Bodal Chemicals Directors Report, Bodal Chemicals Reports by Directors

Bodal Chemicals

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Directors Report Year End : Mar '16    Mar 15


The Directors are pleased to present their 30th Annual Report on the business and operations of Bodal Chemicals Limited (Bodal Chemicals “or the Company) together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.


The Financial Results of the Company for the year ended 31 st March, 2016, were as follows:

Rs, in Lacs)








Income from Operations





Other operating Income





Total Income from Operations





Profit Before Interest, Depreciation &Taxation (EBITDA)





Less: Depreciation





Profit Before Interest &Taxation (EBIT)





Less: Finance Cost





Less/Add: Exceptional Item





Profit Before Tax (PBT)





Less: Tax Expenses





Profit After Tax (PAT)





Balance brought forward from previous year





Amount available for appropriation






Interim Dividend





Proposed Final Dividend





Dividend Distribution Tax





Capital Redemption Reserve





Balance carried to Balance Sheet





During the year under review, Total Income from Operations on a consolidated level declined 12.9% to Rs. 90,995.50 lacs compared to fiscal year 2015. This was mainly due to the effect of lower finished goods prices. Lower crude price for most of the year pushed raw material prices lower, thereby impacting realizations.

Consolidated EBITDA for the year was Rs. 16,176.08 lacs at 17.8% margin. This is compared to consolidated EBITDA of Rs. 18,875.20 lacs at 18.1% margin. However, realization during the second half improved resulting in improvement in EBITDA margin from 16.5% in Q1 FY2016 to 21.6% in Q4 FY2016. Finance Cost during the year declined by 55.3% from Rs. 2,727.53 lacs to Rs. 1,219.93 lacs due to continued long term debt reduction. Profit after Tax (PAT) for the year was Rs. 8,598.66 lacs at 9.4% margin compared with Rs. 9,178.24 lacs in FY2015 at 8.8% margin. EPS for the year was Rs. 7.88 compared with Rs. 8.41 in FY2015.


The Issued, Subscribed & Paid up Equity Share Capital of the Company as at 31 st March, 2016 was Rs. 2,182.15 lacs divided into 1,091.07 lacs Equity shares, having face value of Rs. 2 each. This compares with Rs. 4,682.15 lacs as at 31 st March, 2015.

In a meeting of Preference Shareholders held on 3rd August, 2015, the Preference Shareholders of the Company approved redemption of the 250 lacs, 9% Non-Convertible Redeemable Preference Shares of Rs. 10 each fully at par. Total amount of the Preference Share redemption was Rs. 2,500 lacs.

General Reserve

During the year under review, your Directors do not propose to transfer any amount to the General Reserve.

Term Loan and Working Capital

As of 31 st March, 2016,Total Debt was Rs. 14,290.40 lacs, Cash and Cash Equivalents were Rs. 46.90 lacs resulting in Net Debt of Rs. 14,243.50 lacs (vs. Rs. 20,750.40 lacs as on 31 st March, 2015).Total Debt consisted of Rs. 14,222.50 lacs of Working Capital loans and Rs. 67.90 lacs of Long Term loans, including Long Term loans maturing within 12 months of the balance sheet date. During the year, the Company repaid its long term debt resulting in significantly improved leverage position and reduced finance cost.

Exit from the Corporate Debt Restructuring Mechanism

In September 2015, Bodal Chemicals announced its exit from the Corporate Debt Restructuring (CDR) mechanism. The Company is now allowed to declare dividends, borrow funds from banks and plan capital outlay for expansion and future growth. The Company''s credit ratings will also be improved. Bodal Chemicals had entered into the CDR mechanism in December 2012 and has repaid all its CDR debt and other term loans out of the cash generated by the business.


Based on the recent developments at the Company as well as operational and financial performance, Credit Analysis & Research Ltd (CARE) has upgraded our credit ratings. For the Long Term Bank Facilities CARE has upgraded the rating from CARE BBB to “CARE A-. CARE A- rating is considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

CARE has upgraded the rating of CARE A2 to CARE A2 assigned for the Short Term Facilities, which is considered to have a strong degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk.


