THE MEMBERS OF
BOHRA INDUSTRIES LIMITED
Your Directors takes pleasure in presenting the Twenty First (21st) AnnualReport on the business and operations of the company together with the Audited Statementof Accounts for the financial year ended March 31 2017:
1 Financial summary or highlight s / Performance of the Company (Standalone)(Rs. In 00000)
|PARTICULARS ||2016-17 ||2015-16 |
|Sales (Including other income) ||10180.08 ||11299.69 |
|Profit before Interest Tax &Depreciation ||1463.47 ||1464.80 |
|Interest and Financial Charges ||765.51 ||774.60 |
|Depreciation ||107.66 ||105.79 |
|Profit/ Loss before Tax ||590.30 ||584.41 |
|Transfers to Reserves ||395.13 ||451.21 |
2 Brief description of the Company's working during the year/State of Company's affair
a) About Initial Public Offer
Your company offer 45 72000 equity shares of face value of Rs. 10 each fully paid ofthe company for cash at price of Rs. 55/- per Equity Share (including a share premium ofRs. 45 per equity share) aggregating Rs. 251460000/- to the Public. Issue opened fromThursday March 23 2017 to Monday March 27 2017. The overall issue was oversubscribedby 3.23 times. After the Issue the total no. of Equity Shares were 1 5241013 of facevalue of Rs. 10/- each.
Company's Shares will be Listed on the EMERGE platform of National Stock Exchange ofIndia (NSE EMERGE)/ In pursuance of regulation 3/1/1 of the National Stock Exchange(capital Market) Trading Regulations Part A it is hereby notified that the list ofsecurities further admitted to dealings on the National Stock Exchange (Capital Marketsegment) EMERGE SME Platform w.e.f. April 05 2017.
Your company proposes to utilize the funds which are so raised towards funding thefollowing objects:
1. Purchase of Machinery and Equipment for SSP expansion;
2. Working Capital requirement; and.
3. General corporate purpose.
Your Company believes that the listing of Equity Shares will enhance the company'scorporate image brand name and create a public market for our Equity Shares in India.
b) Company's working during the year
Your company has successfully completed its sixteenth year of operations. Company hasset up vast marketing network in all over the Country and at present operating inseventeen states across the Country. In addition to the above company have entered intomarketing tie up with large marketers like Rashtriya Chemicals and Fertilisers Limited inthe states of Punjab Haryana Madhya Pradesh Chhattisgarh Odisha West BengalRajasthan and Uttar Pradesh.
3 Future Plans of Company
EXPANSION AND DIVERSIFICATION PLANS:
With the growing demand of fertilizers the Company is planning to expand its existingcapacities of Single Super Phosphate (SSP) from 400 MT to 1000 MT per day anddiversify into new products like Triple Super Phosphate (TSP) fertilizer FoodGrade Phosphoric Acid and Nitrogen Phosphorus Potassium (NPK) fertilizers(minutiae below). The Company has successfully carried out & completed GranulatedSingle Super Phosphate (GSSP) capacity expansion from 200 TPD to 300 TPD.Triple Super Phosphate (TSP) is a new fertilizer and is presently not manufactured inIndia at large scale which will give the company a first mover advantage. The food gradephosphoric acid is almost 100% imported and any production would be easily saleable.Moreover Tieups are already in place for technology transfer detail designing processengineering and automation with renowned international consulting company. All thegovernment approvals and permissions are in stand for the above expansion plan.
|Sr. No. ||Product Name ||Existing Capacity (TPD) ||Proposed Capacity (TPD) ||Total Capacity (TPD) |
|1 ||Powder Single Super Phosphate(SSP)/NPK ||400 ||600 ||1000 |
|2 ||Triple Super Phosphate (TSP) ||- ||150 ||150 |
|3 ||Phosphoric Acid ||- ||160 ||160 |
4. Change in the nature of business (if any)
There has been no change in nature of business of the Company during the financialyear.
Though the Company earned profit of Rs. 590.30 Lakhs (Net of Taxes) but to converse theresources for ongoing/planned projects/expansions your Directors have decided not torecommend any dividend for the year.
