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BDH Industries Ltd Directors Report

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Dec 2, 2024|03:40:00 PM

BDH Industries Ltd Share Price directors Report

To,

The Members,

BDH Industries Limited

Your Directors have pleasure in presenting 34th Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2024.

FINANCIAL RESULTS :

The financial performance of the Company is summarized below:-

( Rs in Lakhs )

Particulars 2023-24 2022-23
Sales (Net) 8583.10 7445.71
Other Income 158.07 84.10
Total Income 8741.17 7529.81
Profit before Interest & Depreciation 1400.79 1179.41
Less : Interest 18.13 15.79
Depreciation 57.49 56.85
Profit before Tax 1325.17 1106.77
Less : Provision for Taxation 294.49 286.98
Deferred Taxation 43.90 (0.69)
Net Profit After Tax 986.78 820.48

The standalone financial statements are prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under section 133 of the Companies Act , 2013 (the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company discloses the standalone financial results on quarterly basis which are subjected to limited review and publishes standalone audited financial results annually.

REVIEW OF OPERATIONS :

During the year 2023-24 Company achieved Sales (Net) of Rs. 8583.10 Lakhs as compared to Rs. 7445.71 Lakhs in the previous year registering growth of 15%. The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 1179.41 lakhs in previous year to Rs.1400.79 lakhs in 2023-24. The Net Profit after Tax of stood at Rs. 986.78 lakhs during the year higher by 20% over previous year. An amount of Rs. 148.02 Lakhs is transferred to General Reserve from the net profit of the financial year 2023-24.

DIVIDEND:

Your Directors are pleased to recommended dividend of Rs.4.50 per equity share of face value Rs. 10/- each (an increase of 12.5% over dividend for previous year of Rs. 4/- per share) for the financial year ended on 31st March, 2024. The said dividend on equity shares is subject to the approval of the shareholders at the 34th Annual General Meeting. The total cash outflow on account of dividend payment will be Rs. 259.07 lakhs.

MATERIAL CHANGES & COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year to which financial statements in this report relate and the date of the report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company operates in manufacturing of pharmaceutical formulations. Also commenced operations in renewable energy, by way of two wind turbines having capacity of 0.8 MW each located at Jaisalmer, Rajasthan commissioned from 23rd February 2024 and became revenue generating from 23rd March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year under review, the Board of Directors comprised of six members. Ms. Jayashree Nair is the Chairperson and Managing Director of the Company. Mr. S. C. Kachhara is the Joint Managing Director and Chief Financial Officer of the Company. The three Independent Directors on the Board of the Company, Dr. Dinesh Variar, Mr. Bhagirath Singh and Mr. Kairav Trivedi have completed tenure on 31st March 2024. The Board placed on record its appreciation for the valuable contribution rendered by them. The one Non-Executive Director - Ms. Karthika Nair, who retires by rotation at the forthcoming Annual General Meeting, being eligible and offers herself for re-appointment. Accordingly, the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Joint Managing Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary of the Company are the Key Managerial Personnel of the Company. During the year four Board meetings were held, the details of which are given in the Corporate Governance Report.

Appointment of new Independent Directors - The Board at its meeting held on 13th February 2024 based on recommendation of Nomination and Remuneration Committee approved the appointment of three Independent Directors - Mr. Prabhakar Dalal (DIN - 00544948), Dr. Mitul Patel (DIN - 10413137) and Mr. Suresh Chandra Kookada (DIN - 01738594) as Independent Directors of the Company for a term of five consecutive years with effect from 1st April 2024 till 31st March 2029. The said appointments were duly approved by shareholders of the Company through Postal Ballot on 15th March 2024. The Independent Directors possess the required skillset, competences and expertise in the fields of general economics, corporate governance, business management & strategy, pharmaceuticals, science & technology, finance, accounts & taxation, risk management, corporate laws, manufacturing, sales & marketing etc.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company - Dr. Dinesh Variar, Mr. Bhagirath Singh and Mr. Kairav Trivedi have been Independent Directors of the Company who completed their tenure on 31st March 2024. They submitted declaration complying with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 for the financial year ended 31st March 2024. Their names are registered in the Independent Directors database. Based on the disclosures provided by them for the year ended on 31st March 2024 , none of them are disqualified from being appointed as Director under section 164 of the Act and they are independent from the Management.

