To,
The Members,
BDH Industries Limited
Your Directors have pleasure in presenting 34th Annual Report and Audited Financial
Statements of the Company for the year ended 31st March, 2024.
FINANCIAL RESULTS :
The financial performance of the Company is summarized below:-
( Rs in Lakhs )
Particulars |
2023-24 |
2022-23 |
Sales (Net) |
8583.10 |
7445.71 |
Other Income |
158.07 |
84.10 |
Total Income |
8741.17 |
7529.81 |
Profit before Interest & Depreciation |
1400.79 |
1179.41 |
Less : Interest |
18.13 |
15.79 |
Depreciation |
57.49 |
56.85 |
Profit before Tax |
1325.17 |
1106.77 |
Less : Provision for Taxation |
294.49 |
286.98 |
Deferred Taxation |
43.90 |
(0.69) |
Net Profit After Tax |
986.78 |
820.48 |
The standalone financial statements are prepared in accordance with Indian Accounting
Standards (Ind-AS) as prescribed under section 133 of the Companies Act , 2013 (the Act)
read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the
Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company discloses the
standalone financial results on quarterly basis which are subjected to limited review and
publishes standalone audited financial results annually.
REVIEW OF OPERATIONS :
During the year 2023-24 Company achieved Sales (Net) of Rs. 8583.10 Lakhs as compared
to Rs. 7445.71 Lakhs in the previous year registering growth of 15%. The Operating Profit
of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 1179.41
lakhs in previous year to Rs.1400.79 lakhs in 2023-24. The Net Profit after Tax of stood
at Rs. 986.78 lakhs during the year higher by 20% over previous year. An amount of Rs.
148.02 Lakhs is transferred to General Reserve from the net profit of the financial year
2023-24.
DIVIDEND:
Your Directors are pleased to recommended dividend of Rs.4.50 per equity share of face
value Rs. 10/- each (an increase of 12.5% over dividend for previous year of Rs. 4/- per
share) for the financial year ended on 31st March, 2024. The said dividend on equity
shares is subject to the approval of the shareholders at the 34th Annual General Meeting.
The total cash outflow on account of dividend payment will be Rs. 259.07 lakhs.
MATERIAL CHANGES & COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR:
No material changes or commitments affecting the financial position of the Company have
occurred between the end of the financial year to which financial statements in this
report relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company operates in manufacturing of pharmaceutical formulations. Also commenced
operations in renewable energy, by way of two wind turbines having capacity of 0.8 MW each
located at Jaisalmer, Rajasthan commissioned from 23rd February 2024 and became revenue
generating from 23rd March 2024.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During the year under review, the Board of Directors comprised of six members. Ms.
Jayashree Nair is the Chairperson and Managing Director of the Company. Mr. S. C. Kachhara
is the Joint Managing Director and Chief Financial Officer of the Company. The three
Independent Directors on the Board of the Company, Dr. Dinesh Variar, Mr. Bhagirath Singh
and Mr. Kairav Trivedi have completed tenure on 31st March 2024. The Board placed on
record its appreciation for the valuable contribution rendered by them. The one
Non-Executive Director - Ms. Karthika Nair, who retires by rotation at the forthcoming
Annual General Meeting, being eligible and offers herself for re-appointment. Accordingly,
the Board recommends her re-appointment. Ms. Jayashree Nair, Managing Director, Mr. S. C.
Kachhara, Joint Managing Director and Chief Financial Officer and Ms. Nikita Phatak,
Company Secretary of the Company are the Key Managerial Personnel of the Company. During
the year four Board meetings were held, the details of which are given in the Corporate
Governance Report.
Appointment of new Independent Directors - The Board at its meeting held on 13th
February 2024 based on recommendation of Nomination and Remuneration Committee approved
the appointment of three Independent Directors - Mr. Prabhakar Dalal (DIN - 00544948), Dr.
Mitul Patel (DIN - 10413137) and Mr. Suresh Chandra Kookada (DIN - 01738594) as
Independent Directors of the Company for a term of five consecutive years with effect from
1st April 2024 till 31st March 2029. The said appointments were duly approved by
shareholders of the Company through Postal Ballot on 15th March 2024. The Independent
Directors possess the required skillset, competences and expertise in the fields of
general economics, corporate governance, business management & strategy,
pharmaceuticals, science & technology, finance, accounts & taxation, risk
management, corporate laws, manufacturing, sales & marketing etc.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company - Dr. Dinesh Variar, Mr. Bhagirath Singh and
Mr. Kairav Trivedi have been Independent Directors of the Company who completed their
tenure on 31st March 2024. They submitted declaration complying with the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 for the financial
year ended 31st March 2024. Their names are registered in the Independent Directors
database. Based on the disclosures provided by them for the year ended on 31st March 2024
, none of them are disqualified from being appointed as Director under section 164 of the
Act and they are independent from the Management.
