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Directors Report of Black Rose Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present this Twenty Fifth Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2015.

Financial Results

The company's standalone and consolidated performance during the financial year ended 31st March, 2015, as compared to the previous financial year is summarised below:

Rs. in Lacs

Consolidated Standalone Particulars Year ended Year ended 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from Operations and Other Income 19,654.37 11,596.70 14,758.88 8,555.28

Earnings Before Interest Depreciation Tax and 695.62 245.25 697.96 242.41 Amortisation (EBIDTA)

Less: Finance Cost 486.70 274.56 486.70 274.56

Profit before Depreciation and Tax (PBDT) 208.92 (29.31) 211.26 (32.15)

Less: Depreciation 277.86 215.50 277.86 215.50

Profit before Tax (68.94) (244.81) (66.60) (247.65)

Less: Provision for Tax (121.68) 26.99 (121.68) 26.99

Profit after Tax 52.74 (271.80) 55.08 (274.64)

Nature of Business

The company is primarily in the business of chemical distribution and chemical manufacturing, as well as textile manufacturing and renewable energy generation.

The chemical distribution business consists mainly of import and sales of specialty and performance chemicals manufactured by overseas and domestic principals. Chemical manufacturing is currently focused on the production of a single product, acrylamide. The textile business is engaged in the manufacture of fabrics and industrial made-ups such as safety gloves and the renewable energy activity supplies the State Electricity Boards of Rajasthan and Gujarat with wind-generated power.

Operational Performance

The year 2014 - 2015 was one of growth. The currency volatility of 2013 - 2014 did not repeat itself and the company's chemical distribution business grew 50.1%. Sales from the acrylamide plant increased steadily quarter after quarter as product approvals came in, resulting in the plant achieving cash breakeven in the quarter ended September 2014, only 1 year from the date of plant commencement. Our subsidiary in Japan also showed strong revenue growth and the company closed the year with an increase in consolidated revenue of 70% and rise in EBIDTA of 184%. Profit after-tax increased to Rs. 52.91 as compared to a loss of Rs. 271.80 lacs in the previous year.

A detailed analysis of the company's operations is provided later in the Management Discussion and Analysis Report.

Dividend

Your Directors are unable to recommend payment of a dividend for the financial year 2014 - 2015 as the company intends to conserve funds for its working.

Business Scenario

The year started with a bullish sentiment for the Indian economy brought about by the change of guard in our government. However, the initial euphoria slowly dissipated and business sentiment slowly became bearish. The sudden fall in crude prices in the 3rd quarter further affected the sentiment adversely, especially in the chemical industry. The soaring US economy created fears that the Federal Reserve would raise interest rates and the problems in Greece were being felt throughout the world. In India, poor market liquidity and high interest rates continued to plague industry. In spite of this, the company was able to grow and record a Profit due to the company's strong product mix and the good performance shown by its staff and employees.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Acrylamide Plant at Jhagadia, Gujarat

The company's acrylamide plant steadily increased its capacity utilisation during the year and achieved cash break even during the year. An in-depth explanation about the plant operations is given in the Management Discussion and Analysis Report.

Subsidiary - B.R. Chemicals Co., Ltd., Japan

During the year under review, the turnover of the company's wholly owned subsidiary incorporated in Japan increased by close to 60% to approximately Rs. 49 crores. The subsidiary showed a small loss of around Rs. 2 lacs.

The nature of business of the subsidiary company remained unchanged during the year.

The performance and financial position of company's subsidiary B.R. Chemicals Co., Ltd. for the year ended 31st March, 2015 is attached to the financial statements hereto.

Material Changes and Commitments

There have been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Corporate Governance

A Report on Corporate Governance is presented as a separate section which forms a part of this Annual Report.

A certificate from the statutory auditors of your company regarding compliance with the corporate governance requirements as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to the Directors' Report.

Directors

Pursuant to section 152 of the Companies Act, 2013, Mr. Anup Jatia (DIN 00351425), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one third of the total number of Directors as Independent Directors. Section 149 of the Act further states that Independent Director shall hold Office for a term of up to five consecutive years on the Board of the company. Accordingly, during the year under review, the company appointed Mr. Shivhari Halan (DIN 00220514), Mr. Basant Kumar Goenka (DIN 00227217) and Mr. Sujay Sheth (DIN 03329107) as Independent Directors of the company on September 12, 2014 with effect from April 1, 2014 for a period of fve years.

