DIRECTORS REPORT Dear Shareholders Your Directors have immense pleasure in presenting the Twenty Eighth Annual Report of the company with Audited Financial Statements for the year ended 31stMarch, 2016 OPERATING RESULTS AND BUSINESS Your company has achieved a Net turnover of Rs. 634.92 Crores during the financial year2015-16.The Profit After Tax for the year stood at Rs. 61.27 Crores as against previous year Profit After Tax of Rs. 36.35 Crores registering an increase of 68.55 %. During the year, most of the commodity prices have fallen globally due to low demand for oil and gas and excess supply position. Inspite of this, your company could post Outstanding performance despite the slow down in major markets. EXPORTS The Exports of the company have grown marginally in volume with an accompanying increase in product mix. The REACH certification and certificate of suitability has improved our positioning with International Customers. The Company's products are well established in the Global Market. DIVIDEND Your Directors have pleasure in declaring dividends to shareholders and are pleased to recommend for approval of the members a dividend of Rs.2/- per share (100% on paid up value of Rs.2/- per share). The total cash outflow on account of dividends payable including dividend distribution tax payable is Rs. 779.96 lacs. SUBSIDIARIES The company is having a wholly owned subsidiary Bhagyanagar Chemicals Limited and substantially owned subsidiary Balaji Greentech Products Limited. Wherein, the undertaking of Bhagyanagar Chemicals Limited is limited to only a long term lease to its 100% holding company Balaji Amines Limited who is carrying out manufacturing activity therein. As such the company Bhagyanagar Chemicals Limited does not have any transactions except of lease rentals. Responsibility of safe keeping of the assets of the company vests with the holding company Balaji Amines Limited. Balaji Greentech Products Limited (BGPL) is into manufacturing of energy efficient lamps and components. The company manufactures, supplies a comprehensive range of Compact Fluorescent Lamps (CFL). The Statement containing the salient features of the subsidiaries as per sub -sections (3) of section 129 of the Companies Act 2013 in Form AOC -1 is herewith annexed as Annexure-I to this report. TRANSFER TO RESERVES The Company proposes to transfer Rs. 615.26 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 4731.84 lacs is proposed to be retained in the statement of Profit and Loss. RESEARCH & DEVELOPMENT Continuous R&D initiatives have yielded excellent results during the year with improved efficiencies of raw materials, utilities and utilization of resources. Your company has become one of the leaders in Speciality Chemicals in the International Speciality Chemical arena and plans to be on the top years to come in India. Your Company has been carrying out continuous Research and Development activities in the following areas: ? Several improvements in Polyvinyl Pyrrolidone plant have been initiated and resulting in lower consumption coefficients as well as research on addition of new stream of k-values being explored for which R&D Pilot plant is successful. ? Identification of new products and development of latest process technologies are continuously worked on. ? Continuous improvement of processes and fine tuning of process parameters to optimize utilization of energy, utilities and raw materials consumption and alternate routes are being looked at. ? Backward and forward integration of products to improve value chain and better utilization of all the resources. ? Adoption of advanced technology in recovering waste water has resulted in minimizing the impact on environment and concentration of core principle of Reduce, Reuse and Recycle of all the resources. EXPANSION / DIVERSIFICATION The following R&D demonstration projects were undertaken during the year 2015-16: 1. Acetonitrile 2. PVPK-90 3.Crospovidone The results of these projects will be yielding fruits in the years to come. CONSOLIDATED FINANCIAL STATEMENTS In pursuance to the general Circular 08/2014 No. 1/19/2013-CL-V of Ministry of Corporate Affairs Dated 04.04.2014 for Applicability with regard to relevant financial year, the company have complied with provisions, rules and regulations under the companies Act 1956. In pursuance to the Sub Section (3) of Section 129 of the Companies Act, 2013, company is required to prepare consolidated financial statements for the financial year ended 31st March 2016 The Consolidated Financial Statement of your company with that of its wholly owned subsidiary Bhagyanagar Chemicals Limited and substantial holding Company Balaji Greentech Products Limited is provided in the Annual Report. The annual accounts of the Subsidiary Companies and the related detailed information shall be made available to members seeking such information at any point of time. The annual accounts of the Bhagyanagar Chemicals Limited and Balaji Greentech Products Limited shall also be kept for inspection by any of the members at the registered office of the company. The Statement containing the salient features of the subsidiaries as per sub -sections (3) of section 129 of the Companies Act 2013 in Form AOC -1 is herewith annexed as Annexure-I to this report. STATUTORY AUDITORS M/s V. Sridhar & Co, Chartered Accountants (ICAI Firm Registration No.006206S), Hyderabad were appointed as the statutory auditors of the Company for the Financial year 2015-16 at the Annual General Meeting (AGM) of the Company held on 23rd September 2015 and hold office until the conclusion of the ensuing Annual General Meeting. M/s. V. Sridhar & Co, Chartered Accountants have been the Auditors of the Company since FY 1996-97 and have completed a term of 19 years. As per the provisions of Section 139 of the Act, no listed company can appoint or re-appoint an audit firm as ar i auditor for more than two terms of five consecutive years. Section 139 of the Act also provided a period of three years from the date of commencement of the Act to comply with this requirement. In view of the above, M/s. V. Sridhar & Co, Chartered Accountants being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on May 21st, 2016, proposed the appointment of M/s. V. Sridhar & Co, Chartered Accountants as the statutory auditors of the Company to hold office from the conclusion of this 28thAnnual General Meeting (AGM) till the conclusion of next Annual General Meeting of the Company i.e., 29thAnnual General Meeting to be held in the year 2017. The company has received letter from the Auditors under Section 139(1) of the Companies Act, 2013 and the Rules framed there under furnished a