Enter the first few characters of Company and click 'Go'

Directors Report of Bodal Chemicals Ltd.

Mar 31, 2023

The Directors hereby present their "37th ANNUAL REPORT" on the performance of the Company together with the audited financial statements for the financial year (''FY") ended 31st March 2023

FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with figures of the previous year are as follows:

(Rs. In Million)
Particulars	Consolidated			Standalone
	FY 2022-23	FY 2021-22	Y-o-Y	FY 2022-23	FY 2021-22	Y-o-Y
Revenue from Operation	15,742.8	20,552.5		15,551.2	20,108.3
Other Income	116.1	171.3		79.8	78.6
Total Revenue	15,858.9	20,723.8	(23.5)%	15,631.0	20,186.9	(22.6)%
Raw Material Consumed	9,038.4	11,515.1		8,995.5	11,151.5
Employee Expenses	948.1	1,104.6		918.8	1,075.1
Other Expenses	4,422.9	5,734.9		4,425.5	5,640.0
EBITDA	1,449.5	2,369.3	(38.8)%	1,291.2	2,320.2	(44.4)%
EBITDA (%)	9.1%	11.4%		8.3%	11.5%
Depreciation	530.9	466.2		521.6	455.7
EBIT	918.6	1903.1		769.6	1864.5
EBIT (%)	5.8%	9.2%		4.9%	9.2%
Finance Cost	410.3	294.8		344.1	210.0
Exceptional Items	-	187.9		-	-
Profit Before Tax	508.3	1420.5		425.5	1654.5
Tax	128.0	433.8		114.1	411.9
Profit After Tax	380.3	986.6	(61.5%)	311.4	1242.6	(74.9%)
Profit After Tax (%)	2.4%	4.8%		2.0%	6.2%
EPS (in '')	3.0	8.3		2.5	9.9

Note: previous year''s figures have been recast wherever necessary.

The Financial year under review 2022-23PERFORMANCE DISCUSSSION -? -?

FY23 '' 15,859 million Revenue '' 1,450 million EBITDA '' 380 million PAT

(On Consolidated basis)

Factors that leading to performance of the Company in FY 2022-23:

- Overall business performance for FY 2022-23 has been weak with total revenue of '' 15,859 million a de- growth of 23.5% on a YoY basis. Consumption of end user industries has been sluggish due to overall slowdown in the global market. Uncertainty of European market has further decelerated demand scenario of chemical industry.

Global inflation led to lower demand and which has resulted in sub-optimal capacity utilisation, inventory destocking and slow exports for textile, leather and paper. Leading to subdued performance of Dyestuff over the last few quarters. Revenue contribution from dyestuff stood at '' 5,412 million in FY 2022-23. Dye Intermediates revenue stood at '' 3,936 million for FY 2022-23, a de-growth of 47%. Average prices of our key products, i.e. H Acid and

Vinyl Sulphone in FY 2022-23 to '' 422 per kg and '' 227 per kg, respectively.

- The Chlor Alkali business continues to perform reasonably well with annual revenue of '' 3,270 million driven by a healthy volume uptick. During the year, realisation of caustic soda has been normalised. Company''s chlor Alkali business will contribute meaningful business in coming period on back of technology upgradation.

- During the year, Most of the subsidiaries have performed satisfactory. Bodal China and Sener Boya has earned good profit whereas other subsidiaries have incurred nominal loss.

Bodal Chemicals Limited (BCL)

Bodal Chemicals Limited is a Integrated and Innovative company, offering end-to-end solution to our customers globally. Company is among world''s largest manufacturer and exporter of Dyes Intermediate and Dyestuff with vertically and horizontally integrated who provides product solutions and service solution on fastest possible route to their customers.

Bodal Chemicals Limited having its presence not only in India but across the Globe and serving to 30 countries with its Innovative products and services. It is coupled with company''s technical know-how & expertise in manufacturing of Dyes Intermediate & other Specialty Chemicals, Company''s growth is propelled with the support of team members and management professionals who works diligently to take the organisation to newer heights year-on-year.

Company''s Manufacturing Facilities:

BCL has its manufacturing units across India, where Company manufactures different products. At present Company has total 11 (Eleven) Manufacturing units in operation:

- Ahmedabad-04,

- Vadodara-04,

- Kambhat-01,

- SPS Unit (Kosi)-01

- Punjab-01.

All plants are Environment Complaint.

Company''s Manufacturing units have developed different specialty chemicals and products for Textile, Paper, Leather, Alumina, Pharma, Detergent, Water purification and many other.

Updation on Sykha Greenfield Project:

Company''s Saykha Green field Project is expected to start trial run of Benzene Derivatives in Q2FY24. Once Company will find decent visibility of demand for company''s product portfolio and after new site stabilised, Company will restart the Sulphuric Acid project.

BCL has its inhouse R&D Lab:

- 1- Ahmedabad-Gujarat

- 2- Vadodara- Gujarat

Company''s Operation are Covered:

- Basic Chemicals

- Dyestuff

- Dye Intermediates

- Chlor Alkali

- TCCA

- Others- Benzene Derivative (Upcoming value chain products)

Company''s 11 Depots: (Exclusive Distribution Warehouse)

- 7- India

- 1- China

- 1- Turkey

- 1- Bangladesh

- 1-Indonesia

BCL is listed. details as follows:-ISIN: INE338D01028

- BSE Ltd. (Bombay Stock Exchange) Code: 524370

- National Stock Exchange of India Ltd. (NSE) Code: BODALCHEM

Subsidiaries Outside India

Subsidiary in India

Bodal Chemicals Trading Pvt Ltd- WOS

Associate Company

Plutoeco Enviro Association - 25% Stake

FINANCIAL PERFORMANCE OF SUBSIDIARIES:

Bodal Chemicals Trading (Shijiazhuang) Co., Ltd. - 100% Stake

SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM

SIRKETI- 100% Stake

Bodal Bangla Ltd - 100% Stake

PT Bodal Chemicals INDONESIA - 100% Stake

Step-down subsidiary:

SENPA DIS TICARET ANONIM SIRKETI

('' in million)
Particulars	BCTPL		Sener Boya		Bodal-China		Bodal- Indonesia	Bodal Bangla
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22	FY 2022-23	FY 2022-23	FY 2021-22
Sales	0.01	66.53	622.76	850.92	292.70	356.36	19.93	0.00	0.00
PBT	(0.63)	(0.58)	78.32	(257.21)	13.03	28.04	(4.98)	(2.36)	(2.07)
PAT	(0.47)	(0.44)	66.38	(269.40)	12.93	26.75	(4.98)	(2.36)	(2.07)

BODAL CHEMICALS TRADING PVT LTD

Bodal Chemicals Trading Pvt Ltd, a Wholly Owned Subsidiary Company was incorporated in India on 07th December 2018. It was incorporated with object of trading in chemical products. The Company has Commenced commercial operations. It is not a material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company for FY 2022-23 also available on website of the Company at www.bodal. com

BODAL CHEMICALS TRADING SHIJIAZHUANG LTD (CHINA)

Bodal Chemicals trading Shijiazhuang Ltd, a Foreign Wholly Owned Subsidiary of the Company incorporated in China in FY 2018-19, for trading activities in Chemical Products.

Apart from the trading activity within China, this company will become an important arm for Bodal Chemicals Ltd to distribute its final product i.e. dyestuffs in domestic market of China. This will also help sourcing of some raw materials from China to India. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company for FY 2022-23 are available on website of the Company at www.bodal.com

SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM SIRKETI

Apart from the trading activity within Turkey, this company will become an important arm for bodal chemicals Ltd to distribute its final product i.e. dyestuffs in domestic market of Turkey and reach out to other Local Areas. The Company has started commercial operations. It is not material subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Looking at the Business Growth perspective, Your Company has acquired remaining 20% Stake of SENER BOYA- from existing Shareholders of the Company and make SENER- Turkey as Wholly Owned Subsidiary Company of Bodal Chemicals Ltd w.e.f. 28th March 2022 by owning 100% Equity Stake.

Relevant Disclosures Under Regulation 30 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, also intimated to Stock Exchanges (BSE & NSE) along with required information.

Further, Financial Results of the Company for FY 202223 are also available on website of the Company at www. bodal.com

BODALBANGLALTD

Bodal Bangla Ltd, a Foreign Wholly Owned Subsidiary of the Company incorporated on 22nd September 2019 in Bangladesh, for trading activities in Chemicals Products. The Company has started Commercial Operations. Further it is not Material Subsidiary as per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company are available on website of the Company at www.bodal.com

PLUTOECO ENVIRO ASSOCIATION

Plutoeco Enviro Association,an Associate Company ofthe Company incorporated on 27th October 2020 as Section 8 Company for working as Non-Profit Organisation. Further, It is not Material Subsidiary as per the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015

Further, Financial Results of the Company are available on website of the Company at www.bodal.com

SENPA DIS TICARET ANONIM SIRKETI- Step Down Subsidiary company of the Company

SENPA DIS TICARET ANONIM SIRKETI is a Wholly Owned Subsidiary of SENER BOYA KIMYA TEKSTIL SANAYI VE TICARETANONIM SIRKETI which is subsidiary company of Bodal Chemicals Ltd.

PT BODAL CHEMICALS INDONESIA

During the year under review, your Company has incorporated a Foreign Wholly Owned Subsidiary Company outside India namely PT Bodal chemicals Indonesia.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report. Further Company shall place separate audited accounts of the subsidiary companies on the website of the Company at

www.bodal.com

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 the details of developments of subsidiaries of the Company are covered in the Management''s Discussion and Analysis Report which forms part of this Report.

CAPITAL STRUCTURE & LIQUIDITY Authorised Share Capital

During the FY 2022-23, Authorised Share Capital of the Company stood at '' 71,15,00,000/- (Seventy One Crores Fifteen Lacs Only) comprising Equity Share Capital of '' 43,65,00,000 (Forty Three Crores Sixty Five Lacs Only) divided into 21,82,50,000 (Twenty One Crores Eighty Two Lacs Fifty Thousand) Equity Shares of '' 2/- (Rupees Two) each and Preference Share Capital of '' 27,50,00,000 (Twenty Seven Crores Fifty Lacs) divided into 2,75,00,000 (Two Crores Seventy Five Lacs) Preference Shares of '' 10/- (Rupees Ten) each.

The Authorised Capital is increased from '' 69,50,00,000/-to '' 71,15,00,000/-, on Amalgamation of S P S processors Pvt Ltd with Bodal Chemicals Ltd.

Issued and paid-up Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31st March 2023 was '' 251.25 million divided into 12,56,23,465 Equity Shares, having face value of '' 2 each.

During the year Under Review, the Company has allotted 1,66,100 No of Equity share in pursuant of Bodal ESOP Scheme 2017 to eligible employee of the Company.

Further, pursuant to Scheme of amalgamation of S P S Processors Pvt Ltd with Bodal Chemicals Limited, Company has allotted 29,70,700 No of Equity Shares to the shareholders of SPS Processors Pvt ltd (Excluding Bodal Chemicals Limited) after receiving of an order from Hon''ble National Company Law Tribunal-Ahmedabad Bench.

particulars	No of Shares
Paid Up Capital at the Beginning of the Year (1st April 2022)	122481665
Addition of Shares (Pursuant to ESOP Allotment)	166100
Addition of Shares (allotment pursuant to Scheme of Amalgamation)	2970700
Paid Up Capital at the End of the Year (31st March 2023)	125623465

Employees Stock Option (ESOP/ESOS)

- Allotment under ESOP:

During the year Under Review, NRC Committee ofthe Company at their meeting held on 16th September 2022 made allotment of 1,71,100 (Grant-04) equity shares of '' 2/- each at a premium of '' 88.20/- per share, pursuant to exercise of options under the ESOP-2017 Scheme.

- Grant of Stock Options

During the year under reviews, Nomination and Remuneration Committee of Board of Directors

of the Company at its meeting held on 27th May 2022 had considered, approved and made grant of 1,71,100 No of Stock Options (Grant-05) under Bodal Chemicals Limited- ESOP 2017.

Disclosure Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, intimated to Stock Exchanges (BSE & NSE).

Details and Summery of Employee Stock Options granted/vested/exercised during the FY 2022-23 are given in "Annexure 2" to this report.

General Reserve

During the year under review, your directors do not propose to transfer any amount to the General Reserve.

Term Loan and Working Capital

As on 31st March 2023, the Total Debt was '' 7,541.39 million, cash and Cash Equivalents were '' 47.71 million resulting in Net Debt of '' 7493.68 million ('' 6,364.11 million as on 31st March 2022) Total Debt consisted of '' 3,923.06 million of working capital loans and '' 3,618.33 million of long-term loans.

RATINGS

The credit rating for the Company for last two years are as below: -

Type of Credit Rating	Ratings for FY 2022-23	Ratings for FY 2021-22
	India Ratings	India Ratings
Long Term Bank Facilities	IND A /Negative	IND A
Short Term Bank Facilities	IND A /Negative /IND A1	IND A1

DIVIDEND

The Board at its meeting held on 30th May 2023 has recommended Dividend of '' 0.10 (i.e. 5%) per equity share on the equity share of '' 2.00/- each for the financial year 2022-23, amounting to '' 12.58 million. The dividend pay-out is subject to the approval of the shareholders at ensuing 37th Annual General meeting. The dividend will be paid to the members whose names appear in register of members as on Book Closure i.e. 23rd September 2023 to 28th September 2023

TRANSFER OF UNCLAIMED SHARES & DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, Your Company has transferred 85,364 No of equity shares to IEPF Account

for unclaimed Dividend for 7 years from the date of Declared of Dividend for FY 2015-16 (1st Interim Dividend).

Further, The Company has uploaded complete details of such Shares which were already transferred to DEMAT Account of IEPF Authority on its website:- www.bodal. com

Furthermore, Shareholders may claim back the shares which were already credited along with the unclaimed dividend amount from IEPF Authority after following the procedures prescribed under IEPF Rules. The procedures for claiming the same is available on www.mca.gov.in and www.iepf.gov.in.

Further, Details of IEPF Claim during the FY 2022-23 is stated in the Corporate Governance report of the Company, which is part of this Director''s Report forming part of this Annual Return.

PUBLIC /FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit. There were no deposits remaining unpaid/ unclaimed as at the end of the financial year 2022-23 and as such no amount of principal or interest was outstanding, as on the date of the balance sheet.

LISTING OF SECURITIES

Bodal Chemicals has 125623465 Equity Shares of '' 2 each fully paid, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) as on 31st March 2023. The Company confirms that it has paid annual listing fees for the financial year 2023-24 to both the Exchanges (BSE & NSE) where the Company''s equity shares are listed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors'' Appointment, Retirement and Resignation

Bodal Chemicals has 8 (Eight) Directors including 4 (Four) Executives Director and 4 (Four) Independent Directors (Non Executive) including a women director at the end of financial year 31st March 2023.

KEY MANAGERIAL PERSONNEL

- Mr. Suresh J Patel, Chairman and Managing Director (DIN: 00007400)

- Mr. Bhavin SPatel,Executive Director (DIN:00030464)

- Mr. Ankit S Patel, Executive Director (DIN: 02173231)

- Mr. Mayur B Padhya, Chief Financial Officer

- Mr. Ashutosh B Bhatt, Company Secretary

Are the key managerial Personnel of the Company as on the date of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company have received declarations from all Independent Directors that they meet the Criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013 and regulations 27 (2) of the SEBI (LODR) regulations, 2015 (Listing regulations). There were no pecuniary transactions entered into with the Independent Directors apart from sitting fees.

REMUNERATION OF DIRECTORS AND KMP

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, disclosures pertaining to remuneration of Managerial employees, a Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is given in the Corporate Governance report which forms part of this Report.

Company has received Confirmation from Chairman of NRC Committee of the Company that Appointment term and Remuneration decide by the NRC Committee based on NRC Policy of the Company.

REMUNERATION POLICY

The Company has in place a Remuneration policy for the Directors, KMP and Other employees pursuant to the provisions of the Act and the Listing Regulations which is explained in Corporate Governance Report and which forms a part of the Board''s Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has an ongoing Programme where Directors in the course of meetings of the Board of Directors give information about Chemical Business

developments, Expansion of the Company and various amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (Listing Obligation and Disclosures Requirement) regulations, 2015 (herein referred to as "Listing Agreement"), Prohibition & Insider trading regulations, and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company.

Details ofthe Familiarization Programme for Independent Directors are available on the website of the Company at www.bodal.com

DIVERSITY OF THE BOARD

The Company recognises and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates.

BOARD MEETINGS

During the year under review, 5(Five) Board Meetings of Board of Directors were held. Details of the Composition of Board and its Committees and meetings held and Attendance of Directors at such Meetings and other relevant details are provided in the Corporate Governance report, forming part of Director''s Report.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 16th March 2023. Meeting dated 16th March 2023 was held without the presence of NonIndependent Directors and the members of management. In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the following matters were, inter-alia discussed in the meeting:

> Review the performance of Non-Independent Directors and the Board as a whole.

> Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-executive Directors.

> Assess the quality, quantity and timelines of flow of information between the Company management

and the Board that is necessary for the Board Members to effectively and reasonably perform their duties.

BOARD''S ANNUAL EVALUATION

In terms of the requirements of the Companies Act, 2013, and the Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the Directors. The Evaluation framework adopted by the Board is set out in the Corporate Governance Report.

AUDITORSSTATUTORY AUDITORS

Members at its 36th Annual General Meeting held on 26th September 2022 appointed M/s. Naresh J. Patel & Co., Chartered Accountants (Firm Registration No.: 123227W) as Statutory Auditor of the Company to hold office from conclusion of 36th Annual General Meeting of the Company until the Conclusion of 41st Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they satisfy the Independence criteria required under Companies Act, 2013 and Code of Ethics issued by The Institute of Chartered Accounts of India.

The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditor''s Comments on the Company''s Accounts for the financial year ended on 31st March 2023 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of the Companies Act, 2013. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

M/s. Rashmin R. Patel & Co., Chartered Accountants (FRN: 132265W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah,Practicing Company Secretary as a Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2022-23 (Period from 1st April 2022 to 31st March 2023).

The Report of Secretarial Auditor for the financial year

2022- 23 is set out as Annexure 4 and it forms a part of this Report.

Further,under regulation 24A of SEBI (LODR) Regulations, 2015, Company has received Secretarial Compliance Report for the FY 2022-23 from Tapan Shah, Practicing Company Secretary and same to be filed with the Stock Exchanges (BSE & NSE).

COST AUDITORS

2023- 24. The Company has received a written certificate from the Cost Auditor stating that their re-appointment, if made, would be within the prescribed limits under sections 141 of the Companies Act, 2013. The Cost Audit report for the FY 2021-22 has been filed within the prescribed time limits. The Cost Auditor''s Report does not contain any qualification, reservation or adverse remark. Further, remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included in the Notice convening the Annual General Meeting.

During the year under review, the statutory auditors, secretarial auditors and cost auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the financial year under review is presented in Separate Section, forming part of the Annual Report.

