To
The Shareholders,
Your Directors have great pleasure in presenting the 35th Annual Report
together with the Audited Accounts of the Company for the financial year ended March 31,
2024. The consolidated performance of the Company and its Subsidiary has been referred to
wherever required.
FINANCIAL HIGHLIGHTS:
The following is the highlight of the financial performance of the
Company during the year under review:
(Rs. in Crores)
Particulars |
Standalone |
Consolidated |
|
Year ended 31.03.2024 |
Year ended 31.03.2023 |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
Revenue from Operations |
494.97 |
501.49 |
494.33 |
501.49 |
Other Income |
16.85 |
3.61 |
16.88 |
3.84 |
Total Income |
511.82 |
505.10 |
511.21 |
505.33 |
EBITDA |
60.54 |
58.14 |
59.83 |
58.33 |
Less : Finance Cost |
1.46 |
2.99 |
1.85 |
3.52 |
Less : Depreciation & Amortization expenses |
31.72 |
34.43 |
31.72 |
34.43 |
Profit before tax |
27.36 |
20.71 |
26.26 |
20.37 |
Tax Expenses |
7.73 |
5.67 |
7.73 |
5.66 |
Net Profit after tax |
19.62 |
15.05 |
18.53 |
14.71 |
Other Comprehensive Income (Net of tax) |
(0.19) |
0.08 |
(0.20) |
0.08 |
Total Comprehensive Income after tax |
19.43 |
15.13 |
18.33 |
14.79 |
Earing per shares of Rs. 5 each (In ') |
4.50 |
3.45 |
4.37 |
3.38 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
> Operational Review:
On Standalone Basis: During the year under review, the Company has
achieved a Total Income of Rs. 511.82 Crores as against Rs. 505.10 Crores in the previous
financial year. EBITDA for FY24 stood at Rs. 60.54 crores with an EBITDA Margin of 11.83%.
The Profit after tax for the financial year 2023-24 was Rs. 19.62 Crores as compared to
previous year of Rs. 15.05 Crores.
On Consolidated Basis: During the year under review, the Company
has achieved a Total Income of Rs. 511.21 Crores as against Rs. 505.33 Crores in the
previous financial year. EBITDA for FY24 stood at Rs. 59.83 Crores with an EBITDA Margin
of 11.70%. The Profit after tax for the financial year 2023-24 was Rs. 18.53 Crores as
compared to previous year of Rs. 14.71 Crores.
> Dyes and Dye intermediates & Chemical Business
On Standalone Basis: The Turnover of the company from the Chemical
Segment amounted to Rs. 398.56 Crores as against Rs. 470.25 Crores for the previous year.
The EBIT from this segment stood at Rs. 11.44 Crores as against Rs. 18.48 Crores in the
previous year.
> Solar Business
On Standalone Basis: The Turnover of the Company from Solar Power
Operations amounted to Rs. 28.90 Crores as against Rs. 29.14 Crores for the previous year.
The EBIT from this segment stood at Rs. 13.57 Crores as against Rs. 12.04 Crores in the
previous year.
DIVIDEND:
The Board of Directors has recommended a dividend of Rs. 1/- per share
(20%) for the year ended March 31, 2024. This represent pay-out of 22%.
The dividend pay-out is in accordance with the Company's Dividend
Distribution Policy. The Dividend Distribution Policy of the Company is available on the
Company's website viz. https://www.bhageriagroup.com/company-policies-2/
As per the prevailing provisions of the Income Tax Act, 1961, the
dividend, if declared, will be taxable in the hands of the shareholders at the applicable
rates. For details, shareholders are requested to refer to the Notice of Annual General
Meeting.
TRANSFER TO RESERVE:
The Company has not transferred any amount to General Reserve during
the financial year.
CAPITAL STRUCTURE:
During the year under review, there was no change in Authorized,
Issued, Subscribed and Paid-up Share Capital of the Company. The Company has not issued
any equity shares with differential voting rights during the year.
> Authorized Share Capital
The Authorized Capital of the Company as at March 31, 2024 was Rs.
