The Members of Bodal Chemicals Limited
Your Directors have pleasure in presenting the "31st ANNUAL REPORT" on thebusiness and operations of the Company along with the Audited financial statement for theFinancial Year ended 31st March 2017.
Financial Results of the Company for the year under review along with figures of theprevious year are as follows:
| || || || ||Rs. in Million |
| ||Standalone ||Consolidated |
|Particulars ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Total Revenue ||11909.05 ||9218.02 ||12431.27 ||9218.86 |
|Profit before Interest Depreciation and Taxation (EBITDA) ||2319.22 ||1698.43 ||2374.77 ||1685.15 |
|Less: Depreciation ||258.52 ||257.78 ||288.94 ||257.90 |
|Profit Before Interest & Taxation (EBIT) ||2060.70 ||1440.65 ||2085.83 ||1427.25 |
|Less: Finance Cost ||66.34 ||121.99 ||86.91 ||121.99 |
|Profit Before Tax (PBT) ||1994.36 ||1318.66 ||1998.92 ||1305.26 |
|Less: Tax Expenses ||708.24 ||452.67 ||712.46 ||445.39 |
|Less : Minority Interest and Share in Profit of Associates ||- ||- ||0.62 ||- |
|Profit Aer Tax (PAT) ||1286.12 ||865.99 ||1285.84 ||859.87 |
|Addition on Amalgamation with Bodal Agrotech Ltd. ||-49.04 ||0.00 ||0.00 ||0.00 |
|Balance brought forward from previous year ||1450.56 ||913.36 ||1401.08 ||870.01 |
|Amount available for appropriation ||2687.64 ||1779.35 ||2686.92 ||1729.87 |
|Appropriations: || || || || |
|Interim Dividend ||32.73 ||65.47 ||32.73 ||65.47 |
|Dividend Distribution tax ||6.67 ||13.32 ||6.67 ||13.32 |
|Capital Redemption Reserve ||Nil ||250.00 ||Nil ||250.00 |
|Balance carried to Balance Sheet ||2648.24 ||1450.56 ||2647.52 ||1401.08 |
Note: Previous year's figures have been recast whenever necessary
The Financial Year under Review 2016-17
The Financial year 2016-2017 is a successive year in which the Company has posted thehighest ever Net Profit in its history. During the year under review the Company hasachieved another historic milestone by reaching its highest ever Total Revenue of RS.11909.05 million. The Company is commi ed towards expansion of its market share in thedomestic market as well as in the overseas market. The major highlights of financialperformance of the Company for the financial year 2016-2017 are as follows:
Standalone Performance of Company
Total Revenue increased from RS. 9218.02 million to RS. 11909.05 million - increase by29.19%.
Cash Profit for the year stood at RS. 1581.07 million and Cash EPS stood at RS. 14.49.
EBIDTA increased from RS. 1698.43 million to RS. 2319.22 Million. - an increase by36.55%.
Profit before tax increased from RS. 1318.66 million to RS. 1994.36 Million anincrease by 51.24%.
Net Profit stood at RS. 1286.12 Million compared to Net Profit of RS. 865.99 Million anincrease by 48.51%.
Earning per Shares was RS. 11.79
The Company has performed well during the financial year 2016-17 with productivitygains volume growth and sustained margins notwithstanding rise in input costs. TheCompany has absorbed cost increases and yet improved margins with purchasing efficienciesimprovement in manufacturing yield/usage and overall expenditure control.
Bodal Chemicals Limited (BCL)
We believe that Bodal Chemicals Limited is the most integrated Dyestuffs Company inIndia and also the biggest manufacturer of Dye Intermediates in India. The Company'sproduct range covers Dyestuffs Dye Intermediates and Basic Chemicals broadly classifiedunder Specialty Chemicals. It has a unique and integrated product line covering forwardand backward integration to dye intermediates. It contributes about 20% of India'scapacity and about 5% of the world's capacity for Dye Intermediates. Bodal Chemicals hascapacity of manufacturing upto about 25 varieties of Dye Intermediates and upto about 150variants of Dyestuff which are principally used as raw materials in Textiles LeatherPaper & other Dyestuff consuming industries. Out of the total production about 30% isexported to over 50 countries across the world.