CORPORATE GOVERNANCE

Bodal Chemicals Ltd. is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty towards all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Company''s approach to Corporate Governance.

Report on Corporate Governance is annexed and forms an integral part ofthis Annual Report. Certificate from Mr. Tapan Shah, Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.

SECRETARIAL STANDARDS

Secretarial Standards for the Board and General Meetings (SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both these Secretarial Standards.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

Industrial relations at all divisions of your Company have always been cordial and continue to be so. Your directors wish to place on record their appreciation for the cooperation received from employees at all levels.

HUMAN RESOURCESHEALTH, SAFETY AND ENVIRONMENT

It has been our continuous endeavour in Bodal Chemicals Ltd to create safe, healthy & environment friendly work practices with leadership and management support for sustainable business growth. Risk based approach is being adopted and applied in the manufacturing process and

across the business for a safe and healthy outcome which in a way translates into revenue and acts as a catalyst in the overall growth of the organisation. Cross functional participative approach is being practiced for engaging different functions for deeper involvement to create a holistic EHS culture. EHS risks are being managed to an acceptable level involving all stakeholders. Shop floor Safety hands on briefing and training in the form of TBT (Tool Box Talks) and OJT (On Job training) to adopt safe work practices is being actively practiced. PPE''s are being provisioned to all employees and workforce. All employees are encouraged to report near misses and all workplace incidents are collated and evaluated by doing a root cause analysis to prevent re occurrence. During staff interactions feedback on EHS is actively sought and suggestions are being collated and evaluated for adoption as the case may be. Following this approach, there is a dip in numbers which is a reflection of positive EHS change amongst all with increased risk awareness. Regular mock exercises are being practiced at all our plants as part of Emergency Planning, Preparedness and Response. The improvement areas are noted and further adopted going forward to enhance efficiency and effectiveness to deal with any incidents.

We believe in the philosophy, ''Good EHS practices'' makes good business sense & Healthy & Safe workforce is a productive workforce. We have fully equipped OHC manned round the clock with well experienced Doctors and occupational nursing staff. In house Ambulance is also available, Pre medical check-up, annual medical check-up and special health awareness camps are conducted for employees. Medical Team has also initiated "Health Gallery" and company doctor conducts regular counselling sessions and health talks for employees

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2023 is available at Company''s website at www.bodal. com and can be accessed https://www.bodal.com/ files/report1692597023_64e2fb1f4e11b.pdf

ENVIRONMENT PROTECTION

The Company has undertaken various environment friendly measures in its different Units for promoting a better environment. The Company has in place adequate pollution control equipment and all the equipment''s are in operation.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.

SAFETY & WELLBEING OF WOMEN AT THE WORKPLACE

Bodal Chemicals Ltd. has taken various initiatives to ensure a safe and healthy workplace for its women employees. The Company has zero tolerance of sexual harassment at the work place and is fully compliant with the prevailing laws on the prevention of sexual harassment of women at the workplace. As per the provisions of Sections 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Report on the details of the number of cases filed under sexual harassment and their disposal is as under:

SR.	COMPLAINTS UNDER SEXUAL	STATUS
NO.	HARASSMENT (FROM 1st April 2022 TO 31st March 2023)
1	Number of Complaints/Cases pending as at the beginning of FY 2022-23 i.e. 1st April 2022	NIL
2	Number of Complaints/ Cases filed during the year (from 1st April 2022 to 31st March 2023)	NIL
3	Number of Complaints/ Cases pending as at the end of FY 2022-23 i.e. 31st	NIL
	March 2023

VIGIL MECHANISM AND WHISTLEBLOWER POLICY

The provisions of Section 177(9) and (10) of the Companies Act, 2013 mandates every listed company has to establish vigil mechanism for Directors and employees. Bodal Chemicals Ltd. has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to all the employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society as a whole. Details of complaints received and the action taken are reviewed by the Audit Committee. No concerns or irregularities have been reported by employees/directors till date.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee from time to time. None of the Company''s personnel have been denied access to the Audit Committee. The Whistle Blower policy is available on the Company''s website and its web link https://www.bodal.com/files/ titlepdf1689150717_64ae64fd03df3.pdf

ANNUAL ACCOUNTS OF SUBSIDIARY COMPANIES

The Accounts of the Subsidiary Companies for the financial year ended on 31st March 2023 will be made available to any shareholder of the Company on request and will also be available for inspection at the registered office of the Company during working hours till the date of the Annual General Meeting.

Statement containing salient features of financial statements of subsidiaries and Associates pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report in the prescribed Form AOC-1, as "Annexure 1"

The Audited Financial Statements of Company''s subsidiaries for financial year 2023 are available on the Company''s website at www.bodal.com and the same are also available for inspection at the Registered Office of the Company. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

The Company has laid down policy on material subsidiaries and none of the subsidiary is material subsidiary as per the Policy. The policy is placed on the website of the Company and its weblink is https://www. bodal.com/files/titlepdf1631788627_61431e537beea.pdf

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The details of energy conservation, technology

absorption and foreign exchange earnings and outgo as required under section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure 6 to this Report.

RISK MANAGEMENT & INTERNAL CONTROL

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the Management Discussion and Analysis Report forming part of the Directors'' Report.

The Company deploys robust system of internal controls commensurate to the size of the Company and the complexities of its operations. These systems facilitate fair presentation of its financial results in a manner that is complete and reliable, ensure adherence to regulatory and statutory compliances, and safeguards investor interest by ensuring the highest level of governance and consistent communication with investors.

The Internal Auditors of the Company conducts financial, compliance and process improvement audits each year. The Audit Committee oversees the scope and evaluates the overall results of these audits, and members of that Committee regularly attend meetings of Board of Directors. The Audit Committee also reviews the adequacy and effectiveness of the internal control system, and invites functional Directors and senior management personnel to provide updates on operating effectiveness and controls, from time to time. A CEO and CFO Certificate, forming part of the Corporate Governance Report, confirm the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies, if any, to the Audit Committee and rectify the same.

RISK MANAGEMENT COMMITTEE

Company had constituted Risk Management Committee and said Committee had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-today operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat risks. Role and Responsibilities of the Committee has defined as per SEBI (Listing Obligation and Disclosures Requirement) Regulations, 2015. You can Access from Website of the Company at www.bodal.com

The management of the Company is determining various aspects so as to be able to minimise the risk in all spheres of the Company''s business from finance, human resources to business strategy, growth and stability.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company did not provided any Corporate guarantee or Provide any Securities on behalf of Others.

Details of loans, guarantees and investments are covered under the provisions of Section 186 of the Companies Act, 2013, and details are given in notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR Policy primarily rests on three broad tenets viz., Healthcare, Education & Community welfare and the same is within the ambit of Schedule VII of the Act.

Your Company has a strong focus on making company''s CSR efforts more systematic and strategic. Company have established procedures for planning and implementation of major CSR activities in the areas surrounding the Company''s plants. Your Company is presently focused on the following key areas of CSR:

Bodal believes in inclusive development. Our business success interwoven with the welfare of the communities within which we operate. We believe in the lasting positive impact and ensure that society will harvest benefits of our initiatives for the longer time.

We believe in the nation development and growth of education is the key and it is everyone''s right to get better education. So we focus more on promoting education by supporting deserving students. Also we drive Skill Development programme, where our employee spare time and visit nearby villages and coordinates with the school teachers and try to enhance their skill sets. This

Programmes were undertaken digitally and physically.

Village Development: Under this programme we associate with the village people, work with the Sarpanch and other senior members, study their issues and requirements towards the basic village infrastructure, and work directly with them to improve the infrastructure. It''s also covers, proper clean drinking water, drainage system, road, etc. It''s also extended to the behavioral change programme for the longer sustainability.

Encouraging Education and Empowering Children: we are associated with NGO "Unstoppable Yuva" and provide scholarship to deserving students and encourage them for their bright future.

Further, company continued several further initiatives under the CSR programme, directly as well as through different agencies

Further, Your Company continued several other initiatives under the CSR programme, directly as well as through agency namely UVA Unstoppable permitted under the Act.

Detail of CSR Policy and Annual Report on CSR for FY 2022-23 is annexed to this report as "Annexure 7" and forms part of this Report

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Business Responsibility Report for the year ended 31st March 2023 as per clause (f) of sub regulation (2) of regulation 34 of Listing Regulations is annexed and forms part of this Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee and also for the Boards'' approval. The Company has developed a Related Party Transaction

Policy for the purpose of identification and monitoring of such transactions. The Related Party Transaction policy is placed on the Company''s website www.bodal. com and its web link- https://www.bodal.com/files/ titlepdf1652445557_627e51758c1c1.pdf

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Companies Act, 2013, are disclosed in Form AOC-2 as Annexure 8.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year, Company had received SEBI Order, Under Section 15-I of the SEBI Act, 1992 read with Rules 5 of the SEBI (Procedure for holding Inquiry and imposing Penalties) Rules, 1995, in the matter of M/s. Bhageria Industries Limited, Bodal is a Connected Party and for that through SEBI order dated 31st March 2023, Penalty of '' 7 Lacs was levied, which was paid by the Company as on 10th May 2023. However, No Direct case/matter has been initiated against the Bodal.

No such material Order passed by the Regulators or Courts or Tribunals which impacts the Going Concern Status of the Company.

INSURANCE

The Company''s assets are adequately insured.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts for the financial year ended on 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the financial year ended on 31st March 2023 on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with provisions of all the applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your director place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. Your directors also sincerely thank all the stakeholders, professionals, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.

Mar 31, 2018

BOARD''S REPORT

The Members, of Bodal Chemicals Limited

The Directors have pleasure in presenting the "32nd ANNUAL REPORTâ on the business and operations of the Company along with the Audited financial statement for the Financial Year ended 31st March, 2018.

Financial Result

Financial Results of the Company for the year under review along with figures of the previous year are as follows:

RS, in Million

		Standalone		Consolidated
year Ended 31st March	2018	2017	Growth	2018	2017	Growth
Total Revenue	11555	12934	(10.66)	11756	13497	(12.90)
Earnings before Interest, Depreciation and Tax (EBIDTA)	2085	2359	(11.62)	2039	2366	(13.82)
Profit after Tax	1275	1329	(4.06)	1219	1329	(8.28.)
Total comprehensive income	1268	1327	(4.45)	1212	1327	(8.67)
Earnings Per Share (EPS) (Basic)	11.11	12.18	(8.78)	10.62	12.18	(12.81)

Note: previous year''s figures have been recast wherever necessary.

The Financial Year under Review 2017-18

Performance Discussion

The Financial year 2017-18 is another consecutive year where your company has performed well but the same has not been fully reflected in the top line and bottom-line as we experienced normalisation of prices of finished goods and increased cost of the raw materials. Despite all odds company has achieved productivity gains, volume growth and sustained margins. The Company has also absorbed cost increases with purchasing efficiencies.

Total Consolidated Revenue of the Company was lowered by 12.90% and profit after tax was lowered by 8.28%. The same is mainly because of there had been some abnormal price hike in one of the dye intermediate during FY2017.

The Company is committed towards expansion of its market share in the domestic market as well as in the overseas market.

Bodal Chemicals Limited (BCL)

Bodal Chemicals Limited is the most integrated Dyestuffs Company in India and also the biggest manufacturer of Dye Intermediates in India. The Company''s product range covers Dyestuffs, Dye Intermediates and Basic Chemicals broadly classified under Specialty Chemicals. It has a unique and integrated product line covering forward and backward integration to dye intermediates. It contributes about 20% of India''s capacity and about 5% of the world''s capacity for Dye Intermediates. Out of the total sales, about 31% is exported to over 40 countries across the world.

The Company is listed on BSE Ltd. (Bombay Stock Exchange) and National Stock Exchange of India Ltd. (NSE). The broad areas of operations of the Company are as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal Chemicals has capacity of manufacturing more than 150 variants of Dyestuff which are principally used as raw materials in Textiles, Leather, Paper & other Dyestuff consuming industries

Dye Intermediates

Bodal the largest manufacturer of Dye Intermediates in India and among the leading manufacturers of Dye Intermediates in the world. Bodal Chemicals has capacity of manufacturing up to 25 Dyes Intermediates products. These Dye Intermediates are directly sold as well as consumed captivity for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol and Acetanilide. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the Company

Subsidiaries, Associates & Joint Ventures

During the period under review, Bodal Chemicals had one Subsidiary Company and one Associate Company namely, S P S Processors Pvt. Ltd. and Trion Chemicals Pvt. Ltd., respectively, and pursuant to section 129(3) of the Companies Act, 2013 and Indian Accounting Standards-110 ("IND AS 110â) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its associates companies and Subsidiaries and form part of this Annual Report. A Statement containing the salient features of the financial statement of the Company''s Subsidiaries, Associate(s) and Joint Ventures is enclosed as Annexure 1 in Form AOC- 1 annexed to this Annual Report. In terms of provisions of sections 136 of the Companies act, 2013, the Company shall place separate audited accounts of the Subsidiary and Associate Companies on the website of the Company- www.bodal.com

S P S Processors Pvt. Ltd. (SPS)

S P S Processors Pvt. Ltd. is a company engaged in manufacturing of dye intermediates.

Your Company is holding 70% equity stake in S P S Processors Pvt. Ltd, which is a subsidiary company of Bodal Chemicals Ltd.

SPS has a manufacturing plant located at Kosi, Uttar Pradesh, India having running operational capacity to produce 3,000 tons per annum (TPA) of H-Acid, a key Dye Intermediate. The manufacturing plant is a "zero dischargeâ unit and only about two and half year old.

SPS Processors Pvt. Ltd. also has all necessary permissions to manufacture Vinyl Sulphone another key Dye Intermediate, as well as Dyestuff, at the same plant.

With the available permissions, the Company has started building a 6000 TPA Vinyl Sulphate plant which is estimated to cost about H 200 million. The project is expected to be completed in the second quarter of FY2019.

This investment will help the Company increase its manufacturing capacity of Dye Intermediates and consolidate its position in the local and global markets of Dye Intermediates and Dyestuff.

Trion Chemicals Pvt. Ltd. (TCPL)

In line with the Company''s diversification strategy, Bodal Chemicals has made an investment of H 29 Million in TCPL, and had acquired 42% ownership of the Company. The investment in TCPL opens a new line of activity for the Company and enables expansion and diversification in of Specialty Chemicals.

During the current financial 2018-2019, your Company has made further investment in TCPL of H 29.86 Million during the month of June 2018 and after the said acquisition the stake of Bodal Chemicals Ltd in TCPL is 59% and TCPL had become a subsidiary company of Bodal Chemicals Ltd.

TCPL is producing Specialty chemicals which is a disinfectant, algaecide and bactericide mainly for Swimming pools and water treatment; also used as a bleaching agent in the textile industry.

TCPL has commissioned a plant to manufacture Trichloroisocyanuric Acid (TCCA) at Neja, Near Khambhat, Gujarat. TCCA is a disinfectant

- an algaecide and bactericide used mainly by swimming pools and water treatment plants. It is also used as a bleaching agent by the textiles industry.

TCPL''s TCCA plant is the first plant of this specialty chemical in India. TCPL''s business plan is focused on the US market. Company is targeting mainly USA market. It has already secured EPA licence in USA for environment protection.

Apart from the above companies, Bodal Chemicals Ltd. does not have any other subsidiary, associate or joint venture company.

Capital Structure & Liquidity Authorised Share Capital

During the year under review, Authorised Share Capital of the Bodal Chemicals Ltd. is H 52,00,00,000/- (Rupees Fifty Two Crore Only) divided into 13,50,00,000 (Thirteen Crore Fifty Lacs only) Equity Shares of H 2/- (Rupees Two) each and 2,50,00,000 (Two Crore Fifty Lacs only) Preference Shares of H 10/- (Rupees Ten) each.

Qualified Institutional Placement:

During the year under review your Company has successfully completed its maiden Qualified Institutional Placement (QIP) of H 2250 million by way of issue of 1,30,81,395 Number of Equity Shares of H 2 each to QIPs, at a premium of H 170 per equity share. The funds raised from QIP are being used towards building production capacities of Dyestuff and Basic chemicals plants at unit 7 situated at Dudhwada, Vadodara, Gujarat and also building production capacity of Vinyl Sulphone Plant of Subsidiary Company i.e. SPS, situated at Kosi, Uttar Pradesh. Further, the amount raised is also used for General Corporate purpose. Furthermore the funds raised by the company is used only for the purpose mentioned in the offer document issued by the Company for raising fund under QIP

Issued and paid up Share Capital

During the year under review, Company issued and allotted 1,30,81,395 Number of Equity Shares to QIPs (Qualified Institutional Placement). Hence the Issued, Subscribed & Paid-up Equity Share Capital of the Company increased from 109107370 Equity Shares to 122188765.

Further, the Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31st March, 2018 was H 244.38 million divided into 122188765 Equity Shares, having face value of H 2 each.

Employees Stock Option (ESOP/ESOS)

During the year under review, member of the company has approved Employee stock option plan i.e. Bodal Chemical- ESOP 2017, in the Annual General Meeting held on 23-09-2017. Further, your company has granted 146200 Number of options to the various employees of the company under the scheme. Details of Employee Stock Options granted/vested/exercised during the year 2017-18 are given in "Annexure 2â to this report.

General Reserve

During the year under review, your Directors do not propose to transfer any amount to the General Reserve.

Term Loan and Working Capital

As on 31st March, 2018, the Total Debt was RS, 1478.76 Million, Cash and Cash Equivalents were RS, 185.55 Million resulting in Net Debt of RS, 1,293.21 Million (RS, 1,361.54 Million as on 31st March, 2017) Total Debt consisted of RS, 1471.06 Million of working capital loans and RS, 7.70 Million of long term loans, including long term loans maturing within 12 months of the balance sheet date.

Ratings

Based on the recent developments at the Company as well as operational and financial performance, Credit Analysis & Research Ltd (CARE) has upgraded the credit rating of the Company as follows:-

Voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Furthermore, Shareholders may claim back the shares credited along with the unclaimed dividend amount from IEPF Authority after following the procedures prescribed under IEPF Rules. The procedures for claiming the same is available at www.mca.gov.in and www.iepf.gov.in.

Furthermore, Underlying shares on which dividend has remained unclaimed from 2010-11 onwards, will be due for transfer to IEPF account during the year and individual notices to that effect have been sent to concerned shareholders. Shareholders who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Company''s Registrar and Transfer Agents, at the earliest to avoid transfer of dividend and underlying shares to IEPF.

Capital Expenditure

During the year under review, your company had successfully completed upgraded/ expansion of following manufacturing facilities and, during the month of March, 2018, commercial production has also been started at the Unit VII situated at Vilage Dudhwada, Padara, Vadodara. Furthermore, capacity utilization will gradually increase in the current financial year 2018-19. The details of the plants are mentioned as below;

1. Your Company has completed Expansion of Dyestuff plant by 12.000 Metric Tons Per Annum (MTPA). After the said Expansion, the total capacity of Dyestuff plants of the company stands at 29.000 MTPA, excluding Liquid Dyestuff.

