Click it and Unblock the Notifications
Directors Report of Bhageria Industries Ltd.
Mar 31, 2025
Your Directors have great pleasure in presenting the 36th Annual Report together with the Audited Accounts of
the Company for the financial year ended March 31, 2025. The consolidated performance of the Company and its
Subsidiary has been referred to wherever required.
FINANCIAL HIGHLIGHTS:
The following is the highlight of the financial performance of the Company during the year under review:
('' in Crores)
|
Standalone |
Consolidated |
|||
|
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
|
Revenue from Operations |
597.16 |
494.97 |
594.61 |
494.33 |
|
Other Income |
6.92 |
16.85 |
6.97 |
16.87 |
|
Total Income |
604.08 |
511.82 |
601.59 |
511.21 |
|
EBITDA |
90.82 |
60.54 |
88.40 |
59.83 |
|
Less : Finance Cost |
1.63 |
1.46 |
2.79 |
1.85 |
|
Less : Depreciation & Amortization expenses |
31.42 |
31.72 |
31.42 |
31.72 |
|
Profit before tax |
57.77 |
27.36 |
54.18 |
26.26 |
|
Tax Expenses |
15.50 |
7.73 |
15.49 |
7.73 |
|
Net Profit after tax |
42.27 |
19.62 |
38.69 |
18.53 |
|
Other Comprehensive Income (Net of tax) |
(0.23) |
(0.19) |
(0.23) |
(0.19) |
|
Total Comprehensive Income after tax |
42.03 |
19.43 |
38.46 |
18.34 |
|
Earing per shares of '' 5 each (In 1 |
9.68 |
4.50 |
9.26 |
4.37 |
OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:
> Operational Review:
On Standalone Basis: During the year under review,
the Company has achieved a Total Income of
'' 604.08 Crores as against '' 511.82 Crores in the
previous financial year. EBITDA for FY25 stood at
'' 90.82 crores with an EBITDA Margin of 15%. The
Profit after tax for the financial year 2024-25 was
''42.27 Crores as compared to previous year of
'' 19.62 Crores.
On Consolidated Basis: During the year under
review, the Company has achieved a Total Income of
'' 601.59 Crores as against '' 511.21 Crores in the
previous financial year. EBITDA for FY25 stood at Rs
88.40 Crores with an EBITDA Margin of 14.69%. The
Profit after tax for the financial year 2024-25 was
'' 38.69 Crores as compared to previous year of
'' 18.53 Crores.
> Segmental Review:
Dyes and Dye intermediates & Chemical Business
On Standalone Basis: The Turnover of the company
from the Chemical Segment amounted to '' 504.31
Crores as against '' 398.56 Crores for the previous
year. The EBIT from this segment stood at '' 56.46
Crores as against '' 11.44 Crores in the previous year.
On Consolidated Basis : The Turnover of the company
from the Chemical Segment amounted to ''504.31
Crores as against ''398.56 Crores for the previous
year. The EBIT from this segment stood at ''56.46
Crores as against '' 11.44 Crores in the previous year
Solar Business
On Standalone Basis: The Turnover of the Company
from Solar Power Operations amounted to ''27.83
Crores as against ''28.90 Crores for the previous
year. The EBIT from this segment stood at ''12.04
Crores as against '' 13.57 Crores in the previous year.
On Consolidated Basis : The Turnover of the company
from the Chemical Segment amounted to ''27.83
Crores as against ''28.90 Crores for the previous
year. The EBIT from this segment stood at ''12.02
Crores as against ''13.57 Crores in the previous year.
Pharma Business
On Standalone basis: The Turnover of the Company
from Pharma Segment amounted to '' 8.12 Crore as
against '' 2.15 Crore for the previous year. The EBIT
from this segment stood art '' (5.64) Crore as against
'' ( 0.43) Crore in the previous year.
On Consolidated Basis : The Turnover of the
company from the Chemical Segment amounted to
''5.57 Crores as against ''2.14 Crores for the previous
year. The EBIT from this segment stood at ''(7.97)
Crores as against '' (0.42) Crores in the previous year.
DIVIDEND:
The Board of Directors has recommended a dividend
of ''1.50/- per share (30%) for the year ended March 31,
2025. This represent pay-out of 15.49%.
As per Regulation 43A of the SEBI Listing Regulations,
the Dividend Distribution Policy is disclosed in the
Corporate Governance Report and is available on the
Company''s website at https://bhageriagroup.com/
company-policies/
As per the prevailing provisions of the Income Tax Act,
1961, the dividend, if declared, will be taxable in the
hands of the shareholders at the applicable rates. For
details, shareholders are requested to refer to the Notice
of Annual General Meeting.
TRANSFER TO RESERVE:
The Company has not transferred any amount to General
Reserve during the financial year.
CAPITAL STRUCTURE:
During the year under review, there was no change
in Authorized, Issued, Subscribed and Paid-up Share
Capital of the Company. The Company has not issued
any equity shares with differential voting rights during
the year.
> Authorized Share Capital
The Authorized Capital of the Company as at March
31, 2025 was '' 25,00,00,000/- (Rupees Twenty Five
Crores only) divided into 5,00,00,000 (Five Crores)
Equity Shares of '' 5/- each.
> Issued and paid up Share Capital
The Paid-up Equity Share Capital as at March 31,
2025 was '' 21,82,20,900/- (Twenty One Crore Eighty
Two Lakh Twenty Thousand Nine Hundred Only)
divided into 4,36,44,180 (Four Crore Thirty Six Lakh
Forty Four Thousand One Hundred & Eighty) Equity
Shares, having face value of '' 5/- each fully paid up.
SUBSIDIARIES, JOINT VENTURE & ASSOCIATE
COMPANIES:
The Company incorporated 4 new Wholly Owned
Subsidiary Companies in FY 24-25 which would enable
the Company to complete the upcoming project, expand
its solar business.
As on March 31, 2025, the Company have Six (6)
subsidiary companies, namely Bhageria & Jajodia
Pharmaceuticals Private Limited, Bhageria Industries
Holding Company W.L.L., Rahuri Cleantech Private
Limited, Salasar Renewables Private Limited, Hikaru
Solar Power Private Limited and New Ahilyanagar Solar
Private Limited. There has been no material change in
the nature of the business of the subsidiaries.
The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company''s website at https://bhageriagroup.com/
company-policies/. Further, in terms of the said policy,
the Company does not have a material subsidiary.
A statement providing details of performance and
salient features of the financial statements of Subsidiary
/Associate/Joint Venture companies, as per Section
129(3) of the Companies Act, 2013 in Form AOC-1, is
provided as Annexure A to the consolidated financial
statement and therefore not repeated in this Report to
avoid duplication.
As on March 31, 2025, the Company does not have joint
venture or associate companies within the meaning of
Section 2(6) of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company
and its subsidiary for FY 2024-25 are prepared in
compliance with the applicable provisions of the
Companies Act and as stipulated under Regulation 33
of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules,
2015. The Audited Consolidated Financial Statements
together with the Auditor''s Report thereon form part of
this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the
audited financial statement including the consolidated
financial statement of the Company and all other
documents required to be attached thereto is available
on the Company''s website https://bhageriagroup.com/
financial-information/ and the financial statements of
the subsidiary, as required, is available on the Company''s
website at https://bhageriagroup.com/financial-
statements-of-subsidiary/
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to
Directors Responsibility statement it is hereby confirmed:
a) that in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures, if any;
b) that 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 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 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 STRUCTURE - BOARD OF DIRECTORS &
KEY MANAGERIAL PERSONNEL:
> Board of Directors
o Composition:
The Board of Directors includes the Executive and
Independent Directors so as to ensure proper
governance and management. The Board
consists of Seven (7) Directors comprising
of Three (3) Executive Directors and Four (4)
Independent Directors including One (1) Woman
Director as on March 31,2025. The composition
of the Board is in conformity with the provisions
of the Act and Regulation 17 of the SEBI Listing
Regulations.
There was no change in composition of the
Board during the FY 2024-25.
o Director liable to retire by rotation:
In accordance with the provisions of Section
152 of the Companies Act 2013 (''''Act'''') and the
Articles of Association of the Company, Mr.
Suresh Bhageria (DIN: 0540285), Director of the
Company, retires by rotation at the forthcoming
Annual General Meeting and being eligible offers
himself for re-appointment.
> Independent Directors:
All the Independent Directors of the Company have
given their respective declaration/ disclosures
under Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations and have
confirmed that they fulfill the independence criteria
as specified under section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations
and have also confirmed that they are not aware
of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with
an objective independent judgment and without any
external influence. Further, the Board after taking
these declarations/disclosures on record and
acknowledging the veracity of the same, concluded
that the Independent Directors are persons of
integrity and possess the relevant expertise and
experience to qualify as Independent Directors of the
Company and are Independent of the Management.
The Board is of the opinion that all Directors
including the Independent Directors of the Company
possess the relevant expertise and experience in
their respective fields.
The Independent Directors of the Company have
confirmed that they have enrolled themselves in
the Independent Directors'' Databank maintained
with the Indian Institute of Corporate Affairs (''IICA'')
in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment & Qualification of
Directors) Rules, 2014.
Out of Four Independent Directors of the Company,
Three Independent Directors are not required to clear
Online Proficiency Self-Assessment Test conducted
by Indian Institute of Corporate Affair (IICA) and
One Independent Director has cleared the Online
Proficiency Self-Assessment Test conducted by
Indian Institute of Corporate Affair (IICA).