6. Details in respect of frauds if any
No fraud has been reported by auditors under section 142(12) of the companies act 2013.
7. Directors and Key Managerial Personnel
a) Changes in the Board of Directors
Mr. Chandra Prakash Agrawal (DIN 01433245) reappointed w.e.f. 24.01.2017 asIndependent Director for a period of 5 consecutive years and Mr. Deepak Babel (DIN03320024) re-designated w.e.f. 24.01.2017 as Professional non executive director of thecompany Liable to retire by rotation.
b) Director appointed during the year
Mrs. Sandhya Bhatia Kumar (DIN 07620288) appointed as Woman Independent Director ofthe company w.e.f. 11.01.2017. c) Retire by Rotation
Mr. Deepak Babel(DIN 03320024) Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for re-appointment.
d) Chief Financial Officer
As per section 2 (19) & Section 203 read with rule made there under and otherapplicable provisions of the Companies Act 2013 Mr. Nand Kishore Goyal appointed as ChiefFinancial Officer of the company with effect from 14.01.2017.
e) Company Secretary & Compliance Officer
Mrs. Priyanka Jain Company secretary of the company appointed as Compliance Officerw.e.f. 17.12.2016. The company has designated the email id firstname.lastname@example.org enable stakeholders to email their grievances.
8. Distribution of Shareholding by size as on March 31 2017
|No. of Shares held ||No. of Shareholders ||% to total no. of Shareholders ||No. of Shares ||% to total no. of Shares |
|1-2000 ||1377 ||95.89 ||2752001 ||18.06 |
|2001-5000 ||12 ||0.84 ||48000 ||0.31 |
|5001-10000 ||10 ||0.70 ||80000 ||0.52 |
|10001-20000 ||16 ||1.11 ||236000 ||1.55 |
|20001-50000 ||2 ||0.14 ||68000 ||0.45 |
|Above 50001 ||19 ||1.32 ||12057012 ||79.11 |
|Total ||1436 ||100.00 ||15241013 ||100.00 |
9. Remuneration of Directors
Sitting fees paid to Independent directors
Details of sitting fees paid to the independent Directors for attending the Board &Committee meetings held during the year ended March 31 2017 are given below. These arewithin the limits prescribed under the Companies Act 2013:
|Name ||Sitting Fees (Rs.) |
|Mr. Deepak Babel (upto 23.01.2017) ||6500 |
|Mr. Satyanarayan Maheshwari ||15000 |
|Mr. Chandra Prakash Agrawal ||15000 |
|Mrs. Sandhya Bhatia Kumar (from 11.01.2017) ||5500 |
During the year Twenty Two (22) board meetings one remuneration committee meeting oneindependent director's meeting one CSR committee meeting and two audit committee meetingswere convened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 .
|Directors Name ||Meeting Attended |
| ||Board Meeting ||Remuneration Committee Meeting ||Independent Director Meeting ||CSR Committee Meeting ||Audit Committee Meeting |
|Mr. Hemant Kumar Bohra ||22 ||-- ||-- ||01 ||02 |
|Mr. Sunil Bhandari ||22 ||-- ||-- ||-- ||-- |
|Mr. Chandra Prakash Agrawal ||03 ||01 ||01 ||01 ||02 |
|Mr. Satyanarayan ||03 ||01 ||01 ||01 || |
|Maheshwari || || || || || |
|Mrs. Sandhya Bhatia Kumar ||01 ||-- ||-- ||01 ||01 |
|Mr. Deepak Babel ||02 ||-- ||-- ||-- ||01 |
11. General Body Meetings
a) Details of the AGM held during the preceding 3years are given below:
|S.No. ||Annual General meeting ||Date ||Time ||Venue |
|1. ||18th ||30th September 2014 ||3.00 P.M. ||Registered Office |
|2. ||19th ||24th August 2015 ||3.00 P.M. ||Registered Office |
|3. ||20th ||30th September 2016 ||3.00 P.M. ||Registered Office |
b) Postal Ballot
No resolution was passed through Postal Ballot during the Financial Year 2016-17.
12 Declaration by an Independent Director(s)
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
13 Independent Directors Meeting
During the year under review the Independent Directo rs met on January 25 2017 interalia to discuss:
Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
Two Independent Directors present at the meeting were Mr. Chandra PrakashAgrawal and Mr. Stayanarayan Maheshwari .