2. Completed Up gradation of Utility Section including establishment of Co-generation power plant of 5 Mega Watts (MW).

Dividend

During the FY- 2017-18, the Company declared Final Dividend of RS, 0.80 Per share (or 40% of face value RS, 2), which will absorb RS, 117.65 Million, including dividend distribution tax of RS, 19.90 Million.

During the FY- 2016-17, the Company declared Interim Dividend of RS, 0.30 Per share (or 15% of face value RS, 2), which absorbed RS, 39.39 Million, including dividend distribution tax of RS, 6.66 Million. Further, Final Dividend of RS, 0.50 (or 25% of face value RS, 2) per share absorbed RS, 65.66 Million, including dividend distribution tax of RS, 11.11 Million..

Transfer of Unclaimed Shares & Dividend Amount to Investor Education and Protection Fund

Section 124 of the Companies Act, 2013 mandates that companies shall transfer dividend that remain unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Un-claimed dividend which has been transferred to IEPF, has been disclosed in the Corporate Governance report forming part of Directors Report

Further, In pursuance of Regulation 39 read with Schedule VI of the Listing Regulations, the Company has in FY 2018, transferred 612835 unclaimed shares belonging to 3314 shareholders, to the ''Unclaimed Suspense Account'' opened by IEPF Authority with CDSL System with depository Participant SBI CAP Securities Ltd., for the purpose after following due process. Details of shares transferred to the suspense account, claimed during the year and balance as on 31st March, 2018, are given below:

SR. NO	Particulars	Shareholders/ No of Records	No. of shares
1	Outstanding shares at the beginning of the year	3314	612835
2	Shareholders approached the Company for transfer	0	0
3	Shareholders whose shares were transferred from suspense account	0	0
4	Outstanding shares at the end of the year	3314	612835

Type of Credit Rating	India Rating	CARE Rating
Rating for Long-Term	IND A	CARE A; Stable
Bank Facilities		[Single A; Outlook: Stable]
Rating for Short Term	IND A	CARE A1
Bank Facilities		[A One]

Symbols	Rating Definition (source from www.careratings.com)
CARE A	Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.
CARE A1	Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

Public /Fixed Deposits

The Company has not accepted any deposit during the financial year under review. There were no deposits remaining unpaid/ unclaimed as at the end of the financial year 2017-18 and as such no amount of principal or interest was outstanding, as on the date of the balance sheet.

Listing of Securities

Bodal Chemicals has 12,21,88,765 Equity Shares of RS, 2 each fully paid, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company confirms that it has paid annual listing fees for the financial year 2018-19 to both the Exchanges where the Company''s equity shares are listed.

Directors and Key Managerial Personnel Directors'' Appointment, Retirement and Resignation

Bodal Chemicals has 7 (Seven) Directors including 3 (Three) Executives Director and 4(Four) Independent Directors including a woman Director.

Appointment of Directors

On the recommendation of the Nomination and Remuneration Committee, Mr. Sunil K Mehta (having DIN:01736527) was appointed as an Additional Director of the Company with effect from 13th December 2017. In accordance with Section 161 of the Companies Act, 2013, Mr. Sunil K Mehta will hold office up to the date of the forthcoming AGM of the Company and being eligible, offers his candidature for appointment as a Director accustomed to act as an Independent Director, on the Board of the Company for 5 years w.e.f. 13th December 2017. Your approval for his appointment as Independent Director has been sought in the Notice convening the forthcoming AGM of the Company.

On the recommendation of the Nomination and Remuneration Committee, Board has re-appointed Mr. Suresh J. Patel (DIN: 00007400) as Chairman and Managing Director for a period of 2(Two) years with effect from 13th May 2018 and Mr. Bhavin S Patel (DIN: 00030464) as Executive Director for a period of 5 (five) years with effect from13th May 2018. Their appointments are subject to approval of Members of the Company. Further, Members approvals are required for appointment of Mr. Suresh J. Patel as Chairman and MD and Mr. Bhavin S. Patel as Executive Director and payment of remuneration and your approval has been sought for the same in the Notice convening the forthcoming AGM of the Company.

Mr. Ankit S. Patel, Executive Director, retires by rotation at the ensuring Annual General Meeting. He, being eligible, offers himself for reappointment. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013. Details of all the Directors have been covered in the Corporate Governance Report which forms a part of the Annual Report.

For the perusal of Shareholders, a brief resume of all the above Directors, nature of their expertise, their shareholding in the Company and other required details are given in the section of the Corporate Governance Report, which forms a part of the Director''s Report in the Annual Report.

Resignation of Director

Mr. Surendra N. Shah, (having DIN: 00160401) Director accustomed to act as an Independent Director, resigned from the post of Director (Independent) of the Company with effect from 07th October, 2017 and the Board of Directors took note of the same at the Board Meeting held on 10th October, 2017. The Board of Directors places on record their deep appreciation of the valuable guidance and immense contribution made by Mr. Surendra N Shah during his tenure as Independent Director of the Company.

Key Managerial Personnel

Mr. Suresh J Patel, Chairman and Managing Director (DIN:0007400), Mr. Bhavin S Patel, Executive Director (DIN:0030464), Mr. Ankit S Patel, Executive Director (DIN:02173231), Mr. Mayur B Padhya, Chief Financial Officer and Mr. Ashutosh B Bhatt, Company Secretary and Compliance Officer (FCS No.: 9516) are the Key Managerial Personnel of the Company as on the date of this Report.

Declaration by Independent Directors

The Company has received declaration from all Independent Directors that they meet the Criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013 and regulations 27 (2) of the SEBI (LODR) regulations, 2015 (Listing regulations). There were no pecuniary transactions entered into with the Independent Directors apart from sitting fees.

Remuneration of Directors and KMP

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, disclosures pertaining to remuneration of Managerial employees, a Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure 3 which forms part of this Report.

Remuneration Policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is explained in Corporate Governance Report and which forms a part of the Board''s Report.

Familiarization Programme for Independent Directors:

The Company has an on-going programme where Directors in the course of meetings of the Board of Directors give information about Chemical Business developments, Expansion of the Company and various amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (LODR) regulations, 2015 (herein referred to as "Listing Agreementâ), Prohibition & Insider trading regulations, and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company. Details of the same are available on the website of the Company- www.bodal.com

Diversity of The Board

The Company recognizes and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates. This Policy can be accessed from the Company''s website-www.bodal.com and its web link https://bodal.com/ live.php?data=6_l2

Board Meetings

During the year under review, 6(six) meetings of the Board of Directors were held. Details of the Composition of the Board and its committees and meetings held and attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

Meeting of Independent Directors

The Independent Directors of the Company met separately on 13th December, 2017 without the presence of Non-Independent Directors and the members of management. In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the following matters were, inter-alia discussed in the meeting:

- Review the performance of Non-Independent Directors and the Board as a whole

- Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Nonexecutive Directors.

- Assess the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board Members to effectively and reasonably perform their duties

Board''s Annual Evaluation

Auditors Statutory Auditors

Your Directors recommend, as identified and suggested by the Audit Committee of the Company, to continue with M/s Deloitte Haskins & Sells LLP, (FRN No. 117366W/W-100018) as statutory Auditor of the Company for FY-2018-19, subject to approval of the Members of the Company, to hold office from the conclusion of the Thirty Second (32nd) Annual General Meeting until the conclusion of the Thirty Third (33rd) Annual General Meeting of the Company.

The Company has received a certificate from the Auditors stating that their appointment, if made, will be within the limit specified under Sections 139 and 141 of the Companies Act, 2013.

The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditor''s Comments on the Company''s Accounts for the financial year ended on 31st March, 2018 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of the Companies Act, 2013The Auditor''s Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah, Practicing Company Secretary as a Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2017-18.

The Report of Secretarial Auditor for the financial year 2017-18 is set out as Annexure 4 and it forms a part of this Report.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed cost audit related to the Company''s product Dye Intermediates and Dyes. Based on this requirement and the recommendation made by the Audit Committee, the Board of Directors has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor for the Financial Year 2018-19. The Company has received a written certificate from the Cost Auditor stating that their re-appointment, if made, would be within the prescribed limits under sections 141 of the Companies Act, 2013. The Cost Audit report for the FY 2017 has been filed within the prescribed time limits. The Cost Auditor''s Report does not contain any qualification, reservation or adverse remark. Further, remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included as Item No. 6 of the Notice convening the Annual General Meeting.

Management Discussion & Analysis

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the financial year under review is presented in a separate section, forming part of the Annual Report.

Corporate Governance

Bodal Chemicals Ltd. is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Company''s approach to Corporate Governance.

Report on Corporate Governance is annexed and forms an integral part of this Annual Report. Certificate from the Mr. Tapan Shah, Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.

Secretarial Standards

Secretarial Standards for the Board and General Meetings(SS-1 & SS-2) are applicable to the Company. The Company has complied with the provisions of both these Secretarial Standards.

Industrial Relations & Human Resources

Industrial relations at all divisions of your Company have always been cordial and continue to be so. Your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

Human Resources

Human Resource in Bodal is not a just function but strategic agenda. As we all know our company is preparing itself for the "NEXT PHASEâ since FY16. Bodal is extensively working on the transformation of the existing practices, working methods etc. and gearing up for the changing business environment. Also during the year Management and HR together have taken one of the strategic agenda to breaking silos and creating company without boundaries to ensure simplification, speed, and agility.

Bodal believes in youth and develop them as future leader by giving different challenging assignments to lead. Also our company celebrating different days like World Environment Day, Safety Week Celebration, and Independence Day (15th August) to engage our team members in informal occasions.

In FY 17 company has invested into new technology in existing

operations and that leads to skill enhancement of existing team members, for that we called external trainers and subject matter experts who trains our team members for the new installed technology. During the year HR, Safety and OHC department has also organized different training programs to educate and enhance the competencies of existing team members.

During the year Bodal Management has taken positive initiative for employees by offering ESOP to their Senior team members and given opportunity to be partner in business. This step was welcomed at very large level and spread positivity among team members.

Health, Safety and Environment

Employee''s Health, Safety and Environmental protection are core business values within your Company. The Company''s Management believes that environment and safety of all its Employees including those who associated with the projects sites and manufacturing facilities is of prime importance. We believe that it''s our responsibility to protect its employees, property and environment in which it operates.

As your Company deal with chemical and is in the manufacturing dye intermediate, dyes stuff, sulphuric acid, and speciality chemicals, it has to make sure that the highest degree of safety measures is maintained in order to avoid any risk at the workplace.

Your Company is committed to maintain its operations and workplace free from incidents and significant risk to the health and safety of its stakeholders through improving their work skills, strong channels of communication, safety awareness, and sound training practices. Further, Your Company has well-equipped Occupational Health Centre to monitor health of employees on regular interval basis. This Occupational Health Centres facility is driven by the qualified team of medical representatives, which include Doctor, and medical representatives, those are giving service 24X7.

Your Company has structured plan for educating its team members and new appointees on the Safety, where your company provides Safety Induction to new team members and to create awareness among existing team members and their updating. Company provides regular training on Safety and Health related topics. Further, all safety initiatives are driven through well-defined SOP (Standard Operating Policies).

Your Company has an ISO 9001: 2015, ISO 14001:2015, certifications for its production of dye intermediates & Dye stuff.

All safety statutory requirements like licenses, mock drills under emergency conditions, fire Hydrant for each unit and testing of manufacturing equipmentâs etc. are being complied with Requirements of environmental acts and regulations. Further Your Company focusing on the Reduce, Recover and Reuse model for the natural resources. By keeping future in mind we are building up facility for water treatment.

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Extract of The Annual Report

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure 5 to this Annual Report.

Environment Protection

The Company has undertaken various environment friendly measures in its different units for promoting a better environment. The Company has in place adequate pollution control equipment and all the equipmentâs are in operation.

Green Initiative

Safety & Wellbeing of Woman at the Work Place

Annual Accounts of Subsidiary & Associate Companies

The Accounts of the Subsidiary & Associate Companies for the financial year ended on 31st March, 2018 will be made available to any shareholder of the Company on request and will also be available for inspection at the registered office of the Company during working hours till the date of the Annual General Meeting.

Statement containing salient features of financial statements of Subsidiaries and Associates pursuant to section 129 of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to this Report in the prescribed Form AOC-1, as "Annexure 1â

The Audited Financial Statements of Company'' subsidiary for financial year 2018 are available on the Company''s website at www.bodal.com and the same are also available for inspection at the Registered Office of the Company. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

The Company has laid down policy on material subsidiaries and none of the subsidiary is material subsidiary as per the policy. The policy is placed on the website of the Company and its web link is https://bodal.com/live. php?data=6_l2.

Conservation of Energy, Research & Development (R&D), Technology Absorption & Foreign Exchange Earnings & Outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under section 134(3) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts of Companies) Rules, 2014 is annexed as Annexure 6 to this Report.

Risk Management & Internal Control

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the Management Discussion and Analysis Report forming part of the Directors'' Report.

The Company deploys robust system of internal controls commensurate to the size of the Company and the complexities of its operations. These systems facilitate fair presentation of our financial results in a manner that is complete and reliable, ensure adherence to regulatory and statutory compliances, and safeguards investor interest by ensuring the highest level of governance and consistent communication with investors.

Vigil Mechanism and Whistle-blower Policy

The provisions of Section 177(9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for Directors and employees. Bodal Chemicals Ltd. has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to all the employees of the Company to raise their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company or society as a whole. Details of complaints received and the action taken are reviewed by the Audit Committee. No concerns or irregularities have been reported by employees/directors till date.

Sr. No.	Complaints Under Sexual Harassment (From 01-04-2017 TO 31-03-2018)	Status
1	Number of Complaints/Cases pending as at the beginning of FY 2017-18 i.e. 01-04-2017	NIL
2	Number of Complaints/ Cases filed during the year (from 01-04-2017 to 31-03-2018)	NIL
3	Number of Complaints/ Cases as at the end of FY 2017-18 i.e. 31-03-2018	NIL

The Internal Auditors of the Company conduct financial, compliance and process improvement audits each year. The Audit Committee oversees the scope and evaluates the overall results of these audits, and members of that Committee regularly attend meetings of Board of Directors. The Audit Committee also reviews the adequacy and effectiveness of the internal control system, and invites functional Directors and senior management personnel to provide updates on operating effectiveness and controls, from time to time. A CEO and CFO Certificate, forming part of the Corporate Governance Report, confirm the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies, if any, to the Audit Committee and rectify the same.

Particulars of Loans, Guarantees and Investments

During the year, the Company had not provided any corporate guarantee on behalf of others.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Corporate Social Responsibility

The Company''s CSR Policy primarily rests on three broad tenets viz., Healthcare, Education & Community welfare and the same is within the ambit of Schedule VII of the Act. During the year, Company continued several initiatives under the CSR program, directly as well as through agency namely UVA Unstoppable permitted under the Act. Details of CSR policy and CSR activities undertaken during the year is annexed to this report as "Annexure 7â and forms part of this Report..

Related Party Transactions

All related party transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transaction Policy for the purpose of identification and monitoring of such transaction. The Related Party Transaction policy is placed on the Company''s website www.bodal.com and its web link-https://bodal.com/live. php?data=6_l2

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Companies Act, 2013, are disclosed in Form AOC-2 as Annexure 8

Insurance

The Company''s assets are adequately insured.

Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts for the financial year ended on 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(d) the Directors have prepared the annual accounts for the financial year ended on 31st March, 2018 on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with provisions of all the applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors place on record their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels which was instrumental in sustained performance of the Company. Your Directors also sincerely thank all the stakeholders, professionals, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.

For and on behalf of the Board

Suresh J. Patel

Date: 14th August, 2018 Chairman & Managing Director

Place: Ahmedabad (DIN: 00007400)

Mar 31, 2017

The Members, of Bodal Chemicals Limited

The Directors have pleasure in presenting the â31st ANNUAL REPORTâ on the business and operations of the Company along with the Audited financial statement for the Financial Year ended 31st March, 2017.

Financial Result

Financial Results of the Company for the year under review along with figures of the previous year are as follows:

Rs. in Million

	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Total revenue	11909.05	9218.02	12431.27	9218.86
profit before Interest, depreciation and taxation (EBITDA)	2319.22	1698.43	2374.77	1685.15
Less: Depreciation	258.52	257.78	288.94	257.90
profit Before Interest & taxation (EBIT)	2060.70	1440.65	2085.83	1427.25
Less: Finance Cost	66.34	121.99	86.91	121.99
profit Before tax (PBT)	1994.36	1318.66	1998.92	1305.26
Less: Tax Expenses	708.24	452.67	712.46	445.39
Less : Minority Interest and Share in Profit of Associates	-	-	0.62	-
profit After tax (pat)	1286.12	865.99	1285.84	859.87
Addition on Amalgamation with Bodal Agrotech Ltd.	-49.04	0.00	0.00	0.00
Balance brought forward from previous year	1450.56	913.36	1401.08	870.01
Amount available for appropriation	2687.64	1779.35	2686.92	1729.87
Appropriations:
Interim Dividend	32.73	65.47	32.73	65.47
Dividend Distribution tax	6.67	13.32	6.67	13.32
Capital Redemption Reserve	Nil	250.00	Nil	250.00
Balance carried to Balance sheet	2648.24	1450.56	2647.52	1401.08

Note: Previous yearâs figures have been recast whenever necessary

The Financial Year under Review 2016-17

Performance Discusssion

The Financial year 2016-2017 is a successive year in which the Company has posted the highest ever Net Profit in its history. During the year under review, the Company has achieved another historic milestone by reaching its highest ever Total Revenue of RS.11909.05 million. The Company is committed towards expansion of its market share in the domestic market as well as in the overseas market. The major highlights of financial performance of the Company for the financial year 2016-2017, are as follows:

Standalone performance of Company

- Total Revenue increased from RS.9218.02 million to RS.11909.05 million - increase by 29.19%.

- Cash Profit for the year stood at RS.1581.07 million and Cash EPS stood at RS.14.49.

- EBIDTA increased from RS.1698.43 million to RS.2319.22 Million. - an increase by 36.55%.

- Profit before tax increased from RS.1318.66 million to RS.1994.36 Million -an increase by 51.24%.

- Net Profit stood at RS.1286.12 Million compared to Net Profit of RS.865.99 Million an increase by 48.51%.

- Earning per Shares was RS.11.79

The Company has performed well during the financial year 2016-17, with productivity gains, volume growth and sustained margins notwithstanding rise in input costs. The Company has absorbed cost increases and yet improved margins with purchasing efficiencies, improvement in manufacturing yield/usage and overall expenditure control.

Bodal Chemicals Limited (BCL)

We believe that Bodal Chemicals Limited is the most integrated Dyestuffs Company in India and also the biggest manufacturer of Dye Intermediates in India. The Companyâs product range covers Dyestuffs, Dye Intermediates and Basic Chemicals broadly classified under Specialty Chemicals. It has a unique and integrated product line covering forward and backward integration to dye intermediates. It contributes about 20% of Indiaâs capacity and about 5% of the worldâs capacity for Dye Intermediates. Bodal Chemicals has capacity of manufacturing upto about 25 varieties of Dye Intermediates and upto about 150 variants of Dyestuff which are principally used as raw materials in Textiles, Leather, Paper & other Dyestuff consuming industries. Out of the total production, about 30% is exported to over 50 countries across the world.