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and the rules made thereunder, the company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Mrs. Garima Tibrawalla (DIN 00203909) as an Additional Director (Independent and Non Executive) in accordance with the provisions of Section 161 of the Companies Act, 2013 w.e.f. March 24, 2015. As an Additional Director, Mrs. Tibrawalla holds Office up to the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing her candidature as Director. The Board of Directors recommends her appointment as Director at the ensuing Annual General Meeting not liable to retirement by rotation pursuant to the provisions of section 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the directors, their expertise and other details of the directors proposed for appointment / reappointment are provided in the Report on Corporate Governance. Appropriate resolutions for appointment / re-appointment of the Directors are being placed for approval of the members at the ensuing Annual General Meeting.

There was no resignation of directors during the year.

Key Managerial Personnel

Mr. Anup Jatia, Executive Director, Mr. Chiranjilal P. Vyas, Company Secretary and Mr. Ratan Kumar Agrawal, Chief Financial Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

Mr. Jatia and Mr. Vyas were already in Office before the commencement of the Companies Act, 2013. Mr. Agrawal who was General Manager, Finance of the Company, was designated as Chief Finance Officer of the Company effective August 8, 2015.

Corporate Social Responsibility

Although the company is not governed by the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility forms an integral part of overall business policy and is aligned with its business goals.

The company supports over 350 women working in 10 centres across rural Maharashtra by providing training and work opportunities to them. The merchandise produced by these centres is purchased and supplied to leading industries in India as well as in Japan.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief confirm the following:

i) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that such accounting policies as mentioned in note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment 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 March 31, 2015 and of the Profits of the company for the year ended on that date;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the annual financial statements have been prepared on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operative effectively;

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Deposits

During the year under review, the company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

As on April 1, 2014, no amounts were outstanding which were classifed as 'Deposits' under the applicable provisions of the Companies Act, 1956 and hence, the requirement for furnishing of details of deposits under Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 is not applicable.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, the company has prepared Consolidated Financial Statements in accordance with Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return for the financial year ended 31st March, 2015 in the prescribed format is given in Annexure I and forms part of this Annual Report.

Board Meetings, Committees, and Policies

Board Meetings

The Board of Directors met five times during the financial year ended 31st March, 2015 in accordance with the provisions of Companies Act, 2013 and rules made thereunder. Additionally, during the financial year ended 31st March, 2015 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement entered with Bombay Stock Exchange Limited.

Committees

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, your Board of Directors has constituted three committees, namely Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. The matters relating to constitution, meetings and functions of the committees are provided in Report on Corporate Governance which forms part of this Annual Report.

The company has been employing women employees in various grades within its Offices and factory premises. The company has constituted an Internal Compliant Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress any complaints received from employee(s) of the Company. The Company is strongly opposed to sexual harassment and all the employees are made aware about the consequences of such acts and the constitution of the Internal Compliant Committee.

During the year there was no complaint received from any employee and hence no compliant is outstanding as on 31st March, 2015.

Evaluations

Pursuant to the provisions of Companies Act, 2013 and rules made thereunder and in accordance with clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, the Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as evaluation of the working of its Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in detail in the Report on Corporate Governance, which forms part of this Annual Report.

Policies

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and the rules made thereunder, the Board of Directors of the Company has framed "Vigil Mechanism / Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

In line with new regulatory requirements, the Board of Directors of the Company has formulated a "Risk Management Policy" to identify, assess and understand the key risk areas, monitor and report compliance and effectiveness of the policy and procedure.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has framed a "Nomination and Remuneration Policy" for selection and appointment of Directors, Senior Management and their remuneration.

The above policies have been uploaded on the company's website and forms part of this report.

Particulars of Employees

The Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as none of the employees of the company is covered under the provisions of the said rules.

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV and forms part of this Annual Report.

Internal Financial Controls

The company has a proper and adequate Internal Financial Control System that is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits conducted by trained personnel appointed by the Board on the recommendation by the Audit Committee. The audit observations and corrective action taken thereon are periodically reviewed by the Audit Committee to ensure effectiveness of the Internal Financial Control System. The Internal Financial Control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

Loans, Guarantees and Investments

The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been furnished in Annexure II which forms part of this Annual Report.

