Your Directors have great pleasure in presenting the 29th Annual Report together withthe Audited Accounts of the Company for the _nancial year ended March 31 2018.
1. FINANCIAL HIGHLIGHTS:
The following is the highlight of the _nancial performance of the Company during theyear under review.
| || |
(Rs. in Crores)
|Particulars ||2017-18 ||2016-17 |
|Revenue from Operations (net of tax) ||373.31 ||373.46 |
|Other Income ||11.54 ||10.08 |
|Total Income ||384.85 ||383.54 |
|EBITDA ||91.33 ||72.48 |
|Less : Finance Cost ||6.05 ||1.56 |
|Less : Depreciation & Amortisation ||22.88 ||6.04 |
|expenses || || |
|Pro_t before tax ||62.40 ||64.89 |
|Tax Expenses ||22.06 ||21.42 |
|Net Pro_t after tax ||40.34 ||43.46 |
|Other Comprehensive Income (Net of ||(0.07) ||(0.04) |
|tax) || || |
|Total Comprehensive Income after tax ||40.27 ||43.42 |
|Earing per shares of Rs. 5 each (In Rs.) ||18.45 ||23.02 |
2. OPERATIONAL REVIEW:
During the year under review the Company has achieved a revenue of Rs. 384.85 Croresas against Rs. 383.54 Crores in the previous _nancial year. The Pro_t after tax for the_nancial year 2017-18 was Rs. 40.27 Crores as compared to previous year of Rs. 43.42Crores due to higher depreciation of Rs. 22.88 Crores as against previous year of Rs. 6.04Crores which resulted in a decline of 7.1%.
Dyes and Dye intermediates & Chemical Business
The turnover of the company from chemical business amounted to Rs.342.36 Crores asagainst Rs. 344.51 Crores for the previous year. The EBIT from this segment has shown animprovement at Rs. 62.73 Crores as against Rs. 58.59 Crores in the previous year. SolarPower Business The turnover of the company from solar power operations has gone up toRs.24.49 Crores as against Rs. 2.63 Crores for the previous year. The EBIT from thissegment has shown an improvement at Rs. 2.00 Crores as against Rs.0.12 Crores inthe previous year.
3. SCHEME OF AMALGAMATION OF NIPUR CHEMICALS LIMITED WITH THE COMPANY:
The Hon'ble National Company Law Tribunal Mumbai Bench approved the Scheme ofArrangement in the nature of Amalgamation between the Company and Nipur Chemicals Limited(Amalgamating Company) vide its Order dated April 5 2018. Both the Companies have _ledthe said Order with the Registrar of Companies Mumbai on May 3 2018. Consequent upon theScheme became e_ective from May 3 2018 with e_ect from October 1 2016 being theAppointed Date of the Scheme.
by Nipur Chemicals Limited in the Company shall get cancelled on account of crossholdings and the Company is required to allot 5942530 Equity shares to the shareholdersof Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter thePaid-up Capital of the company will increase to Rs. 109110450 (Ten Crore Ninety OneLakh Ten Thousand Four Hundred and Fifty) divided into 21822090 (Two Crore EighteenLakh Twenty Two Thousand & Ninety) equity shares of Rs. 5 each.
Your Company has given e_ect to the Scheme in the Accounts and accordingly the Assetsand the Liabilities of Nipur Chemicals Limited are transferred to and vested in theCompany with e_ect from October 1 2016 being the Appointed Date of the Scheme. Incomeaccruing and expenses incurred by Nipur Chemicals Limited during the period from October1 2016 to 31 March 2018 have been incorporated in the Financial Statements aftereliminating inter-company transactions. The e_ects of these transactions are re_ected inthe Financial Statements.
Your Directors have pleasure in recommending for approval of the Members at its 29thAnnual General Meeting a Dividend of Rs. 5.50/- per share i.e.110% for the year endedMarch 31 2018. If approved at the forthcoming Annual General Meeting it will result inan out_ow of Rs.12 Crores to the Members of the Company in addition to Rs. 2.47 Crores asdividend distribution tax. This will be 25th consecutive year of payment of dividend byyour Company. The Company has not transferred any amount to General Reserve during the_nancial year.
