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Directors Report of BDH Industries Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting 35th Annual Report and Audited Financial Statements for the year ended
31st March, 2025.
FINANCIAL RESULTS :
The financial performance of the Company is summarized below:-
( '' in Lakhs )
|
Particulars |
2024-25 |
2023-24 |
|
Sales (Net) |
6650.83 |
8583.10 |
|
Other Income |
183.88 |
158.07 |
|
Total Income |
6834.71 |
8741.17 |
|
Profit before Interest & Depreciation |
1344.53 |
1400.79 |
|
Less : Interest |
7.30 |
18.13 |
|
Depreciation |
90.52 |
57.49 |
|
Profit before Tax |
1246.71 |
1325.17 |
|
Less : Provision for Taxation |
254.36 |
294.49 |
|
Deferred Taxation |
65.02 |
43.90 |
|
Net Profit After Tax |
927.33 |
986.78 |
The standalone financial statements are prepared in accordance with Indian Accounting Standards (Ind-AS) as
prescribed under section 133 of the Companies Act , 2013 (the Act) read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016.
REVIEW OF OPERATIONS :
During the year 2024-25 Company achieved Sales (Net) of Rs. 6650.83 Lakhs as compared to Rs. 8583.10 Lakhs
in the previous year registering decline of 22.50%. This decline is in exports as well as domestic sales. The
Operating Profit of the Company i.e. Profit before Interest and Depreciation has decreased marginally from
Rs. 1400.79 lakhs in previous year to Rs. 1344.53 lakhs in 2024-25. The Company earned Net Profit after Tax of
Rs. 927.33 lakhs during the year as against Rs. 986.78 lakhs as in previous year. An amount of Rs. 139.10 Lakhs is
transferred to General Reserve from the net profit of the financial year 2024-25.
DIVIDEND:
Your Directors are pleased to recommend dividend of Rs. 4.50/- per equity share of face value Rs. 10/- each
(previous year Rs. 4.50/- per share) for the financial year ended on 31st March, 2025. The dividend on Equity Shares
is subject to the approval of the shareholders at the 35th Annual General Meeting. The total cash outflow on account
of dividend payment will be Rs. 259.08 lakhs.
MATERIAL CHANGES & COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:
No material changes or commitments affecting the financial position of the Company have occurred between the
end of the financial year to which financial statements in this report relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company operates in manufacturing of pharmaceuticals segment and renewable energy segment.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board of the Company comprises eminent professionals having diverse skillset, domain expertise and business
acumen. The Board of Directors has six members. Ms. Jayashree Nair is the Chairperson and Managing Director of
the Company. Mr. S. C. Kachhara is the Joint Managing Director and Chief Financial Officer of the Company. There
are three Independent Directors on the Board of the Company, Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh
Chandra Kookada w.e.f 1st April 2024. There is one Non-Executive Director on the Board of the Company - Ms.
Karthika Nair, who retires by rotation at the forthcoming Annual General Meeting, being eligible and offers herself
for re-appointment. Accordingly, the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director,
Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary
of the Company are the Key Managerial Personnel of the Company. During the year four Board meetings were held,
details of which are given in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company - Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra
Kookada have submitted declaration complying with the criteria of independence as provided in Section 149(6) of
the Companies Act, 2013 for the financial year ended 31st March 2025. They have registered their names in the
Independent Directors database. Based on the disclosures provided by them, none of them are disqualified from
being appointed as Director under section 164 of the Act and are independent from the Management.
CONFIRMATION ON INDEPENDENCE OF INDEPENDENT DIRECTORS:
The Board of Directors confirms that the independent directors of the Company fulfill the conditions specified in
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are independent of the management
of the company.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that:-
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March 2025 and of the Profit of the Company for the year ended 31st March 2025.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis and
(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE:
The Company has complied with the requirements of Corporate Governance as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015. A report on Corporate Governance for the year under review is
provided with a certificate from Statutory Auditor of the Company regarding compliance of corporate governance
norms under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A declaration from CEO
and CFO of the Company under regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 is also annexed and forms part of this report.
LISTING WITH STOCK EXCHANGE:
The equity shares of the Company continue to be listed on BSE Limited and the annual listing fee for the financial
year 2025-2026 has been paid by the Company.
NOMINATION AND REMUNERATION POLICY :
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection
and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and
Remuneration Policy are covered in the Corporate Governance Report. The said policy is hosted on Companyâs
website at www.bdhind.com.
RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy to identify internal and external risks, monitor implementation of
procedures to minimize impact of the risks and periodically review / evaluate to ensure that risk control is exercised
effectively on regular basis.
RELATED PARTY TRANSACTIONS AND POLICY :
All related party transactions that were entered into during the financial year were on armâs length basis and were in
ordinary course of Companyâs business. There were no materially significant related party transactions during the
year that have potential conflict with the interests of the Company. The transactions with related parties are
disclosed in the notes to the financial statements. Form AOC-2 prescribed under the Companies Act 2013 and
Companies (Accounts) Rules, 2014 is furnished as Annexure V to this report. The Policy on Related Party Transactions
is hosted on the website of the Company www.bdhind.com. Omnibus approval was obtained from Audit Committee
and the Board on annual basis for the related party transactions. Related party transactions under Indian Accounting
Standard - IND AS 24 are disclosed in the notes to the financial statements.
VIGIL MECHANISM:
There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the
Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil
mechanism. The Whistle Blower Policy is hosted on the website of the Company www.bdhind.com. During the year
no such instances were reported by the employees or Directors.
FORMAL ANNUAL EVALUATION:
The Nomination and Remuneration Committee lays down the criteria for performance evaluation of individual
directors, the Board of Directors and Committees of the Board. The performance evaluation is carried out in terms
of requirement under the Schedule IV of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The Independent Directors at their separate meeting held on 14th February 2025
evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of
Chairperson, taking into account the views of the Joint Managing Director. The performance of the Board and its
Committees was evaluated on basis of criteria such as composition of competent members, process of appointment
to the Board, regular functioning, working atmosphere, investing time in reviewing business etc. The Board of
Directors assessed the performance of individual directors on basis of criteria such as understanding business,
deploying their expertise in strategies and governance, expressing views and judgements, keeping themselves
updated on current issues etc. The performance of the Chairperson was evaluated on basis of criteria such as
leadership, encouraging contributions from all members, commitment, regular attendance, guidance and directions
in governing affairs of the Company, and focus on stakeholderâs interests.
INTERNAL FINANCIAL CONTROLS :
The Company has adequate internal financial controls commensurate with its size and nature of operations designed
to provide reliable financial and operational information for improving decision making and ensuring compliance with
statues. During the year, these controls were reviewed and no instances of weakness nature were reported.
FIXED DEPOSIT :
The Company has not invited / accepted any deposits during the year under review as envisaged under sections 73,
74 and 76 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act
2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to
meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in
deposits with Banks.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there have been no significant and material orders passed by any regulators / courts /
tribunals that could impact the going concern status and the Companyâs operations in future.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO :
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are
appended hereto as Annexure IV and forms part of the Annual Report.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATIONS :
The Company has maintained cordial and harmonious relations with all its employees.
RESEARCH & DEVELOPMENT CENTRE :
The Companyâs R&D Centre at Mumbai is approved by Department of Science and Industrial Research (DSIR),
Ministry of Science & Technology, Government of India and under section 35 (2AB) of the Income Tax Act 1961.
The Company is committed to invest in R&D for long term sustainability and consistent growth with focus on
development of complex and novel drug delivery systems, new dosage forms, improvement in processes and yield,
cost reduction etc.
ENVIRONMENT, HEALTH & SAFETY :
The Company is committed to environment protection and industrial safety. Our manufacturing facility has been
accredited with WHO-GMP Certificate, ISO 9001:2015 certification from SGS United Kingdom Limited and complies
with applicable environment regulations of Maharashtra Pollution Control Board. Our manufacturing facility has
adequate first aid points, safety toolbox, firefighting systems (fire extinguishers, fire alarms, smoke detectors,
hydrants etc.), SOPs in case of emergencies including evacuations and disaster management exercises, CCTV
camera surveillance systems, safety precautions and signage in text and pictures ensuring safety of employees. All
employees are required to undergo medical surveillance, including pre-employment and annual health checkups.
There is a group mediclaim policy for well-being of the employees and a group personnel accident policy for the
employees in case of any untoward incident or accident. The Company conducts sessions on first aid and fire safety
to maintain a safe work environment.
PROJECTS:
a) The Company has two wind turbine generators with capacity of 1.6MW (0.8MW each) at Jaisalmer in Rajasthan.
The electricity generated by them is sold on Indian Energy Exchange (IEX). The windmills were fully operational
in FY 2024-25 and generated 18,52,250kw of electrical energy with revenue of Rs. 103.86 lakhs in FY 2024-25
as against generation of 64,250kw of electrical energy with revenue of Rs.0.85 lakhs in FY 2023-24 (commercial
operations commenced from 23rd March 2024).
b) The Company has a warehouse at MIDC Kudal and applications are invited to lease the warehouse. The
cashew, mango and coconut plantations are adjacent to the warehouse.
CORPORATE SOCIAL RESPONSIBILITY :
The Companyâs CSR initiatives go beyond charity. Thrust areas for CSR continued to be in the field of education,
supporting specially abled children, research and other allied fields. The CSR Policy of the Company is placed on
the website of the Company www.bdhind.com. The CSR activities were carried through eligible charitable trusts,
sponsoring a Research Project for translating lab-ideas into market ready products, providing educational aids to
schools etc. These projects are for education, research and other fields. A report on CSR activities is enclosed as
Annexure I of this report.
ANNUAL RETURN :
The Annual Return of the Company as on 31st March 2025 is placed on its website at https://bdhind.com/investors/
index.php?tab=annual-return
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
The Company transfers unclaimed dividends for a consecutive period of 7 years to the Investor Education and
Protection Fund along with shares in respect of such dividend which have not been claimed for 7 consecutive years
to the demat account of the IEPF Authority. The Company sends reminder letters to shareholders to claim their
dividends before transferring the same to IEPF Authority. Notices are published in the newspapers, uploaded on
BSE website and the details of unclaimed dividend of shareholders whose shares are liable to be transferred to the
IEPF Authority are uploaded on the Companyâs website www.bdhind.com
The unclaimed dividend & shares transferred to IEPF during the financial year 2024-25 are as follows
|
Financial Year |
Amount of unclaimed |
Number of shares |
|
dividend transferred |
transferred |
|
|
2016-17 |
Rs. 9,78,462/- |
8501 |
The Company uploaded the details of above mentioned shares on the website www.mca.gov.in. The voting rights
on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares. Members
may note that the shares and unclaimed dividend transferred to IEPF Authority can be claimed by complying with
the required procedure followed by filing online application in prescribed form no. IEPF 5 on www.mca.gov.in. The
Company Secretary is the Nodal Officer under the provisions of IEPF. The unclaimed dividend for FY 2017-18
onwards will be transferred to IEPF as per schedule given below:-
|
Financial Year |
Date of Declaration |
Due date for transfer to IEPF |
|
2017-18 |
25/09/2018 |
31/10/2025 |
|
2018-19 |
18/09/2019 |
24/10/2026 |
|
2019-20 |
27/08/2020 |
30/09/2027 |
|
2020-21 |
25/08/2021 |
30/09/2028 |
|
2021-22 |
24/08/2022 |
29/09/2029 |
|
2022-23 |
09/08/2023 |
14/09/2030 |
|
2023-24 |
09/08/2024 |
13/09/2031 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as per Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is included in this Annual Report.