> Key Managerial Personnel:
In terms of Section 203 of the Act, the Company has
the following Key Managerial Personnel:
o Mr. Suresh Bhageria, Executive Chairman (WTD)
o Mr. Vinod Bhageria, Managing Director
o Mr. Vikas Bhageria, Jt. Managing Director (WTD)
o Mr. Rakesh Kachhadiya, Chief Financial Officer
o Mrs. Deepa Toshniwal, Company Secretary
There were no changes in the Key Managerial Personnel
of the Company during the year under review.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year.
The details of composition of the Board, its committees,
their meetings held and attendance of the Directors at
such meetings are provided in the Corporate Governance
Report, which is a part of this Report.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013
and SEBI Listing Regulations, the Board has carried
out an evaluation of its performance after taking into
consideration various performance related aspects
of the Board''s functioning, competencies, frequency
and regularity of meetings, contribution, creation of
stakeholder values, management of current & potential
strategic issues, compliance & governance etc. The
performance evaluation of the Board as a whole,
Chairman and Non-Independent Directors was also
carried out by the Independent Directors in their meeting
held on October 28, 2024 and January 31, 2025.
Similarly, the performance of various committees,
individual Independent and Non-Independent Directors
was evaluated by the entire Board of Directors (excluding
the Director being evaluated) on various parameters like
Composition and Working of Committees, Functioning,
Contribution, Independence, Understanding, Knowledge,
Initiative, Integrity, etc.
POLICY ON NOMINATION & APPOINTMENT OF
DIRECTOR, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT AND OTHER DETAILS:
The Board of Directors has framed a policy, on the
recommendation of the Nomination & remuneration
Committee, which lays down a framework in relation
to appointment and remuneration of its Directors. The
policy includes criteria for determining qualifications,
positive attributes, independence of Directors etc., as
required under the provisions of Section 178(3) of the
Companies Act, 2013 and SEBI LODR Regulations . The
policy also broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration
to the Executive & the Non-executive Directors. The said
policy has been posted on the website of the Company
at https://bhageriagroup.com/company-policies/ In
case of re-appointment of Non-executive & Independent
Directors, NRC and the Board takes into consideration
the performance of the Director, based on the Board
evaluation and his/her engagement level during his/her
previous tenure. The same is disclosed in the Corporate
Governance Report forming part of this Annual Report.
AUDITORS & AUDITOR''S REPORT:
> Statutory Auditors:
At the AGM held on July 30, 2022, the Members of
the Company approved the appointment of M/s.
Sarda & Pareek LLP Chartered Accountants, (ICAI
Firm Registration No. 109262W/W100673), as the
statutory auditors of the Company for a term of 5
years commencing from the conclusion of the 33rd
AGM of the Company till the conclusion of the 38th
AGM of the Company to be held in the year 2027.
The Auditors'' Report for financial year 2024-2025 on
the financial statements forms part of this Annual
Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. The
Auditors have also confirmed that they satisfy the
independence criteria required under Companies
Act, 2013 and Code of Ethics issued by Institute
of Chartered Accountants of India. The Auditors
attended the last Annual General meeting of the
Company.
During the year under review, the Statutory Auditors
had not reported any matter under Section 143
(12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
> Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013,
the Board of Directors on the recommendation of
the Audit Committee appointed M/s K V M & Co.,
Cost Accountants (ICWAI Firm Registration No.
000458) as the Cost Auditors of the Company for the
Financial Year 2025-26 and has recommended their
remuneration to the shareholders for their ratification
at the ensuing Annual General Meeting.
M/s K V M & Co., have given their consent to act as
Cost Auditors and confirmed that their appointment is
within the limits of the section 139 of the Companies
Act, 2013. They have also certified that they are free
from any disqualifications specified under Section
141 of the Companies Act, 2013.
As per the requirements of section 148 of the Act read
with the Companies (Cost Records and Audit) Rules,
2014, the Company has maintained cost accounts
and records in respect of the applicable products for
the year ended March 31, 2025.
> Internal Auditor:
Pursuant to provisions of Section 138 of the Companies
Act, 2013 the Board on recommendation of the Audit
Committee has appointed M/s. Kamal Dhanuka & Co.,
Chartered Accountants, (ICAI Firm Registration No.
131308W) as Internal Auditors of the Company for the
financial year ending March 31,2026.
> Secretarial Auditor:
The Secretarial Audit was carried out by M/s. GMJ
& Associates, Company Secretaries for the Financial
Year 2024-2025. The Report given by the Secretarial
Auditors is annexed as Annexure ''I'' to this Report.
The report does not contain any qualification,
reservation and adverse remark or declaimer.
During the year under review, the Secretarial Auditors
had not reported any matter under Section 143 (12) of
the Act, therefore no detail is required to be disclosed
under Section 134 (3) (ca) of the Act.
In terms of Section 204 and all other applicable
provisions, if any, of the Companies Act, 2013 ("the
Act") read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re¬
enactment thereof, for the time being in force), and
Regulation 24A of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as ''SEBI Listing
Regulations''), as amended from time to time,, the Audit
Committee recommended and the Board of Directors
have recommended the appointment of M/s. GMJ &
Associates, Company Secretaries, be and are hereby
appointed as the Secretarial Auditors of the Company,
to hold office for a term of five consecutive years
commencing from financial year 2025-2026 to financial
year 2029-2030. The Company has received their written
consent that the appointment is in accordance with the
applicable provisions of the Act and rules framed there
under.
Secretarial Compliance Report: - The Company has
undertaken an audit for the Financial Year ended March
31, 2025 for all applicable compliances as per the
Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Secretarial
Compliance Report issued by M/s. GMJ & Associates,
Company Secretary has been submitted to the Stock
Exchanges within 60 days of the end of the Financial
Year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during
the year under review are set out in Annexure ''II'' of this
report. For other details regarding the CSR Committee,
please refer to the Corporate Governance Report, which
is a part of this report. The CSR policy is available on
https://bhageriagroup.com/company-policies/
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(''Rules'') are enclosed as Annexure ''III'' forming part of
this Report. The statement containing particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Rules also forms
part of this Report. Further, the Report and the Accounts
are being sent to the Members excluding the aforesaid
statement. In terms of Section 136 of the Act, the said
statement will be open for inspection upon request
by the Members. Any Member interested in obtaining
such particulars may write to the Company at Info@
bhageriagroup.com.
PARTICULARS REGARDING CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies
Act, 2013, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in Annexure ''IV'' to this
Report.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
Particulars of loans, guarantees given and investments
made during the year, as required under section 186 of
the Companies Act, 2013 and Schedule V of the Listing
Regulations, are provided in the Notes to the Standalone
Financial Statements.
RELATED PARTY TRANSACTIONS:
In line with the requirements of the Act and the SEBI
Listing Regulations, your Company has formulated a
policy on related party transactions which is also available
on Company''s website at https://bhageriagroup.com/
company-policies/ This policy deals with the review and
approval of related party transactions. The Board of
Directors of the Company has approved the criteria for
making the omnibus approval by the Audit Committee
within the overall framework of the policy on related party
transactions. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature
and entered in the ordinary course of business and on
an arm''s length basis. All related party transactions
are placed before the Audit Committee for review and
approval.
All related party transactions entered during the Financial
Year were in ordinary course of the business and on an
arm''s length basis. No material related party transactions
were entered during the Financial Year by your Company.
Accordingly, no disclosure is made in respect of related
party transactions, as required under Section 134(3) (h)
of the Act in Form AOC-2. Members may refer notes to
the financial statements which sets out related party
disclosures pursuant to Ind AS 24.
RISK MANAGEMENT:
Pursuant to Regulation 21 of the SEBI Listing Regulations,
the Board of Directors of the Company have constituted
a Risk Management Committee to frame, implement
and monitor the risk management plan for the Company.
The Company has framed the Risk Management Policy
to manage the risks included in all the activities of the
Company by proactively mitigating adversities.
The Committee comprises of two Independent Directors
and two Executive Director. The risk management
framework, explained in the Management Discussion
and Analysis section of this Report, identifies risks that
could potentially threaten the Company''s existence or
impact operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has adequate internal financial controls
and processes for orderly and efficient conduct of the
business including safeguarding of assets, prevention
and detection of frauds and errors, ensuring accuracy
and completeness of the accounting records and the
timely preparation of reliable financial information. The
Audit Committee evaluates the internal financial control
system periodically and at the end of each financial
year and provides guidance for strengthening of such
controls wherever necessary. During the year under
review, no fraud has been reported by the Auditors to the
Audit Committee or the Board. The details in respect of
internal control system and their adequacy are included
in the Management Discussion and Analysis, which is a
part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism in the
form of a Whistle Blower policy for Directors, employees
and other stakeholders of the Company to report genuine
concerns, grievances, frauds and mismanagements,
if any. The policy provides for adequate safeguards
against victimization of Directors/employees who avail
of the mechanism and provides for direct access to the
Chairperson of the Audit Committee. The Whistle Blower
policy has been posted on the website of the Company
at https://bhageriagroup.com/company-policies/
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively and through which the Company
has complied with all applicable Secretarial Standards.
DEPOSITS:
Your Company has not accepted any deposits
from the public, during the year under review within
the meaning of Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.