Company is listed on BSE Ltd. (Bombay Stock Exchange) and the National Stock Exchange of India Ltd. (NSE).

The broad areas of operations of the Company are as under:

Dyes

The Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal can manufacture upto about 150 variants of Dyes products to cater to Textiles, Leather and Paper Industry

Dye Intermediates

Bodal the largest manufacturer of Dye Intermediates in India and among the leading manufacturers of Dye Intermediates in the world. The Company can manufacture upto about 25 Dyes Intermediates products. These Dyes Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, and Acetanilide. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the Company

Subsidiaries, Associates & Joint Ventures

During the period under review, Bodal Chemicals had one Subsidiary Company and one Associate Company namely, S P S Processors Pvt. Ltd. And Trion Chemicals Pvt. Ltd., respectively, and pursuant to section 129(3) of the Companies Act, 2013 and Accounting Standard-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its associates companies and Subsidiaries and form part of this Annual Report. A statement containing the salient features of the financial statement of the Companyâs Subsidiaries, Associates and Joint Ventures is enclosed as Annexure 1 in Form AOC-1 annexed to this Annual Report. In terms of provisions of sections 136 of the Companies act, 2013, the Company shall place separate audited accounts of the Subsidiary and Associate Companies on the website of the Company-www.bodal.com

SPS processors pvt. Ltd. (sps)

S P S Processors Pvt. Ltd. is a company engaged in manufacturing of dye intermediates.

The Company has made an investment of RS.40.9 Million for acquisition of 70% equity stake in S P S Processors Pvt. Ltd, which is therefore now a subsidiary company of Bodal Chemicals Ltd.

S P S Processors Pvt. Ltd. has a manufacturing plant located at Kosi, Uttar Pradesh, India having running operational capacity to produce 3,000 tons per annum (TPA) of H-Acid, a key Dye Intermediate. The manufacturing plant is a âzero dischargeâ unit and only about one and half year old.

SPS Processors Pvt. Ltd. also has all necessary permissions to manufacture Vinyl Sulphone - another key Dye Intermediate, as well as Dyestuff, at the same plant.

With the available permissions, the Company has started building a 4,200 TPA Vinyl Sulphone plant, which is estimated to cost about RS.100 million. The project is expected to completed in the first half of FY2017-18.

This investment will help the Company increase its manufacturing capacity of Dye Intermediates by about 25% and consolidate its position in the local and global markets of Dye Intermediates and Dyestuff.

Trion Chemicals pvt. Ltd. (TCpL)

In line with the Companyâs diversification strategy, Bodal Chemicals has made an investment of RS.29 Million in TCPL, and had acquired 42% ownership of the Company. The investment in TCPL opens a new line of activity for the Company and enables expansion and diversification in Specialty Chemicals.

TCPL is producing Specialty chemicals which is a disinfectant, algaecide and bactericide mainly for Swimming pools and water treatment; also used as a bleaching agent in the textile industry

TCPL has commissioned a plant to manufacture Trichloroisocyanuric Acid (TCCA) at Neja, near Khambhat, Gujarat. TCCA is a disinfectant - an algaecide and bactericide used mainly by swimming pools and water treatment plants. It is also used as a bleaching agent by the textiles industry.

TCPLs TCCA plant is the first plant of this specialty chemical in India. TCPLs business plan is focused on the US market. It has already secured EPA licence in USA for environment protection.

Apart from the above companies, Bodal Chemicals Ltd. Does not have any other subsidiary, associate or joint venture company.

Scheme of Arrangement (Amalgamation of Bodal Agrotech Ltd.)

During the financial under review, the Honâble Gujarat High Court approved a Scheme of Arrangement (Scheme) in the nature of Amalgamation between Bodal Chemicals Limited (Amalgamated Company) and its wholly owned subsidiary company Bodal Agrotech Limited (Amalgamating Company) vide its Order dated 11^th November, 2016. The Company has filed the said Order with the Registrar of Companies on 20^th December, 2016.

Capital Structure & Liquidity Authorised share Capital

During the year under review, upon coming into effect of the above mentioned Scheme, the Authorised Share Capital of Bodal Agrotech Limited (Transferor Company) amounting to ?3,00,00,000/- has been added to the Authorised Share Capital of the Bodal Chemicals Ltd. (Transferee Company). Hence, the Authorised Capital of the Company has been increased to ?52,00,00,000/- (Rupees Fifty Two Crore Only) divided into 13,50,00,000 (Thirteen Crore Fifty Lacs only) Equity Shares of RS.2/- (Rupees Two) each and 2,50,00,000 (Two Crore Fifty Lacs only) Preference Shares of RS.10/- (Rupees Ten) each.

Issued and paid up Share Capital

The Issued, Subscribed & Paid-up Equity Share Capital of the Company as at 31^st March, 2017 was RS.218.21 million divided into 109107370 Equity Shares, having face value of RS.2 each. There was no change in the paid-up Equity Share Capital, during the financial year under review.

General Reserve

During the year under review, your Directors do not propose to transfer any amount to the General Reserve.

Term Loan and Working Capital

As on 31^st March, 2017, the Total Debt was RS.1418.71 million and Cash and Cash Equivalents were RS.38.11 million resulting in Net Debt of RS.1380.6C million (1424.35 million as on 31st March 2016). Total Debt consisted of RS.1411.52 million of working capital loans and RS.7.19 million of long term loans, including long term loans maturing within 12 months of the balance sheet date.

Ratings

Based on the recent developments at the Company as well as its operational and financial performance, Credit Analysis & Research Ltd (CARE) has upgraded the credit of the Company as follows:

type of Credit rating	revised rating	earlier rating
Rating for Long-Term	CARE A; Stable	CARE A-
Bank Facilities	[Single A; Outlook: Stable]	[Single A Minus]
Rating for Short Term	CARE A1 [A One]	CARE A2
Bank Facilities		[A Two Plus]

symbols	rating definition (source from www.careratings.com)
CARE A	Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.
CARE A1	Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations. Such instruments carry lowest credit risk.

Dividend

During FY 2016-17, the Company declared Interim Dividend of H0.30 Per share (or 15% of face value RS.2) which will absorb RS.39.40 million, including dividend distribution tax of RS.6.67 million. Further, Final Dividend of H0.50 (or 25% of face value RS.2) per share absorbed RS.65.66 million, including dividend distribution tax of RS.11.11 million.

During FY 2015-16, the Company declared 2(two) Interim Dividends of H0.20 per share (or 10% of face valueRS.2) and H0.40 per share (or 20% of face value RS.2). The Total Dividend for the financial year, including the two interim dividends, amountee to H0.60 per equity share and absorbed RS.78.79 million, including dividend distribution tax of RS.13.32 million.

Transfer of amount to Investor Education & protection Fund (IEPF)

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, on the Companyâs website- www.bodal.com

Capital Expenditure

During the financial year 2017, Bodal chemicals incurred capital expenditure of RS.309.03 million. This expenditure was mainly towards improvement in production facilities, implementation of better technology and regular maintenance capex. This expenditure was also towards betterment of Effluent Treatment Plant and purchase of new equipments at Laboratory

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Sections 186 of the Companies Act, 2013 are given in the Notes to Accounts that form part of this Annual Report.

Public /Fixed Deposits

The Company has not accepted any deposit during the financial year under review. There were no deposits remaining unpaid/ unclaimed as at the end of the financial year 2016-17 and as such no amount of principal or interest was outstanding, as on the date of the balance sheet.

Listing of securities

Bodal Chemicals has 10,91,07,370 Equity Shares of RS.2 each fully paid, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company confirms that it has paid annual listing fees for the financial year 2017-18 to both the Exchanges where the Companyâs equity shares are listed.

Directors and Key Managerial personnel directorsâ Appointment, retirement and resignation

Bodal Chemicals has 7(Seven) Directors including 3(Three) Executive Directors and 4(Four) Independent Directors.

Appointment

On the recommendation of the Nomination and Remuneration Committee, Mr. Nalin Kumar (having DIN:03060741) was appointed as an Additional Director of the Company with effect from 13th February, 2017. In accordance with Section 161 of the Companies Act, 2013, Mr. Nalin Kumar will hold office upto the date of the forthcoming AGM of the Company and being eligible, offers his candidature for appointment as a Director accustomed to act as an Independent Director, on the Board of the Company for 5 years w.e.f. 13th February 2017. Your approval for his appointment as Director has been sought in the Notice convening the forthcoming AGM of the Company

On the recommendation of the Nomination and Remuneration Committee, Mrs. Neha Huddar (having DIN: 00092245) was appointed as an Additional Director of the Company with effect from 10th May, 2017. In accordance with Section 161 of the Companies Act, 2013, Mrs. Neha Huddar (having DIN: 00092245) holds office upto the date of the forthcoming AGM of the Company and being eligible, offer her candidature for appointment as Director accustomed to act as Independent Woman Director, on the Board of the Company for 5 years w.e.f. 10th May 2017. Your approval for her appointment as Director has been sought in the Notice convening the forthcoming AGM of the Company

Resignation

Mr. Sunil K. Mehta, (having DIN: 01736527) Independent Director resigned from the post of Director (Independent) of the Company with effect from 11^th February, 2017 and the Board of Directors took note of the same at the Board Meeting held on 13th February 2017. The Board of Directors place on record their deep appreciation of the valuable guidance and immense contribution made by Mr. Sunil K. Mehta, during his tenure as Independent Director of the Company

Mrs. Kajal R Soni, (having DIN: 06926972) Independent (woman) Director resigned from the post of Director (Independent) of the Company with effect from 11^th February, 2017 and the Board of Directors took note of the same at the Board Meeting held on 13th February 2017. The Board of Directors place on record their deep appreciation of the valuable guidance and immense contribution made by Mrs. Kajal R. Soni, during her tenure as Independent Director of the Company

Mr. Bhavin S. Patel, Executive Director retires by rotation at the ensuring Annual General Meeting. He, being eligible, offers himself for reappointment. None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013. Details of all the Directors have been covered in the Corporate Governance Report which forms a part of the Annual Report.

For the perusal of Shareholders, a brief resume all the above Directors, nature of their expertise, their shareholding in the Company and other required details are given in the section of the Corporate Governance Report, which forms a part of the Directorsâ Report in the Annual Report.

Declaration by Independent directors

Familiarization programme for Independent directors:

The Company has an ongoing programme where Directors in the course of meetings of the Board of Directors give information about developments and amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (LODR) Regulations, 2015 (herein referred to as âListing Agreementâ), Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company Details of the same are available on the website of the Company-www.bodal.com

Diversity of The Board

Board Meetings

Meeting of Independent directors

The Independent Directors of the Company met separately on 02nd February, 2017 without the presence of Non-Independent Directors and the members of management. In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following matters were, inter-alia discussed in the meeting:

- Review the performance of Non-Independent Directors and the Board as a whole

- Review the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non Executive Directors.

Boardâs annual Evaluation

Key Managerial personnel (KMP)

During the Financial year 2016-17, the Company designated the following personnel as KMPs as per the definition under section 2(51) and Section 203 of the Act:

Sr. No	Name of KMPS	Designation
1	Mr. Suresh J. Patel	Chairman & Managing Director
2	Mr. Bhavin S. Patel	Executive Director
3	Mr. Ankit S. Patel	Executive Director
4	Mr. Mayur B. Padhya	Chief Financial Officer
5	Mr. Ashutosh B. Bhatt	Company Secretary

Remuneration of directors and KMp

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, disclosures pertaining to remuneration of Managerial employees a Statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure 2 which forms part of this Report.

Remuneration policy

The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is explained in the Corporate Governance Report, which forms a part of the this Report.

Auditors statutory auditors

Your Directors recommend, as identified and suggested the Audit Committee of Company, to appoint M/s Deloitte Haskins & Sells LLP, (FRN No. 117366W/W-100018) as statutory Auditor of the Company for FY 2017-18, subject to approval of the Members of the Company to hold office from the conclusion of the Thirty First (31st) Annual General Meeting until the conclusion of the Thirty Second (32nd) Annual General Meeting of the Company in place of the retiring auditors M/s Mayank Shah and Associates.

The Company has received a certificate from the Auditors stating that their appointment, if made, will be within the limit specified under Sections 139 and 141 of the Companies Act, 2013.

Further, tenure of M/s Mayank Shah and Associates, Chartered Accountants (Firm Registration No.; 106109W), Statutory Auditors of the Company is going to expire from the conclusion of the 31^st Annual General Meeting of the Company. Under the Companies Act, 2013, they are not eligible to be reappointed to work as Auditor of the Company as a cooling period is required.

The report of the Statutory Auditors along with Notes to Schedules is enclosed with this Report. The Auditorâs Comments on the Companyâs Accounts for the financial year ended on 31st March, 2017 are self explanatory in nature and do not require any explanation as per provisions of Section 134 of the Companies Act, 2013. The Auditorâs Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s. Rashmin R. Patel & Co., Chartered Accountants (FRN: 132265W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors reports their findings on the internal audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Tapan Shah, practicing Company Secretary as a Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2017-18.

The Report of Secretarial Auditor for the financial year 2016-17 is set out as Annexure-3 and it forms a part of this Report.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013, the Central Government has prescribed cost audit related to the Companyâs product Dyes Intermediates and Dyes. Based on this requirement and the recommendation made by the Audit Committee, the Board of Directors have appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as the Cost Auditor for the Financial Year 2017-18. The Company has received a written from Cost Auditors stating that their re-appointment, if made, would be within the prescribed limits under sections 141 of the Companies Act, 2013. The Cost Audit report for the financial year 2016- 2017 has been filed within the prescribed time limits. The Cost Auditorâs Report does not contain any qualification, reservation or adverse remark.

Management discussion & Analysis

Corporate Governance

Bodal Chemicals Ltd. is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability responsibility transparency, fair and timely disclosures serve as the basis of the Companyâs approach to Corporate Governance.

A Separate Section on Corporate Governance forming part of the Directorâs Report and the certificate from the Practising Chartered Accountants confirming compliance of the Corporate Governance norms as stipulated in the Listing regulations is included in the Annual Report.

Industrial relations & Human resources

Human resources

Bodal Chemicals Ltd. values its employees. We trust our employees to do the right thing and this approach forms the core foundation of all people related initiatives. To educate all team members we have continuously improved our induction programme, in which we Cover company policies, special safety induction and also brief new team members about the Companyâs history

As we are growing vertically as well as horizontally in business, which requires lots of skill development, we are continuously working on development of the in our team. We are also working on new expansions where we are bringing new technology, which requires technical knowledge, for this we are working on two fronts, one, to bring new technical experts from outside onboard and second, working on the skill development of existing team members, where we use class room training and on-the-job training platforms.

From this year, we have started celebrating Safety Week with the full participation of team members from all the departments, by organizing quiz competition, poster drawing, speech competition, display of different PPEs with its demonstration and awareness, and by inviting external trainer for imparting training. Being a chemical company, we are keenly aware about the environment, and by keeping this in mind we continuously spread awareness about the same among our team members and annually we celebrate the âWorld Environment Dayâ

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Extract of The Annual report

Environment protection

Safety & Wellbeing of Woman at Work place

Sr. No.	Complaints Under sexual Harassment (From 01-04-2016 To 31-03-2017)	Status
1	Number of Complaints/Cases pending as at the beginning of FY 2016-17 i.e.01-04-2016	NIL
2	Number of Complaints/ Cases filed during the year (from 01-04-2016 to 31-03-2017)	NIL
3	Number of Complaints/ Cases as at the end of FY 2016-17 i.e.31-03-2017	NIL

Vigil Mechanism and Whistleblower policy

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee from time to time. None of the Companyâs personnel have been denied access to the Audit Committee. The Whistle Blower policy is available on the Companyâs website www.bodal.com

Annual accounts of subsidiary & associate Companies

The Accounts of the Subsidiary & Associate Companies for the financial year ended on 31st March, 2017 will be made available to any shareholder of the Company on request and will also be available for inspection at the registered office of the Company during working hours till the date of the Annual General Meeting. The salient features of the Financial Statements the Subsidiary and Associate companies are given in Annexure 1 of this Report.

Conservation of energy, research & development (R&D), Technology absorption & Foreign Exchange Earnings & outgo

Risk Management & Internal Control

The Company has a Risk Management framework to identify evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the Management Discussion and Analysis Report forming part of the Directorsâ Report.

The Company deploys robust system of internal controls commensurate to the size of the Company and the complexities of its operations. These systems facilitate fair presentation of our financial results in a manner that is complete and reliable, ensure adherence to regulatory and statutory compliances, and safeguards investor interest by ensuring the highest level of governance and consistent communication with investors.

The Internal Auditors of the Company conduct financial, compliance and process improvement audits each year. The Audit Committee oversees the scope and evaluates the overall results of these audits, and members of that Committee regularly attend meetings of Board of Directors. The Audit Committee also reviews the adequacy and effectiveness of the internal control system, and invites functional Directors and senior management personnel to provide updates on operating effectiveness and controls, from time to time. A CEO and CFO Certificate, forming part of the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterates their responsibilities to report deficiencies, if any, to the Audit Committee and rectify the same.

Particulars of Loans, Guarantees and Investments

During the year, the Company had not provided any corporate guarantee on behalf of others.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Corporate social Responsibility

As part of its Initiative under âCorporate Social Responsibilityâ, the Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities of education, health, safety, water, sanitation, sports, rural development and environment aspects.

Further, in compliance with Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (âCSRâ) Committee and statutory Disclosures with respect to CSR Committee and annual report on CSR Activities is set out as Annexure 5 and forms part of this Report.

Related Party transactions

All the related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the company at large.

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Companies Act, 2013, are disclosed in Form AOC-2 as Annexure-7

Insurance

The Companyâs assets are adequately insured.

Directorsâ responsibility statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

(a) in the preparation of the annual accounts for the financial year ended on 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(d) the Directors have prepared the annual accounts for the financial year ended on 31st March, 2017 on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and.

(f) the Directors have devised proper systems to ensure compliance with provisions of all the applicable laws and that such systems were adequate and operating effectively

Acknowledgement

The Board of Directors would like to place on record their sincere appreciation to Central & State Governments, regulatory authorities such as SEBI, Stock Exchanges and Registrar, for their guidance and co-operation. The Board would also like to thank the investors and bankers for their continued support during the year We also take this opportunity to thank all our valuable customers and vendors for their partnership with us. Your Directors also acknowledge all the employees for their dedicated service.

For and on behalf of the Board

suresh J. Patel

Date: 24th August, 2017 Chairman & Managing Director

Place: Ahmedabad (DIN: 00007400)

Mar 31, 2015

The Members,

The Directors have pleasure in presenting the 29th ANNUAL REPORT on the business and operations of the Company along with the Audited financial statement for the Financial Year ended 31st March, 2015.

