Home  »  Company  »  BDH Industries  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of BDH Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting Twenty Fifth Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS :

The financial performance of the Company is summarized below :-

(Rs,in Lakhs)

Particulars 2014-2015 2013-2014

Sales (Gross) 4512.57 4310.17

Sales (Net) 4461.36 4263.59

Other Income 121.73 124.42

Total Income 4583.10 4388.01

Profit before Interest and Depreciation 502.06 490.12

Less : Interent 48.15 73.95

Depreciation 74.47 75.69

Profit before tax 379.44 340.48

Less : Provision for Taxation 132.00 115.19

Deferred Taxation (9.53) (4.49)

Net Profit After Tax 256.97 229.78

Add : Surplus Brought Forward from the previous year 965.89 871.62

Balance available for Appropriation 1222.86 1101.40

Less : Transfer to General Reserve 38.55 34.47

Less : Provision for Dividend 97.87 69.06

Less : Tax on Dividend 20.36 11.74

Less: Provision for Retirement Benefit (20.21) 20.21

Less : Depreciation on transition to Schedule II of the

Companies Act, 2013 (Net of Deferred Tax) 61.50 0.00

Balance carried forward to Balance Sheet 1024.78 965.89

REVIEW OF OPERATIONS :

During the year 2014-15 Company achieved Sales (Net) of Rs, 4461.36 Lakhs as compared to Rs, 4263.59 Lakhs in the previous year registering growth by 4.6% over previous year. The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs, 490.12 lakhs in previous year to Rs, 502.06 lakhs in 2014-15. The Company earned Net Profit of Rs, 256.97 lakhs during the year as against Rs, 229.78 lakhs as in previous year thereby showing growth of 12% in Net Profit after Tax. Your Directors have approved a transfer of Rs, 38.55 lakhs to General Reserve for the year ended 31st March 2015 as against an amount of Rs, 34.47 lakhs in previous year. After adding the surplus brought forward from previous year of Rs, 965.89 lakhs, Rs,1024.78 lakhs is carried to the Balance Sheet as surplus in Statement of Profit & Loss.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

No event occurred between the end of the year to which the financial statements are related and the date of report that would materially change or affect the financial position of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY :

There has been no material change in the nature of business during the financial year under review.

DIVIDEND :

Your Directors are pleased to recommend dividend of Rs, 1.40/- per equity share of Rs, 10/- each (previous year Rs, 1.20/- per share) plus Special Silver Jubilee Dividend of Rs, 0.30 per equity share of Rs, 10/-, hence total dividend recommended is Rs, 1.70 per equity share of Rs, 10/- each for financial year ended 31st March, 2015. The said dividend on equity shares is subject to the approval of the shareholders at the Annual General Meeting. The total cash outflow on account of dividend payment, including distribution tax will be Rs,117.80 lakhs. The dividend is tax free in the hands of shareholders.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors at present has six members Mrs. Jayashree Nair, is the Chairperson and Managing Director of the Company. She was appointed as Managing Director of the Company for a period of three years with effect from 1st April 2014 as approved by the members at the 23rd Annual General Meeting. Mr. S.C. Kachhara is the Executive Director & Chief Financial Officer of the Company. He was appointed as Executive Director of the Company for a period of three years with effect from 1st April 2014 as approved by the members at the 23rd Annual General Meeting. Mr. S. C. Kachhara was also re-designated the Chief Financial Officer of the Company with effect from 28th May 2014 in compliance with section 203 of the Companies Act 2013. Mr. S. C. Kachhara (DIN 00019666) retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. Accordingly, the Board recommends his re-appointment.

There are three Independent Directors on the Board of the Company - Mr. A.V. Menon (DIN-00019770), Dr. Dinesh Variar (DIN- 00019721) and Mr. Bhagirath Singh Sihag (DIN-00155407). In order to comply with the requirements of Section 149(4) and 149(5) of the Companies Act 2013, the Board of Directors recommended the appointment of the three Independent Directors as Independent Directors under the provisions of the Companies Act 2013, subject to the approval of the members at the 24th Annual General Meeting. The approval of members was obtained by postal ballot, e-voting and poll at the 24th Annual General Meeting and the results were announced to the stock exchange. The terms of appointment for the Independent Directors were issued by way of letter duly signed by Chairperson of the Board.

