Moneycontrol
Get App
SENSEX NIFTY
you are here:

Black Rose Industries Ltd.

BSE Live

May 26, 13:20
135.30 1.55 (1.16%)
Volume
AVERAGE VOLUME
5-Day
70,327
10-Day
43,469
30-Day
32,040
133,550
  • Prev. Close

    133.75

  • Open Price

    140.35

  • Bid Price (Qty.)

    135.30 (10)

  • Offer Price (Qty.)

    136.45 (100)

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
Volume
No Data Available
0
  • Prev. Close

    -

  • Open Price

    -

  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Black Rose Industries is not listed on NSE

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors are pleased to present this 28th Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2018.

1. Financial Results

The company’s standalone and consolidated performance during the financial year ended 31st March, 2018, as compared to the previous financial year is summarised below:

Rs.in Lacs

Consolidated

Standalone

Particulars

Year ended

Year ended

31.03.2018

31.03.2017

31.03.2018

31.03.2017

Revenue from Operations and Other Income

29,823.12

24,242.08

18,545.08

16,685.13

Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA)

2,241.78

1,506.61

2,153.63

1,500.52

Less: Finance Cost

381.93

475.64

381.93

475.64

Profit before Depreciation and Tax (PBDT)

1,859.85

1,030.97

1,771.70

1,024.88

Less: Depreciation

240.94

273.52

240.94

273.52

Profit before Tax

1,618.91

757.45

1,530.76

751.36

Less: Provision for Tax

443.85

255.41

415.00

255.41

Profit after Tax

1,175.06

502.04

1,115.76

495.95

Total Comprehensive Income

1,174.59

465.25

1,115.29

459.16

2. Nature of Business

The company is primarily in the business of chemical distribution and chemical manufacturing, as well as textile manufacturing and renewable energy generation.

The chemical distribution business consists mainly of import and sales of specialty and performance chemicals manufactured by overseas and domestic principals. Chemical manufacturing is currently focused on the production of a single product, acrylamide. The textile business is engaged in the manufacture of fabrics and industrial made-ups such as safety gloves and the renewable energy activity supplies the State Electricity Boards of Rajasthan and Gujarat with wind-generated power.

3. Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 0.15 per equity shares of face value of Rs. 1 each for the year ended 31st March, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting.

4. Business Scenario

The first half of the financial year saw various business disruptions caused by the introduction of GST and this hit the company’s sales of acrylamide, meta cresol, and ethanolamines during Q2. The latter half witnessed pricing improvements caused by the tightening environmental regulations in China and supply shortages of acrylonitrile, the key raw material used in the production of acrylamide. In Q4, the sudden removal by the Reserve Bank of India of LOU facilities for importers created fund tightness across industries. Interest costs came down during the year but began rising again towards the end as inflation started inching up. The Indian Rupee strengthened over the previous year and largely stayed within a 3% band of Rs. 63.50 - 65.50 per US Dollar for the year.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

5. Material Changes and Commitments

There have been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

6. Performance Review

The year 2017 - 2018 saw a 53% and 47% increase in consolidated and standalone EBIDTA, respectively. Revenue figures, though not fully comparable as the figures from 2017-18 are net of excise/GST as opposed to the previous year, also grew significantly due to an increase acrylamide sales and an increase in sales of the chemical distribution business. The top 5 products of the distribution business continued to deliver strong results and accounted for more than 75% of the department’s sales. Revenues at our subsidiary in Japan grew by 49% and contributed to a little over a third of the consolidated turnover and 5% of consolidated PAT. Profitability significantly improved over the last year due to strong cost control at the acrylamide plant and better margins in the distribution business because of material availability issues caused by the changing environmental regulatory scenario in China. The standalone EBIDTA margin for 2017-18 grew to 11.6% from 9.00%. Standalone profit before tax increased to Rs.1,530.76 lacs as compared to a profit of Rs.751.36 lacs in the previous year.

A detailed analysis of the company’s operations is provided later in the Management Discussion and Analysis Report.

7. Acrylamide Plant at Jhagadia, Gujarat

The company’s acrylamide plant has an installed capacity of 14,000MT per year. The company’s acrylamide sales grew over the previous year.

An in-depth explanation about the plant operations is given in the Management Discussion and Analysis Report.

8. Subsidiary - B.R. Chemicals Co., Ltd., Japan

During the year under review, the turnover of the company’s wholly owned subsidiary incorporated in Japan increased significantly to exceed Rs. 100 crores. The subsidiary showed a profit of close to Rs. 60 lacs.

The nature of business of the subsidiary company remained unchanged during the year.

The performance and financial position of company’s subsidiary B.R. Chemicals Co., Ltd. for the year ended 31st March, 2018 is attached to the financial statements hereto.