certificate of their eligibility and consent for re-appointment to that effect, that, their appointment, if made, would be within the prescribed limits under provisions of sections specified under the Act and that, they are not disqualified for such re appointment within the meaning of the section of the said Act. INTERNAL AUDITORS The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Aherkar & Co., Chartered Accountants, Solapur, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on monthly basis. COST AUDITOR In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, the Audit Committee has recommended and the Board of Directors had appointed Mr. N. V. S. Kapardhi, Practicing Cost Accountants, Hyderabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 201617 on a remuneration of Rs. 60000/- (Rupees Sixty Thousand only). The remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, a resolution seeking Members' approval for the remuneration payable to Mr. N. V. S. Kapardhi, Cost Accountants, is included at Item No.5 of the Notice convening the Annual General Meeting. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. S. Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure III" to this report. Explanations to the Observations of Secretarial Auditors: In respect of its plant at Tamalwadi (Unit 1) and Chincholi (Unit 3), consent letter issued Maharashtra Pollution Control Board expired on 28.02.2016. The Company has made application for renewal of the consent and the same is awaited. In respect of its plant at IDA Bollarum (Unit 2) the consent and authorization order issued by the Andhra Pradesh Pollution Control Board expired on 31.12.2013. The Company has made application for renewal of the same and is awaiting the renewal. The reasons and the reply for the observations made by the Secretarial Auditors is self explanatory DIRECTORS In terms of Article 134 of the Articles of Association of the company Mr. G. Hemanth Reddy, Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. His profile and the experience in specific functional areas and other directorships held by him as stipulated in Regulations of the Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 is provided in the Additional Information Section forming part of Notice and Corporate Governance Report forming part of the Annual Report. The said resolution forms part of the notice of the Annual General Meeting Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013 and the company has taken note of the same. None of the directors is disqualified as on 31st March 2016 from being appointed as director in terms of sections 164(2) of the Act. A brief Profile of the Directors of the Company is annexed herewith as 'Annexure IV to this report. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR: During the year there was no changes in the composition of Board of Directors, none of the directors have resigned during the year. NUMBER OF MEETINGS OF THE BOARD DURING THE YEAR: The Full Board of Directors of the Company met 4 (four times) and there was l(one) independent Directors meeting held during the year. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS 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. FIXED DEPOSITS Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet. CHANGE IN NATURE OF BUSINESS: There is no change in the nature of business during the year MATERIAL CHANGES AND COMMITMENTS: There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS. The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them, i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the statement of profit or loss of the Company for that period; iii. 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; iv. The annual accounts for the year 2015-16 have been prepared on a going concern basis. v. That the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and effectively mentioned under various heads of the departments which are in then reporting to the Whole Time Director. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a Whistle Blower Policy framed to deal with instances of fraud and mismanagement, if any. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company and the web site is <http://www.balajiamines.com>. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is herewith annexed as 'Annexure-V to this report. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure VI" to this report. MANAGEMENT DISCUSSION & ANALYSIS Pursuant to the provisions of Regulation 34(2) (e) of the of the Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis forms part of the Annual Report and is herewith annexed as 'Annexure VII' to this report. PARTICULARS OF EMPLOYEES None of the employees fall under the purview of the provisions provided under the Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 whose details are required to be disclosed. A statement pursuant to the Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is herewith annexed as 'Annexure VIIF to this report. CORPORATE GOVERNANCE The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2015-16 and a Certificate from the Auditors of the Company are furnished which form part of this Annual Report. HUMAN RESOURCES Your Company considers its Human Resource as the key to achieve its objectives. Keeping this in view, your Company takes all the care to attract train and retain well qualified and deserving employees. The employees are sufficiently empowered and enabled to work in an environment that inspires them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind fulfilling the Company's vision. Your Company appreciates the contribution of its dedicated employees. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-IX" to this report. CORPORATE SOCIAL RESPONSIBILITY During the year under review, according to the provisions of Section 135 of Companies Act, 2013, Corporate Social Responsibility activities are to be taken up by the Company. And as required by the provisions, the company has constituted a Corporate Social Responsibility committee and also have adopted a Corporate Social Responsibility Policy. A detailed annual report on Corporate Social Responsibility activities under taken by the company during the year is attached as Annexure II. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered underthis policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year: ? No. of complaints received :Nil ? No. of complaints disposed off :Nil ACKNOWLEDGMENTS Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, Banks, Customers and suppliers. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS A. PRATHAP REDDY CHAIRMAN & MANAGING DIRECTOR Place: Secunderabad Date :21 May, 2016. |