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Directors Report of Bagadia Colourchem Ltd.

Mar 31, 2014

The Members,

Bagadia Colourchem Limited

The Board of Directors have pleasure in presenting before you the 29th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2014.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2014 are briefly given below:-

2013-2014 2012-2013 (Rs.) (Rs.)

Sales (Net of Tax) & Other Income 3,37,50,490 10,84,11,881 Profit before Interest,

Depreciation & Income Tax (44,34,116) 70,96,063

Less : Interest 1,87,165 5,57,263

Depreciation 29,86,762 32,09,904 Profit / (Loss) for the

Year before tax (76,08,043) 33,28,896

Less: Provision for Tax - 1-1,12,745

Deferred Tax (3,87,961) (6,01,500)

Earlier Year 31,938 (2,58,516)

Profit/(Loss) after Tax (72,52,020) 30,76,167

2. MANAGEMENT DISCUSSION & ANALYSIS REPORT

During the year under review the Revenue from Operations of the Company was Rs. 320.68 Lacs as against Rs. 1039.36 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 143.24 Lacs as against Rs. 768.33 Lacs of the previous year. The Company has incurred the Loss before Tax of Rs. 76.08 Lacs as against the Profit of Rs. 33.28 Lacs of the previous year.

However due to continued recession globally, the flow of Export Orders is affected and the Current Financial Year i.e. 2014-2015 would also be one of the difficult Years for the Company. Indian Local Market is also not encouraging, and there are almost no orders in hand, which would improve the performance and profitability of the Company.

3. 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.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS / KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation, during that period. The term of appointment of Mr. N. R. Bagadia as Chairman & Managing Director and that of Ms. Sangeeta Bagadia as the Director - Marketing are due to expire on 30* September, 2014 and 31st December, 2014 respectively.

However, due to the sharp decline in the business and losses incurred by the Company, the Board of Directors have reconsidered the remuneration payable to Mr. Natwarlal R. Bagadia, Chairman and Managing Director and with his consent has decided to stop the payment of remuneration to him w.e.f 1st April, 2014. However, the Board has decided to continue with the present remuneration payable to Ms. Sangeeta S. Bagadia, Director- Marketing of Rs.50,000/- per month. Accordingly, necessary Resolutions for their reappointment have been recommended for your approval and the Board of Directors recommends the same for your approval.

The Board has also reduced the payment of remuneration payable to Mr. Sushil Bagadia as Chief Executive Officer (CEO) to Rs.20,000/- per month from Rs. 1,00,000/- per month which was approved by the Shareholders in their 28th Annual General Meeting held on 12* August, 2013.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, having Firm Registration No. FRN 120915W will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year. As required per proviso to Section 139 of the Companies Act, 2013, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Section 139 of the Companies Act, 2013.

7. AUDITORS'' QUALIFICATIONS

As regards Auditors'' Qualifications in respect of non compliance of AS-28 ''Impairment of Assets'', and non maintenance of Cost Records, the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:-

a) Under Section 217 (2A) of the Companies Act, 1956

Information as per Section 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

b) Under Section 217 (1) (e) of the Companies Act, 1956

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report.

The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

c) Information about Foreign Exchange

Foreign Exchange Earnings : Rs. 1,43,23,774/- Foreign Exchange Outgo : Rs. 1,61,000/-

d) Disclosure under Stock Exchange Requirements

Disclosure under SEBI Circular dated 29th April, 1998

The Equity Shares of the Company are listed on BSE Ltd. [Formerly known as Bombay Stock Exchange Ltd.]

The Company has already paid the necessary Listing Fees of the Exchange till the financial year 2014-2015.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the annual accounts for the period ended 31st March, 2014, the applicable accounting standards, except AS 28 had been followed along with proper explanation relating to material departures.

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 Loss of the Company for that period.

c) That 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 Cqtnpany and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

11. 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

Place : Pune N. R. Bagadia Date :1st July, 2014 Chairman & Managing Director


Mar 31, 2013

To The Members of Bagadia Colourchem Limited

The Board of Directors have pleasure in presenting before you the 28th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2013.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2013 are briefly given below:-

2012-2013 2011-2012 (Rs.) (Rs.)

Sales (Net of Tax) & Other Income 10,84,11,881 12,01,56,465

Profit before Interest,

Depreciation & Income Tax 70,96,063 69,85,645

Less : Interest 5,57,263 4,59,902

Depreciation 32,09,904 31,88,450

Profit / (Loss) for the Year before tax 33,28,896 33,37,293

Less : Provision for Tax 11,12,745 13,45,000

Deferred Tax (6,01,500) (2,50,188)

Earlier Year (2,58,516) 15,10,568

Profit/(Loss) after Tax 30,76,167 7,31,913

2. MANAGEMENT DISCUSSION & ANALYSIS REPORT

During the year under review the Revenue from Operations of the Company was Rs.1039.36 Lacs as against Rs. 1159.49 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 768.33 Lacs as against Rs. 814.07 Lacs of the previous year. The Company has earned the Profit before Tax of Rs. 33.28 Lacs as against the Profit of Rs. 33.37 Lacs of the previous year.