The Independent Directors of the Company appointed with effect from 1st April 2024 -
Mr. Prabhakar Dalal, Dr. Mitul Patel and Mr. Suresh Chandra Kookada meet the criteria of
independence as per Section 149(6) of the Companies Act, 2013 (the Act) and comply with
the code for independent directors prescribed under schedule IV of the Act. They have
registered themselves in the Independent Directors database. They are not disqualified
from being appointed as Director as per disclosure submitted by them under section 164 of
the Act and they are independent from the Management. None of the Independent Directors
are related to each other or to the non-independent directors of the Company.
CONFIRMATION ON INDEPENDENCE OF INDEPENDENT DIRECTORS:
The Board of Directors confirms that the independent directors of the Company fulfill
the conditions specified in SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 and are independent of the management of the company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that :-
(a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March 2024 and of the Profit
of the Company for the year ended 31st March 2024.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis and
(e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE:
The Board of Directors reaffirm their continued commitment to good Corporate
Governance. A report on Corporate Governance for the year under review is provided
together with a certificate from Statutory Auditor of the Company regarding compliance of
corporate governance norms under SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. A declaration from CEO and CFO of the Company under regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is also annexed
and forms part of this report.
LISTING WITH STOCK EXCHANGE:
The equity shares of the Company continue to be listed on BSE Limited. The annual
listing fee for year 2024-2025 has been paid by the Company to BSE Limited.
NOMINATION AND REMUNERATION POLICY :
Company's Policy for determining qualifications of directors' sets out guiding
principles for selection of persons who are qualified to become Directors / Independent
Directors. The Policy for remuneration of Directors and Employees' sets out
guidelines to ensure that level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate the Directors, Key managerial personnel (KMP)
and Senior Management employees. The same are briefly mentioned in the Corporate
Governance Report and also hosted on the Company's website at www.bdhind.com.
RISK MANAGEMENT POLICY:
The Company has a Risk Management Policy to identify internal & external risks,
monitor implementation of procedures to minimize impact / mitigation of the risks and a
periodically review / evaluate to ensure that risk control is exercised effectively.
RELATED PARTY TRANSACTIONS AND POLICY :
All related party transactions entered during the year under review were on arms length
basis and in ordinary course of business in accordance with the company's policy on
related party transactions and approval granted by the Audit Committee. The Company has
not entered into any materially significant related party transactions during the year
that have potential conflict with the interests of the Company. Members may refer notes to
the financial statement which sets out disclosure of related party transactions pursuant
to IND-AS and Form AOC-2 as per Section 134(3)(h) of the Companies Act 2013 and Companies
(Accounts) Rules, 2014 at Annexure V of this report. The Policy on Related Party
Transactions is available on the website of the Company www.bdhind.com.
VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy as a part of the Vigil Mechanism to
provide appropriate avenues to Directors and employees to report to the Audit Committee
their genuine concern about any unethical behavior and irregularities, if noticed by them
in the Company that may affect the business or reputation of the Company. The Whistle
Blower Policy is hosted on website of the Company www.bdhind.com. During the year, no such
instances were reported by Directors or employees.
FORMAL ANNUAL EVALUATION:
The performance evaluation of the Board, its Committees and individual directors was
carried out in terms of requirement under the Schedule IV of the Companies Act 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further the
Independent Directors at their separate meeting held on 13th February 2024 evaluated the
performance of the Non-Independent Directors, the Board as a whole and the performance of
the Chairperson of the Company, taking into account the views of the Joint Managing
Director. The performance of the Board and its Committees was evaluated by the Board on
basis of criteria such as composition, structure, effectiveness of processes, information
and functioning etc. The Board of Directors assessed the performance of individual
directors on basis of criteria such as contribution to the board and committee meetings
like preparedness on issues, constructive contribution and inputs in the meeting, impact
on key management decisions, integrity, focus on shareholder value creation etc.
INTERNAL FINANCIAL CONTROLS :
The Company has in place adequate internal financial controls commensurate with its
size and nature of operations designed to provide reliable financial and operational
information for improving decision making and ensuring compliance with applicable
statutes. During the year, these controls were reviewed and no instances of material
nature were reported.
