Bodal Chemicals Ltd Directors Report.
The Members of,
Bodal Chemicals Limited.
Your Directors have pleasure in presenting the "33rd ANNUAL REPORT" on the business and operations of the Company along with the Audited financial statement for the Financial Year ended 31st March 2019.
Financial Results of the Companyforthe year under review along with figures of the previous year are as follows:
|(र in Millions)|
|Year Ended 31st March||2019||2018||Growth %||2019||2018||Growth %|
|Earnings before Interest, Depreciation and Tax (EBIDTA)||2,477||2,085||18.80||2,495||2,039||22.36|
|Total comprehensive income||1,436||1,268||13.25||1,409||1,212||16.25|
|Earnings Per Share (EPS) (Basic)||11.78||11.11||6.03||11.56||10.62||8.85|
Note: previousyearsfigures have been re-casted where evernecessary.
The Financial Year under Review 2018-19
The Financial Year 2018-19 is a year where your company has sustained well and as a group, during the Financial Year 2018-19, has performed well. During the year under review, group has achieved Total Revenue of र14,369 Million and has achieved growth of 22.23% compared to previous year Revenue of र11,756 Million. During the year under review EBIDTA and Profit after Tax of the Group were up by 22.36% and 15.91% respectively compared to previous year.
Though the challenges related to the reductions of prices of finished goods and increased cost of the raw materials, transportation cost etc. your company has been able to sustain the growth and that have been reflected in the top line and bottom line for current financial year and your company has achieved productivity gains, volume growth and sustained margins.
Bodal Chemicals Limited (BCL)
Bodal Chemicals Limited is the most integrated Dyestuffs Company in India and also the biggest manufacturer of Dye Intermediates in India. The Companys product range covers Dyestuffs, Dye Intermediates and Basic Chemicals broadly classified under Specialty Chemicals. It has a unigue and integrated product line covering forward and backward integration to dye intermediates. It contributes about 20% of Indias capacity and about 5% of the worlds capacity for
Dye Intermediates. Out of the total production, about 44% is exported to over 45 countries across the world.
The Company is listed on BSE Ltd. (Bombay Stock Exchange) and National Stock Exchange of India Ltd. (NSE).
The broad areas of operations of the Company are as under:
Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal Chemicals has capacity of manufacturing more than 175 variants of Dyestuff which are principally used as raw materials in Textiles, Leather, Paper & other Dyestuff consuming industries
Bodal is the largest manufacturer of Dye Intermediates in India and among the leading manufacturers of Dye Intermediates in the world. Bodal Chemicals has capacity of manufacturing up to 25 Dyes Intermediates products. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.
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 AND JOINT VENTURES:
During the period under review, Bodal Chemicals is having Four Subsidiaries, namely, 1) S P S Processors Pvt. Ltd., 2) Trion Chemicals Pvt. Ltd, 3) Bodal Chemicals Trading Pvt Ltd and 4) Bodal Chemicals trading Shijiazhuang Ltd (China), and pursuant to section 129(3) of the Companies Act, 2013 and Indian Accounting Standards-110 ("IND AS 110") issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries and form part of this Annual Report. A Statement containing the salient features of the financial statement of the Companys Subsidiaries, Associate(s) 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 Subsidiaries Companies on the website of the Company- www.bodal. com
S P S PROCESSORS PVT. LTD. (SPS)
S P S Processors Pvt. Ltd. is a company engaged in manufacturing of dye intermediates.
Your Company is holding 70% eguity stake in S P S Processors Pvt. Ltd, a subsidiary company of Bodal Chemicals Ltd.
SPS 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 three 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 is building a 6000 TPA Vinyl Sulphone plant. It is expected to start and stabilize production during 2019-20.
This investment will help the Company increase its manufacturing capacity of Dye Intermediates and consolidate its position in the local and global markets of Dye Intermediates and Dyestuff.
TRION CHEMICALS PVT. LTD. (TCPL)
During the current financial 2018-2019, your Company has made further investment in TCPL of र29.86 Million during the month of June 2018 and after the said acguisition the stake of Bodal Chemicals Ltd in TCPL is 59% and TCPL has become a subsidiary company of Bodal Chemicals Ltd.