However due to continued recession globally, the flow of Export Orders is affected and the Current Year i.e. 2013-2014 would be one of the difficult Years for the Company. Indian Local Market is also not encouraging, and there are almost no orders in hand, which would affect the performance and profitability of the Company.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the marginal Profit earned by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS

Mr. Sushil N. Bagadia and Mr. Vilas B. Jagtap, Directors of the Company retire by rotation. Mr. Vilas B. Jagtap offers himself for reappointment. Mr. Sushil Bagadia, Joint Managing Director has informed his unwillingness and inability to continue as Director of the Company, hence did not offer himself for reappointment. Accordingly he will also cease to be the Joint Managing Director of the Company. However for the time being, he has kindly consented to work as the "Chief Executive Officer [CEO]" of the Company. Necessary Resolution for your approval u/s 314 of the Companies Act, 1956 is recommended for your approval.

Ms. Sneha Sushil Bagadia, highly-motivated Management graduate is proposed to be appointed as Director of the Company, subject to the approval of the Shareholders in ensuing Annual General Meeting. If appointed her appointment shall be subject to retirement by rotation.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year.

As required per proviso to Section 224(1) of the Companies Act, 1956, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Section 224 (1)(B) of the Companies Act,1956.

7. AUDITORS'' QUALIFICATIONS

As regards Auditors'' Qualifications in respect of non compliance of AS-28 ''Impairment of Assets'', and non maintenance of cost records, the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 as amended, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:- a) Under Section 217 (2A) of the Companies Act, 1956

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

b) Under Section 217 (1) (e) of the Companies Act, 1956

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report. The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

c) Information about Foreign Exchange

Foreign Exchange Earnings - Rs. 7,68,32,896/- Foreign Exchange Outgo - Rs. 1,74,715/-

d) Disclosure under Stock Exchange Requirements

Disclosure under SEBI Circular dated 29th April, 1998 The Equity Shares of the Company are listed on BSE Ltd. [Formerly known as Bombay Stock Exchange Ltd.] The Company has already paid the necessary Listing

Fees of the Exchange till the financial year 2013-2014.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the Annual Accounts for the period ended 31st March, 2013, the applicable accounting standards, except AS 28 had been followed along with proper explanation relating to material departures.

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 of the Company for that period.

c) That 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) That the Directors had prepared the Annual Accounts on a going concern basis.

11. 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



Place : Pune N. R. Bagadia

Date : 15th July, 2013 Chairman & Managing Director


Mar 31, 2011

The Members,

The Board of Directors have pleasure in presenting before you the 26th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2011.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2011 are briefly given below:- 2010-2011 2009-2010 (Rs.) (Rs.)

Sales and Other Income 9,77,46,232 9,27,21,748

Profit / (Loss) before 56,57,801 57,98,222 Interest,Depreciation & Taxation

Less :-

Finance Cost 3,96,211 3,76,177

Depreciation 33,06,118 33,61,912

Profit / (Loss) before tax 19,55,472 20,60,133

Less :- Provision For Tax 11,27,000 12,13,500

Deferred Tax (4,78,726) (4,16,635)

Earlier Year 6,772 (36,933)

Profit / (Loss) after 13,00,426 13,00,201 Taxation

Add :- Balance brought forward from previous year 31,25,529 18,25,328

Balance transferred to 44,25,955 31,25,529

Balance Sheet

2. MANAGEMENT DISCUSSION & ANALYSIS REPORT

During the year under review the Sales of the Company were Rs.969.08 Lacs as against Rs. 914.97 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 629.55 Lacs as against Rs. 642.90 Lacs of the previous year. The Company has earned the Profit before Tax of Rs. 19.55 Lacs as against the Profit of Rs. 20.60 Lacs of the previous year.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the marginal Profit earned by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS

Mr. Vilas Jagtap and Mr. Shashikant Kakade Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

The terms of appointment of Mr. N. R. Bagadia and Mr. Sushil Bagadia as the Chairman & Managing Director and Joint Managing Director respectively are due to expire on 30th September, 2011. The term of appointment of Mrs. Sangeeta Sushil Bagadia as Director - Marketing is due to expire on 31st December, 2011. Necessary Resolutions for their re-appointments have been recommended for your approval, and the Board of Directors recommends the same for your approval.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year.

As required per proviso to Section 224(1) of the Companies Act, 1956, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Section 224 (1)(B) of the Companies Act,1956.

7. AUDITORS' QUALIFICATIONS

As regards Auditors' Qualifications in respect of non compliance of AS-28 'Impairment of Assets', the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 as amended, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:- A) Under Section 217 (2A) of the Companies Act, 1956.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

B) Under Section 217 (1) (e) of the Companies Act, 1956.

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report.

The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

C) Information about Foreign Exchange

Foreign Exchange Earnings : - Rs. 6,29,55,180/-

Foreign Exchange Outgo :- Rs. 1,77,685/-

D) Disclosure under Stock Exchange Requirements

(i) Disclosure under SEBI Circular dated 29th April, 1998

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd.