FINANCIAL RESULT (Standalone)

Financial Results of the Company for the year under review along with figures the figures of the previous year are as follows :

(Rs. In Lacs) Particulars 31st March, 31st March, 2015 2014

Revenue from Operations 104531.22 95949.70

Other Income 471.79 370.71

Total Revenue 105003.01 96320.41

Profit before Interest, depreciation & amortization and Tax 18898.36 19271.19

Less : Depreciation/Amortization of Goodwill 2224.79 2525.43

Less : Interest/Finance cost 2727.53 4663.82

Less : Exceptional Item 0.00 7373.58

Profit before Tax 13946.04 4708.36

Less : Tax Expense 4744.39 1643.03

(Loss) / Profit after Taxation 9201.65 3065.33

EPS-face value of Rs. 2/- each-(in Rs.) 8.43 2.81

PERFORMANCE OF THE COMPANY The Year under Review-2014-15

The Financial year 2014-2015 is second successive great year in the history of the company and where it has posted good net profit. During the year under review, your company has achieved another historical milestone by reaching Total Income from the operations of Rs.1045.31 crores. This is the highest ever Total Income from Operations of the company for any single financial year. The achievement indicates itself that your company is committed towards the expansion of market share in domestic market as well as in overseas market. The major highlights of financial performance of the company for the financial year 2014- 15, are as follows :

- Total Income from operations increased from Rs.959.49 crore to Rs.1045.31 crore- Increase by 8.94%.

- Cash profit for the year stood at Rs.126.65 crore and EBIDTA stood at Rs.188.98 crore.

- Profit before tax increased from Rs.47.08 crore to Rs. 139.46 crores-increase by 192.14%.

- Net profit stood at Rs.92.02 crore compared to net profit of Rs.30.65 crore of previous year-Increase by 200.23%.

The Company has performed very well during the financial year 2014-15, with productivity gains, growth in volumes and sustained margins notwithstanding rise in the input costs. The first half of the financial year 2014-15 has shown healthy signs and was very good for the company but the second half of the year was somehow challenging. This is Bodal's ability that has continued to be successful in business despite of several economic constrains, globally as well as domestic. Your company has neutralized cost increase and improves margins together with purchasing efficiencies, improvement in manufacturing yield/ usages and overall expenditure control helped in increasing profitability. This performance has helped the company to establish a new milestone at the end of year.

Current Year-2015-16

During the current financial year 2015-16, your management is aiming another good successive year and is convinced that the company will deliver another fabulous financial year as the year started equally promisingly. The company has declared its result for the first quarter of current financial year i.e. 2015-16 on 12-08-2015. The quarter on quarter growth for June quarter of current year compared to march quarter of previous year, are as under and it shows that the growth has continued.

- Total Revenue from the operations increased from Rs.234.84 Crore to Rs.246.13 Crore - increase by 4.81%

- EBIDTA jumps from Rs.29.91 Crore to Rs.40.71 Crore - increase by 36.11%

- Net profit increased from Rs.9.18 crore to Rs.20.16 crore - increase by 119.61%

- EPS for the quarter is Rs.1.85.

Your Directors are confident that the company will achieve continuous growth in the overseas market during the year by exploring newer international markets. The market share of the Company in domestic market has also been increased and company also taking steps for the further expansion in the domestic market for its products. Your management has innovative approach and focus on cost management and it has made your company much more competitive compared to other players in the same industry. Your company is confident that profit and profit margin of the company will increase in current financial year without compromise of quality of products and customer services.

Your Company has considered and declared Interim Dividend Rs. 0.20 (@ 10%) on Equity Shares of Face value of Rs.2/- each. COMMENCEMENT OF MULTI EFFECT EVAPORATOR (MEE) PLANT

Multi Effect Evaporator (MEE) has been successfully commenced at investment of about Rs.30.00 crores at our Unit VII, Dudhwada, Ta. Padara, Dist. Vadodara during the financial year 2014-15. Your Company has manufacturing dyes and dye intermediates facility at the same location. Normally at the end of manufacturing process there remains effluent water and the same cannot be dispose off without giving proper treatment. For the said purpose company has installed the said MEE plant which is modern and advanced technology plant. It not only treats the effluent water but also there is recovery of salt, which can either be used for captive consumption or sold in the market. So by using this technology company can save related treatment cost to some extent.

Bodal Chem (BCL)

Bodal Chemicals Ltd. is one of the leading manufacturer and exporter in the Dyes and Dye Intermediates industry. Its core business is manufacturing of Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. It has a unique and integrated product line covering forward and backward integration to dye intermediates.

Company's final product i.e. Destuff is further used in Textile, Leather and Paper Industry. The Company has total 8 separate units having manufacturing facilities located in Gujarat. Due backward Integration from dyestuff division, we use about 60% of our own raw materials when we produce Dyestuff and we use about 60% of our own raw materials when we produce dye Intermediates. This is our Strength. Out of the total sales about 40% is export and balance is domestic. Your company is listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has manufacturing capacity of more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal the largest manufacturer of Dye Intermediates in India and amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

Bodal Agro (BAL)

Your company has incorporated BAL as wholly owned subsidiary company in the year 2010 and had done some agriculture related business for about 2 years. But after reviewing losses and comparatively small turnover, your company had, discontinued that activities of Bodal Agrotech ltd.

Further it had applied for environment clearance from Ministry of Environment and forest, New Delhi for several products. We are pleased to inform our shareholders that we have already received the said clearance. Out of the several products company has finalized to start project for the product named LABSA which is further used in detergent industry. On of the raw material for producing the product is Sulphuric Adic and for the same ample production is there in Bodal Chemicals Ltd. It may take about 10 months to start commercial production and at optimum capacity it will do about Rs. 100 Cr. Turnover at investments cost of upto Rs.15 crores.

Sun Agrigenetics (SAPL)

Bodal Agrotech Ltd. had sold some of its holding from Sun Agrigenetics Pvt. Ltd. and due to this transfer of holding; Sun Agrigenetics Pvt. Ltd. is no more subsidiary or associates company of Bodal Agrotech Ltd. and fellow subsidiary of Bodal Chemicals Ltd as on 31-03-2015.

Trion Chemicals (TCPL)

Your Company has always considered diversification strategy for the future growth of the company. Your Company has identified the business space for exploiting the opportunities for diversification by making investments in other chemical Company, namely TRION CHEMICALS PRIVATE LIMITED. To exploit said business, Your Company is making investment of about Rs.15 crores for taking stake in Trion Chemicals Pvt. Ltd. (TCPL) and will become the single majority stake holder.

TCPL was incorporated in the year 2013 and ready with various required approvals for a project falling under the head of specialty chemicals having good export potential and better profit margin then the existing product line of Bodal Chemicals Ltd. Project construction work has just started and expected to start commercial production by July 2016. At the optimum capacity utilization level it will be able to generate turnover of about Rs. 240 Crore. It will add wealth to the business of the company as well as wealth of the shareholders of the company. It will be kind of first project in India.

Bodal has not any other joint venture or associate company.

DIRECTORS

Your Company has 7(Seven) Directors consisting of 3(Three) Promoter and Executive Directors (1 (One) Chairman and Managing Director and 2 Executive Director) and 4 (Four) Independent Directors, as on 31st March, 2015.

Mr. Suresh J. Patel, Chairman & Managing Director and Mr. Bhavin S. Patel, Executive Director were appointed at Annual General Meeting held on 28th September, 2012 for a period of three years w.e.f. 13th May, 2012, therefore their tenure was upto 12th May, 2015. The Board of Directors of the company has re-appointed them subject to approval of the members of the company, as the Chairman & Managing Director and Executive Director respectively w.e.f. 13th May, 2015 for the further period of three years.

During the year under review, the Board of Directors of the company have appointed Ms. Kajal Ritesh Soni (DIN : 06926972) as an additional director with effect from 11th February, 2015, to hold the office upto the date of ensuing Annual General Meeting. Being eligible, Ms. Kajal Ritesh Soni offered herself to be appointed as an Independent director of your company.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your directors are seeking appointment of Ms. Kajal Ritesh Soni, as Independent Directors for five consecutive years for a term upto 10th February, 2020 and she is not liable to retire by rotation.

Mr. Bhavin S. Patel (DIN: 00030464), retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment.

The Independent Directors of your company have given the Certificate of Independence to your company stating that they meet the criteria of Independence as mention under Section 149(6) of the Companies Act, 2013 as well as clause 49 of Listing Agreement.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

Details of Director seeking re-appointment as required under Clause 49(VI) of the Listing Agreements are provided in the Corporate Governance Report forming part of this Annual Report. His / Her re-appointment is appropriate and in the best interest of the Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

For the perusal of shareholders, a brief resume of the above said directors, nature of their expertise, their shareholding in the company and other required details are given in the section of Corporate Governance Report forming part of the Directors' Report in the Annual Report.

BOARD MEETING

During the year under review, Four (4) Board meetings of Board of Directors during the financial year 2014-15 and further details are set out in the corporate governance report forming part of the Directors' Report.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2015 was Rs.46,82,14,740.00 divided into 10,91,07,370 Equity shares, having face value of Rs.2/- each and 2,50,00,000 Preference Shares, having face value of Rs.10/- each, fully paid up. Your Company has not offered and issued any shares, during the year under review.

During the current year the company has repaid its 2,50,00,000, 9% Non Convertible Redeemable Preference Shares at par with the approval of Preference Share holders. After the said redemption the paid up capital of the Company is Rs.21,82,14,740 divided into 10,91,07,370 Equity shares, having face value of Rs.2/- each .

DIVIDEND

To comply with the conditions of Corporate Debt Restructuring (CDR), the directors have not recommended any dividend for the year ended 31st March, 2015. (There was no dividend payout by the Company last year due to comply with the said CDR condition).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the section 205A(5) and 205C of the Companies Act, 1956 and corresponding section 124 of the Companies Act, 2013 which mandates that companies to transfer dividend that has been remain unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund. The company has duly complied the above provisions by transferring the amount of unclaimed or unpaid dividend to the Investor Education and Protection Fund within the due dates.

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the Company as on 22nd September, 2014 (date of last Annual General Meeting) on the website of the Company (www.bodal.com) as also on the Ministry of Corporate Affairs website.

LISTING OF SECURITIES

10,91,07,370 equity shares of Rs.2/- each fully paid, are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd. (BSE)

2. The National Stock Exchange of India Ltd. (NSE)

The company has already paid listing fee to both the Stock Exchanges for the financial year 2015-2016.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted any new deposits from Shareholders as well as from Public and as on 31st March, 2015, deposits from Public and Shareholders are NIL. There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2015.

RESERVE

During the period under review, the Company has not transferred any amount to general Reserve of the company.

AUDITORS & AUDITORS' REPORT

Your Directors recommend re-appointment of Auditors M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad for the financial year 2015-16. The Company has received a certificate from the auditors stating that their appointment, if made, will be within the limit specified under section 139 and 141 of the Companies Act, 2013.

Auditor's comments on your Company's accounts for the year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of section 134 of the Companies Act, 2013.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013, the central government has prescribed cost audit related to the company's product Dye Intermediates and dyes. Based on that and recommendation made by the Audit Committee, Your Board of Directors had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as Cost Auditor for the financial year 2015-16. The Company has received a written certificate stating that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The Cost Audit report for the Financial Year 2014-15 has been filed within the prescribed time limits.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Governance

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

INDEPENDENT DIRECTORS' MEETING

The Performance of the members of Boards, the Board level committees and the Board as a whole were evaluated at the meeting of the Independent Directors of the company held on 25th March, 2015.

VIGIL MECHANISM

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for directors and employees to report genuine concern. Further, Your Company recognizes the value of transparency and accountability in its administrative and management practices. Your Company promotes ethical behavior in all its business activities.

The Company has adopted whistle blower policy and vigil Mechanism to be in line with the provisions of Companies Act, 2013 read with the listing agreement. The provisions of the said policy, provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the chairman of the Audit Committee in appropriate or exceptional cases.

Any director or employee of the company, who observes any Unethical Behaviour or Improper Practices or Wrongful Conduct and/or financial or non financial malpractices or non-compliance with legal requirements concerning the company, is free to report to the specified officer in the mode as provided in the policy.

REMUNERATION & NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

CONSOLIDATED FINANCIALS

The consolidated Total Income from operation and Net profit after minority interest are of Rs.1045.31 crore and Rs.91.78 crore for the group for the financial year 2014-15 respectively. . Corresponding figures for the group for the financial year 2013-14 were Rs. 959.51 Crore and 30.16 crore respectively

Consolidated financial result includes financial result of Bodal Agrotech Ltd., the wholly owned subsidiary of Bodal Chemicals Ltd.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on as arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with the promoters, Directors, Key managerial personnel, or other designated persons which may have potential conflict with the interest of the company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Disclosure about Related Party Transaction placed on website.

INTERNAL AUDIT

M/s. Rashmin R. Patel & Co., Chartered Accountants, Ahmedabad is internal auditors of the company. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal audit of the company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Tapan Shah, practicing company secretary as a Secretarial Auditor to conduct Secretarial Audit of the company for the financial year 2014-15.

The Report of Secretarial Auditor for the financial year 2014-15 is set out as annexure and forms part of this report. INSURANCE

The Company's assets are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatÂ

(a) in the preparation of the annual accounts for the financial year ended on 31st March, 2015, 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 estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts for the financial year ended on 31st March, 2015 on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return as on 31st March, 2015 is set out as annexure and forming part of this report under sub section 3(a) of Section 134 and sub section 3 of Section 92 of Companies Act, 2013, read with rule 12 of the Companies (Management and Administrative) Rules, 2014.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the management Discussion and Analysis Report forming part of the Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors' Report.

CORPORATE SOCIAL RESPONSIBILITY

As part of its Initiative under "Corporate Social Responsibility", your Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities of education, health, safety, water, sanitation, sports, rural development and environment aspects.

Further, in compliance with the Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014, your company has constituted a Corporate Social Responsibility ("CSR") Committee and statutory Disclosures with respect to CSR Committee and annual report on CSR Activities is set out as annexure and forms part of this report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as per annexure herewith.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Company to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment, free of discrimination. This includes discrimination on any basis, including gender and any form of sexual harassment.

As per the provisions of Section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal is as under:

Number of cases pending as on the beginning of the financial year NIL Number of complaints filed during the year NIL

Number of cases pending as on the end of the financial year NIL

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board SURESH J. PATEL Date : 12-08-2015 Chairman & Managing Director Place : Ahmedabad (DIN: 00007400)

Mar 31, 2014

The Members,

The Directors hereby present the 28th ANNUAL REPORT of the Company along with the Audited Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULT (Standalone) (Rs. In Lacs)

Particulars 31-03-2014 31-03-2013

Total Income from Operations 95949.70 52383.41

Profit before Interest, depreciation & amortization and taxation 19271.19 2475.63

Less : Depreciation/Amortization of Goodwill 2525.43 1642.82

Less : Interest/Finance cost 4663.82 3918.96

Less : Exceptional Item 7373.58 0.00

Less : Tax Expense 1643.03 (973.88

(Loss) / Profit after Taxation 3065.33 (2112.27

EPS-face value of Rs. 2/- each-(in Rs.) 2.81 (1.94

PERFORMANCE OF THE COMPANY

The Year under Review-2013-14

The financial year 2013-2014 is the marvelous year for the company and it has posted excellent and outstanding performance has been as compared to earlier years. Your directors are proud to present the historical performance of the company for the year. During the year under review, your company has achieved another historical milestone by reaching Total Income from the operations of Rs. 959.49 crores. This is the highest ever Total Income from Operations of the company for any single financial year in the history. The achievement indicates itself that your company is committed towards the expansion of market share in domestic market as well as in overseas market. The major highlights of financial performance of the company for the financial year 2013-14, are as follows :

Â} Total Income from operations increased from Rs.523.83 crore to Rs.959.49 crore- Increase by 83.17%.

Â} Cash profit for the year stood at Rs. 131.50 crore and EBIDTA increased from Rs.24.75 crore to Rs.192.71 crore.

Â} Profit before tax stood at Rs.47.08 crore for the year.

Â} Net profit stood at Rs.30.65 crore compared to net loss of Rs.21.12 crore of previous year.

The Company has recouped its entire loss of previous year and also performed well during the current financial year. Its CompanyÂs ability to reduce the cost and at the same time get better margin together with purchasing efficiencies and also improvement in manufacturing yield and control over the expenses helped in increasing profitability of the company.

Current Year-2014-15

During the current financial year 2014-15, your management is aiming the total income from operations of more than Rs.1200 crore and at the same time management is convinced that the company will deliver another fabulous and marvelous financial year as the year started equally promisingly. The company has declared its result for the first quarter of current financial year i.e. 2014-15 on 30-07-2014. The year on year growth for June quarter of current year compared to June quarter of previous year, are as under and it shows that the growth has continued.

> Total Revenue from the operations increased from Rs.178.87 Crore to Rs.385.28 Crore - increase by 113.06%

> EBIDTA increased from Rs.16.89 Crore to Rs. 93.91 Crore - increase by 456.01%

> Net profit increased from Rs.1.86 crore to Rs.52.01 crore - increase by 2696.24%

> Cash Profit increased from Rs.6.82 crore to Rs.59.32 crore - increase by 769.79%

> EPS for the quarter is Rs. 4.77.

Your Directors are confident that the company will achieve continuous growth in the overseas market during the year by exploring newer international markets. The market share of the Company in domestic market has also been increased and company is also taking steps for the further expansion in the domestic market for its products. Your management has innovative

approach and focus on cost management and it has made your company much more competitive compared to other players in the same industry. Your company is confident that profit and profit margin of the company will increase in current financial year without compromise of quality of products and customer services.

The Broad area of operation for Bodal group i.e. Bodal Chemicals Ltd. (BCL), and its wholly owned subsidiary company i.e. Bodal Agrotech Ltd. (BAL);

Bodal Chem (BCL)

Bodal Chemicals Ltd. is one of the leading manufacturer and exporter in the Dyes and Dye Intermediates industry. Its core business is manufacturing of Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. It has a unique and integrated product line covering forward and backward integration to dye intermediates.

CompanyÂs final product i.e. Destuff is further used in Textile, Leather and Paper Industry. The Company has total 8 separate units having manufacturing facilities located in Gujarat. Due to Forward and Backward Â both Integration from dye Intermediates division, we use about 60% of our own raw materials when we produce intermediates and we use about 80% of our own raw materials when we produce dyestuffs. This is our Strength. Out of the total sales about 42% is export and balance is domestic. Your company is listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has manufacturing capacity of more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal is amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

Bodal Agro (BAL)

Your company has incorporated BAL as wholly owned subsidiary company in the year 2010 and had forayed into Agriculture and its technologies business through BAL.

By reviewing losses and comparatively small turnover, your company has, discontinued all the activities of Bodal Agrotech ltd. This will also enable the management to concentrate more on the main company i.e. Bodal Chemicals Ltd.