During the fiscal year 2016, the Company has issued 2 (two) interim dividends of Rs. 0.20 per share (or 10% of face value Rs. 2) and Rs. 0.40 per share (or 20% of face value Rs. 2). This shall be treated as final dividend. The total dividend for the financial year, including the two interim dividends, amounts to Rs. 0.60 per equity share and will absorb Rs. 787.91 lacs, including Dividend Distribution Tax of Rs. 133.27 lacs.


Section 124 of the Companies Act, 2013 mandates that companies transfer dividend that has been unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Unclaimed dividend, which has been transferred to IEPF, has been disclosed in the Corporate Governance report forming part of Directors report

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 24th September, 2015 (date of last Annual General Meeting) on the Company''s website


During financial year 2016, Bodal Chemicals incurred capital expenditure of Rs. 1,742.46 lacs on physical infrastructure. Over the last year, we have made investment in select capacity expansion to make ourselves future ready. Production for our LABSA project has started at our wholly owned subsidiary Bodal Agrotech Limited. This will yield meaningful results in the next fiscal year.


Bodal Chemicals currently has one subsidiary. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries and form part of this Annual Report. Statement containing the salient feature of the financial statement of the Company''s subsidiaries, associate(s) and joint venture(s) is enclosed as Annexure 1 inform AOC-1 to this Annual Report. In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of the Subsidiary Companies on its website

Bodal Agrotech Limited (BAL) is a wholly owned subsidiary of the Company. BAL started a new plant for the production of Linear Alkyl Benzene Sulphonic Acid (LABSA). The production at this plant started in March 2016. It is an anionic surfactant widely used in all ranges of domestic detergents powder, cake & dish wash cleaners. Total annual capacity for this plant is 18,000 MTPA. During the fiscal year 2016, BAL generated a turnover of Rs. 87.49 lacs. At an optimum capacity utilization level, BAL is expected to generate total annual turnover of Rs. 10OCrore.

Trion Chemicals Private Limited (TCPL) In line with the Company''s diversification strategy, Bodal Chemicals has made an investment of Rs. 15 Crore in TCPL, which is in the process of becoming a 42% owned associate of the Company. TCPL is engaged in the production of a compound which is a disinfectant, algaecide and bactericide mainly for swimming pools. It is also used as a bleaching agent in the textile industry. TCPL is expected to start production in H2 FY2017. At optimum capacity utilization levels, it is expected to generate an annual turnover of Rs. 225-250 Crore.


Details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the account that form part of this Annual Report.

Public Deposits

The Company has not accepted any deposit during the year under review. There were no deposits remaining unpaid / unclaimed as at the end of the financial year 2016 and as such no amount of principal or interest was outstanding, as on the date of balance sheet.


Bodal Chemicals has 10,91,07,370 equity shares of Rs. 2 each fully paid, are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company confirms that it has paid the

Annual Listing Fees for the fiscal year 2017 to both the exchanges where the Company''s equity shares are listed.

DIRECTORS ANDKEY MANAGERIAL PERSONNEL Directors'' Appointment, Retirement and Resignation

As on date, Bodal Chemicals had 7 (Seven) Directors including 3 (Three) executive Directors and 4 (four) independent Directors. Mr. Ankit S. Patel, Executive Director was appointed at Extra Ordinary General Meeting held on 11th February, 2013 for a period of three years w.e.f. 24th May, 2013, therefore their tenure was upto 23rd May, 2016. The Board of Directors of the Company has re-appointed him subject to approval of the members of the Company, as the Executive Director w.e.f. 24th May, 2016 for a further period of three years.

Mr. Ankit S. Patel retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013. Details of all the Directors have been covered in Corporate Governance Report which forms part of the Annual Report.

For the perusal of shareholders, a brief resume of the above all the Directors, nature of their expertise, their shareholding in the Company and other required details are given in the section of Corporate Governance Report forming part of the Directors'' Report in the Annual Report.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and regulation 27(2) of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), 2015 (hereinafter referred as the Listing Regulations). The Company keeps a policy of transparency and arm''s length while dealing with its Independent Directors. There were no pecuniary transactions entered into with the Independent Directors apart from sitting fees.