The Independent Directors of the Company appointed with effect from 1st April 2024 - Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra Kookada meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 (the Act) and comply with the code for independent directors prescribed under schedule IV of the Act. They have registered themselves in the Independent Directors database. They are not disqualified from being appointed as Director as per disclosure submitted by them under section 164 of the Act and they are independent from the Management. None of the Independent Directors are related to each other or to the non-independent directors of the Company.

CONFIRMATION ON INDEPENDENCE OF INDEPENDENT DIRECTORS:

The Board of Directors confirms that the independent directors of the Company fulfill the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and are independent of the management of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that :-

(a) In the preparation of the annual accounts, the applicable accounting standards have 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 as at 31st March 2024 and of the Profit of the Company for the year ended 31st March 2024.

(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 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.

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

CORPORATE GOVERNANCE:

The Board of Directors reaffirm their continued commitment to good Corporate Governance. A report on Corporate Governance for the year under review is provided together with a certificate from Statutory Auditor of the Company regarding compliance of corporate governance norms under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A declaration from CEO and CFO of the Company under regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also annexed and forms part of this report.

LISTING WITH STOCK EXCHANGE:

The equity shares of the Company continue to be listed on BSE Limited. The annual listing fee for year 2024-2025 has been paid by the Company to BSE Limited.

NOMINATION AND REMUNERATION POLICY :

Companys ‘Policy for determining qualifications of directors sets out guiding principles for selection of persons who are qualified to become Directors / Independent Directors. The ‘Policy for remuneration of Directors and Employees sets out guidelines to ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key managerial personnel (KMP) and Senior Management employees. The same are briefly mentioned in the Corporate Governance Report and also hosted on the Companys website at www.bdhind.com.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to identify internal & external risks, monitor implementation of procedures to minimize impact / mitigation of the risks and a periodically review / evaluate to ensure that risk control is exercised effectively.

RELATED PARTY TRANSACTIONS AND POLICY :

All related party transactions entered during the year under review were on arms length basis and in ordinary course of business in accordance with the companys policy on related party transactions and approval granted by the Audit Committee. The Company has not entered into any materially significant related party transactions during the year that have potential conflict with the interests of the Company. Members may refer notes to the financial statement which sets out disclosure of related party transactions pursuant to IND-AS and Form AOC-2 as per Section 134(3)(h) of the Companies Act 2013 and Companies (Accounts) Rules, 2014 at Annexure V of this report. The Policy on Related Party Transactions is available on the website of the Company www.bdhind.com.

VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy as a part of the Vigil Mechanism to provide appropriate avenues to Directors and employees to report to the Audit Committee their genuine concern about any unethical behavior and irregularities, if noticed by them in the Company that may affect the business or reputation of the Company. The Whistle Blower Policy is hosted on website of the Company www.bdhind.com. During the year, no such instances were reported by Directors or employees.

FORMAL ANNUAL EVALUATION:

The performance evaluation of the Board, its Committees and individual directors was carried out in terms of requirement under the Schedule IV of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further the Independent Directors at their separate meeting held on 13th February 2024 evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of the Chairperson of the Company, taking into account the views of the Joint Managing Director. The performance of the Board and its Committees was evaluated by the Board on basis of criteria such as composition, structure, effectiveness of processes, information and functioning etc. The Board of Directors assessed the performance of individual directors on basis of criteria such as contribution to the board and committee meetings like preparedness on issues, constructive contribution and inputs in the meeting, impact on key management decisions, integrity, focus on shareholder value creation etc.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls commensurate with its size and nature of operations designed to provide reliable financial and operational information for improving decision making and ensuring compliance with applicable statutes. During the year, these controls were reviewed and no instances of material nature were reported.