INVESTOR EDUCATION & PROTECTION FUND (IEPF):
During the year, the Company has transferred the
unclaimed and un-encashed dividends of ''18, 20,755/-
Further, 2,902 corresponding shares on which dividends
were unclaimed for seven consecutive years were
transferred as per the requirements of the IEPF Rules.
The details of the resultant benefits arising out of shares
already transferred to the IEPF, year-wise amounts of
unclaimed / un-encashed dividends lying in the unpaid
dividend account up to the year, and the corresponding
shares, which are liable to be transferred, are provided
in the corporate governance report. Details of shares/
dividend transferred to IEPF can also be obtained by
accessing https://bhageriagroup.com/iepf/.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return in Form MGT-7 as on
March 31, 2025 is available on the Company''s website at
https://bhageriagroup.com/financial-information/.
CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee has been set up to redress
complaints received regarding sexual harassment. The
Company affirms that during the year under review, the
company has complied with the provisions relating to
Internal Complaints Committee and no complaints were
received by the Committee for redressal.
CODE OF CONDUCT:
Your Company is committed to conducting its business
in accordance with the applicable laws, rules and
regulations and highest standards of business ethics.
In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by
the Directors, Senior Management Personnel and
Employees of the Company. The Code of Conduct is
dealing with ethical issues and also fosters a culture of
accountability and integrity. The Code is in accordance
with the requirements of Listing Regulations and has
been posted on the Company''s website at https://
bhageriagroup.com/company-policies/All the Board
Members and Senior Management Personnel have
confirmed compliance with the Code.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of
environmentally clean and safe operations. The
Company''s policy requires conduct of operations in
such a manner, so as to ensure safety of all concerned,
compliances, environmental regulations and
preservation of natural resources at the Plants.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of
the Company as on date of this Report.
MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes affecting the financial
position of the Company between the end of the
financial year and date of report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:
Not received any significant and Material order passed
by the Regulators or Court during the financial year
2024-25.
DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
No application made and no such proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the financial year 2024-25.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the financial
year 2024-25.
CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by
the Securities and Exchange Board of India''s Corporate
Governance practices and have implemented all the
stipulations prescribed. The Company has implemented
several best corporate governance practices.
The Management Discussion & Analysis Report and
Corporate Governance together with the Certificate
from the Statutory Auditors of the Company regarding
compliance with the requirements of Corporate
Governance as stipulated in Listing Regulations, form an
integral part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:
Pursuant to Regulation 3(2A) of the SEBI Listing
Regulations, the provisions pertaining to applicability
of Business Responsibility & Sustainability Reporting
have ceased to apply to the Company from March 31,
2025, Therefore, the Annual Report for the financial year
March 31, 2025 does not contain a separate section on
Business Responsibility & Sustainability Reporting.
APPRECIATION:
Your Directors would like to express their sincere
appreciation to the company''s Shareholders, Vendors and
Stakeholders including Banks, Government authorities,
other business associates, who have extended their
valuable sustained support and encouragement during
the year under review. Your Directors also wish to place
on record their appreciation for the hard work, solidarity,
cooperation and support of employees at all levels.
For and on behalf of the Board of Directors
BHAGERIA INDUSTRIES LIMITED
Registered Office:
1002, Topiwala Centre,
Off S. V. Road, Goregaon [West], SURESH BHAGERIA
Mumbai -400062. CHAIRMAN
Date: May 17, 2025 (DIN: 00540285)
Mar 31, 2024
Your Directors have great pleasure in presenting the 35th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2024. The consolidated performance of the Company and its Subsidiary has been referred to wherever required.
The following is the highlight of the financial performance of the Company during the year under review:
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended 31.03.2024 |
Year ended 31.03.2023 |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
|
Revenue from Operations |
494.97 |
501.49 |
494.33 |
501.49 |
|
Other Income |
16.85 |
3.61 |
16.88 |
3.84 |
|
Total Income |
511.82 |
505.10 |
511.21 |
505.33 |
|
EBITDA |
60.54 |
58.14 |
59.83 |
58.33 |
|
Less : Finance Cost |
1.46 |
2.99 |
1.85 |
3.52 |
|
Less : Depreciation & Amortization expenses |
31.72 |
34.43 |
31.72 |
34.43 |
|
Profit before tax |
27.36 |
20.71 |
26.26 |
20.37 |
|
Tax Expenses |
7.73 |
5.67 |
7.73 |
5.66 |
|
Net Profit after tax |
19.62 |
15.05 |
18.53 |
14.71 |
|
Other Comprehensive Income (Net of tax) |
(0.19) |
0.08 |
(0.20) |
0.08 |
|
Total Comprehensive Income after tax |
19.43 |
15.13 |
18.33 |
14.79 |
|
Earing per shares of '' 5 each (In '') |
4.50 |
3.45 |
4.37 |
3.38 |
OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE:> Operational Review:
On Standalone Basis: During the year under review, the Company has achieved a Total Income of '' 511.82 Crores as against '' 505.10 Crores in the previous financial year. EBITDA for FY24 stood at '' 60.54 crores with an EBITDA Margin of 11.83%. The Profit after tax for the financial year 2023-24 was ''19.62 Crores as compared to previous year of '' 15.05 Crores.
On Consolidated Basis: During the year under review, the Company has achieved a Total Income of '' 511.21 Crores as against '' 505.33 Crores in the previous financial year. EBITDA for FY24 stood at ''59.83 Crores with an EBITDA Margin of 11.70%. The Profit after tax for the financial year 2023-24 was '' 18.53 Crores as compared to previous year of '' 14.71 Crores.
> Dyes and Dye intermediates & Chemical Business
On Standalone Basis: The Turnover of the company from the Chemical Segment amounted to '' 398.56 Crores as against '' 470.25 Crores for the previous year. The EBIT from this segment stood at '' 11.44 Crores as against '' 18.48 Crores in the previous year.
On Standalone Basis: The Turnover of the Company from Solar Power Operations amounted to '' 28.90 Crores as against '' 29.14 Crores for the previous year. The EBIT from this segment stood at '' 13.57 Crores as against '' 12.04 Crores in the previous year.
The Board of Directors has recommended a dividend of '' 1/- per share (20%) for the year ended March 31, 2024. This represent pay-out of 22%.
The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company''s website viz. https://www.bhageriagroup.com/company-policies-2/
As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.
The Company has not transferred any amount to General Reserve during the financial year.
CAPITAL STRUCTURE:
During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential voting rights during the year.
> Authorized Share Capital
The Authorized Capital of the Company as at March 31, 2024 was ''25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores) Equity Shares of ''5/- each.
> Issued and paid up Share Capital
The Paid-up Equity Share Capital as at March 31, 2024 was ''21,82,20,900/- (Twenty One Crore Eighty Two Lakh Twenty Thousand Nine Hundred Only) divided into 4,36,44,180 (Four Crore Thirty Six Lakh Forty Four Thousand One Hundred & Eighty) Equity Shares, having face value of ''5/- each fully paid up.
SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:
The Company was awarded with its First turnkey international Solar Engineering, Procurement, and Construction (Solar EPC) projects with comprehensive Operation & Maintenance and Water Proofing in APM Terminal, Kingdom of Bahrain. Aggregating to a capacity of 11.40 MWp, this project has a total order value of ~INR 104.49 Crores (including comprehensive O&M and Water Proofing), without taking taxes into account.
The Company incorporated a Wholly Owned Subsidiary Company in the Gulf Cooperation Council which would enable the Company to complete the aforesaid project, expand its solar business and have global recognition in the international market.
As on March 31, 2024, the Company has two (2) subsidiaries company, namely Bhageria & Jajodia Pharmaceuticals Private Limited and Bhageria Industries Holding Company W.L.L. There has been no material change in the nature of the business of the subsidiaries.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://www.bhageriagroup.com/company-policies-2/ Further, in terms of the said policy, the Company does not have a material subsidiary.
A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Companies Act, 2013 in Form AOC-1, is provided as Annexure A to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
As on March 31, 2024, the Company does not have joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its subsidiary for FY 2023-24 are prepared in compliance with the applicable provisions of the Companies Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon form part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website https://www.bhageriagroup.com/financial-information/ and the financial statements of the subsidiary, as required, is available on the Company''s website at https://www.bhageriagroup.com/ financial-statements-of-subsidiary/.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed:
a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) that 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 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 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.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:> Board of Directors o Composition:
The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Eight (8) Directors comprising of Three (3) Executive
Directors and Five (5) Independent Directors including One (1) Woman Director as on March 31, 2024.
(Mr. S.S. Gupta completed his tenure as an Independent Director w.e.f. closure of business hours of 31st March, 2024.)
There was no change in composition of the Board during the FY 2023-24.
o Director liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 (â''Act'''') and the Articles of Association of the Company, Mr. Vikas Bhageria (DIN: 02976966), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The Board, on recommendation of Nomination and Remuneration Committee, re-appointed Mr. Ganapati Dadasaheb Yadav (DIN 02235661) as a Non-Executive Independent director of the Company for a second term of Five (5) consecutive years i.e. with effect from October 21, 2024 to hold office up to October 20, 2029. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
The Board, on recommendation of Nomination and Remuneration Committee, re-appointed Ms. Ameya Prakash Jadhav (DIN 08696918) as a Non-Executive Independent director of the Company for a second term of Five (5) consecutive years i.e. with effect from April 1, 2025 to March 31, 2030. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
The Board is of the opinion that all Directors including the Independent Directors of the Company possess the relevant expertise and experience in their respective fields.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (âIICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Out of Four Independent Directors of the Company, Three Independent Directors are not required to clear Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) and One Independent Director has cleared the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).