Company is listed on BSE Ltd. (Bombay Stock Exchange) and the National Stock Exchangeof India Ltd. (NSE).
The broad areas of operations of the Company are as under:
The Company is a leading manufacturer of Reactive Acid and Direct Dyes. Bodal canmanufacture upto about 150 variants of Dyes products to cater to Textiles Leather andPaper Industry.
Bodal the largest manufacturer of Dye Intermediates in India and among the leadingmanufacturers of Dye Intermediates in the world. The Company can manufacture upto about 25Dyes Intermediates products. These Dyes Intermediates are directly sold as well asconsumed captively for manufacturing different kinds of Dyes.
Bodal is also a manufacturer of other Chemicals like Sulphuric Acid CSA Oleums BetaNapthol and Acetanilide. These Chemicals are used as key raw materials for production ofDye Intermediates which is highly beneficial in terms of improving profitability of theCompany.
Subsidiaries Associates & Joint Ventures
During the period under review Bodal Chemicals had one Subsidiary Company and oneAssociate Company namely S P S Processors Pvt. Ltd. And Trion Chemicals Pvt. Ltd.respectively and pursuant to section 129(3) of the Companies Act 2013 and AccountingStandard-21 issued by the Institute of Chartered Accountants of India ConsolidatedFinancial Statements presented by the Company include the Financial Statements of itsassociates companies and Subsidiaries and form part of this Annual Report. A statementcontaining the salient features of the financial statement of the Company's SubsidiariesAssociates and Joint Ventures is enclosed as Annexure 1 in Form AOC-1 annexed to thisAnnual Report. In terms of provisions of sections 136 of the Companies act 2013 theCompany shall place separate audited accounts of the Subsidiary and Associate Companies onthe website of the Company- www.bodal.com
S P S Processors Pvt. Ltd. (SPS)
S P S Processors Pvt. Ltd. is a company engaged in manufacturing of dye intermediates.The Company has made an investment of RS. 40.9 Million for acquisition of 70% equity stakein S P S Processors Pvt. Ltd which is therefore now a subsidiary company of BodalChemicals Ltd.
S P S Processors Pvt. Ltd. has a manufacturing plant located at Kosi U ar PradeshIndia having running operational capacity to produce 3000 tons per annum (TPA) of H-Acida key Dye Intermediate. The manufacturing plant is a "zero discharge" unit andonly about one and half year old. S P S Processors Pvt. Ltd. also has all necessarypermissions to manufacture Vinyl Sulphone - another key Dye Intermediate as well asDyestuff at the same plant.
With the available permissions the Company has staffed building a 4200 TPA VinylSulphone plant which is estimated to cost about RS. 100 million. The project is expectedto completed in the first half of FY2017-18. This investment will help the Companyincrease its manufacturing capacity of Dye Intermediates by about 25% and consolidate itsposition in the local and global markets of Dye Intermediates and Dyestuff.
Trion Chemicals Pvt. Ltd. (TCPL)
In line with the Company's diversification strategy Bodal Chemicals has made aninvestment of RS. 29 Million in TCPL and had acquired 42% ownership of the Company. Theinvestment in TCPL opens a new line of activity for the Company and enables expansion anddiversification in Specialty Chemicals.
TCPL is producing Specialty chemicals which is a disinfectant algaecide andbactericide mainly for Swimming pools and water treatment; also used as a bleaching agentin the textile industry.
TCPL has commissioned a plant to manufacture Trichloroisocyanuric Acid (TCCA) at Nejanear Khambhat Gujarat. TCCA is a disinfectant - an algaecide and bactericide used mainlyby swimming pools and water treatment plants. It is also used as a bleaching agent by thetextiles industry.
TCPL's TCCA plant is the first plant of this specialty chemical in India. TCPL'sbusiness plan is focused on the US market. It has already secured EPA licence in USA forenvironment protection.
Apart from the above companies Bodal Chemicals Ltd. Does not have any othersubsidiary associate or joint venture company.
Scheme of Arrangement (Amalgamation of Bodal Agrotech Ltd.)