FIXED DEPOSIT :

The Company has not invited / accepted any deposits during the year under review as envisaged under sections 73, 74 and 76 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any loans to any third party as envisaged under section 186 of the Companies Act 2013. The Company has not given any guarantee other than bank guarantee in the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus in deposits with Banks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there have been no significant and material orders passed by any regulators / courts / tribunals that could impact the going concern status and the Companys operations in future.

CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part of the Annual Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATIONS :

The Company has maintained cordial and harmonious relations with all its employees.

RESEARCH & DEVELOPMENT CENTRE :

R&D Centre of the Company is registered with Department of Science and Industrial Research (DSIR), Ministry of Science & Technology, Government of India and approved under section 35 (2AB) of the Income Tax Act 1961. The Company is committed to invest in R&D for long-term sustainablility and consistent growth with focus on development of complex and novel drug delivery systems, new dosage forms, improvement in processes and yield, cost reduction etc.

ENVIRONMENT, HEALTH & SAFETY :

The Company is committed to environment protection and industrial safety. Our manufacturing facility has been accredited with WHO-GMP Certificate, ISO 9001:2015 certification from SGS United Kingdom Limited and complies with applicable environment regulations of Maharashtra Pollution Control Board. Our manufacturing facilitiy has adequate first aid points, fire fighting systems (fire extinguishers, fire alarms, smoke detectors etc.), SOPs in case of emergencies, CCTV camera surveillance systems, safety precautions & signages in text and pictures ensuring safety of employees. The Company conducts annual health check-up program and there is a group mediclaim policy for well being of employees. The Company also conducts periodically first aid and fire safety sessions for employees.

PROJECTS:

a) The Company has two wind turbines of capacity 1.6 MW ( 0.8 MW each ) at Jaisalmer in Rajasthan which commissioned commercial operations from 23rd March 2024 and the electricity generated by them is sold on Indian Energy Exchange (IEX).

b) The Company has a warehouse at MIDC Kudal and applications are invited to lease the warehouse.

Further there are cashew, mango and coconut plantations adjacent to the warehouse.

CORPORATE SOCIAL RESPONSIBILITY :

The Company stands committed to good corporate citizenship. Our responsilibilty extends beyond our business operations to positively impact the communities and overall well being of society. Our CSR initiatives focus on promoting education to special children, skill development, livelihood enhancement, research and development and women empowerment. The CSR activities were carried out through eligible charitable trusts and directly by the Company. The CSR Policy of the Company is hosted on website of the Company www.bdhind.com and the CSR activities undertaken during the year are enclosed as Annexure I of this report.

ANNUAL RETURN :

The Annual Return of the Company as on 31st March 2024 is placed on its website at https://bdhind.com/investors/ documents/Form_MGT_7%202023-24.pdf

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to sections 124 and 125 of the Companies Act 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended, dividends if not claimed for a consecutive period of 7 years from the date of transfer to unpaid dividend account of the Company are liable to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. Further the equity shares in respect of such dividend which have not been claimed for a period of 7 consecutive years are also liable to be transferred to the demat account of the IEPF Authority. The Company proactively sends reminder letters to the shareholders at their registered address whose shares are due for transfer to IEPF and publishes Notice in newspapers informing shareholders to claim their dividends prior to transfer of shares to IEPF. Notice is also uploaded on BSE website and a detailed list of unclaimed dividend is uploaded on the Companys website www.bdhind.com. Shareholders who have not yet claimed their dividends are requested to correspond with Companys RTA - Link Intime India Private Limited at earliest to claim the same by complying with necessary requirements to avoid transfer of dividend and underlying shares to IEPF.