There is one Non- Executive Director on the Board of the Company - Mrs. Karthika Nair (DIN-00019695). To comply with the requirement of Section 203 of the Companies Act 2013, Mrs. Jayashree Nair, Managing Director, Mr. S. C. Kachhara, Executive Director and Chief Financial Officer and Ms. Nikita Phatak, Company Secretary of the Company have been re-designated as the Key Managerial Personnel of the Company. The Board of Directors met five times during the year on 28th May 2014, 12th August 2014, 17th September 2014, 14th November 2014 and 12th February 2015. The Policy for selection of Directors and determining independence of a director and Remuneration Policy for Directors, Key Managerial Personnel and another employees is attached herewith as Annexure III(A) and Annexure III(B) to this report.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors on the Board of the Company have submitted their declaration stating that they meet the criteria of independence under section 149(6) of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 have 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 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 Company has complied with the requirements of Corporate Governance as stipulated under Listing Agreement and a Corporate Governance Report is part of this Annual Report. A certificate from Statutory Auditor of the Company on compliance of the conditions stipulated for Corporate Governance under Clause 49 of the Listing Agreement is attached to this report. A declaration by the Managing Director pursuant to clause 49 of the Listing Agreement regarding adherence to the Code of Conduct by the Members of the Board and by the Members of the Senior Management Personnel of the Company is also attached to this report.

LISTING WITH STOCK EXCHANGE :

The equity shares of the Company are listed with Bombay Stock Exchange Limited. The annual listing fee for year 2015-2016 has been promptly paid by the Company.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize impact of these risks and a process to monitor them on regular basis.

RELATED PARTY TRANSACTIONS :

There were no materially significant related party transactions during the year that have any potential confect with the interests of the Company. The transactions with related parties are disclosed in the notes to the financial statements. Form AOC-2 prescribed under the Companies Act 2013 and Companies (Accounts) Rules, 2014 is furnished as Annexure V to this report.

VIGIL MECHANISM :

The Company has established a Vigil Mechanism for Directors and employees to report their genuine concerns or grievances. The Whistle Blower Policy is adopted which provides safeguards against victimization of the Whistle Blower. The employees of the Company are free to report any concerns of unethical behavior, suspected fraud or violation of laws to the Audit Committee under this policy.

FORMAL ANNUAL EVALUATION :

As required under Schedule IV of the Companies Act 2013 and Clause 49(II)(B)(6) of the Listing Agreement the Independent Directors at their separate meeting held on 12th February 2015 evaluated the performance of the non-independent directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-Executive Director and also assessed the quality, quantity and timeliness of fort of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

Also as required under Clause 49 of the Listing Agreement, the Board assessed the performance of the Independent Directors as per the criteria laid down and have recommended their continuation on the Board. The Board of Directors assessed the performance of the individual directors on the Board based on parameters such as relevant experience and skills, focus on shareholder value creation, governance standards, knowledge of business, processes and procedures followed, integrity, relationship with Management, impact on key management decisions etc. The Members of the Committee of audit, nomination and remuneration, shareholders / investors grievance and share transfer were also assessed on the above parameters and also in context of the Committee's effectiveness vis-à- vis the Companies Act 2013 and the Listing Agreement.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

FIXED DEPOSIT :

The Company has not invited / accepted any deposits during the period under review as envisaged under Sections 73, 74 and 76 of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES AND 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 guarantees other than bank guarantees into the normal course of business to meet the contractual obligations. The Board of Directors have authorized the Company to invest the surplus of the Company 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, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3)of Companies (Accounts)Rules, 2014, Chapter XI, particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure IV to this Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION :

The Company has maintained cordial and harmonious relations with all its employees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 none of the Directors/Employees are drawing remuneration / salaries in excess of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

ENVIRONMENT, HEALTH & SAFETY :

The Company continued its commitment to environment protection and industrial safety. Our manufacturing facility is accredited with WHO-GMP and complies with applicable environmental regulations. The Company also received ISO 9001:2008 Certificate from SGS United Kingdom Limited. Periodical audits are done internally to assess the efficiency of the plant. The Company conducts medical check-up programs, first aid courses and fire safety sessions for employees. The Company has also upgraded the fire fighting system during the year.

EXTRACT OF ANNUAL RETURN :

The Extract of Annual Return of the Company as on 31st March 2015 is annexed herewith as Annexure I to this Report.

AUDITORS AND AUDITORS' REPORT :

STATUTORY AUDIT :

M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Auditors Report read with notes to financial statements are self- explanatory.

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, Mr. J. H. Ranade, Company Secretary in practice was appointed to conduct Secretarial Audit. The Secretarial Report for the year ended 31st March, 2015 is annexed as Annexure II to this report.

