Bhageria Industries Ltd Directors Report.

To

The Shareholders

Your Directors have great pleasure in presenting the 30th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2019.

1. Financial Highlights:

2. Operational Review:

During the year under review, the Company has achieved a revenue of र 467.70 Crores as against र 384.85 Crores in the previous financial year. The Profit after tax for the financial year 2018-19 was र 71.51 Crores as compared to previous year of र 40.34 Crores due to better realisations and sales volumes.

Dyes and Dye intermediates & Chemical Business

The turnover of the company from chemical business amounted to र 429.28 Crores as against र 348.82 Crores for the previous year. The EBIT from this segment has shown an improvement at र 102.81 Crores as against र 62.73 Crores in the previous year.

Solar Power Business

The turnover of the company from solar power operations has gone up to र 33.13 Crores as against र 24.49 Crores for the previous year. The EBIT from this segment has shown an improvement at र 12.08 Crores as against र 2.00 Crores in the previous year.

3. Dividend:

During the year under review, the Board of Directors in its meeting held on January 21, 2019 had approved payment of Interim Dividend of र 3.75/- per Equity Share (@ 75 %) on 2,18,22,090 Equity Shares of the Company of face value of र 5/- each fully paid-up aggregating to र 8.18 Crores in addition to र 1.68 Crores as Dividend Distribution Tax.

Your Directors have pleasure in recommending, for approval of the Members, at its 30th Annual General Meeting, a Dividend of र 2.25/- per share of र 5 each i.e 45 % on Present Equity Share Capital i.e. र 10,91,10,450/-, this implies 22.5 % (i.e, र 1.125/- per share of र 5/- each) on Post-Bonus paid-up equity share capital of र 21,82,20,900/- arising after 1:1 bonus issue for the year ended March 31, 2019. If approved at the forthcoming Annual General Meeting, it will result in an outflow of र 4.91 Crores to the Members of the Company, in addition to र 1.01 Crores as dividend distribution tax.

The Company has not transferred any amount to General Reserve during the financial year.

Authorised Share Capital

The Authorised Capital of the Company as at March 31, 2019 was र 14,00,00,000/- (Rupees Fourteen Crores only) divided into 2,80,00,000 (Two Crores Eighty Lakhs) equity shares of र 5/- each.

Issued and paid up Share Capital

The Paid -up Equity Share Capital as at March 31, 2019 was र 10,91,10,450 /- (Ten Crore Ninety-One Lakh Ten Thousand Four Hundred and Fifty) divided into 2,18,22,090 (Two Crore Eighteen Lakh Twenty-Two Thousand & Ninety) Equity Shares, having face value of र 5/- each fully paid up. During the year under review, the Company has allotted 59,42,530 equity shares to the shareholders of Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation.

During the year under review, the Company has not issued any convertible securities with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2019, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

5. Subsidiaries & Associate Companies:

The Company does not have any subsidiary or associate companies.

Appointment/Re-appointments:

In accordance with the provisions of Section 152 of the Companies Act 2013 (‘Act) and the Articles of Association of the Company, Mrs. Chandraprabha Bhageria, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

The Board of Directors on the recommendation of Nomination and Remuneration Committee has approved the re-appointment of Mrs. Chandraprabha Bhageria as a Whole-time Director for a period of 3 years with effect from November 01, 2019. Her appointment is subject to approval of members of the Company at the forthcoming Annual General Meeting.

Based on evaluations and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Mr. Shashikant Parmanand Tulsian as an Independent Director for a second term of five consecutive years with effect from April 1, 2020 to March 31, 2025, for the approval of Members.

Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Mukund Manohar Chitale as an Additional Director (independent capacity) with effect from March 25, 2019. In terms of Section 161 of the Act, Mr. Mukund Manohar Chitale holds office up to the date of ensuing Annual General Meeting. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Mukund Manohar Chitale as an Independent Director, for the approval by the members of the Company for a term of five consecutive years commencing from March 25, 2019 to March 24, 2024.

Brief profile of Mrs. Chandraprabha Bhageria, Mr. Shashikant Parmanand Tulsian and Mr. Mukund Manohar Chitale has been given in the Notice convening the Annual General Meeting.

Resignation:

During the year under review, Dr. Shyam Chandrabhan Agrawal has resigned from the post of Independent Director of the Company with effect from March 22, 2019 due to his pre-occupation and personal reasons. The Board places on record its deep appreciation for the services rendered by Dr. Shyam Chandrabhan Agrawal during his tenure as Director and Member of various committees of the Board of Directors of the Company.