AUDITORS AND AUDITORSâ REPORT:
STATUTORY AUDIT :
M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are the Statutory Auditors of the
Company for a period of 5 years till the conclusion of the Companyâs 37th Annual General Meeting. The Auditors
Report on the financial statements for the year ended 31st March 2025 read with the notes to accounts are self¬
explanatory. There are no qualifications, reservations or adverse remarks made by the Auditors.
SECRETARIAL AUDIT:
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s JHR & Associates, Practicing Company Secretaries were
appointed as the Secretarial Auditors for auditing secretarial records maintained by the Company for the financial
year ended on 31st March 2025. The Secretarial Audit Report is annexed herewith to the Directors Report in
Annexure II. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.
COST AUDIT:
Pursuant to the provisions of section 148 of the Companies Act 2013 and Companies (Audit and Auditors) Rules
2014, M/s. Krishna & Associates, Cost Accountants (Firm Registration No. 100939) were appointed as cost auditors
to conduct the audit of the cost records of the Company for the financial year 2023-24 and the Cost Audit Report
was filed with Ministry of Corporate Affairs on 6th September 2024 within prescribed time. The Cost Audit Report for
the financial year 2024-25 shall be filed with Ministry of Corporate Affairs within the prescribed time.
RATIO OF REMUNERATION:
As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the required details are given below:
|
Directors |
Ratio to Median Remuneration |
% increase in |
|
|
Ms. Jayashree Nair |
39 |
1 |
10% |
|
Mr. S. C. Kachhara |
39 |
1 |
10% |
|
Ms. Karthika Nair |
0.26 |
1 |
21% |
|
Mr. Prabhakar Dalal |
0.41 |
1 |
Not comparable with |
|
Dr. Mitul Patel |
0.30 |
1 |
previous year as |
|
Mr. Suresh Chandra Kookada |
0.45 |
1 |
FY 2024-25 onwards. |
b. The increase in remuneration of Ms. Jayashree Nair, Managing Director and Mr. S. C. Kachhara, Joint Managing
Director and Chief Financial Officer is 10% and percentage increase in remuneration of Ms. Nikita Phatak,
Company Secretary is 2.63%
c. The median remuneration of employees increased by 2.29% in the financial year.
d. There are 112 employees on the rolls of the Company.
e. The average percentile increase in salaries of employees other than managerial personnel is 3.25% and the
increase in remuneration of Ms. Jayashree Nair, Managing Director and Mr. S. C. Kachhara, Joint Managing
Director and Chief Financial Officer is 10% and percentage increase in remuneration of Ms. Nikita Phatak,
Company Secretary is 2.63%.
f. We affirm that the remuneration paid is as per Remuneration Policy of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
The Company is dedicated in providing a safe, conducive and healthy working environment that enables its employees
to work without fear of prejudice and gender bias. The Company has an Internal Complaints Committee to address
the complaints of sexual harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, no complaint of sexual harassment was
received by the Company.
APPRECIATION:
Your Directors place on record sincere appreciation of the contribution made by the employees. The Directors also
express their gratitude to the shareholders for the confidence and faith they continued to repose in the Company.
Your Directors take this opportunity to thank all government and regulatory authorities, banks, suppliers, business
associates and customers for their continued support and guidance.
FOR AND ON BEHALF OF THE BOARD
Jayashree Nair
Mumbai, 23rd May 2025 Chairperson & Managing Director
Mar 31, 2024
Your Directors have pleasure in presenting 34th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2024.
|
The financial performance of the Company is summarized below:- |
( '' in Lakhs ) |
|
|
Particulars |
2023-24 |
2022-23 |
|
Sales (Net) |
8583.10 |
7445.71 |
|
Other Income |
158.07 |
84.10 |
|
Total Income |
8741.17 |
7529.81 |
|
Profit before Interest & Depreciation |
1400.79 |
1179.41 |
|
Less : Interest |
18.13 |
15.79 |
|
Depreciation |
57.49 |
56.85 |
|
Profit before Tax |
1325.17 |
1106.77 |
|
Less : Provision for Taxation |
294.49 |
286.98 |
|
Deferred Taxation |
43.90 |
(0.69) |
|
Net Profit After Tax |
986.78 |
820.48 |
The standalone financial statements are prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act , 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company discloses the standalone financial results on quarterly basis which are subjected to limited review and publishes standalone audited financial results annually.
During the year 2023-24 Company achieved Sales (Net) of Rs. 8583.10 Lakhs as compared to Rs. 7445.71 Lakhs in the previous year registering growth of 15%. The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 1179.41 lakhs in previous year to Rs.1400.79 lakhs in 2023-24. The Net Profit after Tax of stood at Rs. 986.78 lakhs during the year higher by 20% over previous year. An amount of Rs. 148.02 Lakhs is transferred to General Reserve from the net profit of the financial year 2023-24.
Your Directors are pleased to recommended dividend of Rs.4.50 per equity share of face value Rs. 10/- each (an increase of 12.5% over dividend for previous year of Rs. 4/- per share) for the financial year ended on 31st March, 2024. The said dividend on equity shares is subject to the approval of the shareholders at the 34th Annual General Meeting. The total cash outflow on account of dividend payment will be Rs. 259.07 lakhs.
MATERIAL CHANGES & COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:
No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company operates in manufacturing of pharmaceutical formulations. Also commenced operations in renewable energy, by way of two wind turbines having capacity of 0.8 MW each located at Jaisalmer, Rajasthan commissioned from 23rd February 2024 and became revenue generating from 23rd March 2024.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year under review, the Board of Directors comprised of six members. Ms. Jayashree Nair is the Chairperson and Managing Director of the Company. Mr. S. C. Kachhara is the Joint Managing Director and Chief Financial Officer of the Company. The three Independent Directors on the Board of the Company, Dr. Dinesh Variar, Mr. Bhagirath Singh and Mr. Kairav Trivedi have completed tenure on 31st March 2024. The Board placed on record its appreciation for the valuable contribution rendered by them. The one Non-Executive Director - Ms. Karthika Nair, who retires by rotation at the forthcoming Annual General Meeting, being eligible and offers herself for re-appointment. Accordingly, the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary of the Company are the Key Managerial Personnel of the Company. During the year four Board meetings were held, the details of which are given in the Corporate Governance Report.
Appointment of new Independent Directors - The Board at its meeting held on 13th February 2024 based on recommendation of Nomination and Remuneration Committee approved the appointment of three Independent Directors - Mr. Prabhakar Dalal (DIN - 00544948), Dr. Mitul Patel (DIN - 10413137) and Mr. Suresh Chandra Kookada (DIN - 01738594) as Independent Directors of the Company for a term of five consecutive years with effect from 1st April 2024 till 31st March 2029. The said appointments were duly approved by shareholders of the Company through Postal Ballot on 15th March 2024. The Independent Directors possess the required skillset, competences and expertise in the fields of general economics, corporate governance, business management & strategy, pharmaceuticals, science & technology, finance, accounts & taxation, risk management, corporate laws, manufacturing, sales & marketing etc.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company - Dr. Dinesh Variar, Mr. Bhagirath Singh and Mr. Kairav Trivedi have been Independent Directors of the Company who completed their tenure on 31st March 2024. They submitted declaration complying with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 for the financial year ended 31st March 2024. Their names are registered in the Independent Directors database. Based on the disclosures provided by them for the year ended on 31st March 2024 , none of them are disqualified from being appointed as Director under section 164 of the Act and they are independent from the Management.
The Independent Directors of the Company appointed with effect from 1st April 2024 - Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra Kookada meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 (the Act) and comply with the code for independent directors prescribed under schedule IV of the Act. They have registered themselves in the Independent Directors database. They are not disqualified from being appointed as Director as per disclosure submitted by them under section 164 of the Act and they are independent from the Management. None of the Independent Directors are related to each other or to the non-independent directors of the Company.
CONFIRMATION ON INDEPENDENCE OF INDEPENDENT DIRECTORS:
The Board of Directors confirms that the independent directors of the Company fulfill the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are independent of the management of the company.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that :-
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the Profit of the Company for the year ended 31st March 2024.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis and
(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors reaffirm their continued commitment to good Corporate Governance. A report on Corporate Governance for the year under review is provided together with a certificate from Statutory Auditor of the Company regarding compliance of corporate governance norms under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A declaration from CEO and CFO of the Company under regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also annexed and forms part of this report.
The equity shares of the Company continue to be listed on BSE Limited. The annual listing fee for year 2024-2025 has been paid by the Company to BSE Limited.
NOMINATION AND REMUNERATION POLICY :
Companyâs âPolicy for determining qualifications of directorsâ sets out guiding principles for selection of persons who are qualified to become Directors / Independent Directors. The âPolicy for remuneration of Directors and Employeesâ sets out guidelines to ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key managerial personnel (KMP) and Senior Management employees. The same are briefly mentioned in the Corporate Governance Report and also hosted on the Companyâs website at www.bdhind.com.
The Company has a Risk Management Policy to identify internal & external risks, monitor implementation of procedures to minimize impact / mitigation of the risks and a periodically review / evaluate to ensure that risk control is exercised effectively.
RELATED PARTY TRANSACTIONS AND POLICY :
All related party transactions entered during the year under review were on arms length basis and in ordinary course of business in accordance with the companyâs policy on related party transactions and approval granted by the Audit Committee. The Company has not entered into any materially significant related party transactions during the year that have potential conflict with the interests of the Company. Members may refer notes to the financial statement which sets out disclosure of related party transactions pursuant to IND-AS and Form AOC-2 as per Section 134(3)(h) of the Companies Act 2013 and Companies (Accounts) Rules, 2014 at Annexure V of this report. The Policy on Related Party Transactions is available on the website of the Company www.bdhind.com.
The Company has adopted a Whistle Blower Policy as a part of the Vigil Mechanism to provide appropriate avenues to Directors and employees to report to the Audit Committee their genuine concern about any unethical behavior and irregularities, if noticed by them in the Company that may affect the business or reputation of the Company. The Whistle Blower Policy is hosted on website of the Company www.bdhind.com. During the year, no such instances were reported by Directors or employees.
The performance evaluation of the Board, its Committees and individual directors was carried out in terms of requirement under the Schedule IV of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further the Independent Directors at their separate meeting held on 13th February 2024 evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of the Chairperson of the Company, taking into account the views of the Joint Managing Director. The performance of the Board and its Committees was evaluated by the Board on basis of criteria such as composition, structure, effectiveness of processes, information and functioning etc. The Board of Directors assessed the performance of individual directors on basis of criteria such as contribution to the board and committee meetings like preparedness on issues, constructive contribution and inputs in the meeting, impact on key management decisions, integrity, focus on shareholder value creation etc.
The Company has in place adequate internal financial controls commensurate with its size and nature of operations designed to provide reliable financial and operational information for improving decision making and ensuring compliance with applicable statutes. During the year, these controls were reviewed and no instances of material nature were reported.
The Company has not invited / accepted any deposits during the year under review as envisaged under sections 73, 74 and 76 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act 2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in deposits with Banks.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there have been no significant and material orders passed by any regulators / courts / tribunals that could impact the going concern status and the Companyâs operations in future.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part of the Annual Report.