RATIO OF REMUNERATION :

As required under Section 197(12) of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnal) Rules, 2014 the required details are given below :

a. Directors Ratio to median Remuneration Mrs. Jayashree Nair 24:1

Mr. S. C. Kachhara 24:1

Mr. A. V. Menon 0.20:1

Dr. Dinesh Variar 0.20:1

Mr. Bhagirath Singh Sihag 0.20:1

Mrs. Karthika Nair 0.20:1

b. The percentage increase in remuneration of Mrs. Jayashree Nair, Managing Director is 67%, Mr. S. C. Kachhara, Executive Director & Chief Financial Officer is 67% (as approved by members in 23rd Annual General Meeting) and Ms. Nikita Phatak, Company Secretary is 11%.

c. The median remuneration of employees increased by 11% in the financial year.

d. There are 162 permanent employees on the rolls of Company.

e. The Company's PAT increased from Rs, 229.78 lakhs in 2013-14 to Rs, 256.97 lakhs in 2014-15, an increase of 12% against which the average increase in remuneration is 11% and this increase is aligned with the Company's Remuneration Policy.

f. The aggregate remuneration of key managerial personnel (KMP) is Rs, 96.70 lakhs, revenue of the Company during the year is Rs, 4583.10 lakhs and the remuneration of KMP is 2% of the revenue.

g. The market capitalization of the Company as on 31st March 2015 was Rs, 29.91 crores and as on 31st March 2014 was Rs, 11.40 crores. The PE ratio of the Company as on 31st March 2015 was 11.64 and as on 31st March 2014 was 4.96.The Company made a public offer of equity shares (of face value Rs, 10/- each share) at premium (of Rs, 30/- each share) in the year 1995.

h. The average percentile increase in salaries of employees other than managerial personnel is 11% and increase in managerial remuneration is 67% as approved by the members at the 23rd Annual General Meeting.

i. There is no variable component linked to various parameters - financial and non-financial in the remuneration availed by the directors.

j. During the year there was no employee, who is not a director of the Company and received remuneration in excess of the highest paid director.

k. We affirm that remuneration paid is as per Remuneration Policy of the Company.

GENERAL:

The Company has constituted 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. Your Directors further state the during the year under review, there was no complaint fled pursuant to said Act.

APPRECIATION :

Your Directors thank statutory authorities and bankers for co-operation extended by them to the Company. Your Directors place on record their sincere appreciation of the continued support by the employees and finally thank all shareholders for the trust placed by them with the Company.

FOR AND ON BEHALF OF THE BOARD

Place Mumbai Jayashree Nair

Date 27th May, 2015 Chairperson & Managing Director

Registered Office :

Nair Baug, Akurli Road,

Kandivli (East), Mumbai 400101

Tel. No. :022-61551234

- Fax No. :022-28868349

Email: investor.bdh@mtnl.net.in

- Website : www.bdhind.com

CIN - L24230MH1990PLC059299


Mar 31, 2014

THE MEMBERS,

BDH INDUSTRIES LIMITED

The Directors have pleasure in presenting Twenty Fourth Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

The financial performance of the Company is summarized below :-

(Rs. in Lakhs) Particulars 2013-2014 2012-2013

Sales (Gross) 4310.17 4172.59

Sales (Net) 4263.59 4053.33

Other Income 124.42 76.48

Total Income 4388.01 4129.81

Profit before Interest and Depreciation 490.12 403.69

Less : Interest 73.95 82.88

Depreciation 75.69 72.46

Profit before Tax 340.48 248.35

Less Provision for Taxation 115.19 80.66

Deferred Taxation (4.49) 0.43

Net Profit After Tax 229.78 167.26

Add Surplus Brought Forward from the previous year 871.62 779.63

Balance available for Appropriation 1101.40 946.89

Less Transfer to General Reserve 34.47 8.36

Less Provision for Dividend 69.09 57.57

Less : Tax on Dividend 11.74 9.34

Less Provision for Retirement Benefit 20.21 -

Balance carried forward to Balance Sheet 965.89 871.62

REVIEW OF OPERATIONS :

During the year 2013-14 Company achieved Sales (Net) of Rs. 4263.59 Lakhs as compared to Rs. 4053.33 Lakhs in the previous year registering growth by 5% over previous year.

The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 403.69 lakhs in previous year to Rs. 490.12 lakhs in 2013-14. The Company earned Net Profit of Rs. 229.78 lakhs during the year as against Rs. 167.26 lakhs as in previous year thereby showing growth of 37% in Net Profit after Tax.