Contracts and Arrangements with Related Parties

All the contracts, arrangements and transactions entered by the company during the financial year with related parties were in the ordinary course of business and are on arm's length basis, hence Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are required to be furnished. During the year, the company had not entered into any contract, arrangements or transactions with related parties which could be considered material. All the contracts, arrangements and transactions with related parties are placed before the Audit Committee as also the Board, as may be required, for approval.

Orders passed by Regulators or Courts or Tribunals

No significant and material orders have been passed by any regulators or courts or tribunals which can have an impact on the going concern status of the Company and its future operations.

Auditors and their Reports

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Karnavat & Co., Chartered Accountants, the Statutory Auditors of the Company, hold Office up to the conclusion of the Twenty Sixth Annual General Meeting. However, their appointment as Statutory Auditors of the company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold Office as the Auditors of the Company and are not disqualified for being so appointed.

The resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of members.

The independent statutory auditors' report does not contain any qualification, reservation or adverse remark or disclaimer on the accounts for the year ended 31st March, 2015.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed M/s. Parikh Parekh & Associates, Company Secretary in Whole - Time Practice as Secretarial Auditor to undertake the Secretarial Audit of the Company.

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s. Parikh Parekh and Associates, Company Secretary in Whole - Time Practice in Form MR - 3 for the FY 2014 - 15 forms part to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with notifications/circulars issued by the Ministry of Corporate Affairs from time to time and as per the recommendations of the Audit Committee, the Board of Directors at their meeting held on May 27, 2014, appointed M/s. S. Poddar & Co., Cost Accountants, as Cost Auditors of the company for the FY 2014 -15. The Cost Audit Report will be fled within the period stipulated under Companies Act, 2013.

In respect of FY 2015 - 16, the Board, based on the recommendation of the Audit Committee, has approved the appointment of Messrs Poddar&Co., Cost Accountants as the Cost Auditors of the Company. A resolution for ratification of the payment to be made for such appointment is included in the notice of the ensuing Annual General Meeting.

Listing

The company's shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees has been paid.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with rules made thereunder is annexed herewith as Annexure III and forms part of this Annual Report.

Service of Documents through Electronic Means

All documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose e-mail IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company's bankers, statutory authorities, and all organisations connected with the company's business. The directors also take pleasure in commending the valuable contributions made by the company's employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors' Report and in the Management Discussion and Analysis Report describing the company's objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company's operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

C. P. Vyas Ratan Agrawal Shivhari Halan Anup Jatia Company Secretary Chief Financial Officer Director Executive Director

Place: Mumbai

Dated: May 29, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present this Twenty Fourth Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2014.

Financial Results (Consolidated)

Rs. in Lacs

Year ended Year ended 31.3.2014 31.3.2013

Revenue from Operations and Other Income 11,596.70 12,237.43

Earnings Before Interest Depreciation Tax and Amortisation (EBIDTA) 245.25 551.08

Less: Finance Costs 274.56 152.84

Profit before Depreciation and Tax (PBDT) (29.31) 398.24

Less: Depreciation 215.50 116.13

Profit before Tax (244.81) 282.11

Less: Provision for Tax 26.99 116.38

Profit after Tax (271.80) 165.73

Operational Performance

The year 2013 - 2014 was adversely affected by the extreme volatility in the Indian Rupee which saw rates as strong as Rs. 54 per US$ and as weak as Rs. 69 per US$. This resulted in the company booking an EBIDTA loss in the 3rd quarter of the year. Revenue improved in the 4th quarter with the stabilising of the Indian Rupee and with increase in sales of resorcinol and acrylamide. The company closed the year with a reduction of 5% in consolidated sales and 55% reduction in EBITDA compared to the previous year.

A detailed analysis of the company''s operations is provided later in the Management Discussion and Analysis Report.

Dividend

Due to losses during the year, your Directors are unable to recommend payment of a dividend for the financial year 2013 - 2014.

Business Scenario

Unlike the Indian economy, the global economic scenario in FY2013-14 improved over the previous year. Major economies witnessed an improvement in growth, although pressure was still seen in the Eurozone and in China. The business environment in India was poor due to tight market liquidity, high inflation, volatile currency, and lack of clarity within the government.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report. Manufacturing Facility at Jhagadia, Gujarat India''s and South Asia''s first and only acrylamide plant set up by the company commenced commercial operations during the year. An in-depth explanation about the plant and its product is given in the Management Discussion and Analysis Report.

