Moneycontrol
SENSEX NIFTY
Bodal Chemicals Directors Report, Bodal Chemicals Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > DYES & PIGMENTS > DIRECTORS REPORT - Bodal Chemicals

Bodal Chemicals

BSE: 524370|NSE: BODALCHEM|ISIN: INE338D01028|SECTOR: Dyes & Pigments
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Jul 20, 13:04
116.50
0.45 (0.39%)
VOLUME 17,330
LIVE
NSE
Jul 20, 13:08
116.70
0.25 (0.21%)
VOLUME 75,332
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2011 | 2010
Directors Report Year End : Mar '17    Mar 16

To

The Members, of Bodal Chemicals Limited

The Directors have pleasure in presenting the “31st ANNUAL REPORT” on the business and operations of the Company along with the Audited financial statement for the Financial Year ended 31st March, 2017.

Financial Result

Financial Results of the Company for the year under review along with figures of the previous year are as follows:

Rs. in Million

Standalone

Consolidated

Particulars

2016-17

2015-16

2016-17

2015-16

Total revenue

11909.05

9218.02

12431.27

9218.86

profit before Interest, depreciation and taxation (EBITDA)

2319.22

1698.43

2374.77

1685.15

Less: Depreciation

258.52

257.78

288.94

257.90

profit Before Interest & taxation (EBIT)

2060.70

1440.65

2085.83

1427.25

Less: Finance Cost

66.34

121.99

86.91

121.99

profit Before tax (PBT)

1994.36

1318.66

1998.92

1305.26

Less: Tax Expenses

708.24

452.67

712.46

445.39

Less : Minority Interest and Share in Profit of Associates

-

-

0.62

-

profit After tax (pat)

1286.12

865.99

1285.84

859.87

Addition on Amalgamation with Bodal Agrotech Ltd.

-49.04

0.00

0.00

0.00

Balance brought forward from previous year

1450.56

913.36

1401.08

870.01

Amount available for appropriation

2687.64

1779.35

2686.92

1729.87

Appropriations:

Interim Dividend

32.73

65.47

32.73

65.47

Dividend Distribution tax

6.67

13.32

6.67

13.32

Capital Redemption Reserve

Nil

250.00

Nil

250.00

Balance carried to Balance sheet

2648.24

1450.56

2647.52

1401.08

Note: Previous year’s figures have been recast whenever necessary

The Financial Year under Review 2016-17

Performance Discusssion

The Financial year 2016-2017 is a successive year in which the Company has posted the highest ever Net Profit in its history. During the year under review, the Company has achieved another historic milestone by reaching its highest ever Total Revenue of RS.11909.05 million. The Company is committed towards expansion of its market share in the domestic market as well as in the overseas market. The major highlights of financial performance of the Company for the financial year 2016-2017, are as follows:

Standalone performance of Company

- Total Revenue increased from RS.9218.02 million to RS.11909.05 million - increase by 29.19%.

- Cash Profit for the year stood at RS.1581.07 million and Cash EPS stood at RS.14.49.

- EBIDTA increased from RS.1698.43 million to RS.2319.22 Million. - an increase by 36.55%.

- Profit before tax increased from RS.1318.66 million to RS.1994.36 Million -an increase by 51.24%.

- Net Profit stood at RS.1286.12 Million compared to Net Profit of RS.865.99 Million an increase by 48.51%.

- Earning per Shares was RS.11.79

The Company has performed well during the financial year 2016-17, with productivity gains, volume growth and sustained margins notwithstanding rise in input costs. The Company has absorbed cost increases and yet improved margins with purchasing efficiencies, improvement in manufacturing yield/usage and overall expenditure control.

Bodal Chemicals Limited (BCL)

We believe that Bodal Chemicals Limited is the most integrated Dyestuffs Company in India and also the biggest manufacturer of Dye Intermediates in India. The Company’s product range covers Dyestuffs, Dye Intermediates and Basic Chemicals broadly classified under Specialty Chemicals. It has a unique and integrated product line covering forward and backward integration to dye intermediates. It contributes about 20% of India’s capacity and about 5% of the world’s capacity for Dye Intermediates. Bodal Chemicals has capacity of manufacturing upto about 25 varieties of Dye Intermediates and upto about 150 variants of Dyestuff which are principally used as raw materials in Textiles, Leather, Paper & other Dyestuff consuming industries. Out of the total production, about 30% is exported to over 50 countries across the world.