In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel:
o Mr. Suresh Bhageria, Executive Chairman (WTD) o Mr. Vinod Bhageria, Managing Director o Mr. Vikas Bhageria, Jt. Managing Director (WTD) o Mr. Rakesh Kachhadiya, Chief Financial Officer o Mr. Krunal Wala, Company Secretary (Resigned w.e.f. 31/01/2024)
o Mrs. Deepa Toshniwal, Company Secretary (Appointed w.e.f.15/02/2024)
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year. The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board''s functioning, competencies, frequency and regularity of meetings, contribution, creation of stakeholder values, management of current & potential strategic issues, compliance & governance etc. The performance evaluation of the Board as a whole, Chairman and NonIndependent Directors was also carried out by the Independent Directors in their meeting held on January 29, 2024.
Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like Composition and Working of Committees, Functioning, Contribution, Independence, Understanding, Knowledge, Initiative, Integrity, etc.
POLICY ON NOMINATION & APPOINTMENT OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND OTHER DETAILS:
The Board of Directors has framed a policy, on the recommendation of the Nomination & remuneration Committee, which lays down a framework in relation to appointment and remuneration of its Directors. The policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies act, 2013 and SEBI (LODR) regulations 2015. The policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive & the Non-executive Directors. The said policy has been posted on the website of the Company at https://www. bhageriagroup.com/wp-content/uploads/2022/09/10.-Remuneration-policy.pdf. In case of re-appointment of Nonexecutive & Independent Directors, NRC and the Board takes into consideration the performance of the Director, based on the Board evaluation and his/her engagement level during his/ her previous tenure. The same is disclosed in the Corporate Governance Report forming part of this Annual Report. AUDITORS & AUDITORâS REPORT:
> Statutory Auditors:
At the AGM held on July 30, 2022, the Members of the Company approved the appointment of M/s. Sarda & Pareek LLP, Chartered Accountants, (ICAI Firm Registration No. 109262W/W100673), as the statutory auditors of the Company for a term of 5 years commencing from the conclusion of the 33rd AGM of the Company till the conclusion of the 38th AGM of the Company to be held in the year 2027.
The Auditors'' Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the last Annual General meeting of the Company.
During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s A V M & Co., Cost Accountants (ICWAI Firm Registration No. 000458) as the Cost Auditors of the Company for the Financial Year 2024-25 and has recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.
M/s A V M & Co., have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.
As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2024.
Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co., Chartered Accountants, (ICAI Firm Registration No. 131308W) as Internal Auditors of the Company for the financial year ending March 31, 2025.
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2023-2024. The Report given by the Secretarial Auditors is annexed as Annexure âIâ to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.
During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2025. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.
Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates , Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure âIIâ of this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.bhageriagroup.com/wp-content/ uploads/2023/05/Annexure-B.pdf
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRules'') are enclosed as Annexure âIIIâ forming part of this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of this Report.
Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company at Info@ bhageriagroup.com.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure âIVâ to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are provided in the Notes to the Standalone Financial Statements.
Your Company has formulated a policy on related party transactions which is also available on Company''s website at https://www.bhageriagroup.com/wp-content/
uploads/2022/09/8.-RPT-Policy.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm''s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2. Members may refer notes to the financial statements which sets out related party disclosures pursuant to INDAS-24.
The Board has in place a Risk Management Committee to frame, implement and monitor the risk management policy for the Company. The Committee is responsible for monitoring and reviewing the risk management policy and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of
the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board. The details in respect of internal control system and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism / Whistle Blower policy has been posted on the website of the Company at https:// www.bhageriagroup.com/wp-content/uploads/2022/09/9.-Vigil-Mechanism-Whistle-Blower-policy.pdf
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.
Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. INVESTOR EDUCATION & PROTECTION FUND (IEPF):
During the year, the Company has transferred the unclaimed and un-encashed dividends of ''18,25,755. Further, 7,334 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the corporate governance report. Details of shares/ dividend transferred to IEPF can also be obtained by accessing https://www.bhageriagroup.com/iepf/.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company''s website at https://www. bhageriagroup.com/financial-information/.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, the company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Company''s website at https://www.bhageriagroup.com/wp-content/
uploads/2022/09/4.-Code-of-Conduct.pdf
All the Board Members and Senior Management Personnel have confirmed compliance with the Code.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plants.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company as on date of this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
The Company (along with certain current and/or former Directors / Key Managerial Personnel''s) has filed Compounding Application before the Regional Director, Western Region for contravention under Section 148 read with Section 147(1) of the Companies Act, 2013 for delay in filing the Cost Audit Report with the Central Government within the stipulated time limit for the financial years 2014-15, 2015-16, 2016-17 and 2017-18. The Regional Director, Western Region vide its orders dated September 7, 2023 has agreed to compound the alleged offences applied for, subject to payment of compounding fees of ''2,90,000/- (Rupees Two Lakh Ninety Thousand) by the Company and ''4,14,000/- (Rupees Four Lakhs Fourteen
Thousand) by the current and/or former Directors / Key Managerial Personnel''s. These compounding fees have been paid.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the financial year 2023-24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.
The Management Discussion & Analysis Report and Corporate Governance together with the Certificate from the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations, form an integral part of this Annual Report. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT: Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective is available as a separate section of this Annual Report.
APPRECIATION:
Your Directors would like to express their sincere appreciation to the company''s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.
Mar 31, 2023
Your Directors have great pleasure in presenting the 34th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2023. The consolidated performance of the Company and its Subsidiary has been referred to wherever required.
FINANCIAL HIGHLIGHTS:
The following is the highlight of the financial performance of the Company during the year under review:
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended |
Year ended |
Year ended |
Year ended |
|
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
|
|
Revenue from Operations |
501.49 |
596.22 |
501.49 |
601.30 |
|
Other Income |
3.61 |
9.06 |
3.84 |
9.28 |
|
Total Income |
505.10 |
605.28 |
505.33 |
610.58 |
|
EBITDA |
58.14 |
125.00 |
58.33 |
125.69 |
|
Less : Finance Cost |
2.99 |
1.28 |
3.52 |
1.84 |
|
Less : Depreciation & Amortization expenses |
34.43 |
28.57 |
34.43 |
28.57 |
|
Profit before tax |
20.71 |
95.15 |
20.37 |
95.27 |
|
Tax Expenses |
5.67 |
24.65 |
5.66 |
24.68 |
|
Net Profit after tax |
15.05 |
70.50 |
14.71 |
70.60 |
|
Other Comprehensive Income (Net of tax) |
0.08 |
0.03 |
0.08 |
0.03 |
|
Total Comprehensive Income after tax |
15.13 |
70.53 |
14.79 |
70.63 |
|
Earing per shares of ''5 each (In '') |
3.45 |
16.15 |
3.38 |
16.17 |
OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE:
> Operational Review:
On Standalone Basis: During the year under review, the Company has achieved a Total Income of '' 505.10 Crores as against '' 605.28 Crores in the previous financial year. EBITDA for FY23 stood at '' 58.14 crores with an EBITDA Margin of 11.51%. The Profit after tax for the financial year 2022-23 was '' 15.05 Crores as compared to previous year of '' 70.50 Crores.
On Consolidated Basis: During the year under review, the Company has achieved a Total Income of '' 505.33 Crores as against '' 610.58 Crores in the previous financial year. EBITDA for FY23 stood at ''58.33 Crores with an EBITDA Margin of 11.54%. The Profit after tax for the financial year 2022-23 was '' 14.79 Crores as compared to previous year of '' 70.60 Crores.
> Dyes and Dye intermediates & Chemical Business
On Standalone Basis: The Turnover of the company from the Chemical Segment amounted to '' 470.25 Crores as against '' 524.64 Crores for the previous year. The EBIT
from this segment stood at '' 18.48 Crores as against '' 87.62 Crores in the previous year.
> Solar Business
On Standalone Basis: The Turnover of the Company from Solar Power Operations amounted to '' 29.14 Crores as against '' 28.89 Crores for the previous year. The EBIT from this segment stood at '' 12.04 Crores as against '' 10.99 Crores in the previous year.
DIVIDEND:
The Board of Directors has recommended a dividend of ''1/- per share (20%) for the year ended March 31, 2023. This represent pay-out of 29%.
The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company''s website viz. https://www.bhageriagroup.com/company-policies-2/
As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates. For details, shareholders are requested to refer to the Notice of Annual General Meeting.
TRANSFER TO RESERVE:
The Company has not transferred any amount to General Reserve during the financial year.
CAPITAL STRUCTURE:
During the year under review, there was no change in Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued any equity shares with differential voting rights during the year.
> Authorized Share Capital
The Authorized Capital of the Company as at March 31, 2023 was ''25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores ) Equity Shares of ''5/- each.
> Issued and paid up Share Capital
The Paid-up Equity Share Capital as at March 31, 2023 was ''21,82,20,900/- (Twenty One Crore Eighty Two Lakh Twenty Thousand Nine Hundred Only) divided into 4,36,44,180 (Four Crore Thirty Six Lakh Forty Four Thousand One Hundred & Eighty) Equity Shares, having face value of ''5/- each fully paid up.
SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:
As on March 31, 2023, the Company has one (1) subsidiary company, namely Bhageria & Jajodia Pharmaceuticals Private Limited. There has been no material change in the nature of the business of the subsidiary.
During the year under review, Bhageria Exim Private Limited, wholly-owned subsidiary, was disinvested and, consequently, ceased to be a subsidiary of the Company, with effect from September 29, 2022.
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company''s website at https://www.bhageriagroup.com/company-policies-2/ Further, in terms of the said policy, the Company does not have a material subsidiary.
A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Companies Act, 2013 in Form AOC-1, is provided as Annexure A to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
As on March 31, 2023, the Company does not have joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its subsidiary for FY 2022-23 are prepared in compliance with the applicable provisions of the Companies Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon form part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website https://www.bhageriagroup.com/financial-information/ and the financial statements of the subsidiary, as required, is available on the Company''s website at https://www.bhageriagroup.com/ financial-statements-of-subsidiary/.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed:
a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) that 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 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 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.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
> Board of Directors
o Composition:
The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Seven (7) Directors comprising of Three (3) Executive Directors and Four (4) Independent Directors including One (1) Woman Director as on March 31, 2023.
There was no change in composition of the Board during the FY 2022-23.
o Appointment:
On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 5, 2023 have appointed Mr. Vikas Goel (DIN: 08265897) as an Additional Director in the category of Non-Executive Independent Director for a term of 5 years i.e. from August 5, 2023
to August 4, 2028. In terms of Section 161 of the Act, Mr. Vikas Goel (DIN: 08265897) holds the office as an Additional director till the ensuing AGM of the Company. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
o Re-appointment:
The Board, on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Suresh Bhageria as a Whole-time Director designated as âExecutive Director & Chairmanâ of the Company for a term of period of Three (3) years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
The Board, on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vinod Bhageria as Managing Director of the Company for a term of period of Three (3) years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
The Board, on recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vikas Bhageria as a Whole-time Director designated as âJt. Managing Directorâ of the Company for a term of period of Three (3) years i.e. with effect from April 1, 2024 to March 31, 2027. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
The Board, on recommendation of Nomination and Remuneration Committee, re-appointed Mr. M. M. Chitale (DIN 00101004) as a Non-Executive Independent director of the Company for a second term of Five (5) consecutive years i.e. with effect from March 25, 2024 to March 24, 2029. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.
o Director liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 (â''Act'''') and the Articles of Association of the Company, Mr. Suresh Bhageria (DIN: 00540285), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
> Independent Directors:
All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of
the Act and Regulation 16(1)(b) of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
The Board is of the opinion that all Directors including the Independent Directors of the Company possess the relevant expertise and experience in their respective fields.
The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (âIICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Out of Four Independent Directors of the Company as on March 31, 2023, Three Independent Directors are not required to clear Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) and One Independent Director has already appeared and cleared the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) before the due date.
> Key Managerial Personnel:
In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel: o Mr. Suresh Bhageria, Executive Chairman (WTD) o Mr. Vinod Bhageria, Managing Director o Mr. Vikas Bhageria, Jt. Managing Director (WTD) o Mr. Rakesh Kachhadiya, Chief Financial Officer o Mr. Krunal Wala, Company Secretary
There was no change in Key Managerial Personnel during the FY 2022-23.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year. The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an evaluation of its performance after taking into consideration various performance
Annual Report 45
2022-23
related aspects of the Boards functioning, competencies, frequency and regularity of meetings, contribution, creation of stakeholder values, management of current & potential strategic issues, compliance & governance etc. The performance evaluation of the Board as a whole, Chairman and NonIndependent Directors was also carried out by the Independent Directors in their meeting held on February 1, 2023.
Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like Composition and Working of Committees, Functioning, Contribution, Independence, Understanding, Knowledge, Initiative, Integrity, etc.
POLICY ON NOMINATION & APPOINTMENT OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND OTHER DETAILS:
The Board ofDirectorshas framed apolicy,on therecommendation of the Nomination & remuneration Committee, which lays down a framework in relation to appointment and remuneration of its Directors. The policy includes criteria for determining qualifications, positive attributes, independence of Directors etc., as required under the provisions of Section 178(3) of the Companies act, 2013 and SEBI (LODR) Regulations 2015. The policy also broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the executive & the Non-executive Directors. The said policy has been posted on the website of the Company at http://www.bhageriagroup. com/company-policies-2/. In case of re-appointment of Nonexecutive & Independent Directors, NRC and the Board takes into consideration the performance of the Director, based on the Board evaluation and his/her engagement level during his/ her previous tenure.
AUDITORS & AUDITORâS REPORT:
> Statutory Auditors:
At the AGM held on July 30, 2022, the Members of the Company approved the appointment of M/s. Sarda & Pareek LLP, Chartered Accountants, (ICAI Firm Registration No. 109262W/W100673), as the statutory auditors of the Company for a term of 5 years commencing from the conclusion of the 33rd AGM of the Company till the conclusion of the 38th AGM of the Company to be held in the year 2027.
The Auditors'' Report for financial year 2022-2023 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the last Annual General Meeting of the Company.
During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
> Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee appointed M/s. Poddar & Co., Cost Accountants (ICWAI Firm Registration No. 101734) as the Cost Auditors of the Company for the Financial Year 2023-24 and has recommended their remuneration to the shareholders for their ratification at the ensuing Annual General Meeting.
M/s. Poddar & Co., have given their consent to act as Cost Auditors and confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013. They have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013.
As per the requirements of section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2023.
> Internal Auditor:
Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co., Chartered Accountants, (ICAI Firm Registration No. 131308W) as Internal Auditors of the Company for the financial year ending March 31, 2024.
> Secretarial Auditor:
The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2022-2023. The Report given by the Secretarial Auditors is annexed as Annexure âIâ to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.
During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.
Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2023 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/ Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure âIIâ of this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on http://www.bhageriagroup.com/company-policies-2/.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (âRules'') are enclosed as Annexure âIIIâ forming part of this Report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules also forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company at Info@ bhageriagroup.com.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure âIVâ to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans, guarantees given and investments made during the year, as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, are provided in the Notes to the Standalone Financial Statements.
RELATED PARTY TRANSACTIONS:
Your Company has formulated a policy on related party transactions which is also available on Company''s website at http://www.bhageriagroup.com/company-policies-2/. This policy deals with the review and approval of related party transactions.
The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm''s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2. Members may refer notes to the financial statements which sets out related party disclosures pursuant to INDAS-24.
RISK MANAGEMENT:
The Board has formed a Risk Management Committee to frame, implement and monitor the risk management policy for the Company. The Committee is responsible for monitoring and reviewing the Risk Management Policy and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board. The details in respect of internal control system and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism / Whistle Blower policy has been posted on the website of the Company at http:// www.bhageriagroup.com/company-policies-2/.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.
requirements of Corporate Governance as stipulated in Listing Regulations, form an integral part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective is available as a separate section of this Annual Report.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
INVESTOR EDUCATION & PROTECTION FUND (IEPF):
During the year, the Company has transferred the unclaimed and un-encashed dividends of ''9,22,360. Further, 8,800 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the corporate governance report. Details of shares/ dividend transferred to IEPF can also be obtained by accessing https://www.bhageriagroup.com/iepf/.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Company''s website at https://www. bhageriagroup.com/financial-information/.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, the company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. The Code is in accordance with the requirements of Listing Regulations and has been posted on the Company''s website at http://www.bhageriagroup.com/company-policies-2/.
All the Board Members and Senior Management Personnel have confirmed compliance with the Code.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plants.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company as on date of this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application made and no such proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the financial year 202223.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.
The Management Discussion & Analysis Report and Corporate Governance together with the Certificate from the Statutory Auditors of the Company regarding compliance with the
APPRECIATION:
Your Directors would like to express their sincere appreciation to the company''s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.
Registered Office: For and on behalf of the Board of Directors
1002, Topiwala Centre, BHAGERIA INDUSTRIES LIMITED
Off S. V. Road, Goregaon [West],
Mumbai -400062.
SURESH BHAGERIA CHAIRMAN
Date: August 5, 2023 (DIN: 00540285)
Mar 31, 2018
The Directors have great pleasure in presenting the 29th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2018.
1. FINANCIAL HIGHLIGHTS:
The following is the highlight of the financial performance of the Company during the year under review.
(Rs. in Crores)
|
Particulars |
2017-18 |
2016-17 |
|
Revenue from Operations (net of tax) |
373.31 |
373.46 |
|
Other Income |
11.54 |
10.08 |
|
Total Income |
384.85 |
383.54 |
|
EBITDA |
91.33 |
72.48 |
|
Less : Finance Cost |
6.05 |
1.56 |
|
Less : Depreciation & Amortisation expenses |
22.88 |
6.04 |
|
Profit before tax |
62.40 |
64.89 |
|
Tax Expenses |
22.06 |
21.42 |
|
Net Profit after tax |
40.34 |
43.46 |
|
Other Comprehensive Income (Net of tax) |
(0.07) |
(0.04) |
|
Total Comprehensive Income after tax |
40.27 |
43.42 |
|
Earing per shares of Rs. 5 each (In Rs.) |
18.45 |
23.02 |
2. OPERATIONAL REVIEW:
During the year under review, the Company has achieved a revenue of Rs. 384.85 Crores as against Rs. 383.54 Crores in the previous financial year. The Profit after tax for the financial year 2017-18 was Rs. 40.27 Crores as compared to previous year of Rs. 43.42 Crores due to higher depreciation of Rs. 22.88 Crores as against previous year of Rs. 6.04 Crores which resulted in a decline of 7.1%.