5. CAPITAL STRUCTURE & LIQUIDITY: Authorised Share capital
Upon coming into e_ect of the Scheme the Authorised Share Capital of Nipur ChemicalsLimited (Transferor Company) amounting to Rs. 60000000/- has been added to theAuthorised Share Capital of Bhageria Industries Ltd. (Transferee Company). Hence theAuthorised Capital of the Company has been increased to Rs.140000000/- (Rupees FourteenCrores only) divided into 28000000 (Two Crores Eighty Lakhs) equity shares of Rs. 5/-each.
Issued and paid up Share Capital
The Paid Up Equity Share Capital as at March 31 2018 was Rs. 79627500/-divided into 15925500 Equity Shares having value of Rs.5/- each fully paid up. Duringthe year under review the Company has not issued any shares with di_erential votingrights nor granted any stock options nor sweat equity.
Note: The Company is required to allot 5942530 equity shares to the shareholders ofNipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter thePaid-up Capital of the company will increase to Rs. 109110450 (Ten Crore Ninety OneLakh Ten Thousand Four Hundred and Fifty) divided into 21822090 (Two Crore EighteenLakh Twenty Two Thousand & Ninety) equity shares of Rs. 5/- each.
6. SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any subsidiary or associate companies.
7. BOARD OF DIRECTORS: Re-appointments:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Suresh Bhageria Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible o_ershimself for re-appointment.
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas approved the re-appointment of Mr. Suresh Bhageria as Executive Chairperson Mr. VinodBhageria as Managing Director and Mr. Vikas Bhageria as Jt. Managing Director (Whole-timeDirector) for a period of 3 years with e_ect from April 1 2018 to March 31 2021 subjectto approval of the members at the ensuing Annual General Meeting. Based on evaluations andrecommendations of Nomination and Remuneration Committee and in terms of the provisions ofSections 149 150 152 read with Schedule IV and any other applicable provisions of theAct and the Listing Regulations the Board recommends re-appointment of Mr. Sandeep KumarSingh Mr. Omprakash Anandilal Bubna Dr. Shyam Chandrabhan Agarwal Mr. PradipkumarShankar Dalvi and Mr. Surendra Shriram Gupta as Independent Directors for another term of_ve consecutive years with e_ect from April 1 2019 to March 31 2024 for the approval ofMembers.
8. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act with respect to Directors Responsibility statementit is hereby con_rmed: a) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any; b) that the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of a_airs of the company at the end of the_nancial year and of the pro_t and loss of the company for that period; c) the Directorshad taken proper and su_cient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) the Directors had preparedthe annual accounts on a going concern basis; e) the Directors had laid down internal_nancial controls to be followed by the company and that such internal _nancial controlsare adequate and were operating e_ectively; f) the Directors had devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating e_ectively.
10. KEY MANAGERIAL PERSONNEL:
|Sr. ||Name of Personnel ||Designation |
|No || || |
|1. ||Mr. Suresh Bhageria ||Chairperson |
|2. ||Mr. Vinod Bhageria ||Managing Director |
|3. ||Mr. Vikas Bhageria ||Jt. Managing Director |
|4. ||Mrs. Chandraprabha ||Whole-time Director |
| ||Bhageria || |
|5. ||Mr. Rakesh Kachhadiya ||Chief Financial O_cer |
|*6. ||Mr. Shrinath Tiwari ||Company Secretary |
|**7. ||Mr. Ketan Gaur ||Company Secretary |
*Mr. Shrinath Tiwari resigned from the Company w.e.f. October 31 2017.
**Mr. Ketan Gaur was appointed w.e.f. January 25 2018.
11. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and 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 Nomination and Remuneration Committee and the Listing Regulations. Accordingly theBoard has carried out an evaluation of its performance after taking into considerationvarious performance related aspects of the Board's functioning composition of the Boardand its Committees culture execution and performance of speci_c duties remunerationobligations and governance. The performance evaluation of the Board as a wholeChairperson and Non-Independent Directors was also carried out by the IndependentDirectors in their meeting held on January 25 2018.
Similarly the performance of various committees individual Independent and NonIndependent 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. The Board of Directors expressed itssatisfaction with the performance of the Board its committees and individual directors.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board met 5 (Five) times during the _nancial year. The meeting details are providedin the Corporate Governance Report that forms a part of this Annual Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.
13. AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations 2015and Companies Act 2013 the Company is having an Audit Committee comprising ofIndependent Directors. The Audit Committee was reconstituted on May 4 2018 the Committeeacts in accordance with the terms of reference speci_ed from time to time by the Board.The details of the terms of Audit Committee and other details are explained in theCorporate Governance Report.
14. REMUNERATION & NOMINATION POLICY:
The Board of Directors as per recommendations of the Nomination
& Remuneration Committee has framed a policy which lays down a framework inrelation to remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. The policy lays down the criteria for selection and appointment of BoardMembers. The details of the policy are explained in the Corporate Governance Report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy toreportgenuineconcernsgrievancesfraudsandmismanagements if any. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company(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:
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the _nancial statements provided in this Annual Report. (Refernote no. 48)
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company is having in place a Corporate Social Responsibility (CSR)Committee. As part of its initiatives under CSR the company has contributed funds for theschemes of rural development promotion of education and medical aid. The contribution inthis regard has been made to the registered trust(s) which are undertaking these schemes.The Company has also undertaken schemes in which the amount has been directly spent by theCompany.
The Annual Report on CSR activities is annexed herewith as:
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes a_ecting the _nancial position of the Company betweenthe end of the _nancial year and date of report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no signi_cant and material orders passed by the Regulators or Courts duringthe _nancial year ended March 31 2018. The Hon'ble National Company Law Tribunal MumbaiBench approved the Scheme of Arrangement in the nature of Amalgamation between the Companyand Nipur Chemicals Limited vide its Order dated April 5 2018.
21. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as AnnexureB' and forms an integral part of the Report.
22. 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 Rs.197608/- in respect of _nancial year 2009-10. Further 122400Equity shares were transferred as per the requirements of IEPF rules. The details areavailable on our website www.bhageriagroup.com.
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 hadapproved 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. 48 of the _nancialstatements which 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 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 con_rmed compliance with theCode.
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 22017 and will hold o_ce until the conclusion of the 33rd AGM to be held in 2022 arerecommended for rati_cation of appointment for the Financial Year 2018-19. As requiredunder the provisions of Section 139 of the Companies Act 2013 the Company has obtainedwritten con_rmation from M/s. M R B & Associates that their appointment for the_nancial year 2018-19 would be in conformity with the limits speci_ed in the said Section.
The Report given by M/s. MRB & Associates Chartered Accountants on the _nancialstatements of the Company for the _nancial year 2017-2018 is a part of the Annual Report.There has been no quali_cation reservation or adverse remark or disclaimer in theirReport. During the year under review the 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. Sushilkumar Mantri & Associates CostAccountants as the Cost Auditors to audit the accounts of the Company for the FinancialYear 2018-19 at a remuneration of 85000/- plus GST as applicable and reimbursement of outof pocket expenses. As required under the Companies Act 2013 a resolution seekingmember's approval for remuneration payable to the Cost Auditor forms part of the Noticeconvening the 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 _rm of CompanySecretaries in Practice for the Financial Year 2017-2018. The Report given by theSecretarial Auditors is annexed as Annexure C' and forms an integral part ofthis Board's Report. There has been no quali_cation reservation or adverse remark ordisclaimer in their Report. During the year under review the Secretarial Auditors had notreported any matter under Section 143 (12) of the Act therefore no detail is required tobe disclosed under Section 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 _nancial year ending March 312019. 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 Directors have laid down internal _nancial controls to be followed by your Companyand such policies and procedures adopted by the Company for ensuring the orderly ande_cient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable _nancial information. The Audit Committee evaluates the internal _nancial controlsystem periodically.
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. TheCorporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCerti_cate from the Statutory Auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in SEBI (LODR) Regulations 2015.
31. 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' tothis Report.'
32. 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 a_rms that during the year under review nocomplaints were received by the Committee for redressal.
33. 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.
34. RISK MANAGEMENT POLICY:
The Board of Directors had constituted Risk Management Committee to identify elementsof risk in di_erent areas of operations and to develop policy for actions associated tomitigate the risks.
The Committee on timely basis informed members of Board of Directors about riskassessment and minimization procedures which in the opinion of the Committee may threatenthe existence of the Company. Since the constitution of Risk Management Committee was notmandatory to the Company the Board has dissolved the Committee and taken over theresponsibility of ensuring compliance with the Risk Management policy.
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. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has a_rmed 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.