accounts of the Company for the financial year ended March 31 2020.
1. Financial Highlights:
The following is the highlight of the financial performance of the Company during theyear under review:
|Particulars ||2019-20 ||2018-19 |
|Revenue from Operations ||413.68 ||462.41 |
|Other Income ||5.60 ||5.29 |
|Total Income ||419.28 ||467.70 |
|EBITDA ||103.18 ||130.20 |
|Less : Finance Cost ||1.68 ||3.80 |
|Less : Depreciation & Amortisation expenses ||22.96 ||22.18 |
|Profit before tax ||78.55 ||104.21 |
|Tax Expenses ||12.73 ||32.70 |
|Net Profit after tax ||65.81 ||71.51 |
|Other Comprehensive Income (Net of tax) ||(0.12) ||(0.09) |
|Total Comprehensive Income after tax ||65.70 ||71.42 |
|Earing per shares of J 5 each (In J) ||15.08 ||16.36 |
2. Operational Review:
During the year under review the Company has achieved a Total Income of Rs419.28Crores as against Rs467.70 Crores in the previous financial year. EBITDA for FY20 stood atRs103.18 crores with an EBITDA Margin of 24.9%. The Profit after tax for the financialyear 2019-20 was Rs65.81 Crores as compared to previous year of Rs71.51 Crores due to thecompression in pricing during the year leading to lower price realization.
Dyes and Dye intermediates & Chemical Business
The turnover of the company from the Chemical Segment amounted to Rs373.13 Crores asagainst Rs429.28 Crores for the previous year. The EBIT from this segment stood at Rs75.50Crores as against Rs102.81 Crores in the previous year.
The turnover of the company from solar power operations amounted to Rs30.67 Crores asagainst Rs33.13 Crores for the previous year. The EBIT from this segment stood at Rs11.38Crores as against Rs12.08 Crores in the previous year.
The World Health Organization declared Novel Coronavirus disease (COVID-19) a globalpandemic on February 11 2020. Since March 2020 COVID-19 developed rapidly into a globalcrisis forcing governments to impose lock-downs of all economic activity. In enforcingsocial distancing to contain the spread of the disease our offices and Plant have beenoperating with minimal or no staff for extended periods of time. We have extended supportto the employees impacted by this pandemic including those who tested positive forCOVID-19. As a responsible member of the communities that it operates in the Company hascontributed to various COVID-19 relief and monitoring programs in India.
The Operations of Chemical Business of the Company were also affected due to theLockdown announced by the Government of India to control the spread of Corona virus. TheCompany's Manufacturing operations affected earlier now have been partially functionalafter obtaining necessary approvals from the concerned government/ local authorities.
Your Directors have pleasure in recommending for approval of the Members at its 31stAnnual General Meeting a Dividend of Rs3 /- per share of Rs5 each i.e 60 % onEquity Share Capital i.e. Rs218220900 for the year ended March 31 2020. If approved atthe forthcoming Annual General Meeting it will result in an outflow of Rs13.09 Crores.
The Company has not transferred any amount to General Reserve during the financialyear.
5. Capital Structure & Liquidity:
Authorised Share Capital
The Authorised Capital of the Company as at March 31 2020 was Rs250000000/- (RupeesTwenty Five Crores only) divided into 50000000 (Five Crores ) equity shares of Rs5/-each.
Issued and paid up Share Capital
The paid-up Equity Share Capital as at March 31 2020 was Rs218220900 /- (Twenty OneCrore Eighty Two Lakh Twenty Thousand Nine Hundred) divided into 43644180 (Four CroreThirty Six Lakh Forty Four Thousand One Hundred & Eighty) Equity Shares having facevalue of Rs5/- each fully paid up.
During the year under review the Company has allotted 21822090 equity shares offace value of Rs5/- each as bonus shares in the proportion of 1 (One) equity share forevery 1 (One) existing equity share held to those Members whose names appear in theRegister of Members of the Company as on 18 July 2019 ("Record Date").
During the year under review the Company has not issued any convertible securitieswith differential voting rights nor has granted any stock options or sweat equity orwarrants. As on March 31 2020 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
6. Subsidiaries & Associate Companies:
The Company does not have any subsidiary or associate companies.
7. Board of Directors:
In accordance with the provisions of Section 152 of the Companies Act 2013 (''Act'')and the Articles of Association of the Company Mr. Vikas Bhageria Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment.
The Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed Mr. Ganapati Dadasaheb Yadav as an Additional Director (Independent capacity)with effect from October 21
2019 and Ms. Ameya Prakash Jadhav as an Additional Director (Independent capacity) witheffect from April 012020. In terms of Section 161 of the Act Mr. Ganapati DadasahebYadav and Ms. Ameya Prakash Jadhav hold office up to the date of ensuing Annual GeneralMeeting. Accordingly the Board recommends the resolution for appointment of Mr. GanapatiDadasaheb Yadav and Ms. Ameya Prakash Jadhav as Independent Directors for the approval bythe members of the Company for a term of five consecutive years.