The properties and assets of your Company are adequately insured.
The Company has maintained cordial and harmonious relations with all its employees.
RESEARCH & DEVELOPMENT CENTRE :
R&D Centre of the Company is registered with Department of Science and Industrial Research (DSIR), Ministry of Science & Technology, Government of India and approved under section 35 (2AB) of the Income Tax Act 1961. The Company is committed to invest in R&D for long-term sustainablility and consistent growth with focus on development of complex and novel drug delivery systems, new dosage forms, improvement in processes and yield, cost reduction etc.
ENVIRONMENT, HEALTH & SAFETY :
The Company is committed to environment protection and industrial safety. Our manufacturing facility has been accredited with WHO-GMP Certificate, ISO 9001:2015 certification from SGS United Kingdom Limited and complies with applicable environment regulations of Maharashtra Pollution Control Board. Our manufacturing facilitiy has adequate first aid points, fire fighting systems (fire extinguishers, fire alarms, smoke detectors etc.), SOPs in case of emergencies, CCTV camera surveillance systems, safety precautions & signages in text and pictures ensuring safety of employees. The Company conducts annual health check-up program and there is a group mediclaim policy for well being of employees. The Company also conducts periodically first aid and fire safety sessions for employees.
a) The Company has two wind turbines of capacity 1.6 MW ( 0.8 MW each ) at Jaisalmer in Rajasthan which commissioned commercial operations from 23rd March 2024 and the electricity generated by them is sold on Indian Energy Exchange (IEX).
b) The Company has a warehouse at MIDC Kudal and applications are invited to lease the warehouse.
Further there are cashew, mango and coconut plantations adjacent to the warehouse.
CORPORATE SOCIAL RESPONSIBILITY :
The Company stands committed to good corporate citizenship. Our responsilibilty extends beyond our business operations to positively impact the communities and overall well being of society. Our CSR initiatives focus on promoting education to special children, skill development, livelihood enhancement, research and development and women empowerment. The CSR activities were carried out through eligible charitable trusts and directly by the Company. The CSR Policy of the Company is hosted on website of the Company www.bdhind.com and the CSR activities undertaken during the year are enclosed as Annexure I of this report.
The Annual Return of the Company as on 31st March 2024 is placed on its website at https://bdhind.com/investors/ documents/Form_MGT_7%202023-24.pdf
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to sections 124 and 125 of the Companies Act 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, dividends if not claimed for a consecutive period of 7 years from the date of transfer to unpaid dividend account of the Company are liable to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. Further the equity shares in respect of such dividend which have not been claimed for a period of 7 consecutive years are also liable to be transferred to the demat account of the IEPF Authority. The Company proactively sends reminder letters to the shareholders at their registered address whose shares are due for transfer to IEPF and publishes Notice in newspapers informing shareholders to claim their dividends prior to transfer of shares to IEPF. Notice is also uploaded on BSE website and a detailed list of unclaimed dividend is uploaded on the Companyâs website www.bdhind.com. Shareholders who have not yet claimed their dividends are requested to correspond with Companyâs RTA - Link Intime India Private Limited at earliest to claim the same by complying with necessary requirements to avoid transfer of dividend and underlying shares to IEPF.
The unclaimed dividend & shares transferred to IEPF during the year 2023-24 are as follows:
|
Financial Year |
Amount of unclaimed dividend transferred |
Number of shares transferred |
|
2015-16 |
Rs. 9,97,988 |
5721 |
Members may note that the shares and unclaimed dividend transferred to IEPF Authority can be claimed by filing online application in form no. IEPF 5 available on www.iepf.gov.in and submitting duly signed physical copy of form no. IEPF 5 alongwith requisite documents as mentioned in form no. 5 in original to Ms. Nikita Phatak, Nodal Officer of the Company at its registered office. Members are requested to refer and comply with the prescribed procedure for claiming back the dividend and shares from IEPF Authority available on www.iepf.gov.in The unpaid/unclaimed dividend for the FY 2016-17 onwards will be transferred to IEPF as given below:-
|
Financial Year |
Date of Declaration |
Due date for transfer to IEPF |
|
2016-17 |
27/09/2017 |
02/11/2024 |
|
2017-18 |
25/09/2018 |
31/10/2025 |
|
2018-19 |
18/09/2019 |
24/10/2026 |
|
2019-20 |
27/08/2020 |
30/09/2027 |
|
2020-21 |
25/08/2021 |
30/09/2028 |
|
2021-22 |
24/08/2022 |
29/09/2029 |
|
2022-23 |
09/08/2023 |
14/09/2030 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed review of the industry structure, companyâs performance and future outlook is given in the Management Discussion and Analysis which forms part of this Annual Report.
AUDITORS AND AUDITORSâ REPORT:STATUTORY AUDITOR :
M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Companyâs 37th Annual General Meeting. The Auditors Report on the financial statements for the year ended 31st March 2024 read with the notes to accounts are selfexplanatory which forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Auditors in their report.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s JHR & Associates, Practicing Company Secretaries were appointed to conduct secretarial audit of the Company for year ended on 31st March 2024. The Secretarial Audit Report is annexed as Annexure II to this Report is self explanatory and there are no qualifications, reservations or adverse remarks in their report. During the year, the Company has complied with the secretarial standards issued by Institute of Company Secretaries of India.
Pursuant to the provisions of section 148 of the Companies Act 2013 and Companies (Audit and Auditors) Rules 2014, M/s. Krishna & Associates, Cost Accountants (Firm Registration No. 100939) were appointed as cost auditors to conduct the audit of the cost records of the Company for the financial year 2022-23 and the Cost Audit Report in form MR 3 for financial year 2022-23 was filed with Ministry of Corporate Affairs within prescribed time. The Board appointed M/s. Krishna & Associates, Cost Accountants to audit the cost records of the Company for financial year 2024-25 and the remuneration payable to the cost auditor is subject to ratification by the members at the 34th Annual General Meeting.
As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required details for FY 2023-24 are given below :
|
Name of Director / Key Managerial Personnel and Designation |
Ratio to Median Remuneration |
% increase in remuneration / (decrease) in remuneration |
|
Ms. Jayashree Nair, Managing Director |
36 : 1 |
2.73% |
|
Mr. S. C. Kachhara, Joint Managing Director |
36 : 1 |
2.73% |
|
Ms. Karthika Nair, Non-Executive Director |
0.22 : 1 |
- |
|
Dr. Dinesh Variar, Independent Director |
0.38 : 1 |
- |
|
Mr. Bhagirath Singh, Independent Director |
0.41 : 1 |
- |
|
Mr. Kairav Trivedi, Independent Director |
0.41 : 1 |
- |
|
Ms. Nikita Phatak, Company Secretary |
4.78 : 1 |
7.75% |
a. The percentage increase in median remuneration of employees in the financial year is 14%
b. There are 117 employees on the rolls of the Company.
c. The average percentile increase in salaries of employees other than managerial personnel is 9.62% and whereas percentile increase in managerial remuneration 2.73%
d. We affirm that the remuneration paid is as per Remuneration Policy of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
The Company has an internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 for prevention and redressal of complaints of sexual harassment at workplace. During the year ended 31st March 2024 , no complaint of sexual harassment was received by the Company.
Your Directors thank statutory authorities, banks, suppliers and customers for their co-operation. The Directors express their sincere appreciation to the continued support of the employees and finally thank the shareholders for the faith they reposed in the Company.
Mar 31, 2018
To,
The Members,
BDH Industries Limited
The Directors have pleasure in presenting 28th Annual Report and Audited Financial Statements for the year ended 31st March, 2018.
FINANCIAL RESULTS :
The financial performance of the Company is summarized below :-
(Rs. in Lakhs)
|
Particulars |
2017-18 |
2016-17 |
|
Sales (Gross) |
4113.86 |
4463.21 |
|
Sales (Net) |
4107.47 |
4367.64 |
|
Other Income |
81.77 |
124.40 |
|
Total Income |
4189.24 |
4492.04 |
|
Profit before Interest and Depreciation |
635.60 |
604.90 |
|
Less : Interest |
25.17 |
34.76 |
|
Depreciation |
75.44 |
71.66 |
|
Profit before tax |
517.76 |
498.48 |
|
Less : Provision for Taxation |
127.43 |
172.82 |
|
Deferred Taxation |
13.85 |
(8.00) |
|
Net Profit After Tax |
376.48 |
333.66 |
The standalone financial statements are prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act , 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016.
REVIEW OF OPERATIONS :
During the year 2017-18 Company achieved Sales (Net) of Rs. 4107.47 Lakhs as compared to Rs. 4367.64 Lakhs in the previous year registering decline by 6% over previous year. The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 604.88 lakhs in previous year to Rs. 635.60 lakhs in 2017-18. The Company earned Net Profit after Tax of Rs. 376.48 lakhs during the year as against Rs. 333.66 lakhs as in previous year, a growth of 13% over previous year. An amount of Rs. 56.47 Lakhs from the net profit of the financial year of the year under review is transferred to the General Reserve.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:
No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company continues to operate in one segment i.e. pharmaceuticals and there is no change in the nature of business of the Company.
DIVIDEND:
Your Directors are pleased to recommend dividend of Rs. 2.25/- per equity share of Rs. 10/- each (previous year Rs. 2/- per share) for the financial year ended on 31st March, 2018. The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting. The total cash outflow on account of dividend payment, including distribution tax will be Rs. 156 lakhs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
There were no changes in the Directors and Key Management Personnel during the year. The Board of Directors at present has six members Ms. Jayashree Nair, is the Chairperson and Managing Director of the Company. Mr. S. C. Kachhara is the Joint Managing Director and Chief Financial Officer of the Company. There are three independent directors on the Board of the Company, Mr. A. V. Menon, Dr. Dinesh Variar and Mr. Bhagirath Singh. There is one Non-Executive Director on the Board of the Company - Ms. Karthika Nair, who retires by rotation at the forthcoming Annual General Meeting, being eligible and offers herself for re-appointment. Accordingly, the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary of the Company are the Key Managerial Personnel of the Company. During the year five Board meetings were held, details of which are given in the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company - Mr. A. V. Menon, Dr. Dinesh Variar and Mr. Bhagirath Singh, have submitted declaration complying with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that :-
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;.
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the Profit of the Company for the year ended 31st March 2018.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis and
(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE:
The Company has complied with the requirements of Corporate Governance. A report on Corporate Governance together with a certificate from Statutory Auditor forms part of this Annual Report. A declaration from Managing Director under regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also attached to this report.
LISTING WITH STOCK EXCHANGE:
The equity shares of the Company are listed on BSE Limited. The listing fee for year 2018-2019 has been paid by the Company. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of the Nomination and Remuneration Policy are covered in the Corporate Governance Report. The said policy has also uploaded on the Companyâs website at www.bdhind.com.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize impact of these risks and a process to monitor them on regular basis.
RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions during the year that have potential conflict with the interests of the Company. The transactions with related parties are disclosed in the notes to the financial statements. Form AOC-2 prescribed under the Companies Act 2013 and Companies (Accounts) Rules, 2014 is furnished as Annexure V to this report. The Policy on Related Party Transactions is also hosted on the website of the Company www.bdhind.com.