Wholly Owned Subsidiary in Japan - B.R. Chemicals Co., Ltd.

During the year under review, the turnover of the company''s wholly owned subsidiary incorporated in Japan reduced from 37 crores to 31 crores. Now in its third year of operation, the subsidiary has continued to show a small profit, making a small positive contribution to the company''s financial results.

Your Directors expect the subsidiary to continue contributing around 30% of the company''s turnover.

The nature of business of the subsidiary company remained unchanged during the year.

Companies Act

The Companies Bill was passed by the Lok Sabha on December 18, 2012, and by the Rajya Sabha on August 8, 2013. On receiving the assent of the Hon''ble President, the Companies Bill was notified as the Companies Act, 2013, on August 29, 2013, replacing the Companies Act, 1956.

The company will be governed by the various provisions of the Companies Act, 2013, and by the rules made thereunder according to Central Government notifications issued in this regard in the Official Gazette from time to time.

Corporate Governance

A Report on Corporate Governance is presented as a separate section which forms a part of this Annual Report.

A certificate from the statutory auditors of your company regarding compliance with the corporate governance requirements as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to the Directors'' Report.

Directors

Pursuant to section 152 of the Companies Act, 2013, Mr. Atmaram Jatia (DIN 00293154), Director of the Company, retires by rotation and being eligible, offers himself for re-appointment.

As per the provisions of the Companies Act, 2013, independent directors are required to give a declaration that they meet the criteria of independence in the first board meeting in which they participate as a director and thereafter at the first meeting of the Board in each financial year. Accordingly, existing directors of the company, Mr. Shivhari Halan (DIN 00220514), Mr. Basant Kumar Goenka (DIN 00227217) and Mr. Sujay Sheth (DIN 3329107) have declared their status of independence as per the criteria laid down under section 149(6) of the Companies Act, 2013. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has perused their declarations and has found them to be meeting the criteria of independence. Further, in view of their experience and expertise relevant to the company''s operations, the Board of Directors has deemed it prudent to recommend to the shareholders at the ensuing Annual General Meeting their appointment as Independent Directors, not liable to retirement by rotation pursuant to the provisions of section 149 and 152 read with schedule IV and other applicable provisions of the Companies Act, 2013.

In compliance with the Clause 49 IV (G) of the Listing Agreement, brief resume of the directors, their expertise and other details of the directors proposed for re-appointment are provided in the Corporate Governance Report. Appropriate resolutions for re-appointment of the Directors are being placed for approval of the members at the ensuing Annual General Meeting.

Awards and Recognitions

The company did not receive any awards or recognitions during FY2014.

Corporate Social Responsibility

Although the company is not governed by the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility forms an integral part of overall business policy and is aligned with its business goals.

The company supports over 350 women working in 10 centres across rural Maharashtra by providing training and work opportunities to them. The merchandise produced by these centres is purchased and supplied to leading industries in India as well as in Japan. We believe education is the key to growth and eradication of poverty and the company also regularly donates to charities such as the Ramakrishna Mission Students'' Home.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm the following:

i) the applicable standards have been followed in preparation of annual accounts,

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2014, and the profit of the company for the year ended on that date,

iii) they have taken appropriate 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, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2014 on a going concern basis.

Deposits

The company has accepted fixed deposits during the year, and complied with all the statutory provisions. The company has no overdue deposits as on March 31,2014.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, the company has prepared Consolidated Financial Statements in accordance with Accounting Standards 21 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

The financial statements have been prepared as per Revised Schedule VI prescribed by the Ministry of Corporate Affairs. The previous year figures have been regrouped in accordance with the Revised Schedule VI of the Companies Act, 1956.

Committees of Board of Directors

Pursuant to Section 177 and 178 of the Companies Act, 2013 and the rules made thereunder and in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, your Board of Directors has constituted three committees, namely Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

Particulars of Employees

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as none of the employees of the Company are covered under the provisions of the said section.

