Your Directors have great pleasure in presenting the 30th Annual Report together withthe Audited Accounts of the Company for the financial year ended March 31 2019.
1. Financial Highlights:
|The following is the highlight of the financial performance of the Company during the year under review. || ||(र in Crores) |
|Particulars ||2018-19 ||2017-18 |
|Revenue from Operations ||462.41 ||373.31 |
|Other Income ||5.29 ||11.54 |
|Total Income ||467.70 ||384.85 |
|EBITDA ||130.20 ||91.33 |
|Less : Finance Cost ||3.80 ||6.05 |
|Less : Depreciation & Amortisation expenses ||22.18 ||22.88 |
|Profit before tax ||104.21 ||62.40 |
|Tax Expenses ||32.70 ||22.06 |
|Net Profit after tax ||71.51 ||40.34 |
|Other Comprehensive Income (Net of tax) ||(0.09) ||(0.07) |
|Total Comprehensive Income after tax ||71.42 ||40.27 |
|Earing per shares of D 5 each (In D) ||32.73 ||18.45 |
2. Operational Review:
During the year under review the Company has achieved a revenue of र 467.70Crores as against र 384.85 Crores in the previous financial year. The Profit aftertax for the financial year 2018-19 was र 71.51 Crores as compared to previous year ofर 40.34 Crores due to better realisations and sales volumes.
Dyes and Dye intermediates & Chemical Business
The turnover of the company from chemical business amounted to र 429.28 Crores asagainst र 348.82 Crores for the previous year. The EBIT from this segment has shownan improvement at र 102.81 Crores as against र 62.73 Crores in the previousyear.
Solar Power Business
The turnover of the company from solar power operations has gone up to र 33.13Crores as against र 24.49 Crores for the previous year. The EBIT from this segmenthas shown an improvement at र 12.08 Crores as against र 2.00 Crores in theprevious year.
During the year under review the Board of Directors in its meeting held on January 212019 had approved payment of Interim Dividend of र 3.75/- per Equity Share (@ 75 %)on 21822090 Equity Shares of the Company of face value of र 5/- each fully paid-upaggregating to र 8.18 Crores in addition to र 1.68 Crores as DividendDistribution Tax.
Your Directors have pleasure in recommending for approval of the Members at its 30thAnnual General Meeting a Dividend of र 2.25/- per share of र 5 each i.e 45 % onPresent Equity Share Capital i.e. र 109110450/- this implies 22.5 % (i.e र1.125/- per share of र 5/- each) on Post-Bonus paid-up equity share capital of र218220900/- arising after 1:1 bonus issue for the year ended March 31 2019. Ifapproved at the forthcoming Annual General Meeting it will result in an outflow of र4.91 Crores to the Members of the Company in addition to र 1.01 Crores as dividenddistribution tax.
The Company has not transferred any amount to General Reserve during the financialyear.
4. Capital Structure & Liquidity:
Authorised Share Capital
The Authorised Capital of the Company as at March 31 2019 was र 140000000/-(Rupees Fourteen Crores only) divided into 28000000 (Two Crores Eighty Lakhs) equityshares of र 5/- each.
Issued and paid up Share Capital
The Paid -up Equity Share Capital as at March 31 2019 was र 109110450 /- (TenCrore Ninety-One Lakh Ten Thousand Four Hundred and Fifty) divided into 21822090 (TwoCrore Eighteen Lakh Twenty-Two Thousand & Ninety) Equity Shares having face value ofर 5/- each fully paid up. During the year under review the Company has allotted5942530 equity shares to the shareholders of Nipur Chemicals Limited in pursuance to theScheme of Amalgamation.
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 2019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
5. Subsidiaries & Associate Companies:
The Company does not have any subsidiary or associate companies.
6. 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 Mrs. ChandraprabhaBhageria Director of the Company retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers herself for re-appointment.
The Board of Directors on the recommendation of Nomination and Remuneration Committeehas approved the re-appointment of Mrs. Chandraprabha Bhageria as a Whole-time Directorfor a period of 3 years with effect from November 01 2019. Her appointment is subject toapproval of members of the Company at the forthcoming Annual General Meeting.
Based on evaluations and recommendations of Nomination and Remuneration Committee andin terms of the provisions of Sections 149 152 read with Schedule IV and any otherapplicable provisions of the Act and the Listing Regulations the Board recommendsre-appointment of Mr. Shashikant Parmanand Tulsian as an Independent Director for a secondterm of five consecutive years with effect from April 1 2020 to March 31 2025 for theapproval of Members.