VIGIL MECHANISM:
The Company has established a Vigil Mechanism i.e. Whistle Blower Policy to enable the the Directors and employees to report to the Audit Committee genuine concerns, unethical behavior and irregularities, if noticed by them, in the Company which could adversely affect Companyâs operations. The Whistle Blower Policy is also hosted on the website of the Company www.bdhind.com. During the year no concerns or irregularities have been reported by the employees or directors.
FORMAL ANNUAL EVALUATION:
As required under the Schedule IV of the Companies Act 2013 and Clause 49(II) (B)(6) of the Listing Agreement the Independent Directors at their separate meeting held on 7th February 2018 evaluated the performance of the non-independent directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company, taking into account the views of the Joint Managing Director and also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonable perform their duties.
The Board assessed the performance of the independent directors as per the criteria laid down and have recommended their continuation on the Board. The Board of Directors assessed the performance of individual directors on the Board based on parameters such as relevant experience and skills, focus on shareholder value creation, governance standards, knowledge of business, processes and procedures followed, integrity, relationship with Management, impact on key management decisions etc.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
FIXED DEPOSIT:
The Company has not invited / accepted any deposits during the year under review as envisaged under sections 73, 74 and 76 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act 2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in deposits with Banks.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there have been no significant and material orders passed by any regulators / courts / tribunals that could impact the going concern status and the Companyâs operations in future.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part of the Annual Report.
INSURANCE:
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATIONS:
The Company has maintained cordial and harmonious relations with all its employees.
RESEARCH & DEVELOPMENT :
R&D Centre of the Company is recognized and registered with Department of Science and Industrial Research (DSIR), Ministry of Science & Technology, Government of India with effect from 29th September 2017. The R&D centre is also approved under section 35 (2AB) of the Income Tax Act 1961 for the purpose of weighted tax deduction. Research & Development being useful for the sustained growth of the Company, investments in R&D are carried out to keep pace with changing domestic and global scenario.With qualified and experienced research team, the Company has focused its thrust on development of new dosage forms and drug delivery systems, improvement in processes and yield and cost reduction.
ENVIRONMENT, HEALTH & SAFETY:
The Company is committed to environment protection and industrial safety. Our manufacturing facility has been accredited with WHO-GMP and complies with applicable environment regulations of Maharashtra Pollution Control Board. Our manufacturing facility is accredited with ISO 9001:2015 certification from SGS United Kingdom Limited. The Company conducts medical check-up programs, first aid sessions and fire safety sessions for employees.
NEW PROJECTS:
a. The Company has entered into power generation business and installation of two units of wind turbines 0.8 MW each has been completed at Jaisalmer district, Rajasthan. Since Power Purchase Agreement (PPA) is not yet signed by State Government of Rajasthan alternate commercial proposals are being evaluated.
b. The Company has also entered into agro products business. The plantation of cashew, mango and coconut grafts has been completed. The warehouse at Kudal, Sindhudurg district in Maharashtra has been leased with effect from May 2018.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return of the Company as on 31st March 2018 is attached herewith as Anexure I to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Annual Report.
AUDITORS AND AUDITORSâ REPORT:
Statutory Audit:
M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Companyâs 32nd Annual General Meeting. The Auditors Report read with the notes to accounts are self-explanatory. There are no qualifications, reservations or adverse remarks made by the Auditors. The Statutory Auditors have submitted No Disqualification Certificate for the financial year 2018-19 to the Board of Directors of the Company.
Secretarial Audit:
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Mangerial Personnel) Rules, 2014, M/s JHR & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors for auditing secretarial records maintained by the Company for the financial year ended on 31st March 2018. The Secretarial Audit Report is annexed herewith to the Directors Report in Annexure II. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors.
RATIO OF REMUNERATION:
As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnal) Rules, 2014 the required details are given below:
|
a. |
Directors |
Ratio to Median Remuneration |
|
Ms. Jayashree Nair |
25:1 |
|
|
Mr. S. C. Kachhara |
25:1 |
|
|
Mr. A. V. Menon |
0.38:1 |
|
|
Dr. Dinesh Variar |
0.30:1 |
|
|
Mr. Bhagirath Singh |
0.38:1 |
|
|
Ms. Karthika Nair |
0.26:1 |
b. The percentage increase in remuneration of Ms. Jayashree Nair, Managing Director is 22%, Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer is 22% (as approved by members in 26th Annual General Meeting) and Ms. Nikita Phatak, Company Secretary is 13%.
c. The median remuneration of employees increased by 13% in the financial year.
d. There are 124 permanent employees on the rolls of the Company.
e. The Companyâs PAT increased from Rs. 333.66 lakhs to Rs. 376.48 lakhs, an increase of 13% against which the average increase in remuneration is 13% and this increase is aligned with the Companyâs Remuneration Policy.
f. The aggregate remuneration of key managerial personnel (KMP) is Rs. 145.04 lakhs, revenue of the Company during the year is â
4189.24 lakhs and the remuneration of KMP is 3.5% of revenue.
g. The market capitalization of the Company as on 31st March, 2018 was Rs. 40.27 crores and as on 31st March, 2017 was Rs. 46.06 crores. The PE ratio of the Company as on 31st March, 2018 was 10.70 and as on 31st March, 2017 was 13.50. The Company made public offer of equity shares (of face value Rs. 10/- each share) at premium (of Rs. 30/- each share) in the year 1995.
h. The average percentile increase in salaries of employees other than managerial personnel is 13% and increase in managerial remuneration is 22% as approved by members at the 26th Annual General Meeting.
i. There is no variable component linked to various parameters - financial and non-financial in the remuneration availed by the directors.
j. During the year, there was no employee, who is not a director of the Company and received remuneration in excess of the highest paid directors.
k. We affirm that the remuneration paid is as per Remuneration Policy of the Company.
GENERAL :
The Company has an internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 for prevention and redressal of complaints of sexual harassment at workplace. The Company has not received any complaint during the year pursuant to the said Act.
APPRECIATION :
Your Directors thank statutory authorities and bankers for co-operation extended by them to the Company. Your Directors place on record their sincere appreciation of the continued support by the employees and finally thank the shareholders for the trust placed by them with the Company.
FOR AND ON BEHALF OF THE BOARD
Jayashree Nair
Chairperson & Managing Director
Mumbai, 29th May 2018 (DIN-00027467)
Registered Office :
Nair Baug, Akurli Road, Kandivli (East), Mumbai 400101
Tel. No.:022-61551234 - Fax No.: 022-28868349
Email - investors@bdhind.com - Website : www.bdhind.com
CIN - L40300MH1990PLC059299
Mar 31, 2016
To,
THE MEMBERS,
BDH INDUSTRIES LIMITED
The Directors have pleasure in presenting 26th Annual Report and Audited Financial Statements for the year ended 31st March, 2016.
FINANCIAL RESULTS :
The financial performance of the Company is summarized below :-
(Rs. in Lakhs)
|
Particulars |
2015-16 |
2014-15 |
|
|
Sales (Gross) |
4672.82 |
4512.56 |
|
|
Sales (Net) |
4612.87 |
4461.35 |
|
|
Other Income |
179.57 |
121.73 |
|
|
Total Income |
4792.44 |
4583.08 |
|
|
Profit before Interest and Depreciation |
587.90 |
502.06 |
|
|
Less: Interest |
33.42 |
48.15 |
|
|
Depreciation |
73.40 |
74.47 |
|
|
Profit before tax |
481.08 |
379.44 |
|
|
Less: Provision for Taxation |
162.91 |
132.00 |
|
|
Deferred Taxation |
(4.45) |
(9.53) |
|
|
Net Profit After Tax |
322.62 |
256.97 |
|
|
Add : Surplus Brought Forward from the previous year |
1024.79 |
965.89 |
|
|
Balance available for Appropriation |
1347.41 |
1222.86 |
|
|
Less: Transfer to General Reserve |
48.39 |
38.55 |
|
|
Less: Provision for Dividend |
115.15 |
97.87 |
|
|
Less: Tax on Dividend |
23.44 |
20.36 |
|
|
Less: Provision for Retirement Benefit |
- |
(20.21) |
|
|
Less: Depreciation on transition to Schedule II of the Companies Act, 2013 (Net of Deferred Tax) |
- |
61.50 |
|
|
Balance carried forward to Balance Sheet |
1160.43 |
1024.79 |
|
REVIEW OF OPERATIONS :
During the year 2015-16 Company achieved Sales (Net) of Rs. 4612.87 Lakhs as compared to Rs. 4461.35 Lakhs in the previous year registering growth by 3% over previous year. The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 502.06 lakhs in previous year to Rs. 587.90 lakhs in 2015-16. The Company earned Net Profit after Tax of Rs. 322.62 lakhs during the year as against Rs. 256.97 lakhs as in previous year. After adding the surplus brought forward from previous year of Rs. 1024.79 lakhs, Rs. 1160.43 lakhs is carried to the Balance Sheet as surplus in Statement of Profit & Loss.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :
The Company has also entered into Power generation and Agro Products business. However the commercial operations have not yet commenced.
CHANGE IN THE NATURE OF BUSINESS, IF ANY :
There has been no material change in the nature of business during the financial year under review.
DIVIDEND :
Your Directors are pleased to recommend dividend of Rs. 2/- per equity share of Rs. 10/- each (previous year Rs. 1.70/- per share) for financial year ended 31st March, 2016. The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting. The total cash outflow on account of dividend payment, including distribution tax will be Rs. 138.59 lakhs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board of Directors at present has six members Mrs. Jayashree Nair, is the Chairperson and Managing Director of the Company. She was appointed as Managing Director of the Company for a period of three years with effect from 1st April, 2014 as approved by the members at the 23rd Annual General meeting. Mr. S. C. Kachhara is the Executive Director and Chief Financial Officer of the Company. He was appointed as Executive Director for a period of three years with effect from 1st April, 2014 as approved by the members at the 23rd Annual General Meeting. In the interest of the Company, the Board has recommended to the members at 26th Annual General Meeting the re-appointment of Mrs. Jayashree Nair as Managing Director and Mr. S. C. Kachhara as Joint Managing Director for a further period of three years with effect from 1st April, 2017.
There are three independent directors on the Board of the Company, Mr. A. V. Menon, Dr. Dinesh Variar and Mr. Bhagirath Singh Sihag. There is one Non-Executive Director on the Board of the Company - Mrs. Karthika Nair, who retires by rotation at the forthcoming Annual General Meeting, being eligible and offer herself for re-appointment. Accordingly, the Board recommends her re-appointment.
Mrs. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Executive Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary of the Company are the Key Managerial Personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS :
The Independent Directors of the Company - Mr. A. V. Menon, Dr. Dinesh Variar and Mr. Bhagirath Singh Sihag, have submitted declaration complying with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that :-
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;.
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the Profit of the Company for the year ended 31st March, 2016;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE :
As per the listing agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance together with a certificate from Statutory Auditor forms part of this report. A declaration from Managing Director under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also attached to this report.
LISTING WITH STOCK EXCHANGE :
The equity shares of the Company are listed on BSE Limited. The listing fee for year 2016-2017 has been paid by the Company.
RISK MANAGEMENT POLICY :
The Company has adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize impact of these risks and a process to monitor them on regular basis.
RELATED PARTY TRANSACTIONS :
There were no materially significant related party transactions during the year that have potential conflict with the interests of the Company. The transactions with related parties are disclosed in the notes to the financial statements. Form AOC-2 prescribed under the Companies Act, 2013 and Companies (Accounts) Rules, 2014 is furnished as Annexure V to this report.