TCPL had commissioned a plant to manufacture Trichloroisocyanuric Acid (TCCA), falling under specialty Chemicals, 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, falling under specialty Chemicals, business plan is focused on the US market. Company is targeting mainly USA market. It has already secured EPA licence in USA for environment protection.
BODAL CHEMICALS TRADING PVT LTD
Bodal Chemicals Trading Pvt Ltd, a Wholly Owned Subsidiary Company was incorporated in India on 07th December 2018. It was incorporated with object of trading in chemical products. The Company has Commenced commercial operations. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Reguirements) Regulations, 2015.
BODAL CHEMICALS TRADING SHIJIAZHUANG LTD (CHINA)
Bodal Chemicals trading Shijiazhuang Ltd, a Foreign Wholly Owned Subsidiary of the Company incorporated in China in 2018-19, for trading activities in Chemicals Product.
Apart from the trading activity within china, this company will become an important arm for bodal chemicals Ltd to distribute its final product i.e. dyestuffs in domestic market of China. This will also help sourcing of some raw materials from China to India. The Company has started commercial operations. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Reguirements) Regulations, 2015.
CAPITAL STRUCTURE & LIQUIDITY
Authorised Share Capital
During the year under review, Authorised Share Capital of the Bodal Chemicals Ltd. is र52,00,00,000/- (Rupees Fifty Two Crores Only) divided into 13,50,00,000 (Thirteen Crores Fifty Lacs only) Equity Shares of र2/- (Rupees Two) each and 2,50,00,000 (Two Crores Fifty Lacs only) Preference Shares of र10/- (Rupees Ten) each.
Further, after end of financial year 2018-19, your company has reclassified its Authrorised Share capital from above mentioned authorised capital to र52,00,00,000/- (Rupees Fifty Two Crores Only) divided into 16,00,00,000 (Sixteen Crores only) Equity Shares of र2/- (Rupees Two) each and 2,00,00,000 (Two Crores only) Preference Shares of र10/- (Rupees Ten) each.
Issued and paid up Share Capital
The Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31st March 2019 was र244.38 Million divided into 12,21,88,765 Equity Shares, having face value of2 each.
Further, In Month of May-2019, your company has allotted 1,41,400 equity shares to the employees against the option granted under Employee Stock Option Scheme i.e. ESOP - 2017 and after that paid up share capital was stood at र244.66 Million divided into 12,23,30,165 Equity Shares, having face value of र2 each.
Employees Stock Option (ESOP/ESOS)
Member of the company had approved Employee stock option plan i.e. Bodal Chemical- ESOP 2017, in the Annual General Meeting held on 23-09-2017. Further, your company has granted 1,46,200 Number of options to the various employees of the company under the scheme. Details and summary of Employee Stock Options granted/vested/ exercised during the year 2018-19 are given in "Annexure 2" to this report.
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 2019, the Total Debt was र1,361.67 Million, cash and Cash Equivalents were र66.46 Million resulting in Net Debt of र1,295.22 Million (र1,470.39 Million as on 31st March 2018) Total Debt consisted of र1,353.90 Million of working capital loans and र7.77 Million of long-term loans, including long term loans maturing within 12 months of the balance sheet date.
The credit rating for the Company for last two years are as below: -
Ratings for 2017-18
Ratings for 2018-19
|Type of Credit Rating||India Ratings||CARE Rating||India Ratings||CRISIL Rating|
|Long Term Bank Facilities||IND A+||CARE A||IND A+||CRISIL A+|
|Short Term Bank Facilities||IND A+||CARE A1||IND A1+||CRISIL A1+|
During the 2018-19, the Company recommended Dividend of र0.80 per share (or 40% of face value र2), which will absorb र117.84 Million, including dividend distribution tax of र 20.09 Million. Dividend will be paid on or after 20th September 2019.
During the 2017-18, the Company declared and paid Dividend of र 0.80 (or 40% of face value र 2) per share which had absorbed र 117.65 Million, including dividend distribution tax of र 19.90 Million.
TRANSFER OF UNCLAIMED SHARES & DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
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.