14. Company's policy relating to directors appointment payment of remuneration anddischarge of their duties
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy relating to appointment of Directors payment of Managerial remunerationDirectors' qualifications positive attributes independence of Directors and otherrelated matters as provided under Section 178(3) of the Companies Act 2013.
15. Directors' Responsibility Statement
Pursuant to the requirement of section 134 (5) of the Companies Act 2013 correspondingto section 217(2AA) of the Companies Act 1956 with respect to Directors' ResponsibilityStatement it is hereby confirmed that.
In preparation of the Annual Accounts applicable Accounting Standards asspecified by the Institute of Chartered Accountants of India have been followed. There areno material departures from the prescribed accounting standards except where otherwisestated in the notes to the accounts.
Such Accounting Policies have been selected and applied consistently subject todeviations stated in the notes to the accounts and such adjustments and estimates havebeen made for preparation of accounts that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial yearended on 31st March 2017 and Profit of the Company for the year.
Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 tosafeguard the assets of the Company and to prevent fraud and irregularities.
The directors had prepared the annual accounts on a going concern basis; and
The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
16. Explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made
1) By the auditor in his report; and
The report of the auditors is self explanatory and do not required any othersignificant comment thereon.
2) By the company secretary in practice in his secretarial audit report;
As per Section 204 of the Companies Act 2013 the requirement of secretarial audit isnot applicable on the Company.
17. Particulars of loans guarantees or investments under section 186
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
18. Particulars of contracts or arrangements with related parties:
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. Form AOC-2 asANNEXURE III is furnished.
19. Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report is furnished as ANNEXURE I
20. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report No material changes andcommitments affecting the financial position of the Company occurred between the end ofthe financial year to which these financial statements relate and as on the date of thisreport.
21. Transfer of Unclaimed dividend to Investors education & Protection Funds
Since there was no unpaid / unclaimed Dividend declared the provisions of Section 125of the Companies Act 2013 in respect of transfer of funds to the Investor Education andProtection Fund do not apply.
22. Conservation of energy technology absorption and foreign exchange earnings andoutgo The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:
ENERGY CONSERVATION TECHNOLOGY ABSORPTION:
From the very beginning the Company is extremely energy efficient because of investmentmade in high efficiency motors duly operated by various frequency drives which gives anedge over other competitors for lesser electricity consumption PMT. Company has alreadyadopted a technology which eliminates usage of heavy fuel for hot air generation byreplacing pulverized coal usage for the same. This replacement of fuel has a substantialadvantage for drying rock phosphate besides drying slurry which comes out from granulator& is dried through hot air process consuming grinded coal.
Company was the first processing plant using state of art PLC (Programmable LogicController) based automation system duly supplied hardware and integrated software bySiemens system house which has given paramount difference in quality of productioncomparing to other manufacture .
FOREIGN EXCHANGE EARNINGS AND OUTGO:
1. Inflow/Earning During the financial year 2016-17 there was noinflow of foreign exchange.
2. Outflow of foreign exchangeOutflow equivalent to 14.87 lakhs during F.Y.2016- 17 in respect of expenses incurred on foreign travel by employees .
23. Risk Management Policy
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wise approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework. The Company's riskmanagement programme comprises of a series of processes structures and guidelines whichassist the Company to identify assess monitor and manage its business risks includingany material changes to its risk profile. To achieve this the Company has clearly definedthe responsibility and authority of the Company's Board of Directors to oversee and managethe risk management programme while conferring responsibility and authority on theCompany's senior management to develop and maintain the risk management programme in lightof the day to day needs of the Company. Regular communication and review of riskmanagement practices provide the Company with important checks and balances to ensure theefficiency of its risk management programme. However company is governed by the rules andregulations framed and imposed by the Governments and day to day changes would have impacton the functioning of the company.
24. Corporate Social Responsibility (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall be made.
a) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
As per section 135 of Companies Act 2013 all the companies having net worth of Rs.500 crores or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 croreor more during any financial year will be required to constitute corporate socialresponsibility (CSR) committee of the board of directors comprising three or moredirectors at least one of whom will be an independent director.