Company is listed on BSE Ltd. (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE).

The broad areas of operations of the Company are as under:

Dyes

The Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal can manufacture upto about 150 variants of Dyes products to cater to Textiles, Leather and Paper Industry

Dye Intermediates

Bodal the largest manufacturer of Dye Intermediates in India and among the leading manufacturers of Dye Intermediates in the world. The Company can manufacture upto about 25 Dyes Intermediates products. These Dyes Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, and Acetanilide. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the Company

Subsidiaries, Associates & Joint Ventures

During the period under review, Bodal Chemicals had one Subsidiary Company and one Associate Company namely, S P S Processors Pvt. Ltd. And Trion Chemicals Pvt. Ltd., respectively, and 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 associates companies and Subsidiaries and form part of this Annual Report. A statement containing the salient features of the financial statement of the Company’s Subsidiaries, Associates and Joint Ventures is enclosed as Annexure 1 in Form AOC-1 annexed to this Annual Report. In terms of provisions of sections 136 of the Companies act, 2013, the Company shall place separate audited accounts of the Subsidiary and Associate Companies on the website of the Company-www.bodal.com

SPS processors pvt. Ltd. (sps)

S P S Processors Pvt. Ltd. is a company engaged in manufacturing of dye intermediates.

The Company has made an investment of RS.40.9 Million for acquisition of 70% equity stake in S P S Processors Pvt. Ltd, which is therefore now a subsidiary company of Bodal Chemicals Ltd.

S P S Processors Pvt. Ltd. has a manufacturing plant located at Kosi, Uttar Pradesh, India having running operational capacity to produce 3,000 tons per annum (TPA) of H-Acid, a key Dye Intermediate. The manufacturing plant is a “zero discharge” unit and only about one and half year old.

SPS Processors Pvt. Ltd. also has all necessary permissions to manufacture Vinyl Sulphone - another key Dye Intermediate, as well as Dyestuff, at the same plant.

With the available permissions, the Company has started building a 4,200 TPA Vinyl Sulphone plant, which is estimated to cost about RS.100 million. The project is expected to completed in the first half of FY2017-18.

This investment will help the Company increase its manufacturing capacity of Dye Intermediates by about 25% and consolidate its position in the local and global markets of Dye Intermediates and Dyestuff.

Trion Chemicals pvt. Ltd. (TCpL)

In line with the Company’s diversification strategy, Bodal Chemicals has made an investment of RS.29 Million in TCPL, and had acquired 42% ownership of the Company. The investment in TCPL opens a new line of activity for the Company and enables expansion and diversification in Specialty Chemicals.

TCPL is producing Specialty chemicals which is a disinfectant, algaecide and bactericide mainly for Swimming pools and water treatment; also used as a bleaching agent in the textile industry

TCPL has commissioned a plant to manufacture Trichloroisocyanuric Acid (TCCA) at Neja, near Khambhat, Gujarat. TCCA is a disinfectant - an algaecide and bactericide used mainly by swimming pools and water treatment plants. It is also used as a bleaching agent by the textiles industry.

TCPLs TCCA plant is the first plant of this specialty chemical in India. TCPLs business plan is focused on the US market. It has already secured EPA licence in USA for environment protection.

Apart from the above companies, Bodal Chemicals Ltd. Does not have any other subsidiary, associate or joint venture company.

Scheme of Arrangement (Amalgamation of Bodal Agrotech Ltd.)

During the financial under review, the Hon’ble Gujarat High Court approved a Scheme of Arrangement (Scheme) in the nature of Amalgamation between Bodal Chemicals Limited (Amalgamated Company) and its wholly owned subsidiary company Bodal Agrotech Limited (Amalgamating Company) vide its Order dated 11th November, 2016. The Company has filed the said Order with the Registrar of Companies on 20th December, 2016.

Capital Structure & Liquidity Authorised share Capital

During the year under review, upon coming into effect of the above mentioned Scheme, the Authorised Share Capital of Bodal Agrotech Limited (Transferor Company) amounting to ?3,00,00,000/- has been added to the Authorised Share Capital of the Bodal Chemicals Ltd. (Transferee Company). Hence, the Authorised Capital of the Company has been increased to ?52,00,00,000/- (Rupees Fifty Two Crore Only) divided into 13,50,00,000 (Thirteen Crore Fifty Lacs only) Equity Shares of RS.2/- (Rupees Two) each and 2,50,00,000 (Two Crore Fifty Lacs only) Preference Shares of RS.10/- (Rupees Ten) each.