Further, In pursuance of Regulation 39 read with Schedule VI of the Listing Regulations in FY 2019, the Company has transferred 75281 unclaimed shares belonging to 356 shareholders/ records, to the Unclaimed Suspense Account opened by IEPF Authority with CDSL System with depository Participant SBI CAP Securities Ltd., for the purpose after following due process. Details of shares transferred to the suspense account, claimed during the year and balance as on 31st March2019, are given below:
|Sr. No||Particulars||Shareholders/ No of Records||No. of shares|
|1||Outstanding shares at the beginning of the year||3,314||6,12,835|
|2||Shareholders approached the Company for transfer||1||1000|
|3||Shareholders whose shares were transferred from suspense account||356||75,281|
|4||Outstanding shares at the end of the year||3,670||6,88,116|
Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
Furthermore, Shareholders may claim back the shares credited along with the unclaimed dividend amount from IEPF Authority after following the procedures prescribed under IEPF Rules. The procedures for claiming the same is available at www.mca.gov.in and www.iepf.gov.in.
During the year under review, your company had successfully completed upgraded/ expansion of following manufacturing facilities and, during the month of March 2019, commercial production has also been started at the Unit VII situated at Vilage Dudhwada, Padara, Vadodara. Furthermore, capacity utilisation will gradually increase in the current financial year 2019-20. The details of the plants are mentioned as below;
1. Your Company has completed Expansion of Dyestuff plant by 6,000 Metric Tons Per Annum (MTPA). After the said Expansion, the total capacity of Dyestuff plants of the Company stands at 35,000 MTPA, excluding Liquid Dyestuff.
2. Your Company has completed facility for production of Thionyl Chloride (TC) Plant for 36000 Metric Tons Per Annum (MTPA).
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 2018-19 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 122330165 Equity Shares of र 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 2019-20 to both the Exchanges where the Companys eguity shares are listed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors Appointment, Retirement and Resignation Bodal Chemicals has 7 (Seven) Directors including 3 (Three) Executives Director and 4(Four) Independent Directors including women a Director.
APPOINTMENT OF DIRECTORS
On the recommendation of the Nomination and Remuneration Committee, Dr. Parin D Shah (having DIN: 08313035) was appointed as an Additional Director of the Company with effect from 29th December 2018. Further note that Dr. Parin D. Shah has resigned from post of Additional Director of the Company w.e.f. 05th July 2019.
On the recommendation of the Nomination and Remuneration Committee, Mr. Ram Prasad Srivastava (having DIN: 02227457) was appointed as an Additional Director of the Company with effect from 13th August 2019. In accordance with Section 161 of the Companies Act, 2013, Mr. Ram Prasad Srivastava will hold office upto the date of the ensuing 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 August 2019. Your approval for his appointment as Independent Director has been sought in the Notice convening the ensuing AGM of the Company.
On the recommendation of the Nomination and Remuneration Committee, Board has re-appointed Mr. Ankit S Patel (DIN: 02173231) as Executive Director for a period of 5 (Five) years with effect from 23rd May 2019. His appointment is subject to approval of Members of the Company and your approval has been sought for the same in the Notice convening the forthcoming AGM of the Company.
On the recommendation of the Nomination and Remuneration Committee, Board has appointed Mr. Kishorkumar Radadia (DIN: 08532580) as Director - HSE for a period of 5 (Five) years with effect from 01st September 2019. His appointments is subject to approval of Members of the Company and your approval has been sought for the same in the Notice convening the forthcoming AGM of the Company.
Mr. Bhavin S. Patel, Executive Director, retires by rotation at the ensuring Annual General Meeting. He, being eligible, offers himself for re-appointment. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013. Details of all the Directors have been covered in the Corporate Governance Report which forms a part of the Annual Report.
For the perusal of Shareholders, a brief resume of 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.
RESIGNATION OF DIRECTOR
Mr. Bipin R Patel, (having DIN: 01186974) Director accustomed to act as an Independent Director, resigned from the post of Director (Independent) of the Company with effect from 25th October 2018 and the Board of Directors took note of the same at the Board Meeting held on 25th October 2018. The Board of Directors places on record their deep appreciation of the valuable guidance and immense contribution made by Mr. Bipin R Patel during his tenure as Independent Director of the Company.
Further, Mr. Bipin R Patel, (DIN: 01186974) Independent Director resigned as Independent Director and member/ chairman from all committees due to his pre-occupancy, age and willing to devote more time to Social work. Further, Mr. Bipin R Patel has provided confirmation that there are no such material reasons other than those provided in his resignation letter.