FIXED DEPOSIT :
The Company has not invited / accepted any deposits during the year under review as
envisaged under sections 73, 74 and 76 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not made any loans to any third party as envisaged under section 186 of
the Companies Act 2013. The Company has not given any guarantee other than bank guarantee
in the normal course of business to meet the contractual obligations. The Board of
Directors have authorized the Company to invest the surplus in deposits with Banks.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there have been no significant and material orders passed
by any regulators / courts / tribunals that could impact the going concern status and the
Company's operations in future.
CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO :
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 particulars of energy conservation, technology absorption
and foreign exchange earnings and outgo are appended hereto as Annexure IV and forms part
of the Annual Report.
INSURANCE :
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATIONS :
The Company has maintained cordial and harmonious relations with all its employees.
RESEARCH & DEVELOPMENT CENTRE :
R&D Centre of the Company is registered with Department of Science and Industrial
Research (DSIR), Ministry of Science & Technology, Government of India and approved
under section 35 (2AB) of the Income Tax Act 1961. The Company is committed to invest in
R&D for long-term sustainablility and consistent growth with focus on development of
complex and novel drug delivery systems, new dosage forms, improvement in processes and
yield, cost reduction etc.
ENVIRONMENT, HEALTH & SAFETY :
The Company is committed to environment protection and industrial safety. Our
manufacturing facility has been accredited with WHO-GMP Certificate, ISO 9001:2015
certification from SGS United Kingdom Limited and complies with applicable environment
regulations of Maharashtra Pollution Control Board. Our manufacturing facilitiy has
adequate first aid points, fire fighting systems (fire extinguishers, fire alarms, smoke
detectors etc.), SOPs in case of emergencies, CCTV camera surveillance systems, safety
precautions & signages in text and pictures ensuring safety of employees. The Company
conducts annual health check-up program and there is a group mediclaim policy for well
being of employees. The Company also conducts periodically first aid and fire safety
sessions for employees.
PROJECTS:
a) The Company has two wind turbines of capacity 1.6 MW ( 0.8 MW each ) at Jaisalmer in
Rajasthan which commissioned commercial operations from 23rd March 2024 and the
electricity generated by them is sold on Indian Energy Exchange (IEX).
b) The Company has a warehouse at MIDC Kudal and applications are invited to lease the
warehouse.
Further there are cashew, mango and coconut plantations adjacent to the warehouse.
CORPORATE SOCIAL RESPONSIBILITY :
The Company stands committed to good corporate citizenship. Our responsilibilty extends
beyond our business operations to positively impact the communities and overall well being
of society. Our CSR initiatives focus on promoting education to special children, skill
development, livelihood enhancement, research and development and women empowerment. The
CSR activities were carried out through eligible charitable trusts and directly by the
Company. The CSR Policy of the Company is hosted on website of the Company www.bdhind.com
and the CSR activities undertaken during the year are enclosed as Annexure I of this
report.
ANNUAL RETURN :
The Annual Return of the Company as on 31st March 2024 is placed on its website at
https://bdhind.com/investors/ documents/Form_MGT_7%202023-24.pdf
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
Pursuant to sections 124 and 125 of the Companies Act 2013 read with Investor Education
and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as
amended, dividends if not claimed for a consecutive period of 7 years from the date of
transfer to unpaid dividend account of the Company are liable to be transferred to the
Investor Education and Protection Fund (IEPF) established by Central Government. Further
the equity shares in respect of such dividend which have not been claimed for a period of
7 consecutive years are also liable to be transferred to the demat account of the IEPF
Authority. The Company proactively sends reminder letters to the shareholders at their
registered address whose shares are due for transfer to IEPF and publishes Notice in
newspapers informing shareholders to claim their dividends prior to transfer of shares to
IEPF. Notice is also uploaded on BSE website and a detailed list of unclaimed dividend is
uploaded on the Company's website www.bdhind.com. Shareholders who have not yet claimed
their dividends are requested to correspond with Company's RTA - Link Intime India Private
Limited at earliest to claim the same by complying with necessary requirements to avoid
transfer of dividend and underlying shares to IEPF.