After adding the surplus brought forward from previous year of Rs. 871.62 lakhs, Rs. 965.89 lakhs is carried to the Balance Sheet as surplus in Statement of Profit & Loss.

DIVIDEND :

Your Directors are pleased to recommend dividend of Rs. 1.20/- per equity share of Rs. 10/- each (previous year Rs. 1/- per share) for financial year ended 31st March, 2014. The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting. The total cash outflow on account of dividend payment, including distribution tax will be Rs. 80.83 lakhs. The dividend is tax free in the hands of shareholders.

SHARE LISTING :

The Equity shares of the Company are listed on Bombay Stock Exchange. The Listing fee for year 2014-2015 has been paid by the Company.

FUTURE PROSPECTS :

Your Company is accredited with WHO GMP Certificate which is renewed for two years as per WHO Guidelines. ISO 9001-2008 Certificate from SGS United Kingdom Limited has been renewed for three years.

The implementation of technology in production process has improved the operations of the Company. The modern technology speeds up the manufacturing processes, increases the production capacity thereby reducing the cost and also complies with guidelines relating to Current Good Manufacturing Practices. The introduction of shrink packaging has reduced the cost of packaging material.

We have been registering products with various countries. Also there are visits by various MOH (Ministry of Health) of various Governments as well as customers. Our manufacturing facilities are monitored and approved by regulatory authorities.

Pharma business has detailed procedure for registration and it takes nearly 6 months to 24 months for completing the registration and begining of business. The gestation period is high due to various stages of operation by every country in their own way.

The medicines are marketed at the lowest prices in the world at the same time high standard is maintained. Being in pharma sector, inspite of limitations the future growth in business is expected in Domestic as well as Export markets.

FIXED DEPOSIT :

The Company has not invited / accepted any deposits from the Public within the meaning of Section 58AA of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION:

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors)Rules, 1988 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure I and forms part of the Annual Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION :

The Company has maintained cordial and harmonious relations with all its employees.

PERSONNEL:

None of the Directors/Executives/Employees are drawing remuneration / salaries in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- per month if employed for the part of the year and thus no separate disclosure is required to be made under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

COST AUDIT :

Pursuant to the provisions of the section 233B of the Companies Act 1956 and with prior approval of Central Government, Krishna S & Associates, Cost Accountants were appointed as the Cost Auditors to conduct audit of cost records of Company for financial year ended 2013-14. The Cost Audit Report for the financial year 2012-13 which was due to be filed with the Ministry of Corporate Affairs was filed on 28th September 2013.

ENVIRONMENT, HEALTH & SAFETY :

Our manufacturing facility has achieved ISO 9001:2008 certification and complies with applicable environmental regulations. The Company conducts medical check-up programs for employees. The Company also conducts Basic First Aid Course and Fire Safety Sessions for employees.

RESEARCH AND DEVELOPMENT :

The in-house R&D constantly monitors the manufacturing process to improve yields and quality making it eco friendly and cost effective. We also improve upon packaging and make products more patient friendly. We also strengthen our need for R&D by taking co-operation from various research institutes.

BOARD OF DIRECTORS :

Mr. S. C. Kachhara and Mrs. Karthika Nair retire by rotation at the forthcoming Annual General Meeting, being eligible and offer themselves for re-appointment. Accordingly, the Board recommends their re-appointment.

Mr. A. V. Menon, Dr. Dinesh Variar and Mr. Bhagirath Singh Sihag are being re-appointed as Independent Directors for a period of five years till 31st March 2019 under the provisions of section 149 of the Companies Act, 2013.

A brief note on the Directors retiring by rotation and eligible for re-appointment as well as Independent Directors being appointed is furnished in the Report on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(AA) of the Companies Act, 1956, the Directors confirm that :

In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

Such accounting policies have been selected and consistently applied and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended 31st March 2014.

To the best of knowledge and information, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE :

As per the listing agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance together with a certificate from Statutory Auditor forms part of this report.

AUDITORS AND AUDITORS'' REPORT :

M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Auditors Report read with the notes to accounts are self- explanatory.

APPRECIATION :

The Board of Directors thank Central Bank of India, Food & Drugs Control Administration, Director General of Foreign Trade and Statutory authorities for their support and co-operation to the Company.

Your Directors place on record their appreciation of the contribution made by all the employees and finally thank all the shareholders of the Company for their continued confidence and trust placed by them with the Company.