During the financial under review the Hon'ble Gujarat High Court approved a Scheme ofArrangement (Scheme) in the nature of Amalgamation between Bodal Chemicals Limited(Amalgamated Company) and its wholly owned subsidiary company Bodal Agrotech Limited(Amalgamating Company) vide its Order dated 11th November 2016. The Companyhas filed the said Order with the Registrar of Companies on 20th December2016.
Capital Structure & Liquidity Authorised Share Capital
During the year under review upon coming into effect of the above mentioned Schemethe Authorised Share Capital of Bodal Agrotech Limited (Transferor Company) amounting toRS. 30000000/- has been added to the Authorised Share Capital of the Bodal ChemicalsLtd. (Transferee Company). Hence the Authorised Capital of the Company has been increasedto RS. 520000000/- (Rupees Fiy Two Crore Only) divided into 135000000(Thirteen Crore Fiy Lacs only) Equity Shares of RS. 2/- (Rupees Two) each and25000000 (Two Crore Fiy Lacs only) Preference Shares of RS. 10/- (Rupees Ten)each.
Issued and paid up Share Capital
The Issued Subscribed & Paid-up Equity Share Capital of the Company as at 31stMarch 2017 was RS. 218.21 million divided into 109107370 Equity Shares having face valueof RS. 2 each. There was no change in the paid-up Equity Share Capital during thefinancial year under review.
During the year under review your Directors do not propose to transfer any amount tothe General Reserve.
Term Loan and Working Capital
As on 31st March 2017 the Total Debt was RS. 1418.71 million and Cash andCash Equivalents were RS. 38.11 million resulting in Net Debt of RS. 1380.60 million(1424.35 million as on 31st March 2016). Total Debt consisted of RS. 1411.52 million ofworking capital loans and RS. 7.19 million of long term loans including long term loansmaturing within 12 months of the balance sheet date.
Based on the recent developments at the Company as well as its operational andfinancial performance Credit Analysis & Research Ltd (CARE) has upgraded the creditof the Company as follows:
|Type of Credit Rating ||Revised Rating ||Earlier Rating |
|Rating for Long-Term ||CARE A; Stable ||CARE A- |
|Bank Facilities ||[Single A; Outlook: Stable] ||[Single A Minus] |
|Rating for Short Term ||CARE A1 [A One] ||CARE A2+ |
|Bank Facilities || ||[A Two Plus] |
Symbols Rating Definition (source from www.careratings.com)
CARE A Instruments with this rating are considered to have adequate degree of safetyregarding timely servicing of financial obligations. Such instruments carry low creditrisk.
CARE A1 Instruments with this rating are considered to have very strong degree ofsafety regarding timely payment of financial obligations. Such instruments carry lowestcredit risk.
During FY 2016-17 the Company declared Interim Dividend of RS. 0.30 Per share (or 15%of face value RS. 2) which will absorb RS. 39.40 million including dividend distributiontax of RS. 6.67 million. Further Final Dividend of RS. 0.50 (or 25% of face value RS. 2)per share absorbed RS. 65.66 million including dividend distribution tax of RS. 11.11million.
During FY 2015-16 the Company declared 2(two) Interim Dividends of RS. 0.20 per share(or 10% of face valueRS. 2) and RS. 0.40 per share (or 20% of face value RS. 2). The TotalDividend for the financial year including the two interim dividends amountee to RS. 0.60per equity share and absorbed RS. 78.79 million including dividend distribution tax ofRS. 13.32 million.
Transfer of Amount to Investor Education & Protection Fund (IEPF)
Section 124 of the Companies Act 2013 mandates that companies shall transfer dividendthat remain unclaimed for a period of seven years from the unpaid dividend account to theInvestor Education and Protection Fund (IEPF). Un-claimed dividend which has beentransferred to IEPF has been disclosed in the Corporate Governance report forming part ofDirectors Report
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Companyon the Company's website- www.bodal.com
During the financial year 2017 Bodal chemicals incurred capital expenditure of RS.309.03 million. This expenditure was mainly towards improvement in production facilitiesimplementation of be er technology and regular maintenance capex. This expenditure wasalso towards be erment of Effluent Treatment Plant and purchase of new equipments atLaboratory.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Sections186 of the Companies Act 2013 are given in the Notes to Accounts that form part of thisAnnual Report.