Sun Agrigenetics (SAPL)

Bodal Agrotech Ltd. had sold some of its holding from Sun Agrigenetics Pvt. Ltd. and due to this transfer of holding; Sun Agrigenetics Pvt. Ltd. is no more subsidiary of Bodal Agrotech Ltd. and fellow subsidiary of Bodal Chemicals Ltd as on 31-03- 2014. So, SAPL is only the associate company of the Bodal Agrotech Ltd.

SAPL is in business of production of Tissue Culture plants, Microbial bio-fertilizers, Genetic Improvement of crops, contract research etc. SAPL has tissue culture laboratory with production capacity of 2 million plants p.a. Green House and Nursery complex spread over an area of 70,000 sq.ft. R&D centre recognized by Department of Science and Industrial Research (DSIR), Gov. of India, New Delhi. SAPL plans to launch new products through R&D.

Compliance of Section 212 of the Companies Act, 1956.

In accordance with the general circular no. 2/2011 bearing reference no. 5/12/2007-CL-III, dtd.8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

In accordance with the requirement of Accounting Standards issued by The Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries have been prepared and the same are annexed to this report.

ALLOTMENT OF 9% NON CUMULATIVE REDEEMABLE PREFERENCE SHARES

The Board of Directors has allotted 35,00,000, 30,00,000 and 30,00,000 9% Non Cumulative Redeemable Preference shares at a face value of Rs.10/- each as per the requirement of approved Corporate Debt Restructuring (CDR) package to the non

promoter entity on 30th September, 2013, 31st December, 2013 and 31st March, 2014 respectively under terms approved by shareholders vide EGM dtd. 23rd March, 2013.

PAID UP SHARE CAPITAL

Consequent upon the allotment of 9% Non Cumulative Redeemable Preference Shares, the paid up share capital of the company has been increased to Rs.46,82,14,740/-, Comprising of Rs.21,82,14,740/- divided into 10,91,07,370 Equity Shares of Rs.2/- each fully paid and Rs. 25,00,00,000/- divided into 2,50,00,000 9% Non Cumulative Redeemable Preference Shares of Rs.10/- each fully paid.

DIVIDEND

To comply with the conditions of Corporate Debt Restructuring (CDR), the directors have not recommended any dividend for the year ended 31st March, 2014 (Due to losses last year also there was no dividend payout by the Company).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the section 205A(5) and 205C of the Companies Act, 1956 and corresponding section 124 of the Companies Act, 2013 which mandates that companies to transfer dividend that has been remain unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund. The company has duly complied the above provisions by transferring the amount of unclaimed or unpaid dividend to the Investor Education and Protection Fund within the due dates.

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the Company as on 30th September, 2013 (date of last Annual General Meeting) on the website of the Company (www.bodal.com) as also on the Ministry of Corporate Affairs website.

LISTING OF SECURITIES

10,91,07,370 equity shares of Rs.2/- each fully paid, are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd. (BSE)

2. The National Stock Exchange of India Ltd. (NSE)

The company has already paid listing fee to both the Stock Exchanges for the financial year 2014-2015.

PUBLIC DEPOSITS

During the period under review, the Company has accepted deposits from Shareholders and Public within the prescribed limits. As on March 31, 2014, deposits from Public and Shareholders Stood at Rs.41.43 lacs. The Company has stopped accepting new deposits and as per the new Act, all the deposits are being repaid on maturity dates. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2014.

DIRECTORS

Mr. Ankit S. Patel(DIN: 02173231), retires by rotation at the ensuing Annual General Meeting. He, being eligible, offer himself for re-appointment. Details of Director seeking re-appointment as required under Clause 49(VI) of the Listing Agreements are provided in the Notice forming part of this Annual Report. His re-appointment is appropriate and in the best interest of the Company.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your directors are seeking appointment of Mr. Surendra N. Shah, Mr. Sunil K. Mehta and Mr. Bipin R. Patel, as Independent Directors for five consecutive years for a term upto 21st September, 2019.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

For the perusal of shareholders, a brief resume of the above said director, nature of his expertise, his shareholding in the company and other required details are given in the section of Corporate Governance Report elsewhere in the Annual Report.

CHANGE IN LEGISLATION GOVERNING COMPANIES IN INDIA

During the year under review, the provisions of the new Companies Act have been made effective replacing the Companies Act of 1956 vintage by the induction of the Companies Act, 2013. The Government has notified 287 sections out of total 470 sections which covers all the material provisions of the new Companies Act,2013.

However, as clarified by the Ministry of Corporate Affairs, the provisions of Companies Act, 1956 would remain applicable in respect of financial accounts, auditorÂs report and directorsÂ report thereon for the financial year ended on 31st March, 2014.

CHANGE IN NOMENCLATURE OF COMMITTEES AND ENHANCED THEIR SCOPE

Pursuant to the introduction of the Companies Act, 2013 and the rules thereunder the Nomenclature of the Shareholders Grievance Committee has been changed to ÂSecurity holdersÂ Grievances CommitteeÂ and the nomenclature of Remuneration Committee has been changed to ÂNomination and Remuneration CommitteeÂ.

The scope of terms of reference/scope for Audit Committee has been enhanced in line with the provisions of Section 177 of the Companies Act, 2013 with additional scope on vigil mechanism, safeguards against victimization of persons who use such mechanism, direct access to chairman of audit committee in appropriate or exceptional cases etc.

VIGIL MECHANISM

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for directors and employees to report genuine concern in such manner as may be prescribed. The provisions of the said policy, provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the chairman of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company have at their meeting held on 28th May, 2014, approved whistle blower policy to be in line with the provisions of Companies Act , 2013 read with the listing agreement.

Any director or employee of the company, who observes any Unethical Behaviour or Improper Practices or Wrongful Conduct and/or financial or non financial malpractices or non-compliance with legal requirements concerning the company, is free to report to the specified officer in the mode as provided in the policy.

CORPORATE SOCIAL RESPONSIBILITY

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

As per the Companies Act, 2013 all the Companies having net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during any financial year will be required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising three or more director, at least one of whom will be an independent director.

Aligning with the guidelines, your Company has constituted a Corporate Social Responsibility Committee comprising of Mr. Suresh J. Patel, Chairman, Mr. Ankit S. Patel, Executive Director and Mr. Surendra N. Shah, Independent Director of the Company. The CSR Committee is responsible for formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the Corporate Social Responsibility Policy and recommending the amount to be spent on CSR activities.

INSURANCE

The CompanyÂs assets are adequately insured.

AUDITORS & AUDITORSÂ REPORT

Your Directors recommend re-appointment of Auditors M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad for the financial year 2014-15. The Company has received a certificate from the auditors stating that their appointment, if made, will be within the limit specified under section 224 (1B) of the Companies Act, 1956.

AuditorÂs comments on your CompanyÂs accounts for the year ended March 31, 2014 are self explanatory in nature and do not require any explanation as per provisions of section 217(3) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this DirectorsÂ Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

CONSOLIDATED FINANCIALS

The consolidated Total Income from operation of Rs.959.52 crore and Net profit after minority interest of Rs.30.16 crore for the group for the financial year 2013-14 compared to consolidated Total Income from operation of Rs. 529.59 crore and Net loss after minority interest of Rs.23.24 crore for the group for the previous financial year 2012-13.

Consolidated financial result includes financial result of Bodal Agrotech Ltd., the wholly owned subsidiary of Bodal Chemicals Ltd.

COST AUDITOR

The Company has appointed M/s Kiran J. Mehta & Co., Cost Accountant, Ahmedabad to audit the cost accounts related to the companyÂs product Dye Intermediates and dyes for the year 2013-2014. The Company has received a written certificate stating that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The Cost Audit report for the Financial Year 2013-14 has been filed within the prescribed time limits.

INTERNAL AUDIT

M/s. Rashmin R. Patel & Co., Chartered Accountants, Ahmedabad is internal auditors of the company. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal audit of the company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDIT

As a good governance practice and as provided under the provisions of Companies Act, 2013, the Company needs yearly secretarial audit report from a practicing company secretary. The Company has appointed Mr. Tapan Shah, practicing company secretary to conduct Secretarial Audit for the current financial year.

DIRECTORSÂ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to DirectorsÂ Responsibility Statement, the directors hereby confirm;

1. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

3. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a Âgoing concernÂ basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 as amendment, the names and other particulars of employees are not applicable to Company, as no employees drawing remuneration of Rs.60,00,000 or more per annum employed throughout the year or Rs. 5,00,000 or more per month employed a part of the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board SURESH J. PATEL Chairman & Managing Director (DIN: 00007400)

Date : 30-07-2014 Place : Ahmedabad

Mar 31, 2013

To, The Members,

The Directors hereby present the 27th ANNUAL REPORT of the Company along with the Audited Accounts for the Financial Year ended 31st March, 2013.

BODAL''S BUSINESS

Bodal Chemicals Ltd. is one of the leading manufacturer and exporter in the Dyes and Dye Intermediates industry. It has a unique and integrated product line covering forward and backward integration to dye intermediates. Bodal group includes Bodal Chemicals Ltd and its subsidiaries i.e. Bodal Agrotech Ltd. (BAL) and Sun Agrigenetics Pvt. Ltd. (SAPL).

Bodal Chemicals Ltd''s core business is manufacturing of Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals and new business through its subsidiaries is Agriculture and its related technologies.

FINANCIAL RESULT (Standalone)

(Rs. In Lacs) Particulars 31-03-2013 31-03-2012

Total Income from Operations 52383.41 60334.62

Profit before Interest, depreciation & amortization and taxation 2475.63 610.17

Less: Depreciation/Amortization of Goodwill 1642.82 1600.38

Less: Interest/Finance cost 3918.96 3380.77

Add:Exceptional Item 0.00 505.00

Less: Tax Expense (973.88) (1034.37)

(Loss) / Profit after Taxation (2112.27) (2831.61)

EPS-face value of Rs. 2/- each-(in Rs.) (1.94) (2.74)

PERFORMANCE OF THE COMPANY

The Year under Review-2012-13

The Company has successfully achieved several milestones in the past. Total turnover of the Company is Rs.523.83 crore in the Financial Year 2012-13. The year under review has been another very tough year for the Dyes and Dyes Intermediates Industries which was passing through recessionary phase in the recent time. In same way, the company''s performance has adversely impacted due to external headwinds like uncertainty in global market, higher inflation and volatility in crude prices, fluctuation in currency and high interest rate and many more. In spite of this, your company has achieved decent Turnover of Rs.523.83 crore during the year 2012-13. This indicates itself that the company''s management has proved its ability to retain business, in fact added new customers, in tough times of industry.

However, achievement of decent turnover by the Company did not reflect in bottom line and the company has incurred net loss of Rs.21.12 crore for the financial year 2012-13.

Current Year-2013-14

The problems faced by the entire Chemicals Industry have become moderate. Your company is making all efforts to cope up with the said challenges and situation of Chemical industry through continuous cost cutting at all levels of operations while ensuring that efficiency and operations are not been hampered. The Company is also taking steps for the process improvements, imparting training to the workforce on the continued basis, developing and improved customer services to mitigate the growing cost pressure. In addition, Bodal has traditionally put its customers above everything and has striven to offer maximum values to its customers through price advantage, quality of goods, delivery of goods in time. In this way Bodal has confidence and ability to outperform in the Dyestuff industry in the current year.

Your Directors are hopeful of better performance of the Company in the current financial year 2013-14.

The Broad area of operation for Bodal group i.e. Bodal Chemicals Ltd. (BCL), and its subsidiary companies i.e. Bodal Agrotech Ltd. (BAL) and sun Agrigenetics Pvt. Ltd. (SAPL) are as under:

Bodal Chem (BCL)

Bodal Chem is well-known in the field of manufacturing Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. Dyestuff is further used in Textile, Leather and Paper Industry. The Company has total 8 separate units having manufacturing facilities located in Gujarat. Due to Forward and Backward Â both Integration from dye Intermediates division, we use about 60% of our own raw materials when we produce intermediates and we use about 80% of our own raw materials when we produce dyestuffs. This is our Strength. Out of the total sales about 42% is export and balance is domestic. Your company is listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal is amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide, Para Nitro Aniline etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

Bodal Agro (BAL)

Your company has incorporated BAL as wholly owned subsidiary company in the year 2010 and had forayed into Agriculture and its technologies business through BAL.

By reviewing losses and comparatively small turnover, your company has, at present, discontinued all the activities of Bodal Agrotech ltd. for the time being. This will also enable the management to concentrate more on the main company i.e. Bodal Chemicals Ltd.

Sun Agrigenetics (SAPL)

SAPL is fellow subsidiary of BCL. SAPL is in business of production of Tissue Culture plants, Microbial bio-fertilizers, Genetic Improvement of crops, contract research etc. SAPL has tissue culture laboratory with production capacity of 2 million plants p.a. Green House and Nursery complex spread over an area of 70,000 sq.ft. R&D centre recognized by Department of Science and Industrial Research (DSIR), Gov. of India, New Delhi. SAPL plans to launch new products through R&D.

Information relating to performance/financials of the subsidiary companies are disclosed in the Consolidated Financial Statements. Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 forms part of this Annual Report.

Compliance of Section 212 of the Companies Act, 1956.

In accordance with the general circular no. 2/2011 bearing reference no. 5/12/2007-CL-III, dtd.8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

In accordance with the requirement of Accounting Standards issued by The Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries have been prepared and the same are annexed to this report.

DIVIDEND

In view of the loss incurred by the company in the financial year 2012-13, the Directors regret their inability to recommend any dividend for the said financial year.

CORPORATE DEBT RESTRUCTURING (CDR)

The company has incurred heavy losses and has faced liquidity crunch during last two years. Hence, the company has approached, through its lead banker i.e. Union Bank of India, to the Corporate Debt Restructuring cell (CDR) for the suitable realignment of its entire debt.

The proposal for restructuring of debts of the company under Corporate Debt Restructuring (CDR) mechanism has been approved in the meeting of CDR Empowered Group (EG). The Company, with the help of its consortium bankers, has successfully implemented the approved scheme of restructuring during the year under review.

AUTHORISED SHARE CAPITAL

During the year under review, Company has reclassified its Authorised Share Capital between Equity Share Capital and Preference Share Capital and subsequently increased its Authorised Share Capital from Rs.34 Crore to Rs.49 Crore comprising of Rs.24 Crore divided into 12,00,00,000(Twelve Crore) Equity Shares of Rs.2/- (Rupees Two) each and Rs.25 Crore divided into 2,50,00,000 (Two Crore and Fifty lacs) Preference Shares of Rs.10/- (Rupees Ten) each, pursuant to the approval accorded by shareholders of the Company in the Extra Ordinary General Meeting held on 23rd March, 2013.

ALLOTMENT OF 9% NON CUMULATIVE REDEEMABLE PREFERENCE SHARES

The Board of Directors has allotted 1,55,00,000 9% Non Cumulative Redeemable Preference shares at a face value of Rs.10/- each per share as per requirement of approved Corporate debt restructuring package to the promoters/ promoter group, non promoter including various authorities/ entities on 30th day of March, 2013, as per terms approved by shareholders vide EGM dtd. 23rd March, 2013.

PAID UP SHARE CAPITAL

Consequent upon the allotment of 9% Non Cumulative Redeemable Preference Shares, the paid up share capital of the company has been increased to Rs.37,32,14,740/-, Comprising of Rs.21,82,14,740/- divided into 10,91,07,370 Equity Shares of Rs.2/- each fully paid and Rs. 15,50,00,000/- divided into 1,55,00,000 9% Non Cumulative Redeemable Preference Shares of Rs.10/- each fully paid.

LISTING OF SECURITIES

10,91,07,370 equity shares of Rs.2/- each fully paid, are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd. (BSE)

2. The National Stock Exchange of India Ltd. (NSE)

The company has already paid listing fee to both the Stock Exchanges for the financial year 2013-2014.

PUBLIC DEPOSITS

During the period under review, the Company has accepted deposits from Shareholders and Public within the prescribed limits. As on March 31, 2013, deposits from Public and Shareholders Stood at Rs.2.22 crore. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2013.

DIRECTORS

Mr. Bipin R. Patel and Mr. Sunil K. Mehta, retires by rotation at the ensuing Annual General Meeting. They, being eligible, offer themselves for re-appointment.

For the perusal of shareholders, a brief resume of the above said directors, nature of his expertise, his shareholding in the company and other required details are given in the section of Corporate Governance Report elsewhere in the Annual Report.

INSURANCE

The Company''s assets are adequately insured.

AUDITORS & AUDITORS'' REPORT

Your Directors recommend re-appointment of Auditors M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad for the financial year 2013-14. The Company has received a certificate from the auditors stating that their appointment, if made, will be within the limit specified under section 224 (1B) of the Companies Act, 1956.

Auditor''s comments on your Company''s accounts for the year ended March 31, 2013 are self explanatory in nature and do not require any explanation as per provisions of section 217(3) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

CONSOLIDATED FINANCIALS

The consolidated Total Income from operation of Rs.529.59 crore and Net Loss after minority interest of Rs.23.24 crore for the group for the financial year 2012-13 compared to consolidated Total Income from operation of Rs.613.71 crore and Net loss after minority interest of Rs.29.78 crore for the group for the previous financial year 2011-12.

Consolidated financial result includes financial result of Bodal Agrotech Ltd., the wholly owned subsidiary of Bodal Chemicals Ltd. and Sun Agrigenetics Pvt. Ltd., which is subsidiary of Bodal Agrotech Ltd.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the directors hereby confirm;

1. That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

3. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rule, 1975 as amendment, the names and other particulars of employees are not applicable to Company, as no employees drawing remuneration of Rs.60,00,000 or more per annum employed throughout the year or Rs. 5,00,000 or more per month employed a part of the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

Date : 30-05-2013 SURESH J. PATEL

Place : Ahmedabad Chairman & Managing Director

Mar 31, 2012

The Directors hereby present the 26th ANNUAL REPORT of the Company along with the Audited Accounts for the Financial Year ended 31st March, 2012.

BODAL'S BUSINESS

Your company has created Bodal group, engaged in manufacturing of chemicals , Agriculture and its technologies related business from single business entity. Bodal group includes Bodal Chemicals Ltd and its subsidiaries. Bodal's core business is manufacturing of Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals and new business is Agriculture and its related technologies. The said business carried out by the following companies :

Bodal Chemicals Ltd.(BCL) - one of the leading Manufacturer of Dyes, Dyes Intermediates and other chemicals in India.

Bodal Agrotech Ltd. (BAL) - engaged in Agricultural related business. BAL is wholly owned subsidiary company of BCL.

Sun Agrigenetics Pvt. Ltd. (SAPL)- engaged in production of tissue culture plants, Microbial bio-fertilizers, Genetic Improvement of crops, contract research etc. SAPL is subsidiary company of BAL.