FOR AND ON BEHALF OF THE BOARD Place Mumbai Jayashree Nair Date 28th May, 2014 Chairperson & Managing Director

Registered Office : Nair Baug, Akurli Road, Kandivli (East), Mumbai 400101 Tel. No. :022-61551234 Fax No. :022-28868349 Email: investor.bdh@mt.nl.net.in Website : www.bdhind.com CIN - L24230MH1990PLC059299


Mar 31, 2013

To, THE MEMBERS of BDH INDUSTRIES LIMITED

The Directors have pleasure in presenting Twenty Third Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

(Rs. in Lakhs) Particulars 2012-2013 2011-2012

Sales (Gross) 4172.59 4165.64

Sales (Net) 4053.33 4015.04

Other Income 76.48 13.92

Total Income 4129.81 4028.96

Profit before Interest and Depreciation 403.69 349.95

Less : Interest 82.88 93.02

Depreciation 72.46 96.17

Profit before tax 248.35 160.76

Less : Provision for Taxation 80.66 60.47

Deferred Taxation 0.43 (8.31)

Net Profit After Tax 167.26 108.60

Add : Surplus Brought Forward from the previous year 779.63 716.49

Balance available for Appropriation 946.89 825.09

Less : Transfer to General Reserve 8.36 5.43

Less : Provision for Dividend 57.57 34.54

Less : Tax on Dividend 9.34 5.60

Less : Provision no longer required (0.11)

Balance carried forward to Balance Sheet 871.62 779.63



REVIEW OF OPERATIONS :

During the year 2012-13 Company achieved Sales (Net) ofRs. 4053.33 Lakhs as compared to Rs. 4015.04 Lakhs in the previous year.

The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 349.95 lakhs in previous year to Rs. 403.69 lakhs in 2012-13. The Company earned Net Profit of Rs. 167.26 lakhs during the year as against Rs. 108.60 lakhs as in previous year thereby showing growth of 54% in Net Profit after Tax.

After adding the surplus brought forward from previous year of Rs. 779.63 lakhs, Rs. 871.62 lakhs is carried to the Balance Sheet as surplus in Statement of Profit & Loss.

DIVIDEND :

Your Directors are pleased to recommend a dividend of Rs. 1.00 (Rupee one only) per equity share of Rs. 10/- each for the financial year ended 31st March, 2013. The dividend, if approved by the shareholders, will entail a payout of Rs. 66.91 lakhs including dividend distribution tax of Rs. 9.34 lakhs. The dividend is tax free in the hands of shareholders.

SHARE LISTING :

The equity shares of the Company are listed on Bombay Stock Exchange. The listing fee for year 2013-14 has been paid by the Company.

FUTURE PROSPECTS :

Your Company is accredited with WHO GMP Certificate and the same is under renewal. The Company is also accredited with ISO 9001- 2008 Certificate from SGS United Kingdom Limited.

The implementation of modern technology in the production processes shall yield better results. Consistent efforts are made to introduce technology upgradation and comply with guidelines relating to Good Manufacturing Practices.

We have been registering products with various countries. Also there are visits by various MOH (Ministry of Health) of various Governments as well as customers. Our manufacturing facilities are monitored and approved by regulatory authorities.

Pharma business has detailed procedure for registration and it takes nearly 6 months to 24 months for completing the registration and begining of business. The gestation period is high due to various and multiple stages of operation by every country in their own way.

The medicines are marketed at the lowest prices in the world at the same time high standard is maintained. Being in pharma sector, inspite of limitations the future growth in business is expected in Export markets.

FIXED DEPOSIT :

The Company has not invited / accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

The particulars required to be included in terms of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION :

The Company has maintained cordial and harmonious relations with all its employees.

PERSONNEL :

None of the Directors /Executives /Employees are drawing remuneration / salaries in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- per month if employed for the part of the year and thus no separate disclosure is required to be made under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

COST AUDIT

Pursuant to section 233B of Companies Act, 1956 and with prior approval of Central Government, Krishna S & Associates, Cost Accountants, were appointed as Cost Auditors to conduct audit of cost records of the Company for the financial year 2012-13.

The Cost Audit Report for financial year 2011-12 which was due to be filed with Ministry of Corporate Affairs on or before 28th February, 2013 was filed on 24th January, 2013.

