Bhagiradha Chemicals & Industries Ltd.
|BSE: 531719||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE414D01019|
|BSE 00:00 | 06 May||491.15||
|NSE 05:30 | 01 Jan||Bhagiradha Chemicals & Industries Ltd|
|Mkt Cap.(Rs cr)||408|
|Mkt Cap.(Rs cr)||408.15|
Bhagiradha Chemicals & Industries Ltd. (BHAGIRADHACHEM) - Director Report
Company director report
Your Directors have pleasure in presenting the Twenty Seventh AnnualReport of your Company together with the audited Financial Statements for the year ended31st March 2020.
The attached Financial Statements for the year ended 31.03.2020 havebeen prepared in accordance with Indian Accounting Standards ("Ind AS")consequent to the Notification of the Companies (Indian Accounting Standards) Rules 2015issued by The Ministry of Corporate Affairs.
' in lakhs
The sales revenue for the FY: 2019-20 was ' 245.67 Crore as against theprevious year's sales revenue of ' 383.98 Crore in FY: 2018-19.The PAT attributable toshareholders for FY 2019-20 was ' 6.51 Crore as compared to the previous year's PAT of '18.29 Crore.
Transfer to reserves
The closing balance of the retained earnings of the Company for FY2019-20 after all appropriation and adjustments is ' 123.91 Crore.
The paid up capital of the company is ' 83097000/- divided into8309700 equity shares of ' 10/- each. During the financial year the Company has notraised any funds in the form of equity. During the year under review your Company has notissued any further shares. The Company has paid listing fee for the financial year2020-21 to Bombay Stock Exchange where its shares are listed.
Your Directors did not recommend any dividend for the financial year2019-20.
Management Discussion and Analysis
Management discussion and analysis report highlighting the performanceand prospects of the Company's business is provided in a separate section.
Material changes and commitments affecting the financial position ofthe company between the end of the financial year and the date of the report
Impact of COVID-19
During the financial year ended 31.03.2020 the production operationswere shut down for a period of 7 days from the 25th March 2020 in terms of theorders of the district administration in the wake of the COVID-19 pandemic. The operationswere restarted from the 2nd April 2020 after permission was received from theDistrict Collector with instructions to follow the safety guidelines issued by theadministration. However in view of various restrictions in place due to the pandemic theplant has been running at reduced capacity.
Even though our original plans for production and dispatches as perthe orders of our overseas customers received a setback due to reduced production levelsand limited operations of shipping vessels we could still manage to ship someconsignments to our overseas customers in the months of April and May 2020. On thedomestic front too our sales plan was impacted due to the fall in production levels andinitial logistic issues. However there is good demand for our Company's products in thedomestic market and we expect to do better in the remaining quarters of the year.
Thus COVID is likely to have adverse financial implications on ourCompany's performance in Q1 of the current fiscal. Considering the fact that there areplenty of opportunities available for us in the domestic market the outlook for theremaining quarters of the year appears favourable.
Subsidiaries Associates and Joint Ventures
Our Company has no subsidiaries associates or joint ventures.
Directors and Key Managerial Personnel
None of the directors of the company is disqualified under theprovisions of the Companies Act 2013 (Act') or under the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. All Independent Directors have providedconfirmations as provided under section 149(7) of the Act.
Change in Directors:
On the recommendations of the Nomination and Remuneration Committeethe Board appointed Mr. Ketan Chamanlal Budh as a Whole time Director of the Company for aperiod of three years with effect from 14th May 2019.
During the year under review Mr. G.S.VKrishna Rao and Mrs. A. LakshmiSowjanya were appointed as Independent directors in the Annual General Meeting held on09.08.2019.
Mr. S.Chandra Sekhar is being proposed for re-appointment as ManagingDirector for a period of five years.
Mr. D.Sadasivudu is being proposed to continue as a Director as he willbe attaining the age of 75 years by 20th April 2021 in compliance with SEBI(LODR) Regulations 2015 by way of Special resolution.
Key Managerial Personnel ('KMP'):
The Board on the recommendation of the NRC appointed Mr. A.ArvindKumar as Chief Executive Officer of the Company with effect from 14th May2019.