25,00,00,000/- (Rupees Twenty Five Crores only) divided into 5,00,00,000 (Five Crores)
Equity Shares of Rs. 5/- each.
> Issued and paid up Share Capital
The Paid-up Equity Share Capital as at March 31, 2024 was Rs.
21,82,20,900/- (Twenty One Crore Eighty Two Lakh Twenty Thousand Nine Hundred Only)
divided into 4,36,44,180 (Four Crore Thirty Six Lakh Forty Four Thousand One Hundred &
Eighty) Equity Shares, having face value of Rs. 5/- each fully paid up.
SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES:
The Company was awarded with its First turnkey international Solar
Engineering, Procurement, and Construction (Solar EPC) projects with comprehensive
Operation & Maintenance and Water Proofing in APM Terminal, Kingdom of Bahrain.
Aggregating to a capacity of 11.40 MWp, this project has a total order value of ~INR
104.49 Crores (including comprehensive O&M and Water Proofing), without taking taxes
into account.
The Company incorporated a Wholly Owned Subsidiary Company in the Gulf
Cooperation Council which would enable the Company to complete the aforesaid project,
expand its solar business and have global recognition in the international market.
As on March 31, 2024, the Company has two (2) subsidiaries company,
namely Bhageria & Jajodia Pharmaceuticals Private Limited and Bhageria Industries
Holding Company W.L.L. There has been no material change in the nature of the business of
the subsidiaries.
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website at
https://www.bhageriagroup.com/company-policies-2/ Further, in terms of the said policy,
the Company does not have a material subsidiary.
A statement providing details of performance and salient features of
the financial statements of Subsidiary / Associate / Joint Venture companies, as per
Section 129(3) of the Companies Act, 2013 in Form AOC-1, is provided as Annexure A to
the consolidated financial statement and therefore not repeated in this Report to avoid
duplication.
As on March 31, 2024, the Company does not have joint venture or
associate companies within the meaning of Section 2(6) of the Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its subsidiary
for FY 2023-24 are prepared in compliance with the applicable provisions of the Companies
Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in
accordance with the Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together
with the Auditor's Report thereon form part of this Annual Report.
Pursuant to the provisions of Section 136 of the Act, the audited
financial statement including the consolidated financial statement of the Company and all
other documents required to be attached thereto is available on the Company's website
https://www.bhageriagroup.com/financial-information/ and the financial statements of the
subsidiary, as required, is available on the Company's website at
https://www.bhageriagroup.com/ financial-statements-of-subsidiary/.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Act, with respect to Directors
Responsibility statement it is hereby confirmed:
a) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures, if any;
b) that the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis;
e) the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
> Board of Directors o Composition:
The Board of Directors includes the Executive and Independent Directors
so as to ensure proper governance and management. The Board consists of Eight (8)
Directors comprising of Three (3) Executive Directors and Five (5) Independent Directors
including One (1) Woman Director as on March 31, 2024.
(Mr. S.S. Gupta completed his tenure as an Independent Director w.e.f.
closure of business hours of 31st March, 2024.)
There was no change in composition of the Board during the FY 2023-24.
o Director liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act
2013 ('Act'') and the Articles of Association of the Company, Mr. Vikas Bhageria
(DIN: 02976966), Director of the Company, retires by rotation at the forthcoming Annual
General Meeting and being eligible offers himself for re-appointment.
o Reappointment:
The Board, on recommendation of Nomination and Remuneration Committee,
re-appointed Mr. Ganapati Dadasaheb Yadav (DIN 02235661) as a Non-Executive Independent
director of the Company for a second term of Five (5) consecutive years i.e. with effect
from October 21, 2024 to hold office up to October 20, 2029. Accordingly, resolution has
been included in the notice of AGM for approval of the shareholders.
The Board, on recommendation of Nomination and Remuneration Committee,
re-appointed Ms. Ameya Prakash Jadhav (DIN 08696918) as a Non-Executive Independent
director of the Company for a second term of Five (5) consecutive years i.e. with effect
from April 1, 2025 to March 31, 2030. Accordingly, resolution has been included in the
notice of AGM for approval of the shareholders.