Public /Fixed Deposits
The Company has not accepted any deposit during the financial year under review. Therewere no deposits remaining unpaid/ unclaimed as at the end of the financial year 2016-17and as such no amount of principal or interest was outstanding as on the date of thebalance sheet.
Listing of Securities
Bodal Chemicals has 109107370 Equity Shares of RS. 2 each fully paid listed on theNational Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company confirms thatit has paid annual listing fees for the financial year 2017-18 to both the Exchanges wherethe Company's equity shares are listed.
Directors and Key Managerial Personnel
Directors' Appointment Retirement and Resignation
Bodal Chemicals has 7(Seven) Directors including 3(Three) Executive Directors and4(Four) Independent Directors.
On the recommendation of the Nomination and Remuneration Committee Mr. Nalin Kumar(having DIN:03060741) was appointed as an Additional Director of the Company with effectfrom 13th February 2017. In accordance with Section 161 of the Companies Act 2013 Mr.Nalin Kumar will hold office upto the date of the forthcoming AGM of the Company and beingeligible offers his candidature for appointment as a Director accustomed to act as anIndependent Director on the Board of the Company for 5 years w.e.f. 13th February 2017.Your approval for his appointment as Director has been sought in the Notice convening theforthcoming AGM of the Company.
On the recommendation of the Nomination and Remuneration Committee Mrs. Neha Huddar(having DIN: 00092245) was appointed as an Additional Director of the Company with effectfrom 10th May 2017. In accordancewithSection161oftheCompaniesAct2013Mrs.NehaHuddar(having DIN: 00092245) holds office upto the date of the forthcoming
AGM of the Company and being eligible offer her candidature for appointment asDirector accustomed to act as Independent Woman Director on the Board of the Company for5 years w.e.f. 10th May 2017. Your approval for her appointment as Director has beensought in the Notice convening the forthcoming AGM of the Company.
Mr. Sunil K. Mehta (having DIN: 01736527) Independent Director resigned from the postof Director (Independent) of the Company with effect from 11th February 2017and the Board of Directors took note of the same at the Board Meeting held on 13thFebruary 2017. The Board of Directors place on record their deep appreciation of thevaluable guidance and immense contribution made by Mr. Sunil K. Mehta during his tenureas Independent Director of the Company.
Mrs. Kajal R Soni (having DIN: 06926972) Independent (woman) Director resigned fromthe post of Director (Independent) of the Company with effect from 11thFebruary 2017 and the Board of Directors took note of the same at the Board Meeting heldon 13th February 2017. The Board of Directors place on record their deep appreciation ofthe valuable guidance and immense contribution made by Mrs. Kajal R. Soni during hertenure as Independent Director of the Company.
Mr. Bhavin S. Patel Executive Director retires by rotation at the ensuring AnnualGeneral Meeting. He being eligible offers himself for reappointment. None of theDirectors of the Company are disqualified from being appointed as Directors as specifiedunder Section 164 of the Companies Act 2013. Details of all the Directors have beencovered in the Corporate Governance Report which forms a part of the Annual Report.
For the perusal of Shareholders a brief resume all the above Directors nature oftheir expercise their shareholding in the Company and other required details are given inthe section of the Corporate Governance Report which forms a part of the Directors'Report in the Annual Report.
Declaration by Independent Directors
The Company has received declaration from all Independent Directors that they meet theCriteria of Independence as laid down in Section 149 (6) of the Companies Act 2013 andregulations 27 (2) of the SEBI (LODR) regulations 2015 (Listing regulations). There wereno pecuniary transactions entered into with the Independent Directors apart from si ingfees.
Familiarization Programme for Independent Directors:
The Company has an ongoing programme where Directors in the course of meetings of theBoard of Directors give information about developments and amendments in legal andregulatory areas which include mandatory disclosures and fair disclosures stated underSEBI (LODR) Regulations 2015 (herein referred to as "Listing Agreement")Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them toeffectively discharge their roles rights and responsibilities in the Company.