In terms of Section 203 of the Act the following are the KMPs of theCompany:
Mr. S. Chandra Sekhar Managing Director Mr. Ketan Chamanlal BudhWhole time Director (w.e.f 14th May 2019)
Mr. A. Arvind Kumar Chief Executive Officer (w.e.f 14thMay 2019)
Mr. B. Krishna Mohan Rao Chief Financial Officer Mrs. B.N.SuvarchalaCompany Secretary
Meetings of the Board
During the year four meetings of the Board of Directors of the Companywere convened and held in accordance with the provisions of the Act. The date(s) of theBoard Meeting and attendance by the directors are given in the Corporate Governance Reportforming an integral part of this report.
The Company also adopted Governance Guidelines on Board Effectivenesswhich comprises the aspects relating to Composition of Board and Committees Terms ofDirectors Nomination Appointment Development of
Code of Conduct for Directors Effectiveness of Board and Committeesreview and their mandates.
Auditors and Auditors' Report
M/s. S. Singhvi &Co. Chartered Accountants were appointed as thestatutory auditors at the Annual General Meeting held on 27th September 2017for a term of five (5) years from the conclusion of the 24th Annual GeneralMeeting till the conclusion of 29th Annual General Meeting.
The Auditors' report does not contain any qualification reservation oradverse remark.
As per Section 148 of the Act read with the Companies (Cost Recordsand Audit) Rules as amended from time to time the cost records are required to beaudited. Based on the recommendation of the Audit Committee your Board has appointed M/s.Sagar & Associates Cost Accountants Hyderabad as cost auditors for the financialyear 2020-21. Necessary resolution for ratification of their remuneration is being placedfor members' approval.
Pursuant to Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. RPR & Associates Company Secretaries to undertake the secretarialaudit of the Company for the financial year 2019-20. The Secretarial Audit Report in FormMR-3 and Annual Secretarial Compliance Report under Regulation 20A of SEBI(LODR)Regulations 2015 received from them is annexed herewith as Annexure-I.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
The Board of Directors approved the appointment of M/s. RPR &Associates Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for the financial year 2020-21.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act2013 your Directors confirm as under:
I. In the preparation of the annual accounts the applicable accountingstandards read with requirements set out under Schedule III to the Companies Act 2013have been followed and there are no material departures from the same.
II. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of
your Company at the end of the financial year ended 31stMarch 2020 and the Profit of the Company for the year under review.
III. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
IV. The Directors have prepared the annual accounts on a goingconcern' basis.
V The Directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate andoperating effectively.
Extract of the Annual Return
The extract of the Annual Return pursuant to Section 134(3)
(a) and Section 92(3) of the Act read with Companies (Management andAdministration) Rules 2014 in the prescribed form MGT-9 is annexed herewith asAnnexure-II.
Committees of the Board
In compliance with the provisions of Sections 135 177 178 of the Actthe Board constituted Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee and CSR Committee. The details of composition of the Committeestheir meeting and attendance of the members are given in the Corporate Governance Reportforming an integral part of this report.
Nomination and Remuneration Policy
The Board has on the recommendation of Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Senior ManagementPersonnel and their remuneration. The Nomination and Remuneration Policy adopted by theBoard is available on the Company's website at
Evaluation of the Board
Pursuant to the provisions of the Act and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board had carriedout an annual evaluation of the Directors individually and of the committees of the Board.
A structured questionnaire was prepared after taking into considerationinputs received from the Directors covering
aspects of the Board's functioning such as adequacy of the compositionof the Board and its committees execution and performance of specific duties obligationsand governance.
A separate exercise was carried out to evaluate the performance ofIndividual Directors including the Chairman of the Board. The performance of the Directorswas evaluated on parameters such as level of engagement and contribution in safeguardingthe interest of the Company etc.
The performance evaluation of all Directors including the IndependentDirectors was carried out by the entire Board. Further the performance evaluation of theChairman and the Non Independent Directors was carried out by the Independent Directors.
Familiarization Programme for Directors
A handbook covering the role functions duties and responsibilitiesand the details of the compliance requirements expected from the Directors under the Actand relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 201 5 were given and explained to the new Directors.
The newly appointed Directors are given induction and orientation withrespect to Company's Vision Core purpose Core Values and Business operations. Inaddition detailed presentations are made by Senior Management Personnel on businessenvironment performance of the Company at every Board Meeting.
The above initiatives help the Directors to understand the Company itsbusiness and the regulatory framework in which the Company operates and enables theDirectors to fulfill their role/responsibility.
Particulars of loans guarantees and investments
The Company has not given any loans guarantees or security inconnection with loans or made any investments falling within the ambit of Section 186 ofthe Act.