Auditors

The statutory auditors of the company, Messrs. Karnavat & Company, Chartered Accountants, (ICAI Firm Registration Number 104863W) hold office until the conclusion of the ensuing Annual General Meeting. As per the transition provisions of Section 139 and 141 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the company recommends for members approval the re-appointment of the auditors to hold office from the conclusion of the Meeting until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting).

The company has received a written consent and a certificate from the auditors to the effect that their reappointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for such re-appointment.

Auditors'' Comments

The observation made by the auditors in their report read with relevant notes as given in the Notes on Accounts annexed to the accounts are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Listing

The company''s shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Other Particulars

Particulars relating to conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo as required under 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, are set out in the annexure to this report.

Acknowledgement

The Board of Directors greatly values the support and cooperation received during the year from the company''s bankers, statutory authorities, and all organisations connected with the company''s business. The directors also take pleasure in commending the valuable contributions made by the company''s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Shivhari Halan Anup Jatia Director Executive Director

Place: Mumbai Dated: May 27, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present this Twenty Third Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2013.

Financial Results (Consolidated)

Rs.in Lacs Year ended Year ended 31.3.2013 31.3.2012

Sales, Exports Entitlements, and Other Income 12,237.43 9,373.41 Earnings Before Interest Depreciation Tax

Amortisation (EBIDTA) 551.08 313.74

Less: Finance Costs 152.84 181.34

Profit before Depreciation and Tax (PBDT) 398.24 132.40

Less: Depreciation 116.13 113.30

Profit before Tax 282.11 19.10

Less: Provision for Tax 116.38 (0.21)

Profit after Tax 165.73 19.31

Operational Performance

The year 2012 - 2013 started strong in terms of both turnover and profitability during the first two quarters. The third quarter saw a significant drop in sales due to a sudden slow down in the domestic market. The company recovered in the fourth quarter to close the year with a consolidated sales growth of 31%, net profit growth of 750%, and EBITDA growth of 76% compared to the previous year.

A detailed analysis of the company''s operations is provided later in the Management Discussion and Analysis Report.

Dividend

In order to preserve funds for company''s business expansion activities, your Directors have decided not to recommend payment of a dividend for the financial year 2012 - 2013.

Business Scenario

The global economic scenario in FY2012-13 continued to be fraught with challenges. Major economies witnessed slower growth and the Eurozone was and is even now full of uncertainty. The business environment in India remained subdue due to tight market liquidity, and a cautious approach to sales was required to protect the company from unwanted risks and losses.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Manufacturing Facility at Jhagadia, Gujarat

After the receipt of Environmental Clearance and approval from the Gujarat Pollution Control Board which took almost two years to obtain, work on site was restarted. However, the company could not meet its expected commissioning date of March 2013 because of slow civil work on site. The matters are now progressing well and we expect to commence commercial production during September 2013.

An in-depth explanation about the plant and its product is given in the Management Discussion and Analysis Report.

Wholly Owned Subsidiary in Japan - B.R. Chemicals Co., Ltd.

During the year under review, the turnover of the company''s wholly owned subsidiary in Japan has increased by ? 25 crores to ? 37 crores. The subsidiary has broken even in its second year of operation, making a small positive contribution towards the company''s profits.

Your Directors expect the subsidiary to continue contributing around 30% of the company''s turnover and to provide a larger contribution towards the profits in FY2014.

Corporate Governance

Your Directors believe firmly in the principle of transparency in governance. The company received the Best SME for Corporate Governance award in the previous year.

A Report on Corporate Governance is presented as a separate section which forms a part of this Annual Report.

A certificate from the statutory auditors of your company regarding compliance with the corporate governance requirements as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited is annexed to the Directors'' Report.

Directors

Mr. Sujay Sheth was appointed as an additional director of the company at the meeting of the Board of Directors of the company held on February 2, 2013.

Mr. Sujay Sheth holds a Bachelor''s Degree in Commerce from Bombay University. He is also a Fellow Member of the Institute of Chartered Accountants of India. He is the Managing Partner of J. K. Doshi & Co., a reputed firm of Chartered Accountants based in Mumbai working with a wide selection of Indian and multinational companies.

Mr. Sheth''s has wide exposure in the fields of finance and accounting with a deep knowledge of direct taxes and corporate laws, and significant experience in the fields of transaction advise, pre-acquisition studies, corporate governance, assurance, and valuation.