Further the Board of Directors on recommendation of the Nomination and RemunerationCommittee appointed Mr. Mukund Manohar Chitale as an Additional Director (independentcapacity) with effect from March 25 2019. In terms of Section 161 of the Act Mr. MukundManohar Chitale holds office up to the date of ensuing Annual General Meeting.Accordingly the Board recommends the resolution in relation to appointment of Mr. MukundManohar Chitale as an Independent Director for the approval by the members of the Companyfor a term of five consecutive years commencing from March 25 2019 to March 24 2024.
Brief profile of Mrs. Chandraprabha Bhageria Mr. Shashikant Parmanand Tulsian and Mr.Mukund Manohar Chitale has been given in the Notice convening the Annual General Meeting.
During the year under review Dr. Shyam Chandrabhan Agrawal has resigned from the postof Independent Director of the Company with effect from March 22 2019 due to hispre-occupation and personal reasons. The Board places on record its deep appreciation forthe services rendered by Dr. Shyam Chandrabhan Agrawal during his tenure as Director andMember of various committees of the Board of Directors of the Company.
7. 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 Listing Regulations. In the opinion of the Board the Independent Directorsfulfill the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations.
8. Directors Responsibility Statement:
Pursuant to Section 134 of the Act with respect to Directors Responsibility statementit is hereby confirmed:
a) that in the preparation of the annual accounts the applicable 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.
9. Key Managerial Personnel:
|Sr. No ||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 |
10. Annual Performance Evaluation:
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations thecompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual directors on the basis of evaluation criteria suggestedby the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia. Accordingly the Board has carried out an evaluation of its performance aftertaking into consideration various performance related aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties remuneration obligations and governance etc. The performance evaluationof the Board as a whole Chairperson and Non-Independent Directors was also carried out bythe Independent Directors in their meeting held on January 21 2019.
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 engagement analysis decisionmaking communication and interest of stakeholders etc.
The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.
11. Number of Meetings of the Board of Directors:
The Board met 6 (Six) times during the financial year 2018-19. The meeting details areprovided in the Corporate Governance Report that forms a part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.
12. 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.
13. 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.
14. Vigil Mechanism / Whistle Blower Policy:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company at www.bhageriagroup.com.
15. 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.
16. 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 given in the notes to the financial statements.
17. 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 theCSR Committee please refer to the Corporate Governance Report which is a part of thisreport. The CSR policy is available on www.bhageriagroup.com.
18. 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.
19. Significant and Material orders passed by the Regulators or Courts:
During the year under review The Hon'ble National Company Law Tribunal Mumbai Benchapproved the Scheme of Arrangement in the nature of Amalgamation between the Company andNipur Chemicals Limited vide its Order dated April 5 2018.
20. Extract of Annual Return:
An extract of the Annual Return as of March 31 2019 pursuant to the sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 (1) of the Companies (Managementand Administration) Rules 2014 forming part of the report is annexed as Annexure B'and placed on the website of the Company as per provisions of Section 134(3)(a) availableat www.bhageriagroup.com
21. Investor Education & Protection Fund (IEPF):
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 the 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 the Company has transferred the unclaimed andunpaid dividends of र 223906/- in respect of financial year 2010-11. Further21200 Equity shares were transferred as per the requirements of IEPF rules. The detailsare available on our website www.bhageriagroup.com.
22. 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 to note no. 47 of the financialstatements which sets out related party disclosures pursuant to INDAS-24.
23. 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 foster a culture of accountability and integrity.The Code in accordance with the requirements of SEBI (LODR) Regulations 2015 has beenposted on the Company's website www.bhageriagroup.com.
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
24. 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 2018-2019 is a part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
25. 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.
26. 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 2019-20 at aremuneration of 90000/- 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.
27. 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.
28. Secretarial Audit:
The Secretarial Audit was carried out by M/s. GMJ & Associates a firm of CompanySecretaries in Practice for the Financial Year 2018-2019. The Report given by theSecretarial Auditors is annexed as Annexure C' and forms an integral part of thisBoard'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 312020. The Company has received their written consent that the appointment is in accordancewith the applicable provisions of the Act and rules framed there under.
29. 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.
30. 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 SEBI (LODR) Regulations 2015.
31. 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.
32. Particulars Regarding Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure D' to thisReport.'
33. 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 afirms 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.
34. 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.
35. Particulars of Employees:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureE' & F' to this Report.
36. Afirmation on Compliance of Secretarial Standards:
The Board of Directors of the Company has afirmed 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 10th Floor ||BHAGERIA INDUSTRIES LIMITED |
|Topiwala Centre || |
|Off S. V. Road || |
|Goregaon [West] ||SURESH BHAGERIA |
|Mumbai - 400 062. ||CHAIRPERSON |
|Date: May 29 2019. ||(DIN: 00540285) |