Aligning with the guidelines we have constituted a committee comprising of Mr. HemantKumar Bohra (Chairman & Managing Director) being the Chairman of the Committee Mr.Satyanarayan Mah eshwari (Independent Director) Mr. Chandra Prakash Agrawal (IndependentDirector) and Mrs. Sandhya Bhatia Kumar (Independent Director) being the members of theCommittee. The committee is responsible for formulating and monitoring the CSR policy ofthe Company.
The Annual Report on Company's CSR activities of the Company is furnished in AnnexureII and is attached to this report. Further for F.Y. 2014 -15 & F.Y. 2015 -16 CSRunspent amount company may look forward to spend the eligible funds in coming financialyear.
25. Nomination & remuneration Committee
In compliance with Section 178 of the Act read along with the applicable Rules theretothe Board has constituted the "Nomination and Remuneration Committee" comprisingof Mr. Satyanarayan Maheshwari (Non-executive Director) Mr. Hemant Kumar Bohra (Chairman& managing Director) Mr. Chandra Prakash Agrawal (Non- executive Director) and Mrs.Sandhya Bhatia Kumar (Non- executive Director).
The objective of this Policy is to lay down a framework and set standards in relationto nomination remuneration and evaluation of Directors Key Managerial Personnel (KMP)and such other senior management personnel as may be prescribed so as to achieve a balanceof merit experience and skills in the organization.
The terms of reference of the Committee inter alia include the following:
a) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to the level andcomposition of remuneration of the directors key managerial personnel and otheremployees; b) Formulation of criteria for evaluation of independent directors and theBoard; c) To ensure that the relationship of remuneration to performance is clear andmeets appropriate performance benchmarks; d) Devising a policy on Board diversity; and e)Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.
26. Names of Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Company
|Name of Company ||CIN ||Nature of Relationship ||Section |
|Bohra Infra Agro Limited ||U24123PN2013PLC146311 ||Ceased to be Associate Company ||2(6) |
Section 129(3) of the Companies Act 2013 establishes the requirement forconsolidated financial statements for Indian companies and provides that where a companyhas one or more subsidiaries (including associates & Joint venture) it shall preparea consolidated financial statements of the parent company and its subsidiaries jointventures and associates.
Note: Bohra Infra Agro Limited ceased to be associated company of Bohra IndustriesLimited in F.Y. 2016 -17. Section 129 (3) of the Companies Act 2013 does not implies tothe company.
27. Details of Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
28. Significant and Material Orders Passed by the Regulators or Courts or Tribunal Theboard of directors reports that no significant and material orders passed by anyregulators or courts or tribunals impacting the going concern status and company'soperations in future.
29. Internal Audit & Controls
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. Apart from itmanagement has formed adequate system of internal financial controls as required to meetits financial needs and meeting day to day expenditure commensurate with nature and sizeof its business. During the year the Company continued to implement audit committee'ssuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Findings are discussed with the process owners andsuitable corrective actions taken as per the directions of Audit Committee on an ongoingbasis to improve efficiency in operations.
30. Separate section containing a report on performance and financial position of eachof subsidiaries associates & JVs included in the consolidated financial statement ofthe Company
The Company do not have any subsidiaries associates & JVs during the yeartherefore need not to disclose the same.
31. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013the Company has established a vigil mechanism to oversee the genuine concerns expressed bythe employees and other Directors. The Company has also provided adequate safeguardsagainst victimization of employees and Directors who express their concerns. The Companyhas also provided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of co employees and the Company.
32. Disclosure about receipt of any commission by MD/WTD from a company and alsoreceiving commission/remuneration from its holding or subsidiary :
MD/WTD apart from remuneration entitled by way of his employment do not receives anyremuneration/ commission from a company or its holding or subsidiary company.
33. The composition of Audit Committee
Pursuant to section 177 of Companies Act 2013 the company has set up a Audit Committeecomprising of Mr. Satyanarayan Maheshwari (Independent Director) being the Chairman of theCommittee Mr. Hemant Kumar Bohra (Chairman & Managing Director) Mr. Chandra PrakashAgrawal (Independent Director) and Mrs. Sandhya Bhatia Kumar (Independent Director) beingthe members of the Committee.