With the joining of Mr. Sheth on the Board, the Company will benefit from his extensive experience and expertise in the areas of accounts, finance, taxation, corporate law, and corporate governance. The Board of Directors would like to thank him for his acceptance to join the Board and for providing his valuable guidance.

Awards and Recognitions

The company was ranked number 165 among India''s 500 fastest growing mid-sized companies and received the Inc. India 500 Award from The Growth Institute.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm the following:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and 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, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2013 on a going concern basis.

Deposits

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The Company has no overdues deposits as on March 31, 2013.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, your company has prepared Consolidated Financial Statements in accordance with Accounting Standards 21 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements form part of this Annual Report.

The financial statements have been prepared as per Revised Schedule VI prescribed by Ministry of Corporate Affairs. The previous year figures have been regrouped in accordance with the Revised Schedule VI of the Companies Act, 1956.

Committees of Board of Directors

Pursuant to Clause 49 of the Listing Agreement, your Board of Directors has constituted three committees- Audit Committee, Shareholders/Investors Grievance Committee, and Remuneration Committee.

Particulars of Employees

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as none of the employees of the Company are covered under the provisions of the said section.

Auditors

M/s. Karnavat & Company, the statutory auditors of the company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

Auditors'' Comments

The observation made by the auditors in their report read with relevant notes as given in the Notes on Accounts annexed to the accounts are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Listing

The company''s shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Other Particulars

Particulars relating to conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo as required under 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, are set out in the annexure to this report.

Acknowledgement

Your Directors greatly value the support and cooperation received during the year from the company''s bankers, statutory authorities, and all organisations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the company''s employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors'' Report and in the Management Discussion and Analysis Report describing the company''s objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company''s operations include the availability of raw material/product, cost of raw material/product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors. We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions. We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Place: Mumbai SHIVHARIHALAN ANUPJATIA

Dated: May 24,2013 Director Executive Director


Mar 31, 2012

The Directors are pleased to present this Twenty Second Annual Report, together with the Audited Financial Accounts of the company, for the year ended 31st March, 2012.

Financial Results (Consolidated)

Rs In Lacs Year ended Year ended 31.3.2012 31.3.2011

Sales, Exports Entitlements, and Other Income 9,373.41 8,801.14 Earnings Before Interest Depreciation Tax

and Amortisation (EBIDTA) 313.75 644.19

Less: Finance Costs 181.34 116.36

Profit before Depreciation and Tax (PBDT) 132.41 527.83

Less: Depreciation 113.30 111.85

Profit before Tax 19.11 415.98

Less: Provision for Tax (0.20) 141.40

Profit after Tax 19.31 274.58

Operational Performance

The year started off well and the company performed with strong results in the first half. The second half of the year, however, was different. Starting with the crisis in Greece, the Indian rupee depreciated steeply and strongly till the end of the 3rd quarter and into the starting of the 4th quarter. The slowdown in global exports led to a reduction in demand from domestic end users for the company's products, due to which the company's turnover was adversely affected in the 3rd quarter. Despite all this, the company grew by approximately 7%, mostly from the operations of the company's subsidiary in Japan formed in April 2011.

While turnover was restricted by the general economic slowdown, profitability was hit by the deprecation in the Indian rupee. Almost all the products sold by the company's chemical division are imported by the company. Due to the unexpected speed and extent of the Indian rupee's depreciation against the US Dollar, remittances for these goods were made at exchange rates largely varying from the initial estimates used when selling the goods. In essence, the company's hedging strategies at the time had not considered the possibility of the Indian rupee depreciating by more than 20% in only 5 months.

A detailed analysis of the company's operations is provided later in the Management Discussion and Analysis Report.

Dividend

In view of the company's performance during the year under review, and in order to preserve funds, your Directors have decided not to recommend payment of a dividend for the financial year 2011 - 2012.

Business Scenario

The difficult business scenario during the year in review was triggered by the panic created by the Greek crisis, and it continued without respite because of the lack of political and economic clarity in our nation. Government policies shunning foreign and domestic investment, delays in rolling out of the GST, and a lack

of resolve to tackle the crashing Indian rupee all have adversely affected the business scenario.

Internationally, the negative sentiments from Europe served to pull down prices of a wide range of chemicals and other commodities. Falling markets scare buyers, and this is what was witnessed during the year.