Details of the same are available on the website of the Company- www.bodal.com
Diversity of The Board
The Company recognizes and embraces the benefit of having a diverse Board of Directorsand views increasing diversity at the Board level as an essential element in maintainingcompetitive advantage in the Business in which it operates. This Policy can be accessedfrom the Company's website-www.bodal.com
During the year under review 6(six) meetings of the Board of Directors were held.Details of the Composition of the Board and its committees and meetings held and a endanceof the Directors at such Meetings and other relevant details are provided in the CorporateGovernance Report.
Meeting of Independent Directors
The Independent Directors of the Company met separately on 02nd February 2017 withoutthe presence of Non-Independent Directors and the members of management. In accordancewith the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the following ma ers were inter-aliadiscussed in the meeting:
Review the performance of Non-Independent Directors and the Board as a whole
Review the performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non Executive Directors.
Assess the quality quantity and timelines of flow of information between the Companymanagement and the Board that is necessary for the Board Members to effectively andreasonably perform their duties
Board's Annual Evaluation
In terms of the requirements of the Companies Act 2013 and the Listing Regulationsthe Board carried out the annual performance evaluation of the Board as a whole BoardCommittees and the Directors. The Evaluation framework adopted by the Board is set out inthe Corporate Governance Report.
Key Managerial Personnel (KMP)
During the Financial year 2016-17 the Company designated the following personnel asKMPs as per the definition under section 2(51) and Section 203 of the Act:
|Sr. No ||Name of KMPS ||Designation |
|1 ||Mr. Suresh J. Patel ||Chairman & Managing Director |
|2 ||Mr. Bhavin S. Patel ||Executive Director |
|3 ||Mr. Ankit S. Patel ||Executive Director |
|4 ||Mr. Mayur B. Padhya ||Chief Financial Officer |
|5 ||Mr. Ashutosh B. Bha ||Company Secretary |
Remuneration of Directors and KMP
Pursuant to the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014 disclosures pertaining to remuneration of Managerial employees aStatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules is a ached as Annexure 2 which forms partof this Report.
The Company has in place a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and the Listing Regulations which isexplained in the Corporate Governance Report which forms a part of the this Report.
Your Directors recommend as identified and suggested the Audit Committee of Companyto appoint M/s Deloi e Haskins & Sells LLP (FRN No. 117366W/W-100018) as statutoryAuditor of the Company for FY 2017-18 subject to approval of the Members of the Companyto hold office from the conclusion of the Thirty First (31st) Annual General Meeting untilthe conclusion of the Thirty Second (32nd) Annual General Meeting of the Company in placeof the retiring auditors M/s Mayank Shah and Associates.
The Company has received a certificate from the Auditors stating that theirappointment if made will be within the limit specified under Sections 139 and 141 of theCompanies Act 2013.
Further tenure of M/s Mayank Shah and Associates Chartered Accountants (FirmRegistration No.; 106109W) Statutory Auditors of the Company is going to expire from theconclusion of the 31st Annual General Meeting of the Company. Under theCompanies Act 2013 they are not eligible to be reappointed to work as Auditor of theCompany as a cooling period is required.
The report of the Statutory Auditors along with Notes to Schedules is enclosed withthis Report. The Auditor's Comments on the Company's Accounts for the financialyear ended on 31st March 2017 are self explanatory in nature and do not require anyexplanation as per provisions of Section 134 of the Companies Act 2013. The Auditor'sReport does not contain any qualification reservation or adverse remark.
M/s. Rashmin R. Patel & Co. Chartered Accountants (FRN: 132265W) Ahmedabad areInternal Auditors of the Company. Internal Auditors are appointed by the Board ofDirectors of the Company on a yearly basis based on the recommendation of the AuditCommittee. The Internal Auditors reports their findings on the internal audit of theCompany to the Audit Committee on a quarterly basis. The scope of internal audit isapproved by the Audit Committee.
Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. TapanShah practicing Company Secretary as a Secretarial Auditor to conduct Secretarial Auditof the Company for the financial year 2017-18.
The Report of Secretarial Auditor for the financial year 2016-17 is set out asAnnexure-3 and it forms a part of this Report.