ENVIRONMENT, HEALTH & SAFETY :

Our manufacturing facility remains compliant with applicable environmental regulations. Our facility has achieved certification such as ISO 9001:2008. The Company organizes various health related medical check-up programs for employees. The Company has taken initiatives to enhance safety standards at its manufacturing facility and office premises. We will strive to futher improve ourselves to create safer working conditions for our workers.

RESEARCH AND DEVELOPMENT :

The Company has always considered Research and Development (R&D) as crucial for the sustained growth of the Company. The global challenges for the Indian pharma industry at large have increased several folds in the face of the transition from process to product patent regime in India from 2005.

Apart from development of new dosage forms and drug delivery systems, improvement in processes and yields as well as cost reduction are also focus areas.

BOARD OF DIRECTORS :

Dr. Dinesh Variar, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. His qualifications include M.B.B.S. (Bom.). He is connected with medical profession for 34 years. He is not a Director of any other Company. Accordingly, the Board recommends his re-appointment.

Mr. Bhagirath Singh Sihag, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. Mr. Bhagirath Singh Sihag has 32 years of experience in the areas of Finance and Taxation and his qualifications include B.Com and F.C.A. He is also a Director in Remi Securities Limited, Remi Cool Fans Limited and Shrinkala Securities Limited. Accordingly, the Board recommends his re-appointment.

Brief resume of the Directors being reappointed is provided in the notice convening the Annual General Meeting of the Company as required by Clause 49 of the Listing Agreement.

DIRECTOR''S RESPONSIBILITY STATEMENT :

As stipulated in Section 217 (2AA) of Companies Act, 1956, the Directors confirm that :-

1) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures

2) 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 at the end of the financial year and of the profit or loss of the company for the year under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE :

As per the listing agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance together with a certificate from Statutory Auditor forms part of this report.

AUDITORS AND AUDITORS'' REPORT :

M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Auditors Report read with the notes to financial statements are self-explanatory.

APPRECIATION :

Your Directors thank Central Bank of India, Food & Drugs Control Administration, Director General of Foreign Trade and other Government authorities for their continued support to the Company.

Your Directors place on record their sincere appreciation for the dedicated service rendered by the employees of the Company at all levels and above all acknowledge with gratitude the co-operation of the shareholders.

FOR AND ON BEHALF OF THE BOARD

Jayashree Nair

Chairperson & Managing Director

Place : Mumbai.

Date: 30th May 2013

Registered Office:

Nair Baug, Akurli Road,

Kandivli (E), Mumbai - 400 101


Mar 31, 2012

To, THE MEMBERS OF BDH INDUSTRIES LIMITED.

The Directors have pleasure in presenting Twenty Second Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2011-2012 2010-2011

Sales (Gross) 4165.64 3840.05

Sales (Net) 4015.04 3731.86

Other Income 13.92 0.08

Total Income 4028.96 3731.94

Profit before Interest and Depreciation 349.95 270.02

Less : Interest 93.02 95.22

Depreciation 96.17 72.14

Profit before tax 160.76 102.66

Less : Provision for Taxation 60.47 31.72

Deferred Taxation (8.31) (6.70)

Net Profit After Tax 108.60 77.64

Add : Surplus Brought Forward from the previous year 716.49 672.42

Balance available for Appropriation 825.09 750.06

Less : Transfer to General Reserve 5.43 -

Less : Provision for Dividend 34.54 28.79

Less : Tax on Dividend 5.60 4.78

Less : Provisions no longer required (0.11) -

Balance carried forward to Balance Sheet 779.63 716.49

REVIEW OF OPERATIONS:

During the year 2011-12 Company achieved Sales (Net) of Rs. 4015.04 Lakhs as compared to Rs. 3731.86 Lakhs in the previous year registering growth by 8% over previous year.

The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased from Rs. 270.02 lakhs in previous year to Rs. 349.95 lakhs in 2011-12. The Company earned Net Profit of Rs. 108.60 lakhs during the year against Rs. 77.64 lakhs as in previous year thereby showing growth of 40% in Net Profit after Tax.

After adding the surplus brought forward from previous year of Rs. 716.49 lakhs, Rs. 779.63 lakhs is carried to the Balance Sheet as surplus in Profit & Loss A/c.

DIVIDEND:

Your Directors are pleased to recommend dividend of Rs. 0.60/- per equity share of Rs. 10/- each (previous year Rs. 0.50/- per share) for financial year ended 31st March, 2012. The dividend on Equity Shares is subject to the approval of the shareholders at the Annual General Meeting. The total cash outflow on account of dividend payment, including distribution tax will be Rs. 40.14 lakhs. The dividend is tax free in the hands of shareholders.