Dyes and Dye intermediates & Chemical Business
The turnover of the company from chemical business amounted to Rs.342.36 Crores as against Rs. 344.51 Crores for the previous year. The EBIT from this segment has shown an improvement at Rs. 62.73 Crores as against Rs. 58.59 Crores in the previous year.
Solar Power Business
The turnover of the company from solar power operations has gone up to Rs.24.49 Crores as against Rs. 2.63 Crores for the previous year. The EBIT from this segment has shown an improvement at Rs. 2.00 Crores as against Rs.0.12 Crores in the previous year.
3. SCHEME OF AMALGAMATION OF NIPUR CHEMICALS LIMITED WITH THE COMPANY:
The Hon''ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Arrangement in the nature of Amalgamation between the Company and Nipur Chemicals Limited (Amalgamating Company) vide its Order dated April 5, 2018. Both the Companies have filed the said Order with the Registrar of Companies, Mumbai on May 3, 2018. Consequent upon the Scheme became effective from May 3, 2018 with effect from October 1, 2016, being the Appointed Date of the Scheme.
Upon coming into effect of the Scheme, 45,940 equity shares held by Nipur Chemicals Limited in the Company shall get cancelled on account of cross holdings and the Company is required to allot 59,42,530 Equity shares to the shareholders of Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter, the Paid-up Capital of the company will increase to Rs. 10,91,10,450 (Ten Crore Ninety One Lakh Ten Thousand Four Hundred and Fifty) divided into 2,18,22,090 (Two Crore Eighteen Lakh Twenty Two Thousand & Ninety) equity shares of Rs. 5 each.
Your Company has given effect to the Scheme in the Accounts and accordingly the Assets and the Liabilities of Nipur Chemicals Limited are transferred to and vested in the Company with effect from October 1, 2016, being the Appointed Date of the Scheme.
Income accruing and expenses incurred by Nipur Chemicals Limited, during the period from October 1, 2016 to 31 March, 2018, have been incorporated in the Financial Statements after eliminating inter-company transactions. The effects of these transactions are reflected in the Financial Statements.
4. DIVIDEND:
Your Directors have pleasure in recommending, for approval of the Members, at its 29th Annual General Meeting, a Dividend of Rs. 5.50/- per share i.e.110% for the year ended March 31, 2018. If approved at the forthcoming Annual General Meeting, it will result in an outflow of Rs.12 Crores to the Members of the Company, in addition to Rs. 2.47 Crores as dividend distribution tax.
This will be 25th consecutive year of payment of dividend by your Company.
The Company has not transferred any amount to General Reserve during the financial year.
5. CAPITAL STRUCTURE & LIQUIDITY:
Authorised Share capital
Upon coming into effect of the Scheme, the Authorised Share Capital of Nipur Chemicals Limited (Transferor Company) amounting to Rs. 6,00,00,000/- has been added to the Authorised Share Capital of Bhageria Industries Ltd. (Transferee Company). Hence, the Authorised Capital of the Company has been increased to Rs.14,00,00,000/- (Rupees Fourteen Crores only) divided into 2,80,00,000 (Two Crores Eighty Lakhs) equity shares of Rs. 5/- each.
Issued and paid up Share Capital
The Paid Up Equity Share Capital as at March 31, 2018 was Rs. 79,627,500/- divided into 1,59,25,500 Equity Shares, having value of Rs.5/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity.
Note: The Company is required to allot 59,42,530 equity shares to the shareholders of Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter, the Paid-up Capital of the company will increase to Rs. 10,91,10,450 (Ten Crore Ninety One Lakh Ten Thousand Four Hundred and Fifty) divided into 2,18,22,090 (Two Crore Eighteen Lakh Twenty Two Thousand & Ninety) equity shares of Rs. 5/- each.
6. SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any subsidiary or associate companies.
7. BOARD OF DIRECTORS:
Re-appointments:
In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Suresh Bhageria, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Suresh Bhageria as Executive Chairperson, Mr. Vinod Bhageria as Managing Director and Mr. Vikas Bhageria as Jt. Managing Director (Whole-time Director) for a period of 3 years with effect from April 1, 2018 to March 31, 2021 subject to approval of the members at the ensuing Annual General Meeting.
Based on evaluations and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Mr. Sandeep Kumar Singh, Mr. Omprakash Anandilal Bubna, Dr. Shyam Chandrabhan Agarwal, Mr. Pradipkumar Shankar Dalvi and Mr. Surendra Shriram Gupta as Independent Directors for another term of five consecutive years with effect from April 1, 2019 to March 31, 2024, for the approval of Members.
8. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed:
a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) that 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 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 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;
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.
10. KEY MANAGERIAL PERSONNEL:
|
Sr. No |
Name of Personnel |
Designation |
|
1. |
Mr. Suresh Bhageria |
Chairperson |
|
2. |
Mr. Vinod Bhageria |
Managing Director |
|
3. |
Mr. Vikas Bhageria |
Jt. Managing Director |
|
4. |
Mrs. Chandraprabha Bhageria |
Whole-time Director |
|
5. |
Mr. Rakesh Kachhadiya |
Chief Financial Officer |
|
*6. |
Mr. Shrinath Tiwari |
Company Secretary |
|
**7 |
Mr. Ketan Gaur |
Company Secretary |
*Mr. Shrinath Tiwari resigned from the Company w.e.f. October 31, 2017.
**Mr. Ketan Gaur was appointed w.e.f. January 25, 2018.
11. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on January 25, 2018.
Similarly, the performance of various committees, individual Independent and Non Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.
The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board met 5 (Five) times during the financial year. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.
13. AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the Company is having an Audit Committee comprising of Independent Directors. The Audit Committee was reconstituted on May 4, 2018, the Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of Audit Committee and other details are explained in the Corporate Governance Report.
14. REMUNERATION & NOMINATION POLICY:
The Board of Directors as per recommendations of the Nomination & Remuneration Committee has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.bhageriagroup.com).
16. PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report. (Refer note no. 48)
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company is having in place a "Corporate Social Responsibility" (CSR) Committee. As part of its initiatives under CSR, the company has contributed funds for the schemes of rural development, promotion of education and medical aid. The contribution in this regard has been made to the registered trust(s) which are undertaking these schemes. The Company has also undertaken schemes in which the amount has been directly spent by the Company.
The Annual Report on CSR activities is annexed herewith as: Annexure ''A''.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no significant and material orders passed by the Regulators or Courts during the financial year ended March 31, 2018.
The Hon''ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Arrangement in the nature of Amalgamation between the Company and Nipur Chemicals Limited vide its Order dated April 5, 2018.
21. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure ''B'' and forms an integral part of the Report.
22. INVESTOR EDUCATION & PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs.1,97,608/-in respect of financial year 2009-10. Further, 1,22,400 Equity shares were transferred as per the requirements of IEPF rules. The details are available on our website www.bhageriagroup.com.
23. RELATED PARTY TRANSACTIONS:
Your Company has formulated a policy on related party transactions which is also available on Company''s website www.bhageriagroup.com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm''s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h)of the Act in Form AOC 2. Members may refer to note no. 48 of the financial statements which sets out related party disclosures pursuant to INDAS-24.
24. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and integrity. The Code in accordance with the requirements of SEBI (LODR) Regulations, 2015 has been posted on the Company''s website www.bhageriagroup.com.
All the Board Members and Senior Management Personnel have confirmed compliance with the Code.
25. STATUTORY AUDITORS:
M/s. MRB & Associates, Chartered Accountants, (Firm Registration No.136306W), were appointed as the Statutory Auditors of the Company at the 28th AGM held on December 2, 2017 and will hold office until the conclusion of the 33rd AGM to be held in 2022, are recommended for ratification of appointment for the Financial Year 2018-19. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. M R B & Associates that their appointment for the financial year 2018-19 would be in conformity with the limits specified in the said Section.
The Report given by M/s. MRB & Associates, Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
26. COST AUDIT:
As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been complying with the provisions of audit of cost records of the Company every year. The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. Sushilkumar Mantri & Associates, Cost Accountants as the Cost Auditors to audit the accounts of the Company for the Financial Year 2018-19 at a remuneration of 85,000/- plus GST as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member''s approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.
27. INTERNAL AUDIT:
Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co, Chartered Accountants, having Registration No.131308W as Internal Auditors of the Company.
28. SECRETARIAL AUDIT:
The Secretarial Audit was carried out by M/s. GMJ & Associates, a firm of Company Secretaries in Practice for the Financial Year 2017-2018. The Report given by the Secretarial Auditors is annexed as Annexure ''C'' and forms an integral part of this Board''s Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2019. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ''D'' to this Report.''
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.
33. ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.
34. RISK MANAGEMENT POLICY:
The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.
The Committee on timely basis informed members of Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company.
Since the constitution of Risk Management Committee was not mandatory to the Company, the Board has dissolved the Committee and taken over the responsibility of ensuring compliance with the Risk Management policy.
35. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''E'' & ''F'' to this Report.
36. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.
37. LISTING:
The Company''s Shares are listed on BSE Limited and National Stock Exchange of India Limited, Mumbai.
38. APPRECIATION:
Your Directors would like to express their sincere appreciation to the company''s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.