Pursuant to Section 148 of the Companies Act 2013 the Central Government hasprescribed cost audit related to the Company's product Dyes Intermediates and Dyes. Basedon this requirement and the recommendation made by the Audit Committee the Board ofDirectors have appointed M/s. Kiran J. Mehta & Co. Cost Accountants Ahmedabad asthe Cost Auditor for the Financial Year 2017-18. The Company has received a wri en fromCost Auditors stating that their re-appointment if made would be within the prescribedlimits under sections 141 of the Companies Act 2013. The Cost Audit report for thefinancial year 2016- 2017 has been filed within the prescribed time limits. The CostAuditor's Report does not contain any qualification reservation or adverse remark.
Management Discussion & Analysis
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the financial year under review is presented in a separate sectionforming part of the Annual Report.
Bodal Chemicals Ltd. is commi ed to ensuring the highest levels of ethical standardsprofessional integrity corporate governance and regulatory compliance. The Companyunderstands and respects its fiduciary duty to all stakeholders and strives to meet theirexpectations. The core principles of independence accountability responsibilitytransparency fair and timely disclosures serve as the basis of the Company's approach toCorporate Governance.
A Separate Section on Corporate Governance forming part of the Director's Report andthe certificate from the Practising Chartered Accountants confirming compliance of theCorporate Governance norms as stipulated in the Listing regulations is included in theAnnual Report.
Industrial Relations & Human Resources
Industrial relations at all divisions of your Company have always been cordial andcontinue to be so. Your Directors wish to place on record their appreciation for theco-operation received from employees at all levels.
Bodal Chemicals Ltd. values its employees. We trust our employees to do the right thingand this approach forms the core foundation of all people related initiatives. To educateall team members we have continuously improved our induction programme in which we Covercompany policies special safety induction and also brief new team members about theCompany's history.
As we are growing vertically as well as horizontally in business which requires lotsof skill development we are continuously working on development of the in our team. Weare also working on new expansions where we are bringing new technology which requirestechnical knowledge for this we are working on two fronts one to bring new technicalexpercs from outside onboard and second working on the skill development of existing teammembers where we use class room training and on-the-job training platforms.
From this year we have staffed celebrating Safety Week with the full participation ofteam members from all the departments by organizing quiz competition poster drawingspeech competition display of different PPEs with its demonstration and awareness and byinviting external trainer for imparting training. Being a chemical company we are keenlyaware about the environment and by keeping this in mind we continuously spread awarenessabout the same among our team members and annually we celebrate the "WorldEnvironment Day"
Material Changes and Commitments
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
Extract of The Annual Report
In terms of provisions of Section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of Companies (Management and Administration) Rules 2014 the extracts of theAnnual Return of the Company in Form MGT-9 is annexed herewith as Annexure-4 to thisAnnual Report.
The Company has undertaken various environment friendly measures in its different Unitsfor promoting a be er environment. The Company has in place adequate pollution controlequipment and all the equipment is in operation.
Safety & Wellbeing of Woman at Work Place
Bodal Chemicals Ltd. has taken various initiatives to ensure a safe and healthyworkplace for its women employees. The Company has zero tolerance of sexual harassment atthe work place and is fully compliant with the prevailing laws on the prevention of sexualharassment of women at the workplace. As per the provisions of Sections 21 and 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013the Report on the details of the number of cases filed under sexual harassment and theirdisposal is as under:
|Sr. No. ||Complaints Under Sexual Harassment (From 01-04-2016 To 31-03-2017) ||Status |
|1 ||Number of Complaints/C ases pending as at the beginning of FY 2016-17 i.e.01-04-2016 ||NIL |
|2 ||Number of Complaints/ Cases filed during the year (from 01-04-2016 to 31-03-2017) ||NIL |
|3 ||Number of Complaints/ Cases as at the end of FY 2016-17 i.e.31-03-2017 ||NIL |
Vigil Mechanism and Whistleblower Policy
The provisions of Section 177(9) and (10) of the Companies Act 2013 mandates everylisted company to establish vigil mechanism for Directors and employees. Bodal ChemicalsLtd. has adopted a Whistle Blower Policy as part of vigil mechanism to provideappropriate avenues to all the employees of the Company to raise their concerns relatingto fraud malpractice or any other activity or event which is against the interest of theCompany or society as a whole. Details of complaints received and the action taken arereviewed by the Audit Committee.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee fromtime to time. None of the Company's personnel have been denied access to the AuditCommittee. The Whistle Blower policy is available on the Company's website www.bodal.com
Annual Accounts of Subsidiary & Associate Companies
The Accounts of the Subsidiary & Associate Companies for the financial year endedon 31st March 2017 will be made available to any shareholder of the Company on requestand will also be available for inspection at the registered office of the Company duringworking hours till the date of the Annual General Meeting. The salient features of theFinancial Statements the Subsidiary and Associate companies are given in Annexure 1 ofthis Report.
