DIRECTOR'S REPORT TO, THE MEMBERS, BAGADIA COLOURCHEM LIMITED. The Board of Directors have pleasure in presenting before you the 30th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2015. 2. MANAGEMENT DISCUSSION & ANALYSIS REPORT During the year under review the Revenue from Operations of the Company was Rs. 361.51 Lacs as against Rs. 320.68 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 140.75 Lacs as against Rs. 143.24 Lacs of the previous year. The Company has incurred the Loss before Tax of Rs. 64.40 Lacs as against the Loss of Rs. 76.08 Lacs of the previous year. As the Members are aware the Company is engaged in the business of dye intermediates and the Company's factory is located at Mahad Maharashtra. The major turnover during past several years was attributed from export business. As the Members are also aware the Company's size of business is small with the Share Capital of Rs. 3.69 Crs. The installed capacity of the Company is also medium. With the available limited resources the Company was undertaking the business activities. The Company is facing acute competition from the international market and the foreign competitors mainly from China are offering their products at very low prices. This has affected the Orders from its regular Customers, who are shifting to the companies with bigger capacities. As such there was a drop in the turnover of the Company during past few quarters. The Company has also incurred losses over these quarters. Thus the performance of the Company is badly affected. As a result the Company as an enabling alternative sought the approval of the Shareholders by way of Postal Ballot for Sale of Company's Factory at MIDC Industrial Area, Mahad, Dist. Raigad, Maharashtra. The Special Resolution proposed by way of Postal Ballot for approval of the Shareholders was passed on Tuesday, 4th August, 2015. The Board of Directors of the Company is studying various other alternatives to come out of the situation, including changing the product range, shifting of the Plant to a better place which will be economical for the operations of the Company. 3. CAUTIONARY STATEMENT Statements in this report, particularly those which relate to management discussion and analysis, describing the company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations actual results might differ materially from those either expressed or implied. 4. TRANSFER TO RESERVES Company has not transferred any amount to its General Reserve. 5. DIVIDEND The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the Losses incurred by the Company. 6. PUBLIC DEPOSITS During the Financial Year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. 7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose. The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically. 8. LISTING FEES The annual listing fee for the year under review has been paid to BSE Limited, where your Company's shares are listed. 9. HOLDING COMPANIES SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES Company does not have any Holding Company, Subsidiary Companies and Associate Company. 10. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure I to this Report. 11. NUMBER OF MEETINGS OF THE BOARD During the year under review, Nine (9) Board Meetings were convened and held including Independent Directors' Meeting held on 25th March, 2015. The details of which are given in the Corporate Governance Report which forms part of this Report as per Annexure II. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 12. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, the Directors' Responsibility Statement is furnished below as per the provisions of Section 134 (3) (c). Directors state that:- a) In the preparation of the Annual Financial Statements for the year ended 31 st March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures; b) Accounting policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the Loss of the Company for the year ended on that date; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Annual Financial Statements have been prepared on a going concern basis; e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 13. DECLARATION BY INDEPENDENT DIRECTOR All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 14. AUDITORS AND AUDITORS' REPORT a) Statutory Auditor In the Annual General Meeting held on 14th August, 2014, the Company had appointed M/s Shreepad Shende, Chartered Accountants Pune, having Membership No. 041692 as the Auditors of the Company. Accordingly the Auditors have furnished their Report dated 28th April, 2015. The qualifications of the Auditors and the replies given in the Notes to Accounts are self explanatory. The present Auditors of the Company have shown their unwillingness to be re-appointed as the Auditors of the Company. Accordingly the appointment of S. P. Jain & Associates, Chartered Accountants, Mumbai, having Firm Registration Number 103969W has been recommended from the conclusion of this Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting. b) Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shekhar Ghatpande & Co., Company Secretaries having Membership No FCS: 1659 CP No: 782 to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - III to this Report which is qualified by the Secretarial Auditors on certain points. c) Cost Audit For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT During the Financial Year 2014-2015, Company has not provided any Loans or Guarantees and made Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014. 16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Pursuant to provision of Companies Act, 2013, the particulars of contracts or arrangements entered into by the Company with Related parties have been done at Arm's length basis and are in ordinary course of business and particulars of which are provided in Form AOC - 2 attached herewith as Annexure IV. 17. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report. 18. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. 19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy and Technology Absorption a) Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved operational methods and other means will continue. b) The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company 20. RISK MANAGEMENT POLICY At present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and study the Risks involved. 21. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity. 22. BOARD EVALUATION Pursuant to provisions of the Companies Act, 2013, Rules there under and Clause 49 of Listing Agreement, the Board has carried out evaluation of its own performance and that of its Committees and individual Directors. 23. CHANGE IN THE NATURE OF BUSINESS, IF ANY There has been no change in the nature of business during the Financial Year under review. 24. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR During the year there is no Appointment and Resignation of any Directors or Key Managerial Personnel. 25. DIRECTORS PROPOSED TO BE RE-APPOINTED AT THE ENSUING ANNUAL GENERAL MEETING Ms. Sneha Sushil Bagadia who retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. 26. COMPOSITION OF AUDIT COMMITTEE The composition of the Audit Committee has been mentioned in the Corporate Governance Report annexed to this Report. 27. PARTICULARS OF EMPLOYEES No employee of the Company was in receipt of remuneration aggregating to Rs. 60/- Lacs or more per year or Rs. 5/- Lacs or more per month when employed for a part of the year and the particulars as required under (Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014. 28. CASH FLOW A Cash Flow Statement for the year ended 31st March 2015 is attached to the Financial Statement. 29. CORPORATE GOVERNANCE A report on the Corporate Governance, along with the certificate of compliance from the Auditors, forms part of the Annual Report. 30. ACKNOWLEDGMENT The Directors place on record their appreciation for the cooperation and support extended by the Bankers of the Company viz. Bank of Baroda and Employees of the Company all the times. The Directors are also thankful to the officials of Government of India, Government of Maharashtra, local authorities, MIDC for their continued help and timely assistance extended to the Company. By Order of the Board of Directors N. R. Bagadia Chairman & Managing Director [DIN: 00899960 Place : Pune Date : 13/08/2015 |