The business scenario is discussed later in more detail in the Management Discussion and Analysis Report.

Manufacturing Facility at Jhagadia, Gujarat

The company is setting up a plant in Jhagadia, Gujarat, to produce acryl amide monomer under an exclusive technical license from Mitsui Chemicals, Inc., of Japan. All major equipment has been ordered but work on plant establishment could not be carried due to delay in receipt of environmental clearance from government authorities. The environmental clearance is expected very soon and plant construction will start in full swing.

An in-depth explanation about the plant and its product is given in the Management Discussion and Analysis Report.

Wholly Owned Subsidiary in Japan - BR Chemicals Co., Ltd.

The company's wholly owned Japanese subsidiary was formed in April 2011 and began operation from May 2011. Being the first year of operation, business development was given priority. The company declared a small loss of Japanese Yen 0.78 million (Rs. 4.76 lacs) against a turnover of Japanese Yen 204.39 million (Rs. 12.42 crores). The operations of the subsidiary have since improved, and your Directors expect the subsidiary to contribute for around 30% of the company's turnover during FY2013.

Corporate Governance

Your Directors believe firmly in the principle of transparency in governance. Further, in view of the fact that the paid up equity share capital of the company now exceeds Rs. 30,000,000/- after the issue of 19,360,000 equity shares of Rs. 1 each as bonus shares, the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited (BSE) became applicable to the company.

As required under the said Clause 49, a Report on Corporate Governance forms a part of this Annual Report. Your Directors recommend that all members read the report as it contains important information on the company's governance philosophy.

Awards and Recognitions

The company received the Best SME for Corporate Governance award at the 3rd Business Today Yes Bank SME Awards 2011 event held in New Delhi.

Directors

Mr. Atmaram Jatia resigned from the Board and from the Chairmanship of the company on September 30, 2011. A non-resident Indian, Mr. Atmaram Jatia had cited difficulties in continuing with his involvement as a Board Member considered his domicile overseas.

The Board of Directors places on record its utmost appreciation to Mr. Atmaram Jatia who was the longest member on the Board until his resignation. He has seen the company battle its downs, and with his vision has thereafter brought it up from one high to another. The company will follow the path created under his leadership and foresight for successfully creating shareholder value in the years to come.

At the upcoming Annual General Meeting, Mr. Basant Todi retires by rotation and has expressed his desire not to seek re-appointment. The company intends to fill the vacancy caused by the retirement of Mr. Basant Todi in due course.

The Board of Directors would like to thank Mr. Basant Todi for his valuable contributions to the company during his many years on the Board. His insight and guidance has helped the company grow from a turnover of less than t 5 crores to almost Rs. 100 crores. His active participation and presence at the Board meetings will be missed by all his colleagues.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors to the best of their knowledge and belief confirm the following:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and 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, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2012 on a going concern basis.

Fixed Deposits

During the year under review, your company has accepted Rs. 26,450,000 as Fixed Deposits in accordance with the provisions of Section 58A of the Companies Act, 1956, and Rule 4A of Companies (Acceptance of Deposits) Rules, 1975, without inviting or allowing or causing any person to invite deposits.

Consolidated Financial Statements

Pursuant to Clause 32 of the Listing Agreement, your company has prepared Consolidated Financial Statements in accordance with Accounting Standards 21 issued by The Institute of Chartered Accountants of India. The Consolidated Financial Statements forms part of this Annual Report.

The financial statements have been prepared as per Revised Schedule VI prescribed by Ministry of Corporate Affairs. The previous year figures have been regrouped in accordance with the Revised Schedule VI of the Companies Act, 1956.

Committees of Board of Directors

Pursuant to Clause 49 of the listing agreement, your company has constituted three committees of Board of Directors - Audit Committee, Shareholders / Investors Grievance Committee, and Remuneration Committee.

Particulars of Employees

Statement containing particulars of employees as required under Section 217(2A) of the Companies Act, 1956, is not applicable as none of the employees of the Company are covered under the provisions of the said section.

Auditors

M/s. Karnavat & Company, the statutory auditors of the company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956, and have indicated their willingness to continue in the said office.

Auditors' Comments

The observation made by the auditors in their report read with relevant notes as given in the Notes on Accounts annexed to the accounts are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Listing

Your company's shares are listed on the Bombay Stock Exchange Limited and the applicable listing fees have been paid.