> Independent Directors:
All the Independent Directors of the Company have given their
respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8)
of the Listing Regulations and have confirmed that they fulfill the independence criteria
as specified under section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations and have also confirmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence. Further, the Board after taking these declarations/disclosures on
record and acknowledging the veracity of the same, concluded that the Independent
Directors are persons of integrity and possess the relevant expertise and experience to
qualify as Independent Directors of the Company and are Independent of the Management.
The Board is of the opinion that all Directors including the
Independent Directors of the Company possess the relevant expertise and experience in
their respective fields.
The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate Affairs (IICA') in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Out of Four Independent Directors of the Company, Three Independent
Directors are not required to clear Online Proficiency Self-Assessment Test conducted by
Indian Institute of Corporate Affair (IICA) and One Independent Director has cleared the
Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair
(IICA).
> Key Managerial Personnel:
In terms of Section 203 of the Act, the Company has the following Key
Managerial Personnel:
o Mr. Suresh Bhageria, Executive Chairman (WTD) o Mr. Vinod
Bhageria, Managing Director o Mr. Vikas Bhageria, Jt. Managing Director (WTD) o Mr.
Rakesh Kachhadiya, Chief Financial Officer o Mr. Krunal Wala, Company Secretary
(Resigned w.e.f. 31/01/2024)
o Mrs. Deepa Toshniwal, Company Secretary (Appointed
w.e.f.15/02/2024)
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year. The details of
composition of the Board, its committees, their meetings held and attendance of the
Directors at such meetings are provided in the Corporate Governance Report, which is a
part of this Report.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out an evaluation of its performance after taking into
consideration various performance related aspects of the Board's functioning,
competencies, frequency and regularity of meetings, contribution, creation of stakeholder
values, management of current & potential strategic issues, compliance &
governance etc. The performance evaluation of the Board as a whole, Chairman and
NonIndependent Directors was also carried out by the Independent Directors in their
meeting held on January 29, 2024.
Similarly, the performance of various committees, individual
Independent and Non-Independent Directors was evaluated by the entire Board of Directors
(excluding the Director being evaluated) on various parameters like Composition and
Working of Committees, Functioning, Contribution, Independence, Understanding, Knowledge,
Initiative, Integrity, etc.
POLICY ON NOMINATION & APPOINTMENT OF DIRECTOR, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT AND OTHER DETAILS:
The Board of Directors has framed a policy, on the recommendation of
the Nomination & remuneration Committee, which lays down a framework in relation to
appointment and remuneration of its Directors. The policy includes criteria for
determining qualifications, positive attributes, independence of Directors etc., as
required under the provisions of Section 178(3) of the Companies act, 2013 and SEBI (LODR)
regulations 2015. The policy also broadly lays down the guiding principles, philosophy and
the basis for payment of remuneration to the executive & the Non-executive Directors.
The said policy has been posted on the website of the Company at https://www.
bhageriagroup.com/wp-content/uploads/2022/09/10.- Remuneration-policy.pdf. In case of
re-appointment of Nonexecutive & Independent Directors, NRC and the Board takes into
consideration the performance of the Director, based on the Board evaluation and his/her
engagement level during his/ her previous tenure. The same is disclosed in the Corporate
Governance Report forming part of this Annual Report. AUDITORS & AUDITOR'S
REPORT:
> Statutory Auditors:
At the AGM held on July 30, 2022, the Members of the Company approved
the appointment of M/s. Sarda & Pareek LLP, Chartered Accountants, (ICAI Firm
Registration No. 109262W/W100673), as the statutory auditors of the Company for a term of
5 years commencing from the conclusion of the 33rd AGM of the Company till the conclusion
of the 38th AGM of the Company to be held in the year 2027.
The Auditors' Report for financial year 2023-2024 on the financial
statements forms part of this Annual Report. There has been no qualification, reservation
or adverse remark or disclaimer in their Report. The Auditors have also confirmed that
they satisfy the independence criteria required under Companies Act, 2013 and Code of
Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the
last Annual General meeting of the Company.
