The Directors have great pleasure in presenting 23rd Annual Report
together with the Audited Accounts for the year ended March 31, 2012.
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
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
This will be the 19th consecutive year of payment of Dividend by your
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
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
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
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
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.
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.
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
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
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.
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.
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
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
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.
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.
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,
Mumbai - 400 063 Suresh Bhageria
May 26, 2012. Chairman