Mrs. Chandraprabha Bhageria was re-appointed as a Whole-Time Director of the Companyfor a period of 3 (Three) years with effect from November 1 2019 at the 30th AnnualGeneral Meeting (AGM) held on August 31 2019.
Mr. Shashikant Parmanand Tulsian was re-appointed as an Independent Director witheffect from April 01 2020 and Mr. Mukund Manohar Chitale was appointed as an IndependentDirector with effect from March 25 2019 at the 30th Annual General Meeting (AGM) held onAugust 31 2019 for the period of five consecutive years.
In the Opinion of Board Independent Directors appointed/re-appointed during the yearunder review are persons of high repute integrity and possess the relevant expertise andexperience in their respective fields.
During the year under review Mr. PradeepKumar Shankar Dalvi has resigned from the postof Independent Director of the Company on January 25 2020 due to his health problem.
8. Declaration by Independent Directors:
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015 ("Listing Regulations"). In the opinionof the Board the Independent Directors fulfill the conditions of independence specifiedin Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.
9. Directors Responsibility Statement:
Pursuant to Section 134 of the Act with respect to Directors Responsibility statementit is hereby confirmed:
a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;
b) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
10. Key Managerial Personnel:
|Name of Personnel ||Designation |
|1. Mr. Suresh Bhageria ||Chairperson |
|2. Mr. Vinod Bhageria ||Managing Director |
|3. Mr. Vikas Bhageria ||Jt. Managing Director (WTD) |
|4. Mrs. Chandraprabha Bhageria ||Whole-time Director |
|5. Mr. Rakesh Kachhadiya ||Chief Financial Officer |
|6. Mr. Ketan Gaur ||Company Secretary |
11. Annual Performance Evaluation:
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an evaluation of its performance after taking into considerationvarious performance related aspects of the Board's functioning competencies frequencyand regularity of meetings contribution creation of stakeholder values management ofcurrent & potential strategic issues compliance & governance etc. The performanceevaluation of the Board as a whole
Chairperson and Non-Independent Directors was also carried out by the IndependentDirectors in their meeting held on January 25 2020.
Similarly the performance of various committees individual Independent andNon-Independent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like composition and working ofCommittees functioning Contribution Independence understanding Knowledge InitiativeIntegrity etc.
12. Number of Meetings of the Board of Directors:
The Board met 5 (five) times during the financial year 2019-20. The meeting details areprovided in the Corporate Governance Report that forms a part of this Annual Report.
13. Audit Committee:
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.
14. Policy on Directors' Appointment and Remuneration and Other Details:
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report and is also available on www.bhageriagroup.com.
15. 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 at www.bhageriagroup.com.
16. Public Deposits:
Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
17. Particulars of Loans Guarantees or Investments:
During the year there is no loan given or guarantee given or security provided by theCompany covered under Section 186 of Companies Act 2013. Details of investments are givenin the notes to the financial statements.
18. Corporate Social Responsibility Initiatives:
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure 'A' of this report. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of thisreport. The CSR policy is available on www.bhageriagroup.com.
19. Material Changes and Commitments affecting Financial Position between the end ofthe financial year and date of report:
There were no material changes affecting the financial position of the Company betweenthe end of the financial year and date of report.
20. 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.
21. Annual Return:
As required under Section 134(3)(a) of the Act the Annual Return is put up on theCompany's website and can be accessed at www.bhageriagroup.com. Extract of the Annualreturn in form MGT-9 for the Financial year 2019-20 is uploaded on the website of theCompany and can be accessed at www.bhageriagroup.com.
22. Investor Education & Protection Fund (IEPF):
a) Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the Rules")all unpaid or unclaimed dividends are required to be transferred by the Company to theIEPF established by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of IEPF Authority. Accordingly during the year the Company has transferred theunclaimed and unpaid dividends of Rs75492/- in respect of financial year 2011-12.
b) Pursuant to provisions of Section 124(6) of the Companies Act 2013 and IEPF Rulesduring the year 2019-20 31200 Equity shares were transferred to the IEPF Authority.
c) Pursuant to rule6(8) of the IEPF Rules under the bonus issue 140800 equity shareswere allotted to the IEPF Authority based on their shareholding as on record date.
23. Related Party Transactions:
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website www.bhageriagroup.com. This policy deals with the reviewand approval of related party transactions. The Board of Directors of the Company hasapproved the criteria for making the omnibus approval by the Audit Committee within theoverall framework of the policy on related party transactions. Prior omnibus approval isobtained for related party transactions which are of repetitive nature and entered in theordinary course of business and on an arm's length basis. All related party transactionsare placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinarycourse of the business and on an arm's length basis. No material related partytransactions were entered during the Financial Year by your Company. Accordingly nodisclosure is made in respect of related party transactions as required under Section134(3)(h) of the Act in Form AOC 2. Members may refer notes to the financial statementswhich sets out related party disclosures pursuant to INDAS-24.