The unclaimed dividend & shares transferred to IEPF during the year 2023-24 are as
follows:
Financial Year |
Amount of unclaimed dividend transferred |
Number of shares transferred |
2015-16 |
Rs. 9,97,988 |
5721 |
Members may note that the shares and unclaimed dividend transferred to IEPF Authority
can be claimed by filing online application in form no. IEPF 5 available on
www.iepf.gov.in and submitting duly signed physical copy of form no. IEPF 5 alongwith
requisite documents as mentioned in form no. 5 in original to Ms. Nikita Phatak, Nodal
Officer of the Company at its registered office. Members are requested to refer and comply
with the prescribed procedure for claiming back the dividend and shares from IEPF
Authority available on www.iepf.gov.in The unpaid/unclaimed dividend for the FY 2016-17
onwards will be transferred to IEPF as given below:-
Financial Year |
Date of Declaration |
Due date for transfer to IEPF |
2016-17 |
27/09/2017 |
02/11/2024 |
2017-18 |
25/09/2018 |
31/10/2025 |
2018-19 |
18/09/2019 |
24/10/2026 |
2019-20 |
27/08/2020 |
30/09/2027 |
2020-21 |
25/08/2021 |
30/09/2028 |
2021-22 |
24/08/2022 |
29/09/2029 |
2022-23 |
09/08/2023 |
14/09/2030 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a detailed review of the industry structure, company's performance and
future outlook is given in the Management Discussion and Analysis which forms part of this
Annual Report.
AUDITORS AND AUDITORS' REPORT:
STATUTORY AUDITOR :
M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W) are
the Statutory Auditors of the Company for a period of 5 years till the conclusion of the
Company's 37th Annual General Meeting. The Auditors Report on the financial statements for
the year ended 31st March 2024 read with the notes to accounts are selfexplanatory which
forms part of this Annual Report. There are no qualifications, reservations or adverse
remarks made by the Auditors in their report.
SECRETARIAL AUDITOR:
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s JHR &
Associates, Practicing Company Secretaries were appointed to conduct secretarial audit of
the Company for year ended on 31st March 2024. The Secretarial Audit Report is annexed as
Annexure II to this Report is self explanatory and there are no qualifications,
reservations or adverse remarks in their report. During the year, the Company has complied
with the secretarial standards issued by Institute of Company Secretaries of India.
COST AUDITOR:
Pursuant to the provisions of section 148 of the Companies Act 2013 and Companies
(Audit and Auditors) Rules 2014, M/s. Krishna & Associates, Cost Accountants (Firm
Registration No. 100939) were appointed as cost auditors to conduct the audit of the cost
records of the Company for the financial year 2022-23 and the Cost Audit Report in form MR
3 for financial year 2022-23 was filed with Ministry of Corporate Affairs within
prescribed time. The Board appointed M/s. Krishna & Associates, Cost Accountants to
audit the cost records of the Company for financial year 2024-25 and the remuneration
payable to the cost auditor is subject to ratification by the members at the 34th Annual
General Meeting.
RATIO OF REMUNERATION:
As required under Section 197(12) of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the required details
for FY 2023-24 are given below :
Name of Director / Key Managerial Personnel and Designation |
Ratio to Median Remuneration |
% increase in remuneration / (decrease) in remuneration |
Ms. Jayashree Nair, Managing Director |
36 : 1 |
2.73% |
Mr. S. C. Kachhara, Joint Managing Director |
36 : 1 |
2.73% |
Ms. Karthika Nair, Non-Executive Director |
0.22 : 1 |
- |
Dr. Dinesh Variar, Independent Director |
0.38 : 1 |
- |
Mr. Bhagirath Singh, Independent Director |
0.41 : 1 |
- |
Mr. Kairav Trivedi, Independent Director |
0.41 : 1 |
- |
Ms. Nikita Phatak, Company Secretary |
4.78 : 1 |
7.75% |
a. The percentage increase in median remuneration of employees in the financial year is
14%
b. There are 117 employees on the rolls of the Company.
c. The average percentile increase in salaries of employees other than managerial
personnel is 9.62% and whereas percentile increase in managerial remuneration 2.73%
d. We affirm that the remuneration paid is as per Remuneration Policy of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
The Company has an internal complaints committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act 2013 for prevention and redressal
of complaints of sexual harassment at workplace. During the year ended 31st March 2024 ,
no complaint of sexual harassment was received by the Company.
APPRECIATION :
Your Directors thank statutory authorities, banks, suppliers and customers for their
co-operation. The Directors express their sincere appreciation to the continued support of
the employees and finally thank the shareholders for the faith they reposed in the
Company.
FOR AND ON BEHALF OF THE BOARD |
|
|
Jayashree Nair |
Mumbai, 18th May 2024 |
Chairperson & Managing Director |
Registered Office : Nair Baug, Akurli Road, Kandivli (East), Mumbai 400101 |
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Tel. No. :022-61551234 Email - investors@bdhind.com |
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Website :www.bdhind.com CIN L24100MH1990PLC059299 |
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