During the year under review, the Statutory Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
> Cost Auditor:
Pursuant to Section 148 of the Companies Act, 2013, the Board of
Directors on the recommendation of the Audit Committee appointed M/s A V M & Co., Cost
Accountants (ICWAI Firm Registration No. 000458) as the Cost Auditors of the Company for
the Financial Year 2024-25 and has recommended their remuneration to the shareholders for
their ratification at the ensuing Annual General Meeting.
M/s A V M & Co., have given their consent to act as Cost Auditors
and confirmed that their appointment is within the limits of the section 139 of the
Companies Act, 2013. They have also certified that they are free from any
disqualifications specified under Section 141 of the Companies Act, 2013.
As per the requirements of section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts
and records in respect of the applicable products for the year ended March 31, 2024.
> Internal Auditor:
Pursuant to provisions of Section 138 of the Companies Act, 2013 the
Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co.,
Chartered Accountants, (ICAI Firm Registration No. 131308W) as Internal Auditors of the
Company for the financial year ending March 31, 2025.
> Secretarial Auditor:
The Secretarial Audit was carried out by M/s. GMJ & Associates,
Company Secretaries for the Financial Year 2023-2024. The Report given by the Secretarial
Auditors is annexed as Annexure I' to this Report. The report does not
contain any qualification, reservation and adverse remark or declaimer.
During the year under review, the Secretarial Auditors had not reported
any matter under Section 143 (12) of the Act, therefore no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.
In terms of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee
recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company
Secretaries as the Secretarial Auditors of the Company in relation to the financial year
ending March 31, 2025. The Company has received their written consent that the appointment
is in accordance with the applicable provisions of the Act and rules framed there under.
Secretarial Compliance Report: - The Company has undertaken an
audit for the Financial Year ended March 31, 2024 for all applicable compliances as per
the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued
thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates ,
Company Secretaries has been submitted to the Stock Exchanges within 60 days of the end of
the Financial Year.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year under review are set out in Annexure II' of this report. For other
details regarding the CSR Committee, please refer to the Corporate Governance Report,
which is a part of this report. The CSR policy is available on
https://www.bhageriagroup.com/wp-content/ uploads/2023/05/Annexure-B.pdf
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (Rules') are enclosed as Annexure
III' forming part of this Report. The statement containing particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the
Rules also forms part of this Report.
Further, the Report and the Accounts are being sent to the Members
excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement
will be open for inspection upon request by the Members. Any Member interested in
obtaining such particulars may write to the Company at Info@ bhageriagroup.com.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act,
2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure
IV' to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans, guarantees given and investments made during the
year, as required under section 186 of the Companies Act, 2013 and Schedule V of the
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement)
Regulations, 2015, are provided in the Notes to the Standalone Financial Statements.
RELATED PARTY TRANSACTIONS:
Your Company has formulated a policy on related party transactions
which is also available on Company's website at https://www.bhageriagroup.com/wp-content/
uploads/2022/09/8.-RPT-Policy.pdf. This policy deals with the review and approval of
related party transactions. The Board of Directors of the Company has approved the
criteria for making the omnibus approval by the Audit Committee within the overall
framework of the policy on related party transactions. Prior omnibus approval is obtained
for related party transactions which are of repetitive nature and entered in the ordinary
course of business and on an arm's length basis. All related party transactions are placed
before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were
in ordinary course of the business and on an arm's length basis. No material related party
transactions were entered during the Financial Year by your Company. Accordingly, no
disclosure is made in respect of related party transactions, as required under Section
134(3)(h) of the Act in Form AOC-2. Members may refer notes to the financial statements
which sets out related party disclosures pursuant to INDAS-24.
RISK MANAGEMENT:
The Board has in place a Risk Management Committee to frame, implement
and monitor the risk management policy for the Company. The Committee is responsible for
monitoring and reviewing the risk management policy and ensuring its effectiveness. The
Audit Committee of Directors has additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has
adequate internal financial controls and processes for orderly and efficient conduct of
the business including safeguarding of assets, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the accounting records and the timely
preparation of reliable financial information. The Audit Committee evaluates the internal
financial control system periodically and at the end of each financial year and provides
guidance for strengthening of such controls wherever necessary. During the year under
review, no fraud has been reported by the Auditors to the Audit Committee or the Board.