SHARE LISTING :

The Equity shares of the Company are listed on Bombay Stock Exchange. The Listing fee for year 2012-2013 has been paid by the Company.

FUTURE PROSPECTS:

Your Company is accredited with WHO GMP Certificate. The Company has received ISO 9001-2008 Certificate from SGS United Kingdom Limited.

The implementation of modern technology in the production processes shall yield better results. Consistent efforts are made to introduce technology upgradation and comply with guidelines relating to Good Manufacturing Practices.

We have been registering products with various countries. Also there are visits by various MOH (Ministry of Health) of various Governments as well as customers. Our manufacturing facilities are monitored and approved by regulatory authorities.

Pharma business has detailed procedure for registration and it takes nearly 6 months to 24 months for completing the registration and begining of business. The gestation period is high due to various stages of operation by every country in their own way.

The medicines are marketed at the lowest prices in the world at the same time high standard is maintained. Being in pharma sector, inspite of limitations the future growth in business is expected in Domestic as well as Export markets.

FIXED DEPOSIT:

The Company has not invited / accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION:

Pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with the Companies' (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure and forms part of the Annual Report.

INSURANCE :

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION :

The Company has maintained cordial and harmonious relations with all employees.

PERSONNEL :

None of the Directors/Executives/Employees are drawing remuneration / salaries in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- per month if employed for the part of the year and thus no separate disclosure is required to be made under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COST AUDIT :

M/s. Ketki D. Visariya & Co., Cost Accountants is being appointed as the Cost Auditors to conduct audit of cost records of Company for financial year ended 31st March, 2012.

ENVIRONMENT, HEALTH & SAFETY :

Our manufacturing facility remains compliant with applicable environmental regulations. Our facility has achieved certification such as ISO 9001:2008. The Company organizes various health related medical check-up programs for employees. The Company has taken initiatives to enhance safety standards at its manufacturing facility and office premises.

RESEARCH AND DEVELOPMENT :

The regular R&D activities are carried out in-house to improve upon the existing process and development of new products. We also improve upon packaging and make products more patient friendly. We also strengthen our need for R&D by taking co-operation from various research institutes.

BOARD OF DIRECTORS :

Mr. A. V. Menon, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. Accordingly, the Board recommends his re-appointment.

Dr. Dinesh Variar, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. Accordingly, the Board recommends his re-appointment.

Brief resume of the Directors being reappointed is provided in the notice convening the Annual General Meeting of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :

In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

Such accounting policies have been selected and consistently applied and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended 31st March 2012.

To the best of knowledge and information, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As per the listing agreement with the stock exchange, the Company has complied with the requirements of Corporate Governance. A report on Corporate Governance together with a certificate from Statutory Auditor forms part of this report.

AUDITORS AND AUDITORS' REPORT:

M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Auditors Report read with the notes to financial statements are self-explanatory.

APPRECIATION :

Your Directors thank Central Bank of India, Food & Drugs Control Administration, Director General of Foreign Trade and other Government authorities for their continued support to the Company.

Your Directors place on record their sincere appreciation for the dedicated service rendered by the employees of the Company at all levels and above all acknowledge with gratitude the co-operation of the shareholders.

FOR AND ON BEHALF OF THE BOARD

Jayashree Nair

Chairperson & Managing Director

Place : Mumbai.

Date : 30th July, 2012

Registered. Office:

Nair Baug, Akurli Road,

Kandivli (East), Mumbai - 400 101.


Mar 31, 2010

The Directors have pleasure in presenting Twentieth Annual Report together with the Audited Statement of Accounts (or the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars 2009-2010 2008-2009

Sales (Gross) 3039.98 2437.75

Sales (Net) 2959.69 2340.61

Otnerlncome 1.21 1.59

Total Ircome 2960.90 2342.20 Profit betore lritefest and Deprecation 256.50 253.05

Less: Interest 106.78 142.16

Depreciation 70.19 68.32

Profit before tax 79.53 42.58

Less: Provision for Taxation 24.57 8.96

Provision for Fringe Benefit Tax 0.00 009

Deferred Taxation 0.66 (1.04)

Net Profit After Tax 54.30 34.57

Add; Surplus Brought Forward from the

previous year 618.12 583.55

Less Provision for Taxation in

respect of earlier years

Amount avaiabte for appiopraton earned

forward to BalarceSheel 672.42 618.12



REVIEW OF OPERATIONS:

During the year 2009-10 Company achieved Sales (Net) of Rs. 2959.69 Lakhs as compared to Rs. 2340.61 Lakhs in the previous year registering growih by 26% over previous year.