Registered Office: For and on behalf of the Board
1002, 10th Floor, BHAGERIA INDUSTRIES LIMITED
Topiwala Centre,
Off S. V. Road, SURESH BHAGERIA
Goregaon [ West ], (DIN: 00540285)
Mumbai - 400 062. CHAIRPERSON
Date : May 4, 2018.
Mar 31, 2013
The Directors have great pleasure in presenting the 24th Annual Report
together with the Audited Accounts for the year ended March 31,2013.
FINANCIAL RESULTS:
Particulars Year ended 31.03.2013 Year ended 31.03.2012
Rs. In Lacs Rs. In Lacs
Sales & Other Income 12948.56 6310.66
Profit / (Loss) before
tax and appropriations 176.82 (66.69)
Profit / (Loss) after
tax 126.25 (47.11)
Add : Balance brought
forward from previous
year 18.43 41.82
Profit / (Loss)
available for disposal 144.68 (5.3)
Proposed Dividend 63.70 39.81
Corporate Tax on
Proposed Dividend 10.33 6.46
Transfer to / (From)
General Reserve - (70.00)
Profit carried forward 70.65 18.43
DIVIDEND:
Your Board is pleased to recommend for consideration of the
Shareholders at the Annual General Meeting payment of a Tax free
dividend for the year ended March 31,2013 of Rs. 0.80 per share on each
Equity share of Rs.10/- each which after approval shall be paid in
accordance with the applicable Law. This will be the 20th consecutive
year of payment of Dividend by your company.
OPERATIONS:
During the year under review, your company has performed very well with
the total income increasing more than 100% and also showing significant
rise in profitability. Company achieved total income of f 12948.56 lacs
against Rs. 6310.66 lacs in previous year and reported a profit of Rs.
126.25 lacs as against a net loss of Rs. 47.11 lacs in previous year.
RESEARCH & DEVELOPMENT:
We believe there is no end to innovation. It is not enough to
manufacture good products, it is always possible to make it better. And
it is always possible to find newer better means to fulfill the needs
of our customers. With this in mind, the R&D Department of the Company
is manned by a team of dedicated researchers.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public during
the year within the meaning of section 58A of the Companies Act, 1956
and the rules made there under.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Mr. Suresh Keshavdeo Bhageria
and Mr. Surendra Shriram Gupta, Directors of the Company, retire by
rotation and being eligible, offer themselves for re- appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
as at March 31,2013.
3. Proper and sufficient care has been taken 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 Annual Accounts have been prepared on a going concern basis.
DEPOSITORY SERVICES:
The Company''s Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares
of the Company in a dematerialized form in either of the two
Depositories. The Company has been allotted ISIN No. INE354C01019
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
The Company adheres to the requirements set out by the Securities and
Exchange Board of India''s Corporate Governance practices and have
implemented all the stipulations prescribed. The Company has
implemented several best corporate governance practices as prevalent
globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of this Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors have
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
AUDITORS:
M/s. Sarda & Pareek, Chartered Accountants, Auditors of the Company are
retiring at the ensuing Annual General Meeting. They are eligible for
re-appointment and have expressed their willingness to act as auditors,
if re-appointed. The Company has received a certificate from them that
they are qualified under section 224 (1) of the Companies Act, 1956,
for appointment as Auditors of the Company. Members are requested to
consider their appointment at a remuneration to be decided by the Board
of Directors for the financial year ending March 31,2014 as set out in
the Notice convening the Meeting.
AUDITORS'' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts which are self
explanatory and, therefore, do not call for any further comments.
AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and
Corporate Governance, the Company has constituted an Audit Committee
comprising of the following Directors viz., Mr. O. P. Bubna, Mr. P.S.
Dalvi and Dr. Shyam Agarwal as members. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to 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 are given in Annexure "A" to this
report.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company came within the purview of the
information required u/s 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.
LISTING:
The Company''s Shares are listed on BSE Limited, Mumbai. SAFETY,
ENVIRONMENT CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the Plant.
ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation to the
company''s shareholders, vendors and stakeholders including banks,
Government authorities, other business associates, who have extended
their valuable sustained support and encouragement during the year
under review. Your Directors wish to place on record their appreciation
for impressive growth achieved through the competence, hard work,
solidarity, cooperation and support of employees at all levels.
Registered Office: For and on behalf of the Board
A1/101,VirwanilndustrialEstate, For BHAGERIA DYE-CHEM LIMITED
W. E. Highway,
Goregaon [ East], Suresh Bhageria
Mumbai - 400 063 Chairman
May 17,2013.
Mar 31, 2012
The Directors have great pleasure in presenting 23rd Annual Report
together with the Audited Accounts for the year ended March 31, 2012.
FINANCIAL RESULTS:
Year ended Year ended
Particulars 31.03.2012 31.03.2011
Rs. In Lacs Rs. In Lacs
Sales & Other Income 6301.41 6177.98
Profit / (Loss) before tax and appropriations (66.69) 239.69
Profit / (Loss) after tax (47.11) 90.30
Add : Balance brought forward from previous year 41.82 4.98
Profit available for disposal (5.3) 95.27
Proposed Dividend 46.27 48.45
Transfer to / (From) General Reserve (70.00) 5.00
Profit carried forward 18.43 41.82
DIVIDEND:
Your Board is pleased to recommend for consideration of the
Shareholders at the Annual General Meeting payment of a Tax free
dividend for the year ended March 31, 2012 of Rs. 0.50 per share on
each Equity share of Rs.10/- each which after approval shall be paid in
accordance with the applicable Law. Members may appreciate that the
company has maintained the dividend inspite of no profit in current
year.
This will be the 19th consecutive year of payment of Dividend by your
company.
OPERATIONS:
During the year under review, your company has achieved total income of
Rs. 6301.41 lacs against Rs. 6176.86 lacs in previous year and incurred
a loss of Rs. 47.11 lacs as against a net profit of Rs. 90.30 lacs in
previous year. This was due to steep rise of input costs and bad market
condition.
ISSUE OF SHARE CAPITAL AGAINST CONVERSION OF WARRANTS:
The company has issued 45 lacs equity share of Rs 10 Each to warrant
holders against exercise of conversion option of warrants issued on
preferential basis during the year under review. Consequently the Paid
up Equity share Capital stand increased to Rs 796.28 Lacs
The Listing of said equity has been duly approved from BSE Limited
Mumbai.
RESEARCH & DEVELOPMENT:
The R&D department of the company has been arduously working to provide
quality and value for money to the customers in keeping with market
trends.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public during
the year within the meaning of section 58A of the Companies Act, 1956
and the rules made thereunder.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and its terms of the
Articles of Association of the Company, Mr. P. S. Dalvi and Mr. Vinod
Bhageria, Directors of the Company retire by rotation and being
eligible, offer themselves for re-appointment.
Mr. Surendra Shriram Gupta was appointed as additional director during
the year, necessary resolution for his regular appointment is placed.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
as at March 31, 2012.
3. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE354C01019 Shareholders therefore are
requested to take full benefit of the same and lodge their holdings
with Depository Participants [DPs] with whom they have their Demat
Accounts for getting their holdings in electronic form.
CORPORATE GOVERNANCE:
Your Company continued to practice good governance as set out by the
Securities and Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors have
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
AUDITORS:
M/s. Sarda & Pareek, Chartered. Accountants, Auditors of the Company
are retiring at the ensuing Annual General Meeting. They are eligible
for re-appointment and have expressed their willingness to act as
auditors, if re-appointed. The Company has received a certificate from
them that they are qualified under section 224 (1) of the Companies
Act, 1956, for appointment as Auditors of the Company. Members are
requested to consider their appointment at a remuneration to be decided
by the Board of Directors for the financial year ending March 31, 2013
as set out in the Notice convening the Meeting.
AUDITORS' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts which are self
explanatory and, therefore, do not call for any further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a Practicing Company Secretary. The same is enclosed and form part
of this report.
AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and
Corporate Governance the Company has constituted an Audit Committee
comprising of the following Directors viz., Mr. O. P. Bubna, Mr. P.S.
Dalvi and Dr. Shyam Agrawal as members. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors ) Rules, 1988 are given in Annexure "A" to
this report.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company came within the purview of the
information required u/s 217 (2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules, 1975 as amended.
LISTING:
The Company has listed its Equity Shares on BSE Limited, Mumbai.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company's
shareholders, customers, suppliers, bankers and distributors for the
support they have given to the Company and the confidence, which they
have reposed in its management and the employees for the commitment and
dedication shown by them.
Registered Office: For and on behalf of the Board
A/101, Virwani Industrial Estate, For BHAGERIA DYE-CHEM LIMITED
W. E. Highway,
Goregaon [East],
Mumbai - 400 063 Suresh Bhageria
May 26, 2012. Chairman
Mar 31, 2011
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors have great pleasure in presenting 22nd Annual Report
together with the Audited accounts for the year ended March 31, 2011.