VIGIL MECHANISM :
In compliance with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism for Directors and employees to report their genuine concerns or grievances. The Whistle Blower Policy is adopted which provides safeguards against victimization of the Whistle Blower Policy. The employees of the Company are free to report any concerns of unethical behavior, suspected fraud or violation of laws to the Audit Committee under this policy. The Whistle Blower Policy is also hosted on the website of the Company.
FORMAL ANNUAL EVALUATION :
As required under the Schedule IV of the Companies Act, 2013 and Clause 49(II) (B)(6) of the Listing Agreement the Independent Directors at their separate meeting held on 13th November, 2015 evaluated the performance of the non-independent directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company, taking into account the views of the Executive Director and also assessed the quality, quantity and timeliness of flow of information between the company management and the board that was necessary for the Board to effectively and reasonable perform their duties.
The Board assessed the performance of the independent directors as per the criteria laid down and have recommended their continuation on the Board. The Board of Directors assessed the performance of individual directors on the Board based on parameters such as relevant experience and skills, focus on shareholder value creation, governance standards, knowledge of business, processes and procedures followed, integrity, relationship with Management, impact on key management decisions etc.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
FIXED DEPOSIT :
The Company has not invited / accepted any deposits during the year under review as envisaged under sections 73, 74 and 76 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act, 2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in deposits with Banks.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :
During the year under review, there have been no significant and material orders passed by any regulators / courts / tribunals that could impact the going concern status and the Company''s operations in future.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part of the Annual Report.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATIONS :
The Company has maintained cordial and harmonious relations with all its employees.
ENVIRONMENT, HEALTH & SAFETY :
The Company is committed to environment protection and industrial safety. Our manufacturing facility is accredited with WHO-GMP and complies with applicable environment regulations. Our manufacturing facility has achieved ISO 9001:2008 certification from SGS United Kingdom Limited. The Company conducts medical check-up programs, first aid sessions and fire safety sessions for employees.
EXTRACT OF ANNUAL RETURN :
The Extract of Annual Return of the Company as on 31st March, 2016 is attached herewith as Annexure I to this report.
AUDITORS AND AUDITORSâ REPORT : STATUTORY AUDIT :
M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Auditors Report read with the notes to accounts are self-explanatory.
SECRETARIAL AUDIT :
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s J. H. Ranade & Associates, a firm of Company Secretary in practice to conduct secretarial audit of the Company. The Secretarial Audit Report is annexed herewith to the Directors Report in Annexure II.
RATIO OF REMUNERATION :
As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 the required details are given below :
a.
|
Directors |
Ratio to median Remuneration |
|
Mrs. Jayashree Nair |
25:1 |
|
Mr. S. C. Kachhara |
25:1 |
|
Mr. A. V. Menon |
0.19:1 |
|
Dr. Dinesh Variar |
0.15:1 |
|
Mr. Bhagirath Singh Sihag |
0.19:1 |
|
Mrs. Karthika Nair |
0.19:1 |
b. The percentage increase in remuneration of Mrs. Jayashree Nair, Managing Director is 12%, Mr. S. C. Kachhara, Executive Director and Chief Financial officer is 12% (as approved by members in 23rd Annual General Meeting) and Ms. Nikita Phatak, Company Secretary is 8%.
c. The median remuneration of employees increased by 8% in the financial year.
d. There are 143 permanent employees on the rolls of the Company.
e. The Companyâs PAT increased from Rs. 256.97 lakhs to Rs. 322.62 lakhs, an increase of 12% against which the average increase in remuneration is 8% and this increase is aligned with the Companyâs Remuneration Policy.
f. The aggregate remuneration of key managerial personnel (KMP) is Rs. 108.38 lakhs, revenue of the Company during the year is Rs. 4672.81 lakhs and the remuneration of KMP is 2.32% of revenue.
g. The market capitalization of the Company as on 31st March, 2016 was Rs. 47.79 crores and as on 31st March, 2015 was Rs. 29.91 crores. The PE ratio of the Company as on 31st March, 2016 was 14.82 and as on 31st March, 2015 was 11.65. The Company made public offer of equity shares (of face value Rs. 10/- each share) at premium (of Rs. 30/- each share) in the year 1995.
h. The average percentile increase in salaries of employees other than managerial personnel is 8% and increase in managerial remuneration is 12% as approved by members at the 23rd Annual General Meeting.
i. There is no variable component linked to various parameters - financial and non-financial in the remuneration availed by the directors.
j. During the year, there was no employee, who is not a director of the Company and received remuneration in excess of the highest paid directors.
k. We affirm that the remuneration paid is as per Remuneration Policy of the Company.
GENERAL :
The Company has constituted an internal complaints committee under the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) Act, 2013 for prevention and redressal of complaints of sexual harassment at workplace. Your Directors further state that during the year under review, there was no complaints filed pursuant to said Act.
APPRECIATION :
Your Directors thank statutory authorities and bankers for co-operation extended by them to the Company. Your Directors place on record their sincere appreciation of the continued support by the employees and finally thank the shareholders for the trust placed by them with the Company.
FOR AND ON BEHALF OF THE BOARD
Place : Mumbai Jayashree Nair
Date : 27th May, 2016 Chairperson & Managing Director
Registered Office :
Nair Baug, Akurli Road, Kandivli (East), Mumbai 400101
Tel. No. :022-61551234 ⢠Fax No. :022-28868349
Email - investors@bdhind.com ⢠Website : www.bdhind.com
CIN - L40300MH1990PLC059299
Mar 31, 2015
The Directors have pleasure in presenting Twenty Fifth Annual Report
of the Company together with the Audited Financial Statements for the
year ended 31st March, 2015.
FINANCIAL RESULTS :
The financial performance of the Company is summarized below :-
(Rs,in Lakhs)
Particulars 2014-2015 2013-2014
Sales (Gross) 4512.57 4310.17
Sales (Net) 4461.36 4263.59
Other Income 121.73 124.42
Total Income 4583.10 4388.01
Profit before Interest
and Depreciation 502.06 490.12
Less : Interent 48.15 73.95
Depreciation 74.47 75.69
Profit before tax 379.44 340.48
Less : Provision for Taxation 132.00 115.19
Deferred Taxation (9.53) (4.49)
Net Profit After Tax 256.97 229.78
Add : Surplus Brought
Forward from the previous year 965.89 871.62
Balance available for
Appropriation 1222.86 1101.40
Less : Transfer to General Reserve 38.55 34.47
Less : Provision for Dividend 97.87 69.06
Less : Tax on Dividend 20.36 11.74
Less: Provision for
Retirement Benefit (20.21) 20.21
Less :
Depreciation on transition
to Schedule II of the
Companies Act, 2013 (Net
of Deferred Tax) 61.50 0.00
Balance carried forward
to Balance Sheet 1024.78 965.89
REVIEW OF OPERATIONS :
During the year 2014-15 Company achieved Sales (Net) of Rs, 4461.36 Lakhs
as compared to Rs, 4263.59 Lakhs in the previous year registering growth
by 4.6% over previous year. The Operating Profit of the Company i.e.
Profit before Interest and Depreciation has increased from Rs, 490.12
lakhs in previous year to Rs, 502.06 lakhs in 2014-15. The Company earned
Net Profit of Rs, 256.97 lakhs during the year as against Rs, 229.78 lakhs
as in previous year thereby showing growth of 12% in Net Profit after
Tax. Your Directors have approved a transfer of Rs, 38.55 lakhs to
General Reserve for the year ended 31st March 2015 as against an amount
of Rs, 34.47 lakhs in previous year. After adding the surplus brought
forward from previous year of Rs, 965.89 lakhs, Rs,1024.78 lakhs is carried
to the Balance Sheet as surplus in Statement of Profit & Loss.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :
No event occurred between the end of the year to which the financial
statements are related and the date of report that would materially
change or affect the financial position of the Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY :
There has been no material change in the nature of business during the
financial year under review.
DIVIDEND :
Your Directors are pleased to recommend dividend of Rs, 1.40/- per equity
share of Rs, 10/- each (previous year Rs, 1.20/- per share) plus Special
Silver Jubilee Dividend of Rs, 0.30 per equity share of Rs, 10/-, hence
total dividend recommended is Rs, 1.70 per equity share of Rs, 10/- each
for financial year ended 31st March, 2015. The said dividend on equity
shares is subject to the approval of the shareholders at the Annual
General Meeting. The total cash outflow on account of dividend payment,
including distribution tax will be Rs,117.80 lakhs. The dividend is tax
free in the hands of shareholders.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors at present has six members Mrs. Jayashree Nair,
is the Chairperson and Managing Director of the Company. She was
appointed as Managing Director of the Company for a period of three
years with effect from 1st April 2014 as approved by the members at the
23rd Annual General Meeting. Mr. S.C. Kachhara is the Executive
Director & Chief Financial Officer of the Company. He was appointed as
Executive Director of the Company for a period of three years with
effect from 1st April 2014 as approved by the members at the 23rd
Annual General Meeting. Mr. S. C. Kachhara was also re-designated the
Chief Financial Officer of the Company with effect from 28th May 2014
in compliance with section 203 of the Companies Act 2013. Mr. S. C.
Kachhara (DIN 00019666) retires by rotation at the forthcoming Annual
General Meeting, being eligible and offers himself for re-appointment.
Accordingly, the Board recommends his re-appointment.
There are three Independent Directors on the Board of the Company - Mr.
A.V. Menon (DIN-00019770), Dr. Dinesh Variar (DIN- 00019721) and Mr.
Bhagirath Singh Sihag (DIN-00155407). In order to comply with the
requirements of Section 149(4) and 149(5) of the Companies Act 2013,
the Board of Directors recommended the appointment of the three
Independent Directors as Independent Directors under the provisions of
the Companies Act 2013, subject to the approval of the members at the
24th Annual General Meeting. The approval of members was obtained by
postal ballot, e-voting and poll at the 24th Annual General Meeting and
the results were announced to the stock exchange. The terms of
appointment for the Independent Directors were issued by way of letter
duly signed by Chairperson of the Board.
There is one Non- Executive Director on the Board of the Company - Mrs.
Karthika Nair (DIN-00019695). To comply with the requirement of Section
203 of the Companies Act 2013, Mrs. Jayashree Nair, Managing Director,
Mr. S. C. Kachhara, Executive Director and Chief Financial Officer and
Ms. Nikita Phatak, Company Secretary of the Company have been
re-designated as the Key Managerial Personnel of the Company. The Board
of Directors met five times during the year on 28th May 2014, 12th
August 2014, 17th September 2014, 14th November 2014 and 12th February
2015. The Policy for selection of Directors and determining
independence of a director and Remuneration Policy for Directors, Key
Managerial Personnel and another employees is attached herewith as
Annexure III(A) and Annexure III(B) to this report.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Independent Directors on the Board of the Company have submitted
their declaration stating that they meet the criteria of independence
under section 149(6) of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimated that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the Profit and loss
of the Company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE GOVERNANCE :
The Company has complied with the requirements of Corporate Governance
as stipulated under Listing Agreement and a Corporate Governance Report
is part of this Annual Report. A certificate from Statutory Auditor of
the Company on compliance of the conditions stipulated for Corporate
Governance under Clause 49 of the Listing Agreement is attached to this
report. A declaration by the Managing Director pursuant to clause 49 of
the Listing Agreement regarding adherence to the Code of Conduct by the
Members of the Board and by the Members of the Senior Management
Personnel of the Company is also attached to this report.