24. Code of Conduct:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. The Code of Conductis dealing with ethical issues and also fosters a culture of accountability and integrity.The Code is in accordance with the requirements of Listing Regulations and has been postedon the Company's website www. bhageriagroup.com.
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
25. Statutory Auditors:
M/s. MRB & Associates Chartered Accountants (Firm Registration No.136306W) wereappointed as the Statutory Auditors of the Company at the 28th AGM held on December 022017 and will hold office until the conclusion of the 33rd AGM to be held in 2022. Theirappointment was subject to ratification by the Members at every subsequent AGM. Pursuantto the amendments made to Section 139 of the Companies Act 2013 by the Companies(Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratificationof the Members for the appointment of the Statutory Auditors has been withdrawn from theStatute. Hence the resolution seeking ratification of the Members for continuance of theirappointment at this AGM is not being sought.
The Report given by M/s. MRB & Associates Chartered Accountants on the financialstatements of the Company for the financial year 2019-2020 is a part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
26. Reporting of Frauds:
During the year under review the Statutory Auditors had not reported any matter underSection 143 (12) of the Act therefore no detail is required to be disclosed under Section134 (3) (ca) of the Act.
27. Cost Audit:
As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your company has been complying with the provisions of audit ofcost records of the Company every year. The Board of Directors on the recommendation ofthe Audit Committee have appointed M/s Poddar & Co Cost Accountants as the CostAuditors to audit the accounts of the Company for the Financial Year 2020-21 at aremuneration of Rs90000/- plus GST as applicable and reimbursement of out of pocketexpenses. As required under the Companies Act 2013 a resolution seeking member'sapproval for remuneration payable to the Cost Auditor forms part of the Notice conveningthe Annual General Meeting.
28. Internal Audit:
Pursuant to provisions of Section 138 of the Companies Act 2013 the Board onrecommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co CharteredAccountants having Registration No.131308W as Internal Auditors of the Company for thefinancial year ending March 31 2021.
29. Secretarial Audit:
The Secretarial Audit was carried out by M/s. GMJ & Associates Company Secretariesfor the Financial Year
2019-2020. The Report given by the Secretarial Auditors is annexed as Annexure 'B' andforms an integral part of this Board's Report.
There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Secretarial Auditors had not reported any matterunder Section 143(12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.
In terms of Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules2014 the Audit Committee recommended and theBoard of Directors have appointed M/s. GMJ & Associates Company Secretaries as theSecretarial Auditors of the Company in relation to the financial year ending March 312021. The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed there under.
30. Internal Control Systems and their adequacy:
The details in respect of internal control system and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.
31. Corporate Governance and Management Discussion & Analysis Reports:
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. The Company has implemented several best corporate governance practices.
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Statutory Auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in Listing Regulations.
32. Risk Management:
The Company has a risk management framework to identify evaluate various elements ofrisk and opportunities. This framework seeks to create transparency minimise adverseimpact on the business objectives and enhance the company's competitive advantages.Further details are set out in the Management Discussion and Analysis Report formingintegral part of this report.
33. 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 'C' to thisReport.'
34. Disclosure under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. The Company affirms that during the year under review thecompany has complied with the provisions relating to Internal Complaints Committee and nocomplaints were received by the Committee for redressal.
35. 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.
36. Particulars of Employees:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report. Disclosures relating to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis
Report. Having regard to the provisions of the second proviso to Section 136(1) of theAct and as advised the Annual Report excluding the aforesaid information is being sent tothe members of the Company. The said information is available for inspection by themembers at the registered office of the Company during working hours on working days uptothe date of the Annual General Meeting and if any member is interested in obtaining ascopy thereof such member may write to the Company Secretary.
37. Business Responsibility Report:
Pursuant to Regulation 34(2)(f) of Listing Regulations the Business ResponsibilityReport in the prescribed format is available as a separate section of this Annual Report.
38. Affirmation on Compliance of Secretarial Standards:
The Board of Directors of the Company has affirmed with the compliances of SecretarialStandards issued by Institute of Company Secretaries of India.
The Company's Shares are listed on BSE Limited and National Stock Exchange of IndiaLimited Mumbai.
Your Directors would like to express their sincere appreciation to the company'sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. Your Directors also wish to place on record theirappreciation for the hard work solidarity cooperation and support of employees at alllevels.
|Registered Office: ||For and on behalf of the Board |
|1002 Topiwala Centre Off S. V. Road ||BHAGERIA INDUSTRIES LIMITED |
|Goregaon [West] ||SURESH BHAGERIA |
|Mumbai -400062. ||CHAIRPERSON |
|Date: June 26 2020. ||(DIN:00540285) |