Diversity of the Board

Bodal Chemicals believes that building a diverse and inclusive culture is an integral part of the organization’s success. A diverse Board, among others, enhances the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. The Company has an optimum mix of executive and non-executive, independent directors and woman director. The Nomination and Remuneration Committee of the Company follows defined policy for identifying, screening, recruiting and recommending candidates for election as a Director on the Board. The Policy is available on the Company website

Board Meetings

During the year under review, 6 (Six) meetings of the Board of Directors were held. Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

Meeting of Independent Directors

The Independent Directors of the Company met separately on 10th March, 2016 without the presence of Non-Independent Directors and the members of management. In accordance with the Listing Agreement, following matters were, inter-alia, discussed in the meeting:

- Review the performance of Non-Independent Directors and the Board as a whole

- Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors

- Assess the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

Board''s Annual Evaluation

In terms of the requirements of the Companies Act, 2013, and the Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the Directors. The evaluation framework adopted by the Board is set out in the Corporate Governance Report.

Key Managerial Personnel (KMP)

During the financial year 2016, the Company has designated following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act:

- Mr. SureshJ Patel, Chairman & Managing Director

- Mr. Bhavin S Patel, Executive Director

- Mr. Ankit S Patel, Executive Director

- Mr. MayurB. Padhya,Chief Financial Officer

- Mr. Ashutosh B. Bhatt, Company Secretary

Remuneration of Directors and KMP

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remunerations statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said ru les is attached as Annexure 2 which forms part of this report.

Remuneration Policy

Bodal Chemical''s remuneration policy is directed towards rewarding performance based on a periodic review of the achievements. The Company''s remuneration policy also aims at attracting and retaining high calibre talent. The remuneration policy, therefore, is market-led and takes into account the competitive circumstance so as to attract and retain quality talent and leverage performance significantly. The Policy on remuneration of Directors, Key Managerial Personnel and other employees of the Company is explained in the Corporate Governance Report.

AUDITORS Statutory Auditors

Your Directors recommended re-appointment of M/s. Mayank Shah & Associates, Chartered Accountants as statutory auditors of the Company for the financial year 2017. The Company has received a certificate from the auditors stating that their appointment, if made, will be within the limit specified under sections 139and 141 oftheCompaniesAct,2013.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. Auditor''s comments on your Company''s accounts for the year ended 31 st March, 2016 are self-explanatory in nature and do not require any explanation as per provisions of section 134 of the Companies Act, 2013. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s. Rashmin R. Patel &Co., Chartered Accountants is appointed as the Internal Auditors of the Company. The Internal Audit function is responsible for assisting the Audit Committee on an independent basis with a full status of the risk assessments and management. The Internal Auditor reports their findings on the internal audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

Cost Auditors

Pursuant to the section 148 of the Companies Act, 2013, the Central Government has prescribed cost audit related to the Company''s product Dye Intermediates and dyes. Based on that and recommendation made by the Audit Committee, the Board of Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmadabad, as the Cost Auditor for the financial year 2017.The Company has received a written certificate stating that their re-appointment, if made, would be within the prescribed limits under section 141 of the Companies Act, 2013. The Cost Audit report for the financial year 2016 has been filed within the prescribed time limits. The Cost Auditor''s Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

Pursuant to the section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Bodal Chemicals has appointed Mr.Tapan Shah, practicing company secretary as a Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017.

The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of the applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed to this annual report.


Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report.


Bodal Chemicals is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of your Company''s approach to corporate governance.

A separate section on Corporate Governance forming part of the Directors'' Report and the certificate from the Practicing Chartered Accountants confirming compliance of the Corporate Governance norms as stipulated in the Listing Regulations is included in the Annual Report.


At Bodal Chemicals, human resource remains at the core of our strategy for sustainable growth. We realize that our ability to continue and sustain our growth and extraordinary success strongly depends on our ability to grow, nurture and retain this talent. The Company has over 1,200 employees spread across all its 9 manufacturing units. Your Company is focused on building a high performance culture with a growth mindset. Developing and strengthening capabilities for all employees in your Company has remained an ongoing priority.

Industrial relations at all divisions of your Company has always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees tall levels.


There were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of this report.


In terms of provisions of sections 92,134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of Annual Return of the Company in form MGT-9 is annexed herewith as Annexure 3 to this Annual Report.