Issued and paid up Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31st March, 2017 was RS.218.21 million divided into 109107370 Equity Shares, having face value of RS.2 each. There was no change in the paid-up Equity Share Capital, during the financial year under review.

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 on 31st March, 2017, the Total Debt was RS.1418.71 million and Cash and Cash Equivalents were RS.38.11 million resulting in Net Debt of RS.1380.6C million (1424.35 million as on 31st March 2016). Total Debt consisted of RS.1411.52 million of working capital loans and RS.7.19 million of long term loans, including long term loans maturing within 12 months of the balance sheet date.

Ratings

Based on the recent developments at the Company as well as its operational and financial performance, Credit Analysis & Research Ltd (CARE) has upgraded the credit of the Company as follows:

type of Credit rating

revised rating

earlier rating

Rating for Long-Term

CARE A; Stable

CARE A-

Bank Facilities

[Single A; Outlook: Stable]

[Single A Minus]

Rating for Short Term

CARE A1 [A One]

CARE A2

Bank Facilities

[A Two Plus]

symbols

rating definition (source from www.careratings.com)

CARE A

Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.

CARE A1

Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

Dividend

During FY 2016-17, the Company declared Interim Dividend of H0.30 Per share (or 15% of face value RS.2) which will absorb RS.39.40 million, including dividend distribution tax of RS.6.67 million. Further, Final Dividend of H0.50 (or 25% of face value RS.2) per share absorbed RS.65.66 million, including dividend distribution tax of RS.11.11 million.

During FY 2015-16, the Company declared 2(two) Interim Dividends of H0.20 per share (or 10% of face valueRS.2) and H0.40 per share (or 20% of face value RS.2). The Total Dividend for the financial year, including the two interim dividends, amountee to H0.60 per equity share and absorbed RS.78.79 million, including dividend distribution tax of RS.13.32 million.

Transfer of amount to Investor Education & protection Fund (IEPF)

Section 124 of the Companies Act, 2013 mandates that companies shall transfer dividend that remain unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Un-claimed 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, on the Company’s website- www.bodal.com

Capital Expenditure

During the financial year 2017, Bodal chemicals incurred capital expenditure of RS.309.03 million. This expenditure was mainly towards improvement in production facilities, implementation of better technology and regular maintenance capex. This expenditure was also towards betterment of Effluent Treatment Plant and purchase of new equipments at Laboratory

Particulars of Loans, Guarantees and Investments

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

Public /Fixed Deposits

The Company has not accepted any deposit during the financial year under review. There were no deposits remaining unpaid/ unclaimed as at the end of the financial year 2016-17 and as such no amount of principal or interest was outstanding, as on the date of the balance sheet.

Listing of securities

Bodal Chemicals has 10,91,07,370 Equity Shares of RS.2 each fully paid, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company confirms that it has paid annual listing fees for the financial year 2017-18 to both the Exchanges where the Company’s equity shares are listed.

Directors and Key Managerial personnel directors’ Appointment, retirement and resignation

Bodal Chemicals has 7(Seven) Directors including 3(Three) Executive Directors and 4(Four) Independent Directors.

Appointment

On the recommendation of the Nomination and Remuneration Committee, Mr. Nalin Kumar (having DIN:03060741) was appointed as an Additional Director of the Company with effect from 13th February, 2017. In accordance with Section 161 of the Companies Act, 2013, Mr. Nalin Kumar will hold office upto the date of the forthcoming AGM of the Company and being eligible, offers his candidature for appointment as a Director accustomed to act as an Independent Director, on the Board of the Company for 5 years w.e.f. 13th February 2017. Your approval for his appointment as Director has been sought in the Notice convening the forthcoming AGM of the Company

On the recommendation of the Nomination and Remuneration Committee, Mrs. Neha Huddar (having DIN: 00092245) was appointed as an Additional Director of the Company with effect from 10th May, 2017. In accordance with Section 161 of the Companies Act, 2013, Mrs. Neha Huddar (having DIN: 00092245) holds office upto the date of the forthcoming AGM of the Company and being eligible, offer her candidature for appointment as Director accustomed to act as Independent Woman Director, on the Board of the Company for 5 years w.e.f. 10th May 2017. Your approval for her appointment as Director has been sought in the Notice convening the forthcoming AGM of the Company