Dr. Parin D. Shah. (having DIN: 08313035), Additional Director accustomed to act as Independent Director of the Company, resigned from the post of Director (Independent) of the Company with effect from 05th July 2019 and the Board of Directors took note of the same at the Board Meeting held on 12th July 2019. The Board of Directors places on record their deep appreciation of the valuable guidance and immense contribution made by Dr. Parin D. Shah during his tenure as Independent Director of the Company.
Further, Dr. Parin D. Shah. (DIN: 08313035), Independent Director resigned as Independent Director and member/ chairman from all committees due to coming across the opportunity(job) in government sector and as per terms and Conditions related to service of Government he is restricted to continue as independent Director or associate with the any organisation/Companies (either in Executive or NonExecutive basis). Further, Dr. Parin D. Shah has provided confirmation that there are no such material reasons other than those provided in his resignation letter.
KEY MANAGERIAL PERSONNEL
Mr. Suresh J Patel, Chairman and Managing Director (DIN:0007400), Mr. Bhavin S Patel, Executive Director (DIN:0030464), Mr. Ankit S Patel, Executive Director (DIN:02173231), Mr. Mayur B Padhya, Chief Financial Officer and Mr. Ashutosh B Bhatt, Company Secretary and Compliance Officer (FCS No.: 9516) are the Key Managerial Personnel of the Company as on the date of this 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.
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 3 which forms part of this Report.
Further note that, your company has revised the remuneration payable to the Chairman and Managing Director and Executive Directors w.e.f 01st April 2019. Details of the revision of remuneration are mentioned in the notice of the AGM and will also be placed for the approval of members of the Company in the ensuing AGM
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 Corporate Governance Report and which forms a part of the Boards Report.
FAMILIARISATION 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 Chemical Business developments, Expansion of the Company and various 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 recognises 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 Companys website-www.bodal.com and its weblink https://bodal.com/live.php?data=6_l2
During the year under review, 5(Five) 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 06th February 2019 without the presence of NonIndependent Directors and the members of management. In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Reguirement) Regulation, 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, guantity 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
BOARDS ANNUAL EVALUATION
In terms of the reguirements 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.
Your Directors recommend, as identified and suggested by the Audit Committee of the Company to continue with M/s Deloitte Haskins & Sells LLP, (FRN No. 117366W/W-100018) as statutory Auditor of the Company for 2019-20, subject to approval of the Members of the Company, to hold office from the conclusion of the Thirty Three (33rd) Annual General Meeting until the conclusion of the Thirty Forth (34th) Annual General Meeting of the Company.
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.
The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditors Comments on the Companys Accounts for the financial year ended on 31st March, 2019 are self explanatory in nature and do not reguire any explanation as per provisions of Section 134 of the Companies Act, 2013.The Auditors Report does not contain any gualification, reservation or adverse remark.
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 report their findings on the internal audit of the Company, to the Audit Committee on a guarterly basis. The scope of internal audit is approved by the Audit Committee.
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 2018-19.
The Report of Secretarial Auditor for the financial year 201819 is set out as Annexure 4 and it forms a part of this Report.
Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed cost audit related to the Companys product Dye Intermediates and Dyes. Based on this requirement and the recommendation made by the Audit Committee, the Board of Directors has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor for the Financial Year 2019-20. The Company has received a written certificate from the Cost Auditor 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 2017-2018 has been filed within the prescribed time limits. The Cost Auditors Report does not contain any qualification, reservation or adverse remark. Further, remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 05 of the Notice convening the Annual General Meeting.
During the year under review, the statutory auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
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.
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 Companys approach to Corporate Governance.
Report on Corporate Governance is annexed and forms an integral part of this Annual Report. Certificate from Mr. Tapan Shah, Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.
Secretarial Standards for the Board and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both these Secretarial Standards.
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 cooperation received from employees at all levels.
We continue to believe that our organisational plans are fueled by our employees. It is critical to have credible and transparent management practices and policies. The Human Resources agenda focuses on employee welfare, engagement, productivity and performance as a priority. As your company has taken agenda for the "NEXT PHASE" since 2015-2016 & "Shaping the Future" since 2016-2017, we are continuously working for achieving those milestones. The Company focused on building the capabilities and scaling up in the existing manufacturing facility. We believe nurturing a high performance culture is imperative. Your Company is proud to have talent which is varied and deep in its experiences and expertise across manufacturing, administration, finance, marketing, R & D, sales and other functions.