The broader area of operation of BCL, BAL and SAPL are as follows :

Bodal Chem (BCL)

Bodal Chem is well-known in the field of manufacturing Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. Dyestuff is further used in Textile, Leather and Paper Industry. The Company has total 8 separate units having manufacturing facilities located in Gujarat. Due to Forward and Backward - both Integration from dye Intermediates division, we use about 60 % of our own raw materials when we produce intermediates and we use about 80% of our own raw materials when we produce dyestuffs. This is our Strength. Out of the total sales about 42% is export and balance is domestic. Your company is listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal is amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of Other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide, Para Nitro Aniline etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

Bodal Agro (BAL)

Your company had forayed into Agriculture and its technologies business through BAL. BAL had been incorporated as wholly owned subsidiary company of BCL in the year 2010. This is new business line for the company. However, your Directors expects that BAL will contribute significantly in Bodal group's bottom line in coming years and create values for our stakeholders.

There are ample opportunities in Agriculture business and its related technologies business. BAL is exploring various business opportunities from Farm to direct customers. This line of business gives tremendous scope for business starting from farming/ contract farming, seeds and plants, cold storage, food and beverage business etc.

BAL has vision to become a leading player in the field of Agriculture business by way of complete chain from farm to customer.

BAL is currently engaged in the business of retail and wholesale trading of food grains, pulses, vegetable and fruits. It has already opened retail stores for vegetables, fruits, food grains, pulses etc. under the company's brand name in the different areas in Ahmedabad initially. BAL plans to open more stores in coming months in Ahmedabad city and latter on in Gujarat. BAL has received very good response from the market for retail stores of the company.

BAL plans to manufacture Single Super Phosphate (SSP)-Fertilizer with 3.5 lacs MTPA capacity near by our existing manufacturing facility of Sulphuric Acid, Dye Intermediates and Dyes, located at our Padra unit, Vadodara. During the year, BAL had applied to government authorities/agencies for licenses/approvals of SSP project. The company has already received some licenses/approvals for said project and remaining licenses/approvals are being pending at various levels.

SSP plant will use Sulphuric Acid and Spent Sulphuric Acid (Concentrate 25 to 30% ) as key raw materials for producing SSP. Your company has its own 500TPD Sulphuric Acid plant, which is running successfully and Spent Sulphuric Acid (Concentrate 25 to 30%) , which available from production of Dye Intermediates like Vinyl Sulphone Esater, DASA, F C Acid. It is available at free of cost and there is also saving in purification cost.

The construction work of SSP plant will start after all necessary licenses/approvals and financial closure of said plant.

Sun Agrigenetics (SAPL)

SAPL is fellow subsidiary of BCL. SAPL is in business of production of tissue culture plants, Microbial bio-fertilizers, Genetic Improvement of crops, contract research etc. SAPL has tissue culture laboratory with production capacity of 2 million plants p.a. Green House and Nursery complex spread over an area of 70,000 sq.ft. R&D centre recognized by Department of Science and Industrial Research (DSIR), Gov. of India, New Delhi. SAPL plans to expand its capacities and also launch new products through R&D.

Information relating to performance/financials of the subsidiary companies are disclosed in the Consolidated Financial Statements. Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 forms part of this Annual Report.

Compliance of Section 212 of the Companies Act, 1956.

In accordance with the general circular no. 2/2011 bearing reference no. 5/12/2007-CL-III, dtd.8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

In accordance with the requirement of Accounting Standards issued by The Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries have been prepared and the same are annexed to this report.

FINANCIAL RESULT (Standalone)

(Rs. In Lacs)

Particulars 31-3-2012 31-3-2011

Total Income from Operations 60334.62 57132.10

Profit before Interest, depreciation & amortization and taxation 610.17 6157.37

Less : Depreciation/ Amortization of Goodwill 1600.38 1379.90

Less : Interest/Finance cost 3380.77 2263.02

Add : Exceptional Item 505.00 0

Less : Tax Expense (1034.37) 838.76

(Loss) / Profit after Taxation (2831.61) 1675.69

Dividend on Equity Shares (Including Tax) Nil 624.53

EPS-face value of Rs. 2/- each-(in Rs.) (2.74) 1.68

DIVIDEND

In view of the loss incurred by the company, the Directors regret their inability to recommend any dividend for the financial year 2011-12. The company had declared and paid dividend of Rs.0.54 i.e. 27% per equity share for the financial year 2010-11.

PERFORMANCE OF THE COMPANY The Year Under Review-2011-12

The company's performance has adversely impacted due to external headwinds like uncertainty in global market, higher inflation, volatility in crude prices, fluctuation in currency and high interest rate and many more. In spite of this, your company has achieved highest ever Turnover during the year. This indicate itself that the company's management has proved its ability to retain business, in fact added new customers, in tough times.

Your company has achieved highest ever Total Income from Operation of Rs. 603.35 crore in the financial year 2011-12. However, this milestone did not reflect in bottom line for the financial year 2011-12 and the company has incurred net loss of Rs. 28.32 crore for the financial year 2011-12.

Current Year-2012-13

Your company is making all efforts to cope up with the challenges through continuous cost reduction, process improvements, imparting training to the workforce on the continued basis, developing and launching new products and improved customer services to mitigate the growing cost pressure.

The Company is continuously spreading its wings for further growth every year by entering into new geographies, adding its customer base and expanding its businesses.

Your Company has performed during the first quarter i.e. April-June, of the current financial year as per the following details.

- Total Income from operation at Rs. 136.17 crore

- EBIDTA at Rs. 3.59 crore (excluding Rs. 12.95 crore Foreign Exchange Fluctuation Loss)

- Finance cost (Interest and Bank Charges ) at Rs. 8.44 crore

- Net Loss at Rs. 14.90 crore

Your Directors are hopeful of better performance in the second half of the current financial year 2012-13.

CORPORATE DEBT RESTRUCTURING (CDR)

The company has incurred heavy loss and the financial liquidity remained tight during the year under review. Hence, the company has approached, through its lead banker i.e. Union Bank of India, to the Corporate Debt Restructuring cell (CDR) for the suitable realignment of its entire debt. The proposal has been admitted by CDR cell and the final proposal is under process to get approval from CDR cell.

ALLOTMENT OF EQUITY SHARES PURSUANT TO WARRANTS CONVERSION

The Board of Directors has allotted 95,95,860 equity shares of Rs.2/-each at a premium of Rs.10.60 per share pursuant to conversion of warrants into equity shares to three allottees, promoter group and one allottee, non promoter group on 10th November, 2011.

The Company has received Rs. 9.06 crore as part of 75% i.e. Rs.9.45 per warrant, remaining balance for conversion of warrants into equity shares from allottees before allotment.

The Company has forfeited Rs.7.60 crore due to non-exercise option of 2,41,54,140 (after considering split effect in the ratio of 5:1) warrants conversion into the same number of equity shares by promoter group/non-promoters.

The said amount has been fully utilized for Long Term Working Capital/general corporate purposes.

The Board of Directors had allotted 3,37,50,000 (after considering split effect in the ratio of 5:1) warrants convertible into equivalent number of equity shares at a price of Rs.12.60 per share (including premium Rs.10.60 per share) to Promoter Group/ Non Promoters on 11th May, 2010, as per terms approved by shareholders vide EGM dtd. 28th April, 2010.

PAID UP SHARE CAPITAL

Consequent upon the allotment of equity shares, the paid up share capital of the company has been increased to Rs. 21,82,14,740/- divided into 10,91,07,370 equity shares of Rs.2/- each fully paid.

LISTING OF SECURITIES

10,91,07,370 equity shares of Rs.2/- each fully paid, are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd. (BSE)

2. The National Stock Exchange of India Ltd. (NSE)

The company has already paid listing fee to both the Stock Exchanges for the financial year 2012-2013.

INCOME TAX

During the period under review, search and seizure operation under section 132 of the Income Tax Act, 1961 were carried out by Income Tax Department at office and factory premises of the company. The detail note is mentioned at Note No. 37 in notes to the accounts.

PUBLIC DEPOSITS

During the period under review, the Company has accepted deposits from Shareholders and Public within the prescribed limits. As on March 31, 2012, deposits from Public and Shareholders stood at Rs. 3.05 crore. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2012.

DIRECTORS

Mr. Suresh J. Patel, Chairman & Managing Director, Mr. Bhavin S. Patel, Executive Director and Mr. Ramesh P. Patel, Executive Director were appointed at Annual General Meeting held on 30th September, 2009 for a period of three years w.e.f. 13th May, 2009, therefore their tenure was upto 12th May, 2012. The Board of Directors of the company has re-appointed them subject to approval of the members of the company, as the Chairman & Managing Director and Executive Directors respectively w.e.f. 13th May, 2012 for the further period of three years.

Mr. Ankit S. Patel and Mr. Prakash B. Patel, retires by rotation at the Annual General Meeting. They, being eligible, offer themselves for re-appointment.

Your Directors recommend to pass necessary resolutions to approve these appointments/reappointments as set out in the notice of the annual general meeting.

For the perusal of shareholders, a brief resume of the above said directors, nature of their expertise, their shareholding in the company and other required details are given in the section of Corporate Governance Report elsewhere in the Annual Report.

INSURANCE

The Company's assets are adequately insured.

AUDITORS & AUDITORS' REPORT

Your Directors recommend re-appointment of Auditors M/s. Mayank Shah & Associates. Chartered Accountants, Ahmedabad for the financial year 2012-13. The Company has received a certificate from the auditor stating that their appointment, if made, will be within the limit specified under section 224 (1B) of the Companies Act, 1956.

Auditor's comments on your Company's accounts for the year ended March 31,2012 are self explanatory in nature and do not require any explanation as per provisions of Section 217(3) of the Companies Act,1956.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors' Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

CONSOLIDATED FINANCIALS

The consolidated Total Income from operation of Rs.613.71 crore and Net Loss after minority interest of Rs.29.78 crore for the group for the financial year 2011-12 compared to consolidated Total Income from operation of Rs.572.69 crore and Net profit after minority interest of Rs.16.61 crore for the group for the previous financial year 2010-11.

Consolidated financial result includes financial result of Bodal Agrotech Ltd., the wholly owned subsidiary of Bodal Chemicals Ltd. and Sun Agrigenetics Pvt. Ltd., which is subsidiary of Bodal Agrotech Ltd.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the directors hereby confirm;

1. That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures have been made from the same;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

3. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of employees is not applicable to the Company, as no employees drawing remuneration of Rs. 6,000,000 or more per annum employed throughout the year or Rs. 500,000 or more per month employed for a part of the year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

Date : 31-08-2012 SURESH J. PATEL

Place : Ahmedabad Chairman & Managing Director

Mar 31, 2011

The Members

The Directors have great pleasure in presenting their 25th ANNUAL REPORT along with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULT

(Rs. In Lacs) Particulars 31-3-2011 31-3-2010

Turnover and other Receipt 57242.47 48660.09

Profit before depreciation and taxation 3896.39 3253.55

Less : Depreciation/Amortization of Goodwill 1379.90 1212.53

Profit before Taxation 2516.49 2041.02

Less : Provision for Taxation 767.09 694.65

Profit after Taxation 1749.40 1346.37

Balance available for appropriation 2621.15 1712.06

Dividend on Equity Shares (Including Tax) 624.53 626.61

Balance Transferred to Balance Sheet 1821.61 945.45

EPS-face value of Rs. 2/- each-(in Rs.) 1.68 1.41

DIVIDEND

Your company has a consistent dividend policy of balancing the dual objective of rewarding to shareholders through dividends and retaining profit for enhancement of net worth of your company for supporting future growth. Your Company has a consistent track record of moderate but steady increase in dividend declarations over its history.

Considering the said policy for dividend declaration, your Directors are pleased to recommend a dividend of 27% i.e. Rs. 0.54 per equity share of Rs.2/- each for the financial year 2010-11. The total quantum of dividend, if approved by shareholders, will be Rs. 537.36 lacs, while Rs. 87.17 lacs will be paid by the Company towards dividend tax. Dividend will be tax free in the hands of the shareholders. The Company had declared 27% dividend for the last year i.e. 2009-10.

The dividend on equity shares, if approved by shareholders, will be paid to the members whose name appears on the Register of Members at the time of Book closure date.

BODALÃS BUSINESS

Your Group has not only engaged in Manufacturing of Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals but also business interest in the diverse areas of Agriculture i.e. trading of fruits , vegetables, food grains etc., retail store of vegetables and fruits for direct selling to customers, production of tissue culture plants, Microbial bio- fertilizers, Genetic Improvement of crops, contract research etc. Your Company has said business interest in the diverse areas of Agriculture through its Bodal Agrotech Ltd., the wholly owned subsidiary company and Sun Agrigenetics Pvt. Ltd. subsidiary of Bodal Agrotech Ltd.

Your company is identified ÃBodalÃ as the group name. Bodal group includes Bodal Chemicals Ltd and its subsidiaries. The Company has applied for registration of logos including group logo ÃBodalÃ to The Trade Marks Registry, Ahmedabad.

Bodal Chem is well-known in the field of manufacturing Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. Dyestuff is further used in Textile, Leather and Paper Industry. Company has total 8 separate units having manufacturing facilities located in Gujarat. Due to Forward and Backward Ã both Integration from dye Intermediates division, we use about 60 % of our own raw materials when we produce intermediates and we use about 80% of our own raw materials when we produce dyestuffs. This is our Strength. Out of the total sales about 42% is export and balance is domestic.

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal is amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of Other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide, Para Nitro Aniline etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

PERFORMANCE OF THE COMPANY

The Year Under Review-2010-11

Your company has successfully achieved several milestones in the past. The Company has achieved one more milestone, to cross Rs.500 crore Turnover for the financial year 2010-11.This milestone indicates itself that your Company is committed towards, expanding market share in domestic as well as overseas market, introduction of new products, higher capacity utilization, successfully implementing marketing strategies after reading market trends and creating and enhancing values for its stakeholders.

The performance of your Company, during the year, registered an impressive growth over the previous year. Turnover and other Receipt at Rs. 572.42 crore and Profit before tax at Rs. 25.16 crore during the year ended 31st March, 2011, represent an increase of 18% and 23% respectively, over the previous year. Profit after tax at Rs.17.49 crore was higher by 30% compared to the previous year. This substantial increase in profit after tax was mainly on account of higher capacity utilization, well-planned business initiatives, brand building of products and strong Corporate Strategies, several marketing initiatives undertaken including introduction of new products/brands etc.

Current Year-2011-12

In this current financial year-2011-12, the company is strongly taking initiatives for increasing profit margin without any compromise of quality of products and customer services. This is not easy task for the company.

However, your company is confident that profit and profit margin of the company will be increased through captive consumption of steam and power, which are generated from Turbine, part of Sulphuric Acid Plant, proper selection of products as per requirement of market, better inventory management, expanding market share, minimum marketing efforts for repeat orders, delivery of goods as per commitment, introduction of new techniques in manufacturing process etc.

Hence, your company will deliver another excellent financial performance for the current financial year i.e. 2011-12.

Your Company has performed well during the first quarter i.e. April-June, of the current financial year, despite there is prevailing uncertainty and fear of recession in the world.

- Turnover and other Receipt increased from Rs. 130.56 crore to 161.89 crore

- EBIDTA jump from Rs. 15.16 crore to Rs. 19.25 crore - increased by 26.97%

- Net Profit increased from Rs. 4.93 crore to Rs.5.77 croreÃ increased by 17.04%

COMMISSION OF SULPHURIC ACID PLANT

A 450 TPD Sulphuric Acid plant has been successfully commissioned at our Unit No. VII, Dudhwada, Ta. Padra, Dist. Vadodara, during July, 2010. Bodal has also manufacturing facility for production of Dyes and Dye Intermediates at the same location. Hence, the Company has an unique locational advantage, it helps in substantial saving of transportation cost, easy and timely availability of Acid for Dye Intermediates. This is our backward integration for securing and timely availabilities of raw materials and improve profit margin.

Turbine, part of our Sulphuric Acid Plant, which generates steam and power, has been successfully commissioned during the last week of December,2010 and stabilized its working during current year. Power is used to run Sulphuric Acid Plant and Steam is used in Dyes and Dye Intermediates plants at our Unit -VII, Dudhwada, Ta. Padra, Dist. Vadodara, Gujarat. Hence, the considerable positive impact of the same on the profitability will start reflecting in the current financial year i.e. 2011-12 onwards due to reduction of fuel consumption cost.

SUBSIDIARY COMPANIES

Your Company has two Indian subsidiaries viz. Bodal Agrotech Ltd. (BAL) and Sun Agrigenetics Pvt. Ltd. (SAPL). BAL is a direct subsidiary and SAPL is a step down subsidiary of your Company.

As on date, BAL is a wholly owned subsidiary of your Company and BAL has 51% equity stake in SAPL and balance of 49% equity stake held by promoters of SAPL.

Bodal Agrotech Ltd.(BAL)

This company has been incorporated in the month of August, 2010, as wholly owned subsidiary company. The company has started its business in the area of trading of vegetables, fruits, and foodgrains initially. BAL has also acquired business of one retail store, in Ahmedabad, for direct selling of vegetables and fruits to retail customers and BAL also plans to open more retail stores, with same line of business, in the name of ÃBodal AgroÃ in Ahmedabad city.

BAL plans to manufacture Single Super Phosphate (SSP)-Fertilizer with 3.5 lacs MTPA capacity near by our existing manufacturing facility of Sulphuric Acid, Dye Intermediates and Dyes, located at our Padra unit, Vadodara. During the year, BAL has applied to government authorities/agencies for licenses/approvals of SSP project. BAL is in process to complete formalities/approvals for setting up SSP Plant. The said formalities should be completed in short time. The construction work of SSP plant can be considered only thereafter. Once the construction work of SSP plant start, it will take a time of about 18 months for commencement of production.

SSP plant will use Sulphuric Acid as key raw material for producing SSP. Our 450TPD Sulphuric Acid plant has already been commenced.

Your Company is producing major Dye Intermediates like Vinyl Sulphone Ester, DASA, F C Acid in huge quantity which generates Spent Sulphuric Acid (Concentrate 25 to 30% ) and the same will also be consumed as raw material in the SSP plant. It will directly save purification cost of about Rs. 1.00 Lac per day. So Spent Sulphuric Acid is available at free of cost as a part of raw material and there is also saving in purification cost.

The Company expects that SSP plant will generate, yearly, Rs. 240 crore Turnover.

BALÃs business and its future plans are elaborated in Management Discussion and Analysis.

Sun Agrigenetics Pvt. Ltd. (SAPL)

BAL has acquired 51% equity stake in Sun Agrigenetics Pvt. Ltd.(SAPL) during January, 2011. Hence, SAPL becomes subsidiary of BAL.

SAPL is in business of production of tissue culture plants, Microbial bio-fertilizers, Genetic Improvement of crops, contract research etc.

SAPLÃs business and its future plans are being elaborated in Management Discussion and Analysis.

Information relating to performance/financials of the subsidiary companies are disclosed in the Consolidated Financial Statements. Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 forms part of this Annual Report.

Compliance of Section 212 of the Companies Act, 1956.