FINANCIAL RESULTS:
Year ended Year ended
Particular's 31.03.2011 31.03.2010
Rs. In Lacs Rs. In Lacs
Sales & Other Income 6176.86 5643.50
Profit before tax and appropriations 239.68 101.00
Profit after tax 90.30 57.48
Add : Balance brought forward from
previous year 4.98 1.11
Profit available for disposal 95.27 58.59
Proposed Dividend 48.45 48.61
Transfer to General Reserve 5.00 5.00
Extraordinary Income (Grant Reed.) Nil 57.27
Transfer to Capital Reserve Nil 57.27
Profit carried forward 41.82 4.98
DIVIDEND:
Your Board is pleased to recommend for consideration of the
Shareholders at the Annual General Meeting payment of a Tax free
dividend for the year ended March 31, 2011 of Rs. 1.20 per share on
each Equity share of Rs.10/- each which after approval shall be paid in
accordance with the applicable Law.
This will be the 18th consecutive year of payment of Dividend by your
company.
OPERATIONS:
During the year under review, your company has achieved total income of
Rs. 6176.86 lacs against Rs. 5643.50 lacs in previous year and a net
profit of Rs. 90.30 lacs as against Rs. 57.48 lacs in previous year.
RESEARCH & DEVELOPMENT:
The R&D department of the company has been arduously working to provide
quality and value for money to the customers in keeping with market
trends.
FIXED DEPOSITS:
Your Company has not accepted any deposit during the year within the
meaning of section 58A of the Companies Act, 1956 from Public and the
rules made there under.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Mr. O. P. Bubna and Dr. Shyam
Agrawal, Directors of the Company retire by rotation and being
eligible, offer themselves for re-appointment.
It is proposed to re-appoint Mr. Suresh Bhageria as Chairman and Mr.
Vinod Bhageria as Managing Director of the Company.
Necessary Resolutions are put up for members considerations.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company
as at March 31, 2011.
3. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dernaterialised form in either of the two Depositories. The Company has
been allotted ISIN No. INE354C01019
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
Your Company continued to practice good governance as set out by the
Securities and Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors have
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing with
ethical issues and also foster a culture of accountability and
integrity.
AUDITORS:
M/s. Sarda & Pareek, Chartered Accountants, Auditors of the Company are
retiring at the ensuing Annual General Meeting. They are eligible for
re-appointment and have expressed their willingness to act as auditors,
if re-appointed. The Company has received a certificate from them that
they are qualified under section 224 (1) of the Companies Act, 1956,
for appointment as Auditors of the Company. Members are requested to
consider their appointment at a remuneration to be decided by the Board
of Directors for the financial year ending March 31, 2012 as set out in
the Notice convening the Meeting.
AUDITORS' OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"R" which are self explanatory and, therefore, do not call for any
further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a Practising Company Secretary. The same is enclosed and form part
of this report.
AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and
Corporate Governance the Company has constituted an Audit Committee
comprising of the following Directors viz., Mr. O. P. Bubna , Mr. P. S.
Dalvi and Dr. Shyam Agrawal as members. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors ) Rules, 1988 are given in Annexure "A" to this
report.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company came within the purview of the
information required u/s 217 (2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules, 1975 as amended.
LISTING:
The Company has listed its Equity Shares on Bombay Stock Exchange
Limited, Mumbai.
SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Company's
shareholders, customers, suppliers, bankers and distributors for the
support they have given to the Company and the confidence, which they
have reposed in its management and the employees for the commitment and
dedication shown by them.
Registered Office: For and on behalf of the Board
A/101, Virwani Industrial Estate, For BHAGERIA DYE-CHEM LIMITED
W. E. Highway,
Goregaon [East],
Mumbai - 400 063. Suresh Bhageria
May 21st, 2011 Chairman
Mar 31, 2010
The Directors have great pleasure in presenting 21st Annual Report
together with the Audited accounts for the year ended March 31, 2010.
FINANCIAL RESULTS:
Year ended Year ended
31.03.2010 31.03.2009
Rs. In Lacs Rs. In Lacs
Sales & Other Income 5643.50 5466.50
Profit before tax and appropriations 101.00 (171.44)
Profit after tax 57.48 (117.95)
Add : Balance brought forward from
previous year 1.11 135.62
Profit available for disposal 58.59 12.07
Proposed Dividend 48.61 24.31
Transfer to / From General Reserve 5.00 (13.35)
Extra Ordinary Income- Grant Received 57.27 -
Transfer to Capital Reserve 57.27 -
Profit carried forward 4.98 1.11
DIVIDEND:
Though there was marginal increase in Sales and other income of the
Company, Your Company earned a net Profit after tax of Rs. 57.48 as
against Net Losses of Rs. 117.95 suffered during previous year.
The Board of Directors after careful thinking and taking into
consideration the Track record and keeping in mind Shareholders
Interest, recommend for consideration of the Shareholders at the Annual
General Meeting payment of dividend for the year ended March 31, 2010
of Rs. 1.20 per Share on each Equity Share of Rs.10/- each which after
approval shall be paid in accordance with the applicable Law.
This will be the 17th consecutive year of payment of Dividend by your
company.
OPERATIONS:
Looking at the overall bad scenario, your Company did fare well during
the year. Due to the same, your company could achieve a Total Income of
Rs. 5643.50 lacs against Rs. 5466.50 lacs during the previous year
RESEARCH & DEVELOPMENT:
The R&D department of the company has been arduously working to provide
quality and value for money to the customers in keeping with market
trends.
FIXED DEPOSITS:
Your Company has not accepted any deposit during the year within the
meaning of section 58A of the Companies Act, 1956 from Public and the
rules made there under.
BOARD OF DIRECTORS:
As per the Provisions of the Companies Act, 1956 and in terms of the
Articles of Association of the Company, Mr. Vinod Bhageria and Mr.
Suresh Bhageria, Directors of the Company retire by rotation and being
eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed.
2. Appropriate policies have been selected and applied consistently
and judgments and estimates wherever made are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2010.
3. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
DEPOSITORY SERVICES:
The Companys Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also
the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in a
dematerialised form in either of the two Depositories. The Company has
been allotted ISIN No. INE354C01019
Shareholders therefore are requested to take full benefit of the same
and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic
form.
CORPORATE GOVERNANCE:
Your Company continued to practice good governance as set out by the
Securities And Exchange Board of India. In addition to the basic
governance issues, the Board laid a strong emphasis on transparency,
accountability and integrity. The detailed report on compliance of
Corporate Governance and Management Discussion Analysis as stipulated
in Clause 49 of the Listing Agreement is enclosed and form part of this
Report.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of
business ethics. In recognition thereof, the Board of Directors have
implemented a Code of Conduct for adherence by the Directors and Senior
Management Personnel of the Company. This will help in dealing wiin
ethical issues and also foster a culture of accountability and
integrity.
AUDITORS:
M/s. Sarda & Pareek, Chartered Accountants, Auditors of the Company are
retiring at the ensuing Annual General Meeting. They are eligible for
re-appointment and have expressed their willingness to.act as auditors,
if re-appointed. The Company has received a certificate from them that
they are qualified under section 224 (1) of the Companies Act, 1956,
for appointment as Auditors of the Company. Members are requested to
consider their appointment at a remuneration to be decided by the Board
of Directors for the financial year ending March 31, 2011 as set out in
the Notice convening the Meeting.
AUDITORS OBSERVATIONS:
The observations of the auditors contained in their Report have been
adequately dealt with in the Notes to the Accounts given in Schedule
"S" which are self explanatory and, therefore, do not call for any
further comments.
SECRETARIAL COMPLIANCE REPORT:
As required under the amended provisions of the Companies Act, 1956,
the Company is required to obtain Secretarial Compliance Certificate
from a Practising Company Secretary. The same is enclosed and form part
of this report.
AUDIT COMMITTEE:
In accordance with the provisions of the Listing Agreement and
Corporate Governance the Company has constituted an Audit Committee
comprising of the following Directors viz., Mr. O. P. Bubna , Mr. P. S.
Dalvi and Dr. Shyam Agarwal as members. The Audit Committee acts in
accordance with the terms of reference specified from time to time by
the Board.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information pursuant to section 217 (I) (e) of the Companies Act,
1956 read with the Companies ( Disclosure of particulars in the Report
of Board of Directors ) Rules, 1988 are given in Annexure "A" to this
report.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company came within the purview of the
information required u/s 217 (2A) of the Companies Act, 1956 read with
the Companies (particulars of Employees) Rules, 1975 as amended.
LISTING:
The Company has listed its Equity Shares on Bombay Stock Exchange
Limited, Mumbai. SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:
The Company has taken all the necessary steps for safety and
environmental control and protection at the plant.
ACKNOWLEDGMENT:
The Directors wish to convey their appreciation to the Companys
shareholders, customers, suppliers, bankers and distributors for the
support they have given to the Company and the confidence, which they
have reposed in its management and the employees for the commitment and
dedication shown by them.
Registered Office: For and on behalf of the Board
A/101, Virwani Industrial Estate, For BHAGERIA DYE-CHEM LIMITED
W. E. Highway,
Goregaon [East],
Mumbai - 400 063. Suresh Bhageria
May 29,2010. Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Bhageria Industries Ltd.
-
Bhageria Industries Ltd. Tools
- Bulk Deals
- Block Deals
-
Bhageria Industries Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
- NSE Price History
-
Bhageria Industries Ltd. Key Financial Ratios
- Ratios
-
Bhageria Industries Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Bhageria Industries Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Bhageria Industries Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Bhageria Industries Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
-
Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
-
Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
-
Block for 8 hours
-
Block for 12 hours
-
Block for 24 hours
-
Don't block
Sign in with Google- Male
- Female
- Others
- Under 18
- 18 to 25
- 26 to 35
- 36 to 45
- 45 to 55
- 55+