7. Declaration by Independent Directors:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations.

8. Directors Responsibility Statement:

Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that 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 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.

9. Key Managerial Personnel:

10. Annual Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance etc. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on January 21, 2019.

Similarly, the performance of various committees, individual Independent and Non-Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders etc.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

11. Number of Meetings of the Board of Directors:

The Board met 6 (Six) times during the financial year 2018-19. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

12. Audit Committee:

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report.

13. Policy on Directors Appointment and Remuneration and Other Details:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on www.bhageriagroup.com.

14. Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company at www.bhageriagroup.com.

15. Public Deposits:

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. Particulars of Loans, Guarantees or Investments:

During the year, there is no loan given or guarantee given or security provided by the Company covered under Section 186 of Companies Act, 2013.

Details of investments are given in the notes to the financial statements.

17. Corporate Social Responsibility Initiatives:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure ‘A of this report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on www.bhageriagroup.com.

18. Material Changes and Commitments affecting Financial Position between the end of the financial year and date of report:

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

19. Significant and Material orders passed by the Regulators or Courts:

During the year under review, The Honble National Company Law Tribunal, Mumbai Bench approved the Scheme of Arrangement in the nature of Amalgamation between the Company and Nipur Chemicals Limited vide its Order dated April 5, 2018.

20. Extract of Annual Return:

An extract of the Annual Return as of March 31, 2019 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 forming part of the report is annexed as Annexure ‘B and placed on the website of the Company as per provisions of Section 134(3)(a) available at www.bhageriagroup.com

21. Investor Education & Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of र 2,23,906/- in respect of financial year 2010-11. Further, 21,200 Equity shares were transferred as per the requirements of IEPF rules. The details are available on our website www.bhageriagroup.com.

22. Related Party Transactions:

Your Company has formulated a policy on related party transactions which is also available on Companys website www.bhageriagroup. com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on an arms length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC 2. Members may refer to note no. 47 of the financial statements which sets out related party disclosures pursuant to INDAS-24.

23. Code of Conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and integrity. The Code in accordance with the requirements of SEBI (LODR) Regulations, 2015 has been posted on the Companys website www.bhageriagroup.com.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

24. Statutory Auditors:

M/s. MRB & Associates, Chartered Accountants, (Firm Registration No.136306W), were appointed as the Statutory Auditors of the Company at the 28th AGM held on December 02, 2017 and will hold office until the conclusion of the 33rd AGM to be held in 2022. Their appointment was subject to ratification by the Members at every subsequent AGM. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Report given by M/s. MRB & Associates, Chartered Accountants, on the financial statements of the Company for the financial year 2018-2019 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

25. Reporting of Frauds

During the year under review, the Statutory Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

26. Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been complying with the provisions of audit of cost records of the Company every year. The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s Poddar & Co, Cost Accountants as the Cost Auditors to audit the accounts of the Company for the Financial Year 2019-20 at a remuneration of 90,000/- plus GST as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking members approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

27. Internal Audit:

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co, Chartered Accountants, having Registration No.131308W as Internal Auditors of the Company.

28. Secretarial Audit:

The Secretarial Audit was carried out by M/s. GMJ & Associates, a firm of Company Secretaries in Practice for the Financial Year 2018-2019. The Report given by the Secretarial Auditors is annexed as Annexure ‘C and forms an integral part of this Boards Report.

There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2020. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

29. Internal Control Systems and their adequacy:

The details in respect of internal control system and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

30. Corporate Governance and Management Discussion & Analysis Reports:

The Company adheres to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

31. Risk Management:

The Company has a risk management framework to identify, evaluate various elements of risk and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the companys competitive advantages. Further details are set out in the Management Discussion and Analysis Report forming integral part of this report.

32. Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ‘D to this Report.

33. Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company afirms that during the year under review, the company has complied with the provisions relating to Internal Complaints Committee and no complaints were received by the Committee for redressal.

34. Environment and Safety:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

35. Particulars of Employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘E & ‘F to this Report.

36. Afirmation on Compliance of Secretarial Standards:

The Board of Directors of the Company has afirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.

37. Listing:

The Companys Shares are listed on BSE Limited and National Stock Exchange of India Limited, Mumbai.

38. Appreciation:

Your Directors would like to express their sincere appreciation to the companys Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.