LISTING WITH STOCK EXCHANGE :
The equity shares of the Company are listed with Bombay Stock Exchange
Limited. The annual listing fee for year 2015-2016 has been promptly
paid by the Company.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy to identify and
categorize various risks, implement measures to minimize impact of
these risks and a process to monitor them on regular basis.
RELATED PARTY TRANSACTIONS :
There were no materially significant related party transactions during
the year that have any potential confect with the interests of the
Company. The transactions with related parties are disclosed in the
notes to the financial statements. Form AOC-2 prescribed under the
Companies Act 2013 and Companies (Accounts) Rules, 2014 is furnished as
Annexure V to this report.
VIGIL MECHANISM :
The Company has established a Vigil Mechanism for Directors and
employees to report their genuine concerns or grievances. The Whistle
Blower Policy is adopted which provides safeguards against
victimization of the Whistle Blower. The employees of the Company are
free to report any concerns of unethical behavior, suspected fraud or
violation of laws to the Audit Committee under this policy.
FORMAL ANNUAL EVALUATION :
As required under Schedule IV of the Companies Act 2013 and Clause
49(II)(B)(6) of the Listing Agreement the Independent Directors at
their separate meeting held on 12th February 2015 evaluated the
performance of the non-independent directors and the Board as a whole.
They also reviewed the performance of the Chairperson of the Company,
taking into account the views of Executive Director and Non-Executive
Director and also assessed the quality, quantity and timeliness of fort
of information between the Company management and the Board that was
necessary for the Board to effectively and reasonably perform their
duties.
Also as required under Clause 49 of the Listing Agreement, the Board
assessed the performance of the Independent Directors as per the
criteria laid down and have recommended their continuation on the
Board. The Board of Directors assessed the performance of the
individual directors on the Board based on parameters such as relevant
experience and skills, focus on shareholder value creation, governance
standards, knowledge of business, processes and procedures followed,
integrity, relationship with Management, impact on key management
decisions etc. The Members of the Committee of audit, nomination and
remuneration, shareholders / investors grievance and share transfer
were also assessed on the above parameters and also in context of the
Committee's effectiveness vis-Ã - vis the Companies Act 2013 and the
Listing Agreement.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
FIXED DEPOSIT :
The Company has not invited / accepted any deposits during the period
under review as envisaged under Sections 73, 74 and 76 of the Companies
Act, 2013.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :
The Company has not made any loans to any third party as envisaged
under section 186 of the Companies Act, 2013. The Company has not given
any guarantees other than bank guarantees into the normal course of
business to meet the contractual obligations. The Board of Directors
have authorized the Company to invest the surplus of the Company in
deposits with Banks.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :
During the year under review, there have been no significant and
material orders passed by any regulators / courts / tribunals that
could impact the going concern status and the Company's operations in
future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The information required under Section 134(3)(m) of the Companies Act,
2013 read with the Rule 8(3)of Companies (Accounts)Rules, 2014, Chapter
XI, particulars of energy conservation, technology absorption and
foreign exchange earnings and outgo are appended hereto as Annexure IV
to this Report.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATION :
The Company has maintained cordial and harmonious relations with all
its employees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 none of the Directors/Employees are
drawing remuneration / salaries in excess of Rs. 60,00,000/- per annum or
Rs. 5,00,000/- per month.
ENVIRONMENT, HEALTH & SAFETY :
The Company continued its commitment to environment protection and
industrial safety. Our manufacturing facility is accredited with
WHO-GMP and complies with applicable environmental regulations. The
Company also received ISO 9001:2008 Certificate from SGS United Kingdom
Limited. Periodical audits are done internally to assess the efficiency
of the plant. The Company conducts medical check-up programs, first aid
courses and fire safety sessions for employees. The Company has also
upgraded the fire fighting system during the year.
EXTRACT OF ANNUAL RETURN :
The Extract of Annual Return of the Company as on 31st March 2015 is
annexed herewith as Annexure I to this Report.
AUDITORS AND AUDITORS' REPORT :
STATUTORY AUDIT :
M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment. The
Auditors Report read with notes to financial statements are self-
explanatory.
SECRETARIAL AUDIT :
Pursuant to the provisions of section 204 of the Companies Act 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, Mr. J. H. Ranade, Company Secretary in practice was
appointed to conduct Secretarial Audit. The Secretarial Report for the
year ended 31st March, 2015 is annexed as Annexure II to this report.
RATIO OF REMUNERATION :
As required under Section 197(12) of Companies Act 2013 read with
Companies (Appointment and Remuneration of Managerial Personnal) Rules,
2014 the required details are given below :
a. Directors Ratio to median Remuneration Mrs. Jayashree Nair 24:1
Mr. S. C. Kachhara 24:1
Mr. A. V. Menon 0.20:1
Dr. Dinesh Variar 0.20:1
Mr. Bhagirath Singh Sihag 0.20:1
Mrs. Karthika Nair 0.20:1
b. The percentage increase in remuneration of Mrs. Jayashree Nair,
Managing Director is 67%, Mr. S. C. Kachhara, Executive Director &
Chief Financial Officer is 67% (as approved by members in 23rd Annual
General Meeting) and Ms. Nikita Phatak, Company Secretary is 11%.
c. The median remuneration of employees increased by 11% in the
financial year.
d. There are 162 permanent employees on the rolls of Company.
e. The Company's PAT increased from Rs, 229.78 lakhs in 2013-14 to Rs,
256.97 lakhs in 2014-15, an increase of 12% against which the average
increase in remuneration is 11% and this increase is aligned with the
Company's Remuneration Policy.
f. The aggregate remuneration of key managerial personnel (KMP) is Rs,
96.70 lakhs, revenue of the Company during the year is Rs, 4583.10 lakhs
and the remuneration of KMP is 2% of the revenue.
g. The market capitalization of the Company as on 31st March 2015 was
Rs, 29.91 crores and as on 31st March 2014 was Rs, 11.40 crores. The PE
ratio of the Company as on 31st March 2015 was 11.64 and as on 31st
March 2014 was 4.96.The Company made a public offer of equity shares
(of face value Rs, 10/- each share) at premium (of Rs, 30/- each share) in
the year 1995.
h. The average percentile increase in salaries of employees other than
managerial personnel is 11% and increase in managerial remuneration is
67% as approved by the members at the 23rd Annual General Meeting.
i. There is no variable component linked to various parameters -
financial and non-financial in the remuneration availed by the
directors.
j. During the year there was no employee, who is not a director of the
Company and received remuneration in excess of the highest paid
director.
k. We affirm that remuneration paid is as per Remuneration Policy of
the Company.
GENERAL:
The Company has constituted an internal complaints committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 for prevention and redressal of complaints of
sexual harassment at workplace. Your Directors further state the during
the year under review, there was no complaint fled pursuant to said
Act.
APPRECIATION :
Your Directors thank statutory authorities and bankers for co-operation
extended by them to the Company. Your Directors place on record their
sincere appreciation of the continued support by the employees and
finally thank all shareholders for the trust placed by them with the
Company.
FOR AND ON BEHALF OF THE BOARD
Place Mumbai Jayashree Nair
Date 27th May, 2015 Chairperson & Managing Director
Registered Office :
Nair Baug, Akurli Road,
Kandivli (East), Mumbai 400101
Tel. No. :022-61551234
- Fax No. :022-28868349
Email: investor.bdh@mtnl.net.in
- Website : www.bdhind.com
CIN - L24230MH1990PLC059299
Mar 31, 2014
THE MEMBERS,
BDH INDUSTRIES LIMITED
The Directors have pleasure in presenting Twenty Fourth Annual Report
together with the Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS :
The financial performance of the Company is summarized below :-
(Rs. in Lakhs)
Particulars 2013-2014 2012-2013
Sales (Gross) 4310.17 4172.59
Sales (Net) 4263.59 4053.33
Other Income 124.42 76.48
Total Income 4388.01 4129.81
Profit before Interest and Depreciation 490.12 403.69
Less : Interest 73.95 82.88
Depreciation 75.69 72.46
Profit before Tax 340.48 248.35
Less Provision for Taxation 115.19 80.66
Deferred Taxation (4.49) 0.43
Net Profit After Tax 229.78 167.26
Add Surplus Brought Forward from the
previous year 871.62 779.63
Balance available for Appropriation 1101.40 946.89
Less Transfer to General Reserve 34.47 8.36
Less Provision for Dividend 69.09 57.57
Less : Tax on Dividend 11.74 9.34
Less Provision for Retirement Benefit 20.21 -
Balance carried forward to Balance Sheet 965.89 871.62
REVIEW OF OPERATIONS :
During the year 2013-14 Company achieved Sales (Net) of Rs. 4263.59 Lakhs
as compared to Rs. 4053.33 Lakhs in the previous year registering growth
by 5% over previous year.
The Operating Profit of the Company i.e. Profit before Interest and
Depreciation has increased from Rs. 403.69 lakhs in previous year to Rs.
490.12 lakhs in 2013-14. The Company earned Net Profit of Rs. 229.78
lakhs during the year as against Rs. 167.26 lakhs as in previous year
thereby showing growth of 37% in Net Profit after Tax.
After adding the surplus brought forward from previous year of Rs. 871.62
lakhs, Rs. 965.89 lakhs is carried to the Balance Sheet as surplus in
Statement of Profit & Loss.
DIVIDEND :
Your Directors are pleased to recommend dividend of Rs. 1.20/- per equity
share of Rs. 10/- each (previous year Rs. 1/- per share) for financial year
ended 31st March, 2014. The dividend on Equity Shares is subject to the
approval of the shareholders at the Annual General Meeting. The total
cash outflow on account of dividend payment, including distribution tax
will be Rs. 80.83 lakhs. The dividend is tax free in the hands of
shareholders.
SHARE LISTING :
The Equity shares of the Company are listed on Bombay Stock Exchange.
The Listing fee for year 2014-2015 has been paid by the Company.
FUTURE PROSPECTS :
Your Company is accredited with WHO GMP Certificate which is renewed
for two years as per WHO Guidelines. ISO 9001-2008 Certificate from SGS
United Kingdom Limited has been renewed for three years.
The implementation of technology in production process has improved the
operations of the Company. The modern technology speeds up the
manufacturing processes, increases the production capacity thereby
reducing the cost and also complies with guidelines relating to Current
Good Manufacturing Practices. The introduction of shrink packaging has
reduced the cost of packaging material.
We have been registering products with various countries. Also there
are visits by various MOH (Ministry of Health) of various Governments
as well as customers. Our manufacturing facilities are monitored and
approved by regulatory authorities.
Pharma business has detailed procedure for registration and it takes
nearly 6 months to 24 months for completing the registration and
begining of business. The gestation period is high due to various
stages of operation by every country in their own way.
The medicines are marketed at the lowest prices in the world at the
same time high standard is maintained. Being in pharma sector, inspite
of limitations the future growth in business is expected in Domestic as
well as Export markets.