The primary objective of the committee is to monitor and provide an effectivesupervision of the Management's financial reporting process risk management policies toensure accurate and timely disclosures with the highest levels of transparency integrityand quality of financial reporting. The committee oversees the work carried out in thefinancial reporting process by the Management and to hold periodical discussions withstatutory auditors on nature and scope of the audit as well as have discussion toascertain any area of concern.
34. Issue of Equity Shares with Differential Rights Sweat Equity ESOS etc Thecompany under the provision of Section 43 read with Rule 4(4) of the Companies (ShareCapital and Debentures) Rules 2014 [Chapter IV] has not issued any equity shares withdifferential rights during the financial year 2016-17.
Similarly The company under the provision Section 54 read with Rule 8(13) of theCompanies (Share Capital and Debentures) Rules 2014 has not issued any sweat equityshares with differential rights during the financial year 2016-17.
Similarly The company under the provision Section 42 62(1)(c) and all other applicableprovisions if any of the Companies Act 2013 (the Act") and the Companies(Prospectus and Allotment of Securities) read with Rules2014(including any statutorymodification or re-enactment thereof) 2014 has offered further issue of share capitalduring the financial year 2016-17 by the way of Initial Public Offer.
35. Obligation of company under the sexual harassment of women at workplace(prevention prohibition and redressal) act 2013 In order to prevent sexualharassment of women at work place a new act The Sexual Harassment of Women at Workplac e(Prevention Prohibition and Redressal) Act 2013 has been notified on 9th December 2013.The Company has in place an Anti Sexual Harassment Policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.An Internal committee has been set up to redress the complaints received regarding sexualharassment at workplace. All employees including trainees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.
1. Number of Complaints received : Nil
2. Number of Complaints disposed off : Nil
36. Statutory Auditors
M/s. Agrawal Gupta and Maheshwari Chartered Accountants (Firm Registration No.012681C) were appointed as Statutory Auditors for a period of 5 (Five)years in the AnnualGeneral Meeting held on 30-09-2014. As per the latest financial statement as on 31-03-2017the company has exceeded the said limit of Rs. 50 crores for outstanding loan / deposits/debentures therefore the company can appoint auditors to conduct statutory audit for 2(two) more years as per provisions of companies act 2013.
Their continuance of appointment and payment of remuneration are to be ratified andapproved in the ensuing Annual General Meeting. The Company has received a certificatefrom the above Auditors to the effect that if their appointment is ratified it would bein accordance with the provisions of Section 141(3)(g) of the Companies Act 2013. Themanagement recommends ratification of their reappointment to conduct statutory audit forFinancial year 2017-18.
37. Cost Auditors
The Cost Account Records maintained by the Company for "Fertilizers are subject toyearly audit by qualified Cost Auditor's as per section 148(1)/ The Company hasreappointed M/s M.S Mehta & Associates (Registration No.100459) a qualified CostAuditor for conducting the Cost Audit of such records for the financial year 2017-18. TheCompany has received a Certificate from Cost Auditor certifying his independence and arm'slength relationship with the Company.
38. Auditors' Report
The auditors' report of even date attached to the director's report has been consideredin preparing this report and explanations for their remarks have been satisfactorilygiven.
39. Provision for Income Tax
Provision for Income Tax has been made on the basis of taxable income computed inaccordance with the provisions of Income Tax Act 1961.
40. Human Resource
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement. We take this opportunity to thank employees at alllevels for their dedicated service & contribution made towards the growth of theCompany.
41. Industrial Relations
The Industrial Relations remain cordial during the year under review.
Yours Directors wish to place on record their deep sense of gratitude for sincereco-operation and assistance received by the Company from various departments of theCentral and State Governments bank and local administration and employees of the Company.
| ||For and on behalf of the Board of Directors || |
| ||Sunil Bhandari ||Hemant Kumar Bohra |
|PLACE :UDAIPUR ||Wholetime Director ||Chairman & Managing Director |
|DATE : May 31st 2017 ||DIN: 01028404 ||DIN: 01128799 |