The details in respect of internal control system and their adequacy are included in the
Management Discussion and Analysis, which is a part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism / Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /
Whistle Blower policy has been posted on the website of the Company at https://
www.bhageriagroup.com/wp-content/uploads/2022/09/9.-
Vigil-Mechanism-Whistle-Blower-policy.pdf
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has affirmed with the compliances
of Secretarial Standards issued by Institute of Company Secretaries of India.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
INVESTOR EDUCATION & PROTECTION FUND (IEPF):
During the year, the Company has transferred the unclaimed and
un-encashed dividends of Rs. 18,25,755. Further, 7,334 corresponding shares on which
dividends were unclaimed for seven consecutive years were transferred as per the
requirements of the IEPF Rules. The details of the resultant benefits arising out of
shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed
dividends lying in the unpaid dividend account up to the year, and the corresponding
shares, which are liable to be transferred, are provided in the corporate governance
report. Details of shares/ dividend transferred to IEPF can also be obtained by accessing
https://www.bhageriagroup.com/iepf/.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return in Form MGT-7 as on March 31, 2024 is available on the Company's website at
https://www. bhageriagroup.com/financial-information/.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. The Company affirms that during the year
under review, the company has complied with the provisions relating to Internal Complaints
Committee and no complaints were received by the Committee for redressal.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of business ethics. In
recognition thereof, the Board of Directors has implemented a Code of Conduct for
adherence by the Directors, Senior Management Personnel and Employees of the Company. The
Code of Conduct is dealing with ethical issues and also fosters a culture of
accountability and integrity. The Code is in accordance with the requirements of Listing
Regulations and has been posted on the Company's website at
https://www.bhageriagroup.com/wp-content/ uploads/2022/09/4.-Code-of-Conduct.pdf
All the Board Members and Senior Management Personnel have confirmed
compliance with the Code.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliances, environmental regulations and
preservation of natural resources at the Plants.
CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company as on
date of this Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes affecting the financial position of the
Company between the end of the financial year and date of report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
The Company (along with certain current and/or former Directors / Key
Managerial Personnel's) has filed Compounding Application before the Regional Director,
Western Region for contravention under Section 148 read with Section 147(1) of the
Companies Act, 2013 for delay in filing the Cost Audit Report with the Central Government
within the stipulated time limit for the financial years 2014-15, 2015-16, 2016-17 and
2017-18. The Regional Director, Western Region vide its orders dated September 7, 2023 has
agreed to compound the alleged offences applied for, subject to payment of compounding
fees of Rs. 2,90,000/- (Rupees Two Lakh Ninety Thousand) by the Company and Rs. 4,14,000/-
(Rupees Four Lakhs Fourteen Thousand) by the current and/or former Directors / Key
Managerial Personnel's. These compounding fees have been paid.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
No application made and no such proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the financial year 2023-24.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and
Exchange Board of India's Corporate Governance practices and have implemented all the
stipulations prescribed. The Company has implemented several best corporate governance
practices.
The Management Discussion & Analysis Report and Corporate
Governance together with the Certificate from the Statutory Auditors of the Company
regarding compliance with the requirements of Corporate Governance as stipulated in
Listing Regulations, form an integral part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT: Pursuant to
Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility &
Sustainability Report depicting initiatives taken by the Company from an environmental,
social and governance perspective is available as a separate section of this Annual
Report.
APPRECIATION:
Your Directors would like to express their sincere appreciation to the
company's Shareholders, Vendors and Stakeholders including Banks, Government authorities,
other business associates, who have extended their valuable sustained support and
encouragement during the year under review. Your Directors also wish to place on record
their appreciation for the hard work, solidarity, cooperation and support of employees at
all levels.
Registered Office: |
For and on behalf of the Board of Directors |
1002, Topiwala Centre, |
BHAGERIA INDUSTRIES LIMITED |
Off S. V. Road, Goregaon [West], |
|
Mumbai -400062. |
|
Date: May 27, 2024 |
|
|
SURESH BHAGERIA |
|
CHAIRMAN |
|
(DIN:00540285) |