9. Directors and Key Managerial Personnel

There were no changes in the directors or key managerial personnel during the year.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Anup Jatia (DIN 00351425), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All the Independent Directors have given declarations that they have meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Mr. Ameet Nalin Parikh (DIN 00007036) was appointed as Additional Director of the Company and is proposed to be appointed as Independent Non Executive Director of the Company at the 28th Annual General Meeting of the Company.

10. Board Meetings and Board Committees

a. Board Meetings

The Board of Directors met six times during the financial year ended 31st March, 2018 in accordance with the provisions of Companies Act, 2013 and rules made thereunder and the Listing Regulations.

b. Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Listing Regulations, your Board of Directors has constituted four committees, namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The company has been employing women employees in various grades within its offices and factory premises. The company has constituted an Internal Compliant Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly opposed to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on 31st March, 2018.

c. Evaluations

Pursuant to the provisions of Companies Act, 2013 and rules made thereunder and in accordance with the Listing Regulations, the Board had carried out an annual performance evaluation of its own, the Board Committees and of the Independent Directors.

Further, Independent Directors at their separate meeting, evaluated performance of the Non - Independent Director, Board as a whole and of the Chairman of the Board.

d. Policy on Directors’ Appointment and Remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Nomination and Remuneration Policy which forms part of this report. The Nomination and Remuneration Policy is set out in Annexure I to this report and is also available on the Company’s Website.

11. Auditors and their Reports

a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. PKJ & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the Thirty Second Annual General Meeting. However, their appointment as Statutory Auditors of the company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.

The resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

The independent statutory auditors’ report does not contain any qualification, reservation or adverse remark or disclaimer on the accounts for the year ended 31st March, 2018.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed M/s. ND & Associates, Company Secretary in Whole - Time Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company.

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. ND & Associates, Company Secretary in Whole - Time Practice in Form MR - 3 for the Financial Year 2017 - 18 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, have approved the appointment of M/s. Poddar & Co., Cost Accountants as the Cost Auditors of the Company to conduct audit of cost accounting records maintained by the Company for the year ending March 31, 2018 on a remuneration as mentioned in the Notice of 28th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

A Certificate from M/s. Poddar & Co., Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and rules framed thereunder.

A resolution seeking Member’s ratification for the remuneration payable to Cost Auditor forms part of the 28th Annual General Meeting of the Company and same is recommended for Member’s consideration and approval.

12. Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) forms an integral part of an overall business policy aligned with its business goals. The Company, from time to time, endeavors to utilize allocable CSR budget for the benefit of society.

The Company CSR initiatives are on the activities approved by the Board of Directors of the Company benefiting the society as a whole. However, during the year under review, the Company was unable to spend the CSR amount as the amount required to be spent was not scalable with the suitable CSR activity and the same will be added to the CSR budget for the financial year 2018 - 2019.

13. Deposits

During the year under review, the company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

14. Indian Accounting Standards (Ind AS)

The annexed financial statements are prepared under and comply with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under Ind AS.

Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial statements.

15. Consolidated Financial Statements

The directors also present the consolidated financial statements incorporating the financial statements of the subsidiaries, and as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI.

A separate statement containing the salient features of its subsidiaries in the prescribed Form AOC - 1 is annexed separately.

16. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief confirm the following:

i) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profits of the company for the year ended on that date;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operative satisfactorily, however, this reporting requirement is in a evolving stage, the management is in a process of establishing effective implementation with the help of internal and external consultations and confident that the same will be fully implemented within few months.

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT - 9 for the financial year ended 31st March, 2018 is given in Annexure II and forms part of this Annual Report.

18. Loans, Guarantees and Investments

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure III which forms part of this Annual Report.

19. Internal Financial Controls and Compliance Framework

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations. This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems were adequate and operating effectively.

20. Risk Management

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in Management Discussion and Analysis Report.

21. Vigil Mechanism and Reporting of Frauds

The Company has set up vigil mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the company noticed by them which could adversely affect company’s operations, to the Audit Committee Chairman.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

22. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made thereunder is annexed herewith as Annexure IV and forms part of this Annual Report.

23. Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the company during the financial year with related parties were in the ordinary course of business and are on arm’s length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

24. Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

25. Listing

The company’s shares are listed on the BSE Limited and the applicable listing fees have been paid.

26. Managerial Remuneration and Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the company is covered under the provisions of the said rules.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure V and forms part of this Annual Report.

27. Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

28. Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company’s bankers, statutory authorities, and all organisations connected with the company’s business. The directors also take pleasure in commending the valuable contributions made by the company’s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors’ Report and in the Management Discussion and Analysis Report describing the company’s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company’s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Shivhari Halan Anup Jatia

Director Executive Director

Place: Mumbai

Dated: May 25, 2018

Director’s Report