Resignation

Mr. Sunil K. Mehta, (having DIN: 01736527) Independent Director resigned from the post of Director (Independent) of the Company with effect from 11th February, 2017 and the Board of Directors took note of the same at the Board Meeting held on 13th February 2017. The Board of Directors place on record their deep appreciation of the valuable guidance and immense contribution made by Mr. Sunil K. Mehta, during his tenure as Independent Director of the Company

Mrs. Kajal R Soni, (having DIN: 06926972) Independent (woman) Director resigned from the post of Director (Independent) of the Company with effect from 11th February, 2017 and the Board of Directors took note of the same at the Board Meeting held on 13th February 2017. The Board of Directors place on record their deep appreciation of the valuable guidance and immense contribution made by Mrs. Kajal R. Soni, during her tenure as Independent Director of the Company

Mr. Bhavin S. Patel, Executive Director retires by rotation at the ensuring Annual General Meeting. He, being eligible, offers himself for reappointment. 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 the Corporate Governance Report which forms a part of the Annual Report.

For the perusal of Shareholders, a brief resume all the above Directors, nature of their expertise, their shareholding in the Company and other required details are given in the section of the Corporate Governance Report, which forms a 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 regulations 27 (2) of the SEBI (LODR) regulations, 2015 (Listing regulations). There were no pecuniary transactions entered into with the Independent Directors apart from sitting fees.

Familiarization programme for Independent directors:

The Company has an ongoing programme where Directors in the course of meetings of the Board of Directors give information about developments and amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (LODR) Regulations, 2015 (herein referred to as “Listing Agreement”), Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company Details of the same are available on the website of the Company-www.bodal.com

Diversity of The Board

The Company recognizes and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates. This Policy can be accessed from the Company’s website-www.bodal.com

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 meetings held and 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 02nd February, 2017 without the presence of Non-Independent Directors and the members of management. In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 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 Members 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 2016-17, the Company designated the following personnel as KMPs as per the definition under section 2(51) and Section 203 of the Act:

Sr. No

Name of KMPS

Designation

1

Mr. Suresh J. Patel

Chairman & Managing Director

2

Mr. Bhavin S. Patel

Executive Director

3

Mr. Ankit S. Patel

Executive Director

4

Mr. Mayur B. Padhya

Chief Financial Officer

5

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 remuneration of Managerial employees a Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure 2 which forms part of this Report.

Remuneration policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is explained in the Corporate Governance Report, which forms a part of the this Report.

Auditors statutory auditors

Your Directors recommend, as identified and suggested the Audit Committee of Company, to appoint M/s Deloitte Haskins & Sells LLP, (FRN No. 117366W/W-100018) as statutory Auditor of the Company for FY 2017-18, subject to approval of the Members of the Company to hold office from the conclusion of the Thirty First (31st) Annual General Meeting until the conclusion of the Thirty Second (32nd) Annual General Meeting of the Company in place of the retiring auditors M/s Mayank Shah and Associates.

The Company has received a certificate from the Auditors stating that their appointment, if made, will be within the limit specified under Sections 139 and 141 of the Companies Act, 2013.

Further, tenure of M/s Mayank Shah and Associates, Chartered Accountants (Firm Registration No.; 106109W), Statutory Auditors of the Company is going to expire from the conclusion of the 31st Annual General Meeting of the Company. Under the Companies Act, 2013, they are not eligible to be reappointed to work as Auditor of the Company as a cooling period is required.

The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditor’s Comments on the Company’s Accounts for the financial year ended on 31st March, 2017 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 (FRN: 132265W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors 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.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah, practicing Company Secretary as a Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2017-18.

The Report of Secretarial Auditor for the financial year 2016-17 is set out as Annexure-3 and it forms a part of this Report.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed cost audit related to the Company’s product Dyes Intermediates and Dyes. Based on this requirement and the recommendation made by the Audit Committee, the Board of Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor for the Financial Year 2017-18. The Company has received a written from Cost Auditors stating that their re-appointment, if made, would be within the prescribed limits under sections 141 of the Companies Act, 2013. The Cost Audit report for the financial year 2016- 2017 has been filed within the prescribed time limits. The Cost Auditor’s Report does not contain any qualification, reservation or adverse remark.

Management discussion & Analysis

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

Corporate Governance

Bodal Chemicals Ltd. 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 the Company’s approach to Corporate Governance.