FIXED DEPOSIT :
The Company has not invited / accepted any deposits from the Public
within the meaning of Section 58AA of the Companies Act, 1956 during
the year under review.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION:
Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of the Board of
Directors)Rules, 1988 particulars of energy conservation, technology
absorption and foreign exchange earnings and outgo are appended hereto
as Annexure I and forms part of the Annual Report.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATION :
The Company has maintained cordial and harmonious relations with all
its employees.
PERSONNEL:
None of the Directors/Executives/Employees are drawing remuneration /
salaries in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- per month if
employed for the part of the year and thus no separate disclosure is
required to be made under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules 1975.
COST AUDIT :
Pursuant to the provisions of the section 233B of the Companies Act
1956 and with prior approval of Central Government, Krishna S &
Associates, Cost Accountants were appointed as the Cost Auditors to
conduct audit of cost records of Company for financial year ended
2013-14. The Cost Audit Report for the financial year 2012-13 which was
due to be filed with the Ministry of Corporate Affairs was filed on
28th September 2013.
ENVIRONMENT, HEALTH & SAFETY :
Our manufacturing facility has achieved ISO 9001:2008 certification and
complies with applicable environmental regulations. The Company
conducts medical check-up programs for employees. The Company also
conducts Basic First Aid Course and Fire Safety Sessions for employees.
RESEARCH AND DEVELOPMENT :
The in-house R&D constantly monitors the manufacturing process to
improve yields and quality making it eco friendly and cost effective.
We also improve upon packaging and make products more patient friendly.
We also strengthen our need for R&D by taking co-operation from various
research institutes.
BOARD OF DIRECTORS :
Mr. S. C. Kachhara and Mrs. Karthika Nair retire by rotation at the
forthcoming Annual General Meeting, being eligible and offer themselves
for re-appointment. Accordingly, the Board recommends their
re-appointment.
Mr. A. V. Menon, Dr. Dinesh Variar and Mr. Bhagirath Singh Sihag are
being re-appointed as Independent Directors for a period of five years
till 31st March 2019 under the provisions of section 149 of the
Companies Act, 2013.
A brief note on the Directors retiring by rotation and eligible for
re-appointment as well as Independent Directors being appointed is
furnished in the Report on Corporate Governance.
DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to Section 217(AA) of the Companies Act, 1956, the Directors
confirm that :
In the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
Such accounting policies have been selected and consistently applied
and judgements and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2014 and of the profit of the Company for
the year ended 31st March 2014.
To the best of knowledge and information, proper and sufficient care
has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets
of the Company and for preventing and detecting fraud and other
irregularities.
The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE :
As per the listing agreement with the stock exchange, the Company has
complied with the requirements of Corporate Governance. A report on
Corporate Governance together with a certificate from Statutory Auditor
forms part of this report.
AUDITORS AND AUDITORS'' REPORT :
M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment. The
Auditors Report read with the notes to accounts are self- explanatory.
APPRECIATION :
The Board of Directors thank Central Bank of India, Food & Drugs
Control Administration, Director General of Foreign Trade and Statutory
authorities for their support and co-operation to the Company.
Your Directors place on record their appreciation of the contribution
made by all the employees and finally thank all the shareholders of the
Company for their continued confidence and trust placed by them with
the Company.
FOR AND ON BEHALF OF THE BOARD
Place Mumbai Jayashree Nair
Date 28th May, 2014 Chairperson & Managing Director
Registered Office :
Nair Baug, Akurli Road,
Kandivli (East), Mumbai 400101
Tel. No. :022-61551234
Fax No. :022-28868349
Email: investor.bdh@mt.nl.net.in
Website : www.bdhind.com
CIN - L24230MH1990PLC059299
Mar 31, 2013
To, THE MEMBERS of BDH INDUSTRIES LIMITED
The Directors have pleasure in presenting Twenty Third Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2013.
FINANCIAL RESULTS :
(Rs. in Lakhs)
Particulars 2012-2013 2011-2012
Sales (Gross) 4172.59 4165.64
Sales (Net) 4053.33 4015.04
Other Income 76.48 13.92
Total Income 4129.81 4028.96
Profit before Interest and Depreciation 403.69 349.95
Less : Interest 82.88 93.02
Depreciation 72.46 96.17
Profit before tax 248.35 160.76
Less : Provision for Taxation 80.66 60.47
Deferred Taxation 0.43 (8.31)
Net Profit After Tax 167.26 108.60
Add : Surplus Brought Forward
from the previous year 779.63 716.49
Balance available for Appropriation 946.89 825.09
Less : Transfer to General Reserve 8.36 5.43
Less : Provision for Dividend 57.57 34.54
Less : Tax on Dividend 9.34 5.60
Less : Provision no longer required (0.11)
Balance carried forward to Balance Sheet 871.62 779.63
REVIEW OF OPERATIONS :
During the year 2012-13 Company achieved Sales (Net) ofRs. 4053.33 Lakhs
as compared to Rs. 4015.04 Lakhs in the previous year.
The Operating Profit of the Company i.e. Profit before Interest and
Depreciation has increased from Rs. 349.95 lakhs in previous year to Rs.
403.69 lakhs in 2012-13. The Company earned Net Profit of Rs. 167.26
lakhs during the year as against Rs. 108.60 lakhs as in previous year
thereby showing growth of 54% in Net Profit after Tax.
After adding the surplus brought forward from previous year of Rs. 779.63
lakhs, Rs. 871.62 lakhs is carried to the Balance Sheet as surplus in
Statement of Profit & Loss.
DIVIDEND :
Your Directors are pleased to recommend a dividend of Rs. 1.00 (Rupee one
only) per equity share of Rs. 10/- each for the financial year ended 31st
March, 2013. The dividend, if approved by the shareholders, will entail
a payout of Rs. 66.91 lakhs including dividend distribution tax of Rs. 9.34
lakhs. The dividend is tax free in the hands of shareholders.
SHARE LISTING :
The equity shares of the Company are listed on Bombay Stock Exchange.
The listing fee for year 2013-14 has been paid by the Company.
FUTURE PROSPECTS :
Your Company is accredited with WHO GMP Certificate and the same is
under renewal. The Company is also accredited with ISO 9001- 2008
Certificate from SGS United Kingdom Limited.
The implementation of modern technology in the production processes
shall yield better results. Consistent efforts are made to introduce
technology upgradation and comply with guidelines relating to Good
Manufacturing Practices.
We have been registering products with various countries. Also there
are visits by various MOH (Ministry of Health) of various Governments
as well as customers. Our manufacturing facilities are monitored and
approved by regulatory authorities.
Pharma business has detailed procedure for registration and it takes
nearly 6 months to 24 months for completing the registration and
begining of business. The gestation period is high due to various and
multiple stages of operation by every country in their own way.
The medicines are marketed at the lowest prices in the world at the
same time high standard is maintained. Being in pharma sector, inspite
of limitations the future growth in business is expected in Export
markets.
FIXED DEPOSIT :
The Company has not invited / accepted any deposits from the public
within the meaning of Section 58A of the Companies Act, 1956 during the
year under review.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
The particulars required to be included in terms of section 217 (1) (e)
of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the report of Board of Directors) Rules, 1988 with
regard to conservation of energy, technology absorption, foreign
exchange earnings and outgo are given in the Annexure.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATION :
The Company has maintained cordial and harmonious relations with all
its employees.
PERSONNEL :
None of the Directors /Executives /Employees are drawing remuneration /
salaries in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- per month if
employed for the part of the year and thus no separate disclosure is
required to be made under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of employees) Rules, 1975.
COST AUDIT
Pursuant to section 233B of Companies Act, 1956 and with prior approval
of Central Government, Krishna S & Associates, Cost Accountants, were
appointed as Cost Auditors to conduct audit of cost records of the
Company for the financial year 2012-13.
The Cost Audit Report for financial year 2011-12 which was due to be
filed with Ministry of Corporate Affairs on or before 28th February,
2013 was filed on 24th January, 2013.
ENVIRONMENT, HEALTH & SAFETY :
Our manufacturing facility remains compliant with applicable
environmental regulations. Our facility has achieved certification such
as ISO 9001:2008. The Company organizes various health related medical
check-up programs for employees. The Company has taken initiatives to
enhance safety standards at its manufacturing facility and office
premises. We will strive to futher improve ourselves to create safer
working conditions for our workers.
RESEARCH AND DEVELOPMENT :
The Company has always considered Research and Development (R&D) as
crucial for the sustained growth of the Company. The global challenges
for the Indian pharma industry at large have increased several folds in
the face of the transition from process to product patent regime in
India from 2005.
Apart from development of new dosage forms and drug delivery systems,
improvement in processes and yields as well as cost reduction are also
focus areas.
BOARD OF DIRECTORS :
Dr. Dinesh Variar, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting, being eligible and offers himself
for re-appointment. His qualifications include M.B.B.S. (Bom.). He is
connected with medical profession for 34 years. He is not a Director of
any other Company. Accordingly, the Board recommends his
re-appointment.
Mr. Bhagirath Singh Sihag, Director of the Company, retires by rotation
at the forthcoming Annual General Meeting, being eligible and offers
himself for re-appointment. Mr. Bhagirath Singh Sihag has 32 years of
experience in the areas of Finance and Taxation and his qualifications
include B.Com and F.C.A. He is also a Director in Remi Securities
Limited, Remi Cool Fans Limited and Shrinkala Securities Limited.
Accordingly, the Board recommends his re-appointment.
Brief resume of the Directors being reappointed is provided in the
notice convening the Annual General Meeting of the Company as required
by Clause 49 of the Listing Agreement.
DIRECTOR''S RESPONSIBILITY STATEMENT :
As stipulated in Section 217 (2AA) of Companies Act, 1956, the
Directors confirm that :-
1) In the preparation of the annual accounts for the financial year
ended March 31, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit or
loss of the company for the year under review.
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4) The Directors have prepared the accounts for the financial year
ended 31st March, 2013 on a going concern basis.
CORPORATE GOVERNANCE :
As per the listing agreement with the stock exchange, the Company has
complied with the requirements of Corporate Governance. A report on
Corporate Governance together with a certificate from Statutory Auditor
forms part of this report.
AUDITORS AND AUDITORS'' REPORT :
M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment. The
Auditors Report read with the notes to financial statements are
self-explanatory.
APPRECIATION :
Your Directors thank Central Bank of India, Food & Drugs Control
Administration, Director General of Foreign Trade and other Government
authorities for their continued support to the Company.
Your Directors place on record their sincere appreciation for the
dedicated service rendered by the employees of the Company at all
levels and above all acknowledge with gratitude the co-operation of the
shareholders.
FOR AND ON BEHALF OF THE BOARD
Jayashree Nair
Chairperson & Managing Director
Place : Mumbai.
Date: 30th May 2013
Registered Office:
Nair Baug, Akurli Road,
Kandivli (E), Mumbai - 400 101
Mar 31, 2012
To, THE MEMBERS OF BDH INDUSTRIES LIMITED.
The Directors have pleasure in presenting Twenty Second Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2012.
FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars 2011-2012 2010-2011
Sales (Gross) 4165.64 3840.05
Sales (Net) 4015.04 3731.86
Other Income 13.92 0.08
Total Income 4028.96 3731.94
Profit before Interest and Depreciation 349.95 270.02
Less : Interest 93.02 95.22
Depreciation 96.17 72.14
Profit before tax 160.76 102.66
Less : Provision for Taxation 60.47 31.72
Deferred Taxation (8.31) (6.70)
Net Profit After Tax 108.60 77.64
Add : Surplus Brought Forward from the
previous year 716.49 672.42
Balance available for Appropriation 825.09 750.06
Less : Transfer to General Reserve 5.43 -
Less : Provision for Dividend 34.54 28.79
Less : Tax on Dividend 5.60 4.78
Less : Provisions no longer required (0.11) -
Balance carried forward to Balance Sheet 779.63 716.49
REVIEW OF OPERATIONS:
During the year 2011-12 Company achieved Sales (Net) of Rs. 4015.04 Lakhs
as compared to Rs. 3731.86 Lakhs in the previous year registering growth
by 8% over previous year.
The Operating Profit of the Company i.e. Profit before Interest and
Depreciation has increased from Rs. 270.02 lakhs in previous year to Rs.
349.95 lakhs in 2011-12. The Company earned Net Profit of Rs. 108.60
lakhs during the year against Rs. 77.64 lakhs as in previous year thereby
showing growth of 40% in Net Profit after Tax.
After adding the surplus brought forward from previous year of Rs. 716.49
lakhs, Rs. 779.63 lakhs is carried to the Balance Sheet as surplus in
Profit & Loss A/c.
DIVIDEND:
Your Directors are pleased to recommend dividend of Rs. 0.60/- per equity
share of Rs. 10/- each (previous year Rs. 0.50/- per share) for financial
year ended 31st March, 2012. The dividend on Equity Shares is subject
to the approval of the shareholders at the Annual General Meeting. The
total cash outflow on account of dividend payment, including
distribution tax will be Rs. 40.14 lakhs. The dividend is tax free in
the hands of shareholders.
SHARE LISTING :
The Equity shares of the Company are listed on Bombay Stock Exchange.
The Listing fee for year 2012-2013 has been paid by the Company.
FUTURE PROSPECTS:
Your Company is accredited with WHO GMP Certificate. The Company has
received ISO 9001-2008 Certificate from SGS United Kingdom Limited.
The implementation of modern technology in the production processes
shall yield better results. Consistent efforts are made to introduce
technology upgradation and comply with guidelines relating to Good
Manufacturing Practices.
We have been registering products with various countries. Also there
are visits by various MOH (Ministry of Health) of various Governments
as well as customers. Our manufacturing facilities are monitored and
approved by regulatory authorities.
Pharma business has detailed procedure for registration and it takes
nearly 6 months to 24 months for completing the registration and
begining of business. The gestation period is high due to various
stages of operation by every country in their own way.
The medicines are marketed at the lowest prices in the world at the
same time high standard is maintained. Being in pharma sector, inspite
of limitations the future growth in business is expected in Domestic as
well as Export markets.
FIXED DEPOSIT:
The Company has not invited / accepted any deposits from the Public
within the meaning of Section 58A of the Companies Act, 1956 during the
year under review.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION:
Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the
Companies' (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 particulars of energy conservation, technology
absorption and foreign exchange earnings and outgo are appended hereto
as Annexure and forms part of the Annual Report.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATION :
The Company has maintained cordial and harmonious relations with all
employees.
PERSONNEL :
None of the Directors/Executives/Employees are drawing remuneration /
salaries in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- per month if
employed for the part of the year and thus no separate disclosure is
required to be made under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975.
COST AUDIT :
M/s. Ketki D. Visariya & Co., Cost Accountants is being appointed as
the Cost Auditors to conduct audit of cost records of Company for
financial year ended 31st March, 2012.
ENVIRONMENT, HEALTH & SAFETY :
Our manufacturing facility remains compliant with applicable
environmental regulations. Our facility has achieved certification such
as ISO 9001:2008. The Company organizes various health related medical
check-up programs for employees. The Company has taken initiatives to
enhance safety standards at its manufacturing facility and office
premises.
RESEARCH AND DEVELOPMENT :
The regular R&D activities are carried out in-house to improve upon the
existing process and development of new products. We also improve upon
packaging and make products more patient friendly. We also strengthen
our need for R&D by taking co-operation from various research
institutes.
BOARD OF DIRECTORS :
Mr. A. V. Menon, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting, being eligible and offers himself
for re-appointment. Accordingly, the Board recommends his
re-appointment.
Dr. Dinesh Variar, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting, being eligible and offers himself
for re-appointment. Accordingly, the Board recommends his
re-appointment.
Brief resume of the Directors being reappointed is provided in the
notice convening the Annual General Meeting of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT :
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that :
In the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
Such accounting policies have been selected and consistently applied
and judgments and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2012 and of the profit of the Company for
the year ended 31st March 2012.
To the best of knowledge and information, proper and sufficient care
has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
As per the listing agreement with the stock exchange, the Company has
complied with the requirements of Corporate Governance. A report on
Corporate Governance together with a certificate from Statutory Auditor
forms part of this report.
AUDITORS AND AUDITORS' REPORT:
M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment. The
Auditors Report read with the notes to financial statements are
self-explanatory.
APPRECIATION :
Your Directors thank Central Bank of India, Food & Drugs Control
Administration, Director General of Foreign Trade and other Government
authorities for their continued support to the Company.
Your Directors place on record their sincere appreciation for the
dedicated service rendered by the employees of the Company at all
levels and above all acknowledge with gratitude the co-operation of the
shareholders.
FOR AND ON BEHALF OF THE BOARD
Jayashree Nair
Chairperson & Managing Director
Place : Mumbai.
Date : 30th July, 2012
Registered. Office:
Nair Baug, Akurli Road,
Kandivli (East), Mumbai - 400 101.
Mar 31, 2010
The Directors have pleasure in presenting Twentieth Annual Report
together with the Audited Statement of Accounts (or the year ended 31st
March, 2010.
FINANCIAL RESULTS:
(Rs. in Lakhs)
Particulars 2009-2010 2008-2009
Sales (Gross) 3039.98 2437.75
Sales (Net) 2959.69 2340.61
Otnerlncome 1.21 1.59
Total Ircome 2960.90 2342.20
Profit betore lritefest and Deprecation 256.50 253.05
Less: Interest 106.78 142.16
Depreciation 70.19 68.32
Profit before tax 79.53 42.58
Less: Provision for Taxation 24.57 8.96
Provision for Fringe Benefit Tax 0.00 009
Deferred Taxation 0.66 (1.04)
Net Profit After Tax 54.30 34.57
Add; Surplus Brought Forward from the
previous year 618.12 583.55
Less Provision for Taxation in
respect of earlier years
Amount avaiabte for appiopraton earned
forward to BalarceSheel 672.42 618.12
REVIEW OF OPERATIONS:
During the year 2009-10 Company achieved Sales (Net) of Rs. 2959.69
Lakhs as compared to Rs. 2340.61 Lakhs in the previous year registering
growih by 26% over previous year.
The Operating Profit of the Company i.e. Profit before Interest and
Depreciation has increased marginally from Rs. 253.06 lakhs in previous
year to Rs. 256.50 lakhs in 2009-10. The Company earned Net Profit of
Rs. 54.30 lakhs during the year as against Rs. 34.57 lakhs as in
Previous year thereby showing growth of 57% in Net Profit after Tax.
After adding the surplus brought forward from previous year of
Rs.618.12 lakhs, Rs. 672.42 lakhs is carried to the Balance Sheet as
surplus in Profit & Loss A/c.
DIVIDEND:
The Company has to utilise the available resources to keep pace with
the technical advancement and also mandatory guidelines relating to
Good Manufacturing Practices, Therefore your Directors do not recommend
any dividend for the financial year ended 31st March, 2010.
SHARE LISTING:
The Companys shares continue to be listed at Bombay Stock Exchange.
The Listing fee for the year 2010-2011 has been paid by the Company.
FUTURE PROSPECTS:
Your Company is accredited with WHO GMP Certificate and its renewal is
due in November 2010. Company has received ISO 9001-2008 Certificate
from SGS United Kingdom Limited and is valid upto 14th April, 2011.
The implementation of modern technology in the production processes
shall yield better results and improved efficiency. Consistent efforts
are being made to introduce technology upgradation and comply with
guidelines relating to Good Manufacturing Practices.
The technological advancement will help us to meet the required
standards of the customers as well as the requirements of countries and
its regulatory authorities and enable the Company to penetrate into
various overseas markets by increasing registration. We have been
registering products with various countries. Also there are visits by
various MOH (Ministry of Health) of various Governments as well as
customers.
Pharma business has detailed procedure for registration and it takes
nearly 6 months to 24 months for completing the registration and
begining of business. The gestation period is high due to various
stages of operation by each country.
The medicines are marketed at the lowest prices in the world at the
same time high standard is maintained. Being in pharma sector, inspite
of limitations the future growth in business is expected in Domestic as
well as Export markets.
RXED DEPOSIT:
The Company has not invited / accepted any deposits from the Public
within the meaning of Section 58A of the Companies Act, 1956 during the
year under review.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION:
Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules. 1988 particulars of energy conservation, technology
absorption and foreign exchange earnings and outgo are appended hereto
as Annexure and forms part of the Annual Report.
INSURANCE:
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATION:
The Company continues to have cordial and harmonious relations with its
employees. The Company has Reward and Recognition Programme.
PERSONNEL:
None of the Directors/Executives/Employees are drawing remuneration /
salaries in excess of Rs. 24,00.0007- p.a. or Rs. 2,00,000/- per month
if employed for the part of the year and thus no separate disclosure is
required to be made under section 217 (2A) of the Companies Act. 1956
read with the Companies (Particulars of Employees) Rules, 1975.
RESEARCH AND DEVELOPMENT:
The regular R&D activities are carried out inhouse to improve upon the
existing process and development of now products. Wo also improve upon
packaging and make products more patient friendly. We also strengthen
our need for Research and Development by taking co-operation from
various research institutes.
BOARD OF DIRECTORS:
Dr. Dinesh Variar, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting, being eligible and offers himself
for re-appointment. Accordingly, the Board recommends his
re-appointment.
Mr. Bhagirath Singh Sihag, Director of the Company, retires by rotation
at the forthcoming Annual General Meeting, being eligible and offers
himself for re-appointment. Accordingly, the Board recommends his
re-appointment.
Brief resume of the Directors being reappointed is provided in the
notice convening the Annual General Meeting of the Company as requirod
by Clause 49 of the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
In the preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
Such accounting policies have been selected and consistently applied
and judgments and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2010 and ol the profit of the Company for
the year ended 31st March 2010.
To the best of their knowledge and information, proper and sufficient
care has been taken for maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, a report on Corporate Governance alongwith the Auditors
Certificate regarding the compliance of the mandatory requirements is
separately given in the Annual Report.
AUDITORS AND AUDITORS REPORT:
M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their re-appointment.
APPRECIATION:
Your Directors acknowledge with gratitude the co-operation and
assistance given by, Central Bank of India, Food & Drugs Control
Administration, Director General of Foreign Trade and other Government
authorities during the year.
Your Directors place on record their appreciation of the efficient
sen/ices rendered by the employees of the Company at all levels and
above all acknowledge with gratitude the continued co-operation of the
shareholders.
FOR AND ON BEHALF OF THE BOARD
Jayashree Nair
Chairperson & Managing Director
Place : Mumbai,
Date : 30th July 2010
Registered. Office:
Nair Baug. Akurli Road,
Kandivli (East). Mumbai - 400 101.
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