Other Particulars

Particulars relating to conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo as required under 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, are set out in the Annexure to this report.

Acknowledgement

Your Directors greatly value the support and cooperation received during the year from the company's bankers, statutory authorities, and all organizations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the company's employees at all levels during the year under review.

Cautionary Statement

Certain statements in this Directors' Report and in the Management Discussion and Analysis Report describing the company's objectives, estimates, and projections may be forward-looking statements and are based on certain expectations. Actual results could however differ materially from those expressed or implied. Important factors that could make a difference in the company's operations include the availability of raw material / product, cost of raw material / product, changes in demand from customers, fluctuations in exchange rates, changes in government policies and regulations, changes in tax structure, economic developments within India and the countries in which business is conducted, and various other incidental factors.

We cannot guarantee that these forward - looking statements will be realised, although we believe we have been prudent in making any assumptions.

We undertake no obligation to publicly update any forward - looking statements, whether as a result of new information, future events, or otherwise.

For and on behalf of the Board

Place: Mumbai BASANTTODI ANUP JATIA

Dated: May 25,2012 Director Executive Director


Mar 31, 2010

The Directors have great pleasure in presenting the Annual Report on the operations of the company, together with the audited financial accounts for the year ended March 31, 2010.

Financial Results

Rs. In Lac s Particulars Year ended Year ended 31.3.2010 31.3.2009

Sales, Exports entitlements and other Income 5314.00 4,113.28

Profit before Depreciation and Tax (PBDT) 501.96 64.80

Less: Depreciation 30.35 20.58

Profit before Tax 471.56 44.17 Less: Provision for Tax

Current 83.25 4.62

Deferred 95.66 (6.13)

Wealth Tax 0.15 0.05 MAT Credit (33.79) -

Fringe Benefit Tax - 3.18

Profit after Tax 326.29 42.45

Add: Profit Brought forward 182.51 140.06

Balance carried to Balance Sheet 508.80 82.51

Operations:

The performance of your company during the year was remarkable due to substantial improvement in chemical segment. Also you will pleased to note that the renewable energy segment has started its contribution to the overall performance of the company, as both the wind mills, one situated in Rajasthan and the other in Gujarat are operating at optimum capacity.

You will be pleased to note that the total turnover of the company for the year ended March 31, 2010 amounted to Rs. 5314 lacs as against Rs. 4,113.28 lacs in the previous year. Net profit before tax for the financial year has increased substantially from Rs. 44.17 lacs to Rs. 471.56 lacs .

Your directors are optimistic about significant improvement in Companys operations in the current year.

Dividend:

In order to preserve funds for the business operations, your Directors do not recommend any dividend for the financial year 2009 - 2010.

Corporate Governance

In view of the fact that the total paid up equity share capital of the Company is below the threshold limits, the provisions of Clause 49 of the listing agreement with respect to Corporate Governance are not applicable. However, your company believes in transparency and continues to follow the best of the corporate governance standards in the industry.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shivhari Halan shall retire by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors to the best of their knowledge and belief confirm that:

i) in preparation of annual accounts the applicable standards have been followed.

ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2010 and the profit of the company for the year ended on that date.

iii) they have taken appropriate and sufficient care for the maintenance and 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, and

iv) they have prepared the attached Statement of Accounts for the year ended March 31, 2010 on a going concern basis.

Fixed Deposits

During the year under review, the company had neither accepted nor renewed any deposit from public within the meaning of Section 58A of the Companies Act, 1956.

Auditors

M/s. Karnavat & Company, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224(1 B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Auditors Comments

The observation made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars as required under 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 are set out in the Annexure to this report.

Particulars of Employees

Statement containing particulars of employees as requires under Section 217(2A) of the Companies Act, 1956, is not given as none of the employees of the Company is covered under the provisions of the said section.

Acknowledgement

Your Directors greatly value the support and co - operation received during the year from the Companys Bankers, Statutory Authorities and all organisations connected with its business. Your Directors also take pleasure in commending the valuable contributions made by the Companys employees at all levels during the year under review.

For and on behalf of the Board Place: Mumbai BASANTTODI ANUPJATIA

Dated: May 11,2010 Director Executive Director

 
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