The Company has already paid the necessary Listing Fees of the Exchange till the financial year 2011- 2012.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the annual accounts for the period ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 of the Company for that period.

c) That 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) That the Directors had prepared the annual accounts on a going concern basis.

11. 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

Place : Pune Date : 9th August, 2011


Mar 31, 2010

The Board of Directors have pleasure in presenting before you the 25th Annual Report and Audited Statements of Accounts for the year ended as on 31st March, 2010.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2010 are briefly given below:-

2009-2010 2008-2009 (Rs.) (Rs.)

Sales and Other Income 9,27,21,748 8,79,38,419

Profit / (Loss) before Interest,

Depreciation & Taxation 57,98,222 54,51,016

Less :-

Finance Cost 3,76,177 3,06,172

Depreciation 33,61,912 33,12,631

Profit/(Loss) before tax 20,60,133 18,32,213

Less :- Provision For Tax 12,13,500 10,18,000

Deferred Tax (4,16,635) (4,07,526)

Earlier Year (36,933) 2,66,736

Fringe Benefit Tax Nil 57,719

Profit / (Loss) after Taxation 13,00,201 8,97,284

Add .- Balance brought

forward from previous year 18,25,328 9,28,044

Balance transferred to 31,25,529 18,25,328

Balance Sheet

2 . MANAGEMENT DISCUSSION & ANALYSIS REPORT

As the Shareholders of the Company are aware the Company during the Year under Report has shifted its Registered Office from Pune to Vileparle (West) Mumbai.

Mumbai being the financial capital base and business centre of the Country the Directors were of view that the Company can carry on its business more economically and efficiently by shifting its Registered Office and business place from Pune to Mumbai. Hence the Company decided to shift its Registered Office and business place from Pune to Mumbai at

Shaniya Enclave, 5th Floor, V. P. Road, Vile Parle (West), Mumbai 400056. Necessary approval of the Shareholders was sought by the Resolution under the Postal Ballot. The Company has since completed all the necessary formalities in this connection, and the Registered Office of the Company is shifted to Mumbai.

During the year under review the Sales of the Company were Rs. 914.97 Lacs as against Rs. 892.31 Lacs of the previous year. The export turnover of the Company during the year under report was Rs. 642.90 Lacs as against Rs. 529.03 Lacs of the previous year. The Company has earned the Profit before Tax of Rs. 20.60 Lacs as against the Profit of Rs. 18.32 Lacs of the previous year.

3. DIVIDEND

The Directors regret their inability to recommend any Dividend on the Equity Shares of the Company, due to the marginal Profit earned by the Company.

4. FIXED DEPOSITS

The Company has not accepted any fixed deposits.

5. DIRECTORS

Mr. Sushil Bagadia and Mr. Dattatraya M. Mehta Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

6. AUDITORS

The present Auditors M/s S. G. Shende & Co., Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting. They have informed their willingness to continue for the Current Year.

As required per proviso to Section 224(1) of the Companies Act, 1956, a written Certificate has been obtained by the Company from the Auditors certifying that if they are appointed as the Auditors of your Company, such appointment would be within the limits specified in Seciion 224 (1)(B) of the Companies Act,1956.

7. AUDITORS QUALIFICATIONS

As regards Auditors Qualifications in respect of non compliance of AS-28 Impairment of Assets, the Directors are of the opinion that considering the overall size of the business and Assets, observation of AS-28 is not feasible.

8. COMPLIANCE CERTIFICATE

Pursuant to the provisions of Section 383A of the Companies Act, 1956 as amended, the Compliance Certificate issued by a Company Secretary in Whole time Practice viz. Shekhar Ghatpande & Co., Company Secretaries is attached herewith.

9. ADDITIONAL INFORMATION:-

A) Under Section 217 (2A) of the Companies Act, 1956.

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has not been furnished since no employee received the remuneration beyond the limits specified therein.

B) Under Section 217 (1) (e) of the Companies Act, 1956.

Wherever possible energy conservation measures have been implemented. The efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. The statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is given in the Annexure forming part of this Report.

The Company has not imported any technology and there is no technical collaboration, with any party, for the present activities of the Company.

C) Information about Foreign Exchange.

Foreign Exchange Earnings : - Rs. 6,42,90,428/-

Foreign Exchange Outgo :- Rs. 1,82,265/-

D) Disclosure under Stock Exchange Requirements

(i) Disclosure under SEBI Circular dated 29rh April, 1998

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd.

The Company has already paid the necessary Listing Fees of the Exchange till the financial year 2010-2011.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) as amended by the Companies (Amendment) Act, 2000 the Directors hereby state:

a) That while preparing the annual accounts for the period ended 31s1 March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 of the Company for that period.

c) That 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) That the Directors had prepared the annual accounts on a going concern basis.

11. 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

Place : Pune N.R. Bagadia

Date : 10th August, 2010 Chairman & Managing Director

 
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