A Separate Section on Corporate Governance forming part of the Director’s Report and the certificate from the Practising Chartered Accountants confirming compliance of the Corporate Governance norms as stipulated in the Listing regulations is included in the Annual Report.

Industrial relations & Human resources

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

Human resources

Bodal Chemicals Ltd. values its employees. We trust our employees to do the right thing and this approach forms the core foundation of all people related initiatives. To educate all team members we have continuously improved our induction programme, in which we Cover company policies, special safety induction and also brief new team members about the Company’s history

As we are growing vertically as well as horizontally in business, which requires lots of skill development, we are continuously working on development of the in our team. We are also working on new expansions where we are bringing new technology, which requires technical knowledge, for this we are working on two fronts, one, to bring new technical experts from outside onboard and second, working on the skill development of existing team members, where we use class room training and on-the-job training platforms.

From this year, we have started celebrating Safety Week with the full participation of team members from all the departments, by organizing quiz competition, poster drawing, speech competition, display of different PPEs with its demonstration and awareness, and by inviting external trainer for imparting training. Being a chemical company, we are keenly aware about the environment, and by keeping this in mind we continuously spread awareness about the same among our team members and annually we celebrate the “World Environment Day”

Material Changes and Commitments

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

Extract of The Annual report

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure-4 to this Annual Report.

Environment protection

The Company has undertaken various environment friendly measures in its different Units for promoting a better environment. The Company has in place adequate pollution control equipment and all the equipment is in operation.

Safety & Wellbeing of Woman at Work place

Bodal Chemicals Ltd. has taken various initiatives to ensure a safe and healthy workplace for its women employees. The Company has zero tolerance of sexual harassment at the work place and is fully compliant with the prevailing laws on the prevention of sexual harassment of women at the 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:

Sr. No.

Complaints Under sexual Harassment (From 01-04-2016 To 31-03-2017)

Status

1

Number of Complaints/Cases pending as at the beginning of FY 2016-17 i.e.01-04-2016

NIL

2

Number of Complaints/ Cases filed during the year (from 01-04-2016 to 31-03-2017)

NIL

3

Number of Complaints/ Cases as at the end of

FY 2016-17 i.e.31-03-2017

NIL

Vigil Mechanism and Whistleblower policy

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 Ltd. 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 www.bodal.com

Annual accounts of subsidiary & associate Companies

The Accounts of the Subsidiary & Associate Companies for the financial year ended on 31st March, 2017 will be made available to any shareholder of the Company on request and will also be available for inspection at the registered office of the Company during working hours till the date of the Annual General Meeting. The salient features of the Financial Statements the Subsidiary and Associate companies are given in Annexure 1 of this Report.

Conservation of energy, research & development (R&D), Technology absorption & Foreign Exchange Earnings & outgo

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 Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure-6 to this Report.

Risk Management & Internal Control

The Company has 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 framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the Management Discussion and Analysis Report forming part of the Directors’ Report.

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 results in a 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.

Particulars of Loans, Guarantees and Investments

During the year, the Company had not provided any corporate guarantee on behalf of others.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Corporate social Responsibility

As part of its Initiative under “Corporate Social Responsibility”, the Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities of education, health, safety, water, sanitation, sports, rural development and environment aspects.

Further, in compliance with Section 135 of 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 CSR Committee and annual report on CSR Activities is set out as Annexure 5 and forms part of this Report.

Related Party transactions

All the related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with 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 Related Party Transaction policy is placed on the Company’s website- www.bodal.com.

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Companies Act, 2013, are disclosed in Form AOC-2 as Annexure-7

Insurance

The Company’s assets are adequately insured.

Directors’ responsibility statement

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 on 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended on 31st March, 2017 on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and.

(f) the Directors have devised proper systems to ensure compliance with provisions of all the applicable laws and that such systems were adequate and operating effectively

Acknowledgement

The Board of Directors would like to place on record their sincere appreciation to Central & State Governments, regulatory authorities such as SEBI, Stock Exchanges and Registrar, 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 thank all our valuable customers and vendors for their partnership with us. Your Directors also acknowledge all the employees for their dedicated service.

For and on behalf of the Board

suresh J. Patel

Date: 24th August, 2017 Chairman & Managing Director

Place: Ahmedabad (DIN: 00007400)

Source : Dion Global Solutions Limited
Quick Links for bodalchemicals
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.