The Operating Profit of the Company i.e. Profit before Interest and Depreciation has increased marginally from Rs. 253.06 lakhs in previous year to Rs. 256.50 lakhs in 2009-10. The Company earned Net Profit of Rs. 54.30 lakhs during the year as against Rs. 34.57 lakhs as in Previous year thereby showing growth of 57% in Net Profit after Tax.

After adding the surplus brought forward from previous year of Rs.618.12 lakhs, Rs. 672.42 lakhs is carried to the Balance Sheet as surplus in Profit & Loss A/c.

DIVIDEND:

The Company has to utilise the available resources to keep pace with the technical advancement and also mandatory guidelines relating to Good Manufacturing Practices, Therefore your Directors do not recommend any dividend for the financial year ended 31st March, 2010.

SHARE LISTING:

The Companys shares continue to be listed at Bombay Stock Exchange. The Listing fee for the year 2010-2011 has been paid by the Company.

FUTURE PROSPECTS:

Your Company is accredited with WHO GMP Certificate and its renewal is due in November 2010. Company has received ISO 9001-2008 Certificate from SGS United Kingdom Limited and is valid upto 14th April, 2011.

The implementation of modern technology in the production processes shall yield better results and improved efficiency. Consistent efforts are being made to introduce technology upgradation and comply with guidelines relating to Good Manufacturing Practices.

The technological advancement will help us to meet the required standards of the customers as well as the requirements of countries and its regulatory authorities and enable the Company to penetrate into various overseas markets by increasing registration. We have been registering products with various countries. Also there are visits by various MOH (Ministry of Health) of various Governments as well as customers.

Pharma business has detailed procedure for registration and it takes nearly 6 months to 24 months for completing the registration and begining of business. The gestation period is high due to various stages of operation by each country.

The medicines are marketed at the lowest prices in the world at the same time high standard is maintained. Being in pharma sector, inspite of limitations the future growth in business is expected in Domestic as well as Export markets.

RXED DEPOSIT:

The Company has not invited / accepted any deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY UPGRADATION:

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules. 1988 particulars of energy conservation, technology absorption and foreign exchange earnings and outgo are appended hereto as Annexure and forms part of the Annual Report.

INSURANCE:

The properties and assets of your Company are adequately insured.

INDUSTRIAL RELATION:

The Company continues to have cordial and harmonious relations with its employees. The Company has Reward and Recognition Programme.

PERSONNEL:

None of the Directors/Executives/Employees are drawing remuneration / salaries in excess of Rs. 24,00.0007- p.a. or Rs. 2,00,000/- per month if employed for the part of the year and thus no separate disclosure is required to be made under section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975.

RESEARCH AND DEVELOPMENT:

The regular R&D activities are carried out inhouse to improve upon the existing process and development of now products. Wo also improve upon packaging and make products more patient friendly. We also strengthen our need for Research and Development by taking co-operation from various research institutes.

BOARD OF DIRECTORS:

Dr. Dinesh Variar, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. Accordingly, the Board recommends his re-appointment.

Mr. Bhagirath Singh Sihag, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, being eligible and offers himself for re-appointment. Accordingly, the Board recommends his re-appointment.

Brief resume of the Directors being reappointed is provided in the notice convening the Annual General Meeting of the Company as requirod by Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

Such accounting policies have been selected and consistently applied and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and ol the profit of the Company for the year ended 31st March 2010.

To the best of their knowledge and information, proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance alongwith the Auditors Certificate regarding the compliance of the mandatory requirements is separately given in the Annual Report.

AUDITORS AND AUDITORS REPORT:

M/s. L. J. Kothari & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

APPRECIATION:

Your Directors acknowledge with gratitude the co-operation and assistance given by, Central Bank of India, Food & Drugs Control Administration, Director General of Foreign Trade and other Government authorities during the year.

Your Directors place on record their appreciation of the efficient sen/ices rendered by the employees of the Company at all levels and above all acknowledge with gratitude the continued co-operation of the shareholders.

FOR AND ON BEHALF OF THE BOARD

Jayashree Nair

Chairperson & Managing Director

Place : Mumbai,

Date : 30th July 2010

Registered. Office:

Nair Baug. Akurli Road,

Kandivli (East). Mumbai - 400 101.

 
Subscribe now to get personal finance updates in your inbox!