Bodal Chemicals has taken various initiatives to ensure a safe and healthy workplace for its women employees. The Company has zero tolerance for sexual harassment at workplace and is fully compliant with the prevailing laws on the prevention of sexual harassment of women at workplace. As per the provisions of sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under sexual harassment and their disposal is as under:

Number of cases pending as on the beginning of the financial year: NIL

Number of complaints filed during the year: NIL

Number of cases pending as on the end of the financial year: NIL


The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for directors and employees. Bodal Chemicals has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to all the employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society as a whole. Details of complaints received and the action taken are reviewed by the Audit Committee.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee from time to time. None of the Company''s personnel have been denied access to the Audit Committee. The Whistle Blower policy is available on the Company''s website


The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure4to this report.


An organization is subjected to a number of risks such as credit risk, industry risk, liquidity risk and operational risk. Management of risk has always been embedded in our corporate strategies and straddles across planning, execution and reporting processes and systems. Therefore, the Company has developed a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk frame work defines the risk management approach across the enterprise at various levels including documentation and reporting. The Risk Management Policy is available on the

The Company deploys robust system of internal controls commensurate to the size of the Company and the complexities of its operations. These systems facilitate fair presentation of our financial resulting manner that is complete and reliable, ensure adherence to regulatory and statutory compliances, and safeguards investor interest by ensuring the highest level of governance and consistent communication with investors.

The Internal Auditors of the Company conduct financial, compliance and process improvement audits each year. The Audit Committee oversees the scope and evaluates the overall results of these audits, and members of that Committee regularly attend meetings of Board of Directors. The Audit Committee also reviews the adequacy and effectiveness of the internal control system, and invites functional Directors and senior management personnel to provide updates on operating effectiveness and controls, from time to time. A CEO and CFO Certificate, forming part of the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies, if any, to the Audit Committee and rectify the same.


At Bodal Chemicals, we are committed to conducting our business responsibly and sustainably. Our CSR agenda includes supporting the socio-economic environment in which we operate. Our focus areas comprise education, employment generation, sanitation, healthcare and environment protection.

In compliance with the section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an annual report on CSR Activities is set out as Annexure 5 and forms part of this report.


All the related party transactions that were entered into during the financial year were on as arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered into by the Company with the promoters, Directors, key managerial personnel or other designated persons which may have potential conflict of the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transaction policy for the purpose of identification and monitoring of such transaction. The policy can be accessed on the Company website Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, is disclosed in form AOC-2 as Annexure 6.


Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

a) in the preparation of the annual accounts for the financial year ended 31 st March, 2016, the applicable accounting standards had been followed, along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and 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 for the financial year ended 31 st March, 2016, 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.


SEBI vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016 has debarred Sharecrop Services (India) Private Limited (Sharepro) from accessing the capital market. The order also directs all the clients of Sharepro to carry out / switchover their activities related to registrar and share transfer agents, either in-house or through another RTA registered with SEBI.

The Board of Directors of the Company has appointed Link In time India Private Limited as its new RTA in place of Sharepro. Shareholders are requested to send the documents / correspondence relating to the Company''s securities and share transfer activity to the new RTA at the following address:

Link I time India Private Limited,

C-13, Pannalal Silk Mills Compound,

LB.S. Marg, Bhandup (West),


Ahmedabad Branch:

Link Intime India Private Limited,

Unit No 303, 3rd Floor, Shoppers PlazaV,

Opp. Municipal Market,

Behind Shoppers Plaza II,OffCG Road,


Tel No:079- 2646 5179


The Board of Directors would like to place on record their sincere appreciation to the Central & the State Governments, regulatory authorities such as SEBI, stock exchanges and registrars, for their guidance and co-operation. The Board would also like to thank the investors and bankers for their continued support during the year. We also take this opportunity to than kail our customers and vendors for their partnership with us.

Last but not the least, the Directors extend their appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance.

For and on behalf of the Board of Directors

Suresh J. Patel

Chief Executive Officer,

Date :3rd August 2016 Chairman & Managing Director

Place: Ahmadabad (DIN: 00007400)

Source : Dion Global Solutions Limited
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