Transactions with the Related Parties
None of the transactions with related parties fall under the scope ofSection 188(1) of the Act. The information on transactions with related parties pursuantto Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules2014 is given in Annexure-III in Form No. AOC-2 and the same forms part of this report.
Transfer of unclaimed shares to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 of the Companies Act 2013all shares in respect of which dividend has not been paid or claimed for seven consecutiveyears or more upto and including the financial year 2006-07
were transferred by the Company in the name of Investor Education andProtection Fund during the financial year 2019-20 and the statement containing suchdetails as prescribed is placed on the website of the Company.
The Company has put in place adequate system of internal controlscommensurate with its size and the nature of its operations. The Company's internalcontrol system covers the following aspects:
Financial propriety of business transactions.
Safeguarding the assets of the Company.
Compliance with prevalent statutes regulations managementauthorization policies and procedures.
The Audit Committee of the Board periodically reviews audit plansobservations and recommendations of the internal and external auditors with reference tothe significant risk areas and adequacy of internal controls and keeps the Board ofDirectors informed of its observations if any from time to time.
During the year the risk assessment parameters were reviewed andmodified. The audit committee reviewed the element of risks and the steps taken tomitigate the risks. In the opinion of the Board there are no major elements of risk whichhave the potential of threatening the existence of the Company.
Deposits from Public
The Company has not accepted any deposits from the public fallingwithin the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014 during the year under review. There are no outstanding deposits ason 31st March 2020.
Particulars of Remuneration
The information required pursuant to Section 197(12) of the Act readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed hereto as Annexure-IV
Conservation of energy Technology absorption Foreign Exchangeearnings & outgo
The particulars as required to be disclosed pursuant to Section134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 aregiven to the extent applicable in the Annexure forming part of this Report enclosed asAnnexure-V.
Corporate Social Responsibility (CSR)
A brief outline of the Corporate Social responsibility (CSR) policy ofthe Company and the initiatives taken
by the Company on CSR activities during the year under review are setout in Annexure-VI of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) rules 2014. the Company's CSR efforts included COVID-19relief activities.
Business Responsibility Report
Pursuant to regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 top 1000 listed companies by marketcapitalization calculated as on March 31 of every financial year are required to includein their Annual Report a Business Responsibility Report describing therein theinitiatives taken by them from environmental social and governance perspectives in theformat prescribed by SEBI. Since the company for the very first time from its inceptionentered into the category of top 1000 listed companies of India by way of its marketcapitalization for the financial year ended 31-03-2020 the same is annexed asAnnexure-VII
The report on corporate governance for the year ended 31stMarch 2020 pursuant to Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed hereto as Annexure-VIII. The certificate frompracticing Chartered Accountant regarding the compliance of conditions of corporategovernance is attached to the report on corporate governance.
There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations.
Prevention of the Sexual Harassment of Women at workplace
The company has a policy on prohibition prevention and redressal ofSexual Harassment of Women at workplace and matters connected therewith or incidentalthereto covering all the aspects as contained under "The Sexual Harassment of Womenat workplace (Prohibition Prevention and Redressal) Act 2013".
During the financial year 2019-20 no complaint was received in thisregard.
Research & Development
The Company lays great emphasis on R&D and intellectual propertydevelopment which forms the core of the business development strategy. All the processtechnologies implemented by the company have been developed in-house in the DSIRrecognized R&D centre. The R&D has developed and mastered a library of reactionsover a period of time which forms the crux for future developments. The swiftness indevelopment and implementation of new
technologies have brought and will continue to bring good business forthe company.
Health Safety and Environment protection
The Company is committed to excellence in safety health environmentand quality management. It accords highest priority to the health and safety of itsemployees customers and other stakeholders as well as to the protection of theenvironment. The management of your Company is focused on continuous improvement in theseareas which are fundamental to the sustainable growth of the Company. During the year theCompany provided family health insurance cover of up to ' 2 lakhs to its employees fromBharthi Axa General Insurance Company.
During the year under review industrial relations remained cordial andstable. The directors wish to place on record their sincere appreciation of theco-operation received from employees at all levels.
The Board of Directors takes this opportunity to place on record theirappreciation for the unstinted co-operation commitment and dedication of all theemployees of the Company and the support extended by the channel partners customersvendors business associates banks government authorities and all concerned. TheDirectors are thankful to the shareholders for their continued patronage.
For and on behalf of the Board of Directors