Conservation of Energy Research & Development (R&D) Technology Absorption& Foreign Exchange Earnings & Outgo
The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under section 134(3) of the Companies Act 2013 read with Rule 8 ofCompanies (Accounts of Companies) Rules 2014 is annexed as Annexure-6 to this Report.
Risk Management & Internal Control
The Company has a Risk Management framework to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. Further details are set out in the ManagementDiscussion and Analysis Report forming part of the Directors' Report.
The Company deploys robust system of internal controls commensurate to the size of theCompany and the complexities of its operations. These systems facilitate fair presentationof our financial results in a manner that is complete and reliable ensure adherence toregulatory and statutory compliances and safeguards investor interest by ensuring thehighest level of governance and consistent communication with investors.
The Internal Auditors of the Company conduct financial compliance and processimprovement audits each year. The Audit Committee oversees the scope and evaluates theoverall results of these audits and members of that Committee regularly a end meetings ofBoard of Directors. The Audit Committee also reviews the adequacy and effectiveness of theinternal control system and invites functional Directors and senior management personnelto provide updates on operating effectiveness and controls from time to time. A CEO andCFO Certificate forming part of the Corporate Governance Report confirms the existenceand effectiveness of internal controls and reiterates their responsibilities to reportdeficiencies if any to the Audit Committee and rectify the same.
Particulars of Loans Guarantees and Investments
During the year the Company had not provided any corporate guarantee on behalf ofothers.
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statements.
Corporate Social Responsibility
As part of its Initiative under "Corporate Social Responsibility" theCompany is contributing to sustainable development by its economic activities combinedwith the fulfillment of its social responsibilities of education health safety watersanitation sports rural development and environment aspects.
Further in compliance with Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility policy) Rules 2014 the Company has constituted aCorporate Social Responsibility ("CSR") Committee and statutory Disclosures withrespect to CSR Committee and annual report on CSR Activities is set out as Annexure 5 andforms part of this Report.
Related Party Transactions
All the related party transactions that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with the PromotersDirectors Key Managerial Personnel or other designated persons which may have potentialconflict with the interest of the company at large.
All related party transactions are placed before the Audit Committee as also the Boardfor approval. The Company has developed a Related Party Transaction Policy for the purposeof identification and monitoring of such transaction. The Related Party Transaction policyis placed on the Company's website- www.bodal.com.
Particulars of Contracts or arrangements with Related Parties referred to in section188 (1) of the Companies Act 2013 are disclosed in Form AOC-2 as Annexure-7
The Company's assets are adequately insured.
Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 the Directors to the best of theirknowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the Directors have 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 at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the Directors have 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 have prepared the annual accounts for the financial year ended on31st March 2017 on a going concern basis; and
(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and.
(f) the Directors have devised proper systems to ensure compliance with provisions ofall the applicable laws and that such systems were adequate and operating effectively.
The Board of Directors would like to place on record their sincere appreciation toCentral & State Governments regulatory authorities such as SEBI Stock Exchanges andRegistrar for their guidance and co-operation. The Board would also like to thank theinvestors and bankers for their continued support during the year. We also take thisopportunity to thank all our valuable customers and vendors for their partnership with us.Your Directors also acknowledge all the employees for their dedicated service.
| ||For and on behalf of the Board |
| ||Suresh J. Patel |
|Date: 24th August 2017 ||Chairman & Managing Director |
|Place: Ahmedabad ||(DIN: 00007400) |