The unclaimed dividend & shares transferred to IEPF during the year 2023-24 are as follows:

Financial Year Amount of unclaimed dividend transferred Number of shares transferred
2015-16 Rs. 9,97,988 5721

Members may note that the shares and unclaimed dividend transferred to IEPF Authority can be claimed by filing online application in form no. IEPF 5 available on www.iepf.gov.in and submitting duly signed physical copy of form no. IEPF 5 alongwith requisite documents as mentioned in form no. 5 in original to Ms. Nikita Phatak, Nodal Officer of the Company at its registered office. Members are requested to refer and comply with the prescribed procedure for claiming back the dividend and shares from IEPF Authority available on www.iepf.gov.in The unpaid/unclaimed dividend for the FY 2016-17 onwards will be transferred to IEPF as given below:-

Financial Year Date of Declaration Due date for transfer to IEPF
2016-17 27/09/2017 02/11/2024
2017-18 25/09/2018 31/10/2025
2018-19 18/09/2019 24/10/2026
2019-20 27/08/2020 30/09/2027
2020-21 25/08/2021 30/09/2028
2021-22 24/08/2022 29/09/2029
2022-23 09/08/2023 14/09/2030

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed review of the industry structure, companys performance and future outlook is given in the Management Discussion and Analysis which forms part of this Annual Report.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR :

M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are the Statutory Auditors of the Company for a period of 5 years till the conclusion of the Companys 37th Annual General Meeting. The Auditors Report on the financial statements for the year ended 31st March 2024 read with the notes to accounts are selfexplanatory which forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s JHR & Associates, Practicing Company Secretaries were appointed to conduct secretarial audit of the Company for year ended on 31st March 2024. The Secretarial Audit Report is annexed as Annexure II to this Report is self explanatory and there are no qualifications, reservations or adverse remarks in their report. During the year, the Company has complied with the secretarial standards issued by Institute of Company Secretaries of India.

COST AUDITOR:

Pursuant to the provisions of section 148 of the Companies Act 2013 and Companies (Audit and Auditors) Rules 2014, M/s. Krishna & Associates, Cost Accountants (Firm Registration No. 100939) were appointed as cost auditors to conduct the audit of the cost records of the Company for the financial year 2022-23 and the Cost Audit Report in form MR 3 for financial year 2022-23 was filed with Ministry of Corporate Affairs within prescribed time. The Board appointed M/s. Krishna & Associates, Cost Accountants to audit the cost records of the Company for financial year 2024-25 and the remuneration payable to the cost auditor is subject to ratification by the members at the 34th Annual General Meeting.

RATIO OF REMUNERATION:

As required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required details for FY 2023-24 are given below :

Name of Director / Key Managerial Personnel and Designation Ratio to Median Remuneration % increase in remuneration / (decrease) in remuneration
Ms. Jayashree Nair, Managing Director 36 : 1 2.73%
Mr. S. C. Kachhara, Joint Managing Director 36 : 1 2.73%
Ms. Karthika Nair, Non-Executive Director 0.22 : 1 -
Dr. Dinesh Variar, Independent Director 0.38 : 1 -
Mr. Bhagirath Singh, Independent Director 0.41 : 1 -
Mr. Kairav Trivedi, Independent Director 0.41 : 1 -
Ms. Nikita Phatak, Company Secretary 4.78 : 1 7.75%

a. The percentage increase in median remuneration of employees in the financial year is 14%

b. There are 117 employees on the rolls of the Company.

c. The average percentile increase in salaries of employees other than managerial personnel is 9.62% and whereas percentile increase in managerial remuneration 2.73%

d. We affirm that the remuneration paid is as per Remuneration Policy of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

The Company has an internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 for prevention and redressal of complaints of sexual harassment at workplace. During the year ended 31st March 2024 , no complaint of sexual harassment was received by the Company.

APPRECIATION :

Your Directors thank statutory authorities, banks, suppliers and customers for their co-operation. The Directors express their sincere appreciation to the continued support of the employees and finally thank the shareholders for the faith they reposed in the Company.

FOR AND ON BEHALF OF THE BOARD
Jayashree Nair
Mumbai, 18th May 2024 Chairperson & Managing Director
Registered Office : Nair Baug, Akurli Road, Kandivli (East), Mumbai 400101
Tel. No. :022-61551234 Email - investors@bdhind.com
Website :www.bdhind.com CIN L24100MH1990PLC059299

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