To building up capability and competency of team members this year we have focus more and more on the training, development and also it will be continue in coming years. In the 2018-19, HR, Safety & OHC departments organised 93 training programs on different topics and total 851 team members were participated in the same. This year we have designed "Health Gallery" where our company doctor will counsel our team members on their personal health related issues.
HEALTH, SAFETY AND ENVIRONMENT
During the 2018-19 our focus on safety, health and environment ("SHE"), is key for our sustainable growth. We have established safety department with the unique model of Plant Safety Officers for the better focus, who dedicatedly work for the development of safety culture in the organisation. Also we have plant wise safety representatives; those are trained on regular basis on different safety topics through classroom training, on the job training and mock drills. This year also we have integrated near misses, unsafe observations and operational incidents in the Safety Training.
To address the health aspects, we have an in-house occupational health center with full time doctors and medical representatives for 24 hours. Infrastructure wise our OHC center is fully equipped along with ambulance. We also conduct pre medical check-up, annual medical check-up and special camps for our employees. This year our Medical Team has also initiated "Health Gallery" where our Company Doctor Counsel individuals on their personal health issues.
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.
You company has issued postal ballot notice for approval of the members of the Company for Preferential issue to the Promoters/Promoters Group and to the non-promoters and result has declared by company on 28th June, 2019 and allotted Equity Warrants to the proposed allottees in Board Meeting held on 12th July 2019 and has received 25% amount of total price of Equity warrant amounting र 413.25 Million.
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 5 to this Annual Report.
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 equipments and all the equipments are in operation.
The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.
SAFETY & WELLBEING OF WOMEN AT THE 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 01-04-2018 To 31-03-2019)||Status|
|1||Number of Complaints/Cases pending as at the beginning of 2018-19 i.e. 01-04-2018||NIL|
|2||Number of Complaints/ Cases filed during the year (from 01-04-2018 to 31-03-2019)||NIL|
|3||Number of Complaints/ Cases as at the end of 2018-19 i.e. 31-03-2019||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. No concerns or irregularities have been reported by employees/directors till date.
The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee from time to time. None of the Companys personnel have been denied access to the Audit Committee. The Whistle Blower policy is available on the Companys website and its web link https://bodal. com/live.php?data=6_l2
ANNUAL ACCOUNTS OF SUBSIDIARIES COMPANIES
The Accounts of the Subsidiary Companies forthe financial year ended on 31st March 2019 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.
Statement containing salient features of financial statements of subsidiaries and Associates pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report in the prescribed Form AOC-1, as Annexure 1"
The Audited Financial Statements of Companys subsidiaries for financial year 2019 are available on the Companys website at www.bodal.com and the same are also available for inspection at the Registered Office of the Company. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.
The Company has laid down policy on material subsidiaries and none of the subsidiary is material subsidiary as per the Policy. The policy is placed on the website of the Company and its weblink is https://bodal.com/live.php?data=6_l2
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, minimise adverse impact on the business objectives and enhance the Companys 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 its 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, confirm the existence and effectiveness of internal controls and reiterate 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
The Companys CSR Policy primarily rests on three broad tenets viz., Healthcare, Education & Community welfare and the same is within the ambit of Schedule VII of the Act. During the year, Company continued several initiatives under the CSR program, directly as well as through agency namely YUVA Unstoppable permitted under the Act. Details of CSR policy and CSR activities undertaken during the year is annexed to this report as "Annexure 7 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 arms 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 Companys website www.bodal.com and its web link- https://bodal.com/live.php?data=6_l2
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 8.
The Companys assets are adeguately 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 2019, 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 Companyforthat period;
(c) the Directors have taken proper and sufficient care for the maintenance of adeguate 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 2019 on a going concern basis;
(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adeguate 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 adeguate and operating effectively.
Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. Your Directors also sincerely thank all the stakeholders, professionals, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.
|For and on behalf of the Board of Directors of|
|Bodal Chemicals Limited|
|Suresh J. Patel|
|Place : Ahmedabad||Chairman & Managing Director|
|Date : August 13, 2019||(DIN: 00007400)|