In accordance with the general circular no. 2/2011 bearing reference no. 5/12/2007-CL-III, dtd.8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

In accordance with the requirement of Accounting Standards issued by The Institute of Chartered Accountants of India, the consolidated accounts of the company and its subsidiaries have been prepared and the same are annexed to this report.

CORPORATE ACTIONS

Subdivision (Stock Split) of equity shares

With a view to provide more liquidity and encourage active participation of the retail investors, your Company has subdivided equity shares from 1(one) equity share of the company of Rs. 10/- (Rupees Ten) each to 5(five) equity shares of Rs.2/-(Rupees Two) each.

Preferential Issue

The Board of Directors has allotted 67,50,000 (Sixty Seven Lacs and Fifty Thousand) warrants convertible into equivalent number of equity shares of Rs.10/- each at a price of Rs.63/- per share (including premium Rs.53/-per share) to Promoter Group/Non Promoters on 11th May, 2010, as per terms approved by shareholders vide EGM dtd. 28th April, 2010.

The Company has received Rs. 15.75 per warrant i.e. 25% of Rs. 63/-, aggregating Rs.10.63 crore for allotment of warrants from allottees and the said amount has been fully utilized for Long Term Working Capital/general corporate purposes.

The Company will receive balance amount i.e. Rs.47.25, aggregating Rs. 31.89 crore at the time of conversion of warrants into equity shares within 18 months from the date of allotment i.e. 11th May, 2010.

After considering subdivision/split, each warrant will be converted into 5 equity shares of face value of Rs. 2/- each on or before 10th November, 2011. At the time of conversion, issue price of equity shares will be adjusted accordingly.

Redemption of Debentures

The Company has approved and redeemed 1,02,510, 10% Unsecured Redeemable Non-Convertible Debentures of Rs.500/- each fully paid up at par during May, 2010.

PUBLIC DEPOSITS

During the period under review, the Company has accepted deposits from Shareholders and Public within the prescribed limits. As on March 31, 2011, deposits from Public and Shareholders stood at Rs. 15.55 crore. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2011.

DIRECTORS

Mr. Sunil K. Mehta and Mr. Surendra N. Shah, retire by rotation at the Annual General Meeting. Being eligible, they offer themselves for re-appointment.

For the persual of shareholders, a brief resume of the above said directors, nature of the their expertise, their shareholding in the company and other required details are given in the section of Corporate Governance Report elsewhere in the Annual Report.

INSURANCE

The CompanyÃs assets are adequately insured.

AUDITORS & AUDITORSÃ REPORT

Your Directors recommend re-appointment of Auditors M/S. Mayank Shah & Associates. Chartered Accountants, Ahmedabad for the financial year 2011-12. The Company has received a certificate from the auditor stating that their appointment, if made, will be within the limit specified under section 224 (1B) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this DirectorsÃ Report.

Corporate Governance

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

CONSOLIDATED FINANCIALS

The consolidated Total Income at Rs.573.86 crore and Net profit after minority interest at Rs.17.35 crore for the group for the financial year 2010-11.

Consolidated financial result includes financial result of Bodal Agrotech Ltd., the wholly owned subsidiary of Bodal Chemicals Ltd. and Sun Agrigenetics Pvt. Ltd., which is subsidiary of Bodal Agrotech Ltd. There was no subsidiary company in the previous year i.e. 2009-10.

Your Company is confident about rapid growth of BAL and activity expansion in SAPL.

DIRECTORSÃ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956. with respect to DirectorsÃ Responsibility Statement, the directors hereby confirm;

1. That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures have been made from the same;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2011. on a Ãgoing concernÃ basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the DirectorsÃ Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of your Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the ÃCompany SecretaryÃ at the Registered office of the Company.

ACKNOWLEDGEMENT

Your Directors place on record deep gratitude to the shareholders, banks, valued clients, suppliers and business associates for their continued support and confidence. Your Directors also place on record their appreciation of the dedication, commitment and contribution made by employees at all levels and look forward their continued support in future as well.

We also thank the Government of India, Government of Gujarat and all other Government agencies for their support during the year and look forward their continued support in the future.

For and on behalf of the Board

SURESH J. PATEL Chairman & Managing Director

Date : 12-08-2011 Place : Ahmedabad

Mar 31, 2010

The Directors have great pleasure in presenting their 24th ANNUAL REPORT along with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULT

(Rs. In Lacs)

Particulars 31-3-2010 31-3-2009

Turnover and other Receipt 48660.10 40510.74

Profit/(Loss) before depreciation and taxation 3253.55 (866.58)

Less : Depreciation/Amortization of Goodwill 1212.53 833.09

Profit/(Loss) before Taxation 2041.02 (1699.67)

Less : Provision for Taxation 694.65 (586.07)

Profit/(Loss) after Taxation 1346.37 (1113.60)

Balance available for appropriation 1712.06 (705.05)

Dividend on Equity Shares (Including Tax) 626.61 Nil

Balance Transferred to Balance Sheet 945.45 308.34

EPS (Rs.) (Considering face value of Rs. 10/- each i.e. before split) 6.76 (7.08)

DIVIDEND

Your Directors are pleased to recommend final dividend of Rs.0.18 i.e. 9% (Rs.0.90 per equity share of Rs. 10/-) per equity share of face value of Rs. 2/- , subject to the approval of shareholders, which along with the interim dividend @ 18% i.e. Rs. 1.80 per equity shares of Rs. 10/- each adds upto a total dividend @ 27% per equity share for the current financial year i.e. 2009-10.The Company had not declared dividend for the last year i.e.2008-09.

The final dividend on equity shares, if approved, will be paid to the members whose nameSappears on the Register of Members at the time of Book closure date.

Total dividend payout works out to Rs. 626.61 lacs including Rs. 89.25 lacs dividend tax on equity shares for the financial year 2009-10. The payout is 46.54 % of Profit after Tax for the year. It is indeed a prudent thought to retain the rest of the profits - by ploughing it back into the business itself to further develop and expand your company.

BODALÃS BUSINESS

Bodal is well-known in the field of manufacturing Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. Dyestuffs are further used in Textile, Lather and Paper Industry. Company has total 8 separate units having manufacturing facilities located in Gujarat. Out of the total production about 70% of Basic Chemicals and about 35% of Dye Intermediates is consumed captively. Balance production is sold 50% to local market and 50% to Export.

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal is amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of Other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide, Para Nitro Aniline etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

PERFORMANCE OF THE COMPANY

(1) The Year Under Review-2009-10

The year under review has been an outstanding year for the Dyes and Dye-Intermediates industry compared to the previous year. The recessionary phase is over and there was some indication of economic recovery like stability in financial market, increase in Industrial production, increase in consumption etc. in the financial year 2009-10. In line with global economic recovery, your Company has posted excellent and outstanding performance for the financial year 2009-10, compared to previous financial year. The major highlights of the financial performance for the financial year 2009-10, are as follows:

- Turnover and other Receipt increased from Rs. 405.11 crore to 486.60 crore/

- EBIDTA jump from Rs. 4.49 crore to Rs. 52.85 crore - cricreased by 1077.06%

- Net Profit at Rs. 13.46 crore compared to Net Loss at Rs.11.14 crore

Hence, the company has recouped its entire loss of Rs.11 crore for the entire financial year 2008-09, in the current financial year i.e. 2009-10.

(2) Current Year-2010-11

Bodal has successfully implemented forward integration strategy i.e. commencement of Dyes Plant for generating more revenues and backward integration strategy i.e. producing as many key raw materials in house as possible like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide, Para Nitro Aniline etc. for improving profitability, during the last year as well as in the current year. Quality of products can be distinguished through Brand name. Bodal is planning to launch Branded Dyes in overseas as well as domestic market in the current year.

Bodal is confident of sustained growth in the overseas market during the current year by exploring newer international markets. The Company is also taking steps for increasing market share in domestic market for its products particularly for Dyestuffs. Your CompanyÃs innovative approach and focus on cost management has made your Company much more competitive compared to other players in the same industry. Successful positioning made your Company the preferred choice in Dyes & Dye Intermediates industry.

Hence, Your CompanyÃs well-planned business initiatives, brand building of products and strong Corporate Strategies will deliver an excellent financial performance for the current financial year i.e. 2010-11.

Your Company has performed well during the first quarter i.e. April-June, of the current financial year.

- Turnover and other Receipt increased from Rs. 103.57 crore to 130.56 crore

- EBIDTA jump from Rs. 12.11 crore to Rs. 14.70 crore - increased by 21.39%

- Net Profit increased from Rs. 3.48 crore to Rs.4.93 croreÃ increased by 41.67% Our performance on every parameter therefore, reflects persistent improvement.

CORPORATE ACTIONS

Preferential Issue

The Board of Directors has allotted 67,50,000 (Sixty Seven Lacs and Fifty Thousand) warrants convertible into equivalent number of equity shares of Rs.10/- each at a price of Rs.63/- per share (including premium Rs.53/-per share) to Promoter Group/Non Promoters on 11th May, 2010, as per terms approved by shareholders vide EGM dtd. 28th April, 2010.

The Company has received Rs. 15.75 per warrant i.e.|25% of Rs. 63/-, aggregating Rs.10.63 crore for allotment of warrants from allottees and the said amount has been fully utilized for Long Term Working Capital/general corporate purposes.

The Company will receive balance amount i.e. Rs.47.25, aggregating Rs. 31.89 crore at the time of conversion of warrants into equity shares within 18 months from the date of allotment i.e. 11th May, 2010.

Subdivision (Stock Split) of equity shares

With a View to provide more liquidity and encourage active participation of the retail investors, your Company has subdivided equity shares from 1(one) equity share of Rs. 10/- (Rupees Ten) each to 5(five) equity shares of Rs.2/-(Rupees Two) each. The Board of Directors had declared 11th June, 2010 as a Record date for said subdivision./

Redemption of Debentures

The Company has approved and redeemed 1,02,510, 10% Unsecured Redeemable Non-Convertible Debentures of Rs.500/- each fully paid up at par during May, 2010.

COMMENCEMENT OF NEW PROJECT- SULPHURIC ACID PLANT

A 450 TPD Sulphuric Acid plant has been successfully commenced at an investment of Rs. 62 crore at our Unit No. VII, Dudhwada, Ta. Padra, Dist. Vadodara, during July, 2010. Bodal has also manufacturing facility for production of Dyes and Dye Intermediates at the same location. Hence, the Company has an unique locational advantage, it helps in substantial saving of transportation cost, easy and timely availability of Acid for Dye Intermediates. This is an ambitious project of the company and matches perfectly with our strategy of backward integration for improving profitability.

This plant also generates steam, which can be used to run this plant and our dye plant. This is strategically vital for reduction of fuel consumption cost, thus improving the bottom line of the company.

The full impact of the same on the profitability will start reflecting from 3rd quarter i.e. October-December, 2010 onwards.

DIVERSIFICATION

Your company is one of the leading manufacturer of Basic Chemicals, Dye Intermediates and Dyes. The Company has explored various business other than existing Chemicals business for growth of the company.

Considering the future growth planning and as a part of diversification strategy of the company, your company has identified the Technology based Agricultural Business for exploiting the opportunities for diversification. Traditionally, Indian Agriculture

business is unorganized business and not recognised as a Industry in the corporate world. This scenario has been changing and the corporate world has now started focusing this area for growth. There are ample opportunities in Agriculture business and its related technologies business. The Agriculture business covers area of contract farming, fertilisers like SSP, plant development, agriculture equipments etc.

To exploit said business,Ã Bodal Agrotech LtdÃ the wholly owned subsidiary company will be floated. The said name of the company has been approved by RoC, Gujarat.

UPCOMING PROJECTÃ SINGLE SUPER PHOSPHATE (S.S.P.) PLANT

Your company has identified SSP, as a first phase for business of our Bodal Agrotech Ltd., the wholly owned subsidiary company.

Single Super Phosphate (SSP) industry is the pioneering fertilizer industry in the country. Manufacturing of SSP is based on perhaps the simplest chemical reaction amongst chemical fertilizer industry. The main raw materials required are rock phosphate and sulphuric acid. SSP is a straight phosphatic multi-nutrient fertilizer which contains sulphur, calcium and some other essential micro nutrients in small proportions. SSP, which is a poor farmerÃs fertilizer (price-wise), is an option to optimise the use of phosphatic fertilizers. It also helps to treat sulphur deficiency in soils (40% Indian soil is sulphur deficient) as well for further enhancement of yields at the least cost. In various crops, which require more of sulphur and phosphate like oilseeds, pulses, sugarcane, fruits and vegetables, tea etc, SSP is an essential fertilizer.

Central government policy is liberalized for Fertilizers like SSP. Earlier there was cap on the market price. But now the cap has been removed and fix subsidy on sales is available for SSP manuficturers.

A 3.5 lacs MTPA, SSP Plant will be implemented, at a cost of about rs. 31 crore, near by our existing manufacturing facility of Sulphuric Acid, Dye Intermediates and Dyes, located at our Padra unit, Vadodara. SSP plant will use Sulphuric Acid as key raw material for producing SSP. Our 450TPD Sulphuric Acid plant has already been commenced.

Your Company is producing major Dye Intermediates like Vinyl Sulphone Esater, DASA, F C Acid in huge quantity i.e. 2000 MT PM which generates 150MT PD of Spent Sulphuric Acid (Concentrate 25 to 30% ) and the same will be consumed as raw material in the SSP plant. It directly saves purificationlcost of about Rs. 1.00 Lac per day. So Spent Sulphuric Acid is available at free of cost as a part of raw material and there is also saving in purification cost.

The Company expects that SSP plant will generate Rs. 240 crore Turnover and having 20 to 25% operating profitability margin. The construction work of SSP plant will be started after necessary formalities/approvals. Once the construction work of SSP plant start, it will take a time of 15-18 months for commencement of production.

PUBLIC DEPOSITS j

The Company has not accepted deposit from public during the year and there was no deposit outstanding from public as on 31st March, 2010.

DIRECTORS /

Mr. Prakash B. Patel has been appointed as an Additional Director of the Company on 28th April, 2010. As per the provisions of section 260 of the Companies Act, 1956, this Director will hold office only up to the date of the forthcoming Annual General Meeting of the Company. The Company has received notice under section 257 of the Act along with requisite deposit, in respect of above person, proposing appointment as a Director of the Company. Resolution seeking approval of members for the appointment of Mr. Prakash B. Patel, as a Director of the Company has been incorporated in the Notice of the forthcoming Annual General Meeting.

Mr. Ankit S. Patel and Mr. Bipin R. Patel, retire by rotation at the Annual General Meeting. Being eligible, they offer themselves for re-appointment.

For the perusal of shareholders, a brief resume of the above said directors, nature of the their expertise, their shareholding in the company and other required details are given in the section of Corporate Governance Report elsewhere in the Annual Report.

Mr. Hardik M. Shah has resigned as a Director as well as a member of all three committees i.e. Audit Committee, Remuneration committee and Shareholders Grievances Committee of the Company w.e.f. 28th April, 2010.The Board placed on record its appreciation of the contribution made by Mr. Hardik M. Shah, during his tenure as a Director of the company.

INSURANCE

The CompanyÃs assets are adequately insured.

AUDITORS & AUDITORSÃ REPORT

Your Directors recommend re-appointment of Auditors M/S. Mayank Shah & Associates. Chartered Accountants, Ahmedabad for the financial year 2010-11. The Company has received a certificate from the auditor stating that their appointment, if made, will be within the limit specified under section 224 (1B) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this DirectorsÃ Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956. with respect to DirectorsÃ Responsibility Statement, the directors hereby confirm;

1. That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures have been made from the same;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

3. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2010. on a Ãgoing concernÃ basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1)(e) of the Companies Act, 1956 read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure-A forming part of this report.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is annexed hereto and forms a part of the DirectorsÃ Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the Accounts are being sent to all shareholders of your Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the ÃCompany SecretaryÃ at the Registered office of the Company.

ACKNOWLEDGEMENT

The Board greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We would also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the (ear.

We also thank the Government of India, Government of Gujarat and al y other Government agencies for their support during the year and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Place : Ahmedabad SURESH J. PATEL

Date : 02-08-2010 Chairman & Managing Director

Mar 31, 2009

(This does not purport to be part of the proceedings at the meeting) The Directors hereby present their 23rd ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2009.

FINANCIAL RESULT

(Rs. In Lacs)

Particulars 31-3-2009 31-3-2008

Turnover and other Receipt 40510.74 41603.73

Profit/(Loss) before depreciation and taxation (866.58) 3303.00

Less : Depreciation/Amortisation of Goodwill 833.09 632.02

Profit/(Loss) before Taxation (1699.67) 2670.98

Less : Provision for Taxation (586.07) 925.98

Profit/(Loss) after Taxation (1113.60) 1745.00

Balance available for appropriation (705.05) 2371.35

Dividend on Equity Shares & Preference Shares (Including Tax) Nil 381.51

Balance Transferred to Balance Sheet 308.34 1814.84

EPS (Rs.) (7.08) 11.89

DIVIDEND

In view of the losses, no dividend on equity shares is being proposed. PERFORMANCE OF THE COMPANY

(1) The Year Under Review :

The year under review has been a very tough year for the Dyes and Dye Intermediates industry which was passing through recessionary phase due to financial meltdown and economic recession across the globe and high volatility in Forex market.

Turnover and other Receipt was Rs. 405.10 crore, Earning Before Interest, Depreciation & Taxes (EBIDTA) was Rs.4.37 croreand Net loss after Tax was Rs.11.14 crore for the year ended 31st March, 2009. The major reason for said loss was Rs. 19.52 crore Foreign Exchange fluctuation loss. Hence, the performance of the company was satisfactory in terms of operational level by maintaining same level of Turnover and other Receipt compared to previous year.

(2) Current Year:

The problems faced by entire industry have moderated but effects are still there. Your company has recouped significantly its slowed production and most of its plants are operating at nearer to optimum level. The company is taking steps of cost cutting at all levels of operations while ensuring that efficiency and operations are not hampered. Bodal has confidence to generate more revenues through its forward integration strategy i.e. commencement of Dyes Plant and also improve profit margin through backward integration strategy i.e. producing as many key raw materials in-house as possible. The company is also exploring new export market internationally. In addition, Bodal has traditionally put its customers above everything and has striven to offer maximum values to its customers through price advantage, reliability and deliver quality goods in time to customers. In this way, Bodal has confidence and ability to outperform in the Dyestuff Industry in the current year.

For the first quarter of financial year 2009-10, Net Sales / I ncome from Operation at Rs. 103.41 crore, EBIDTA at Rs. 12.26 crore, Profit After Tax at Rs.3.48 crore and EPS Rs. 1.75 for the quarter ended on 30" June, 2009. The turnover of entire 2nd half year in 2008-09 is achieved in 4 months in current year.

EVENTS COMPLETED IN THE YEAR UNDER REVIEW

(1) Amalgamation of Milestone Organic Ltd :

The Honble High Court of Gujarat has passed an order for Amalgamation of Milestone Organic Ltd. (Transferor Company) with the company on 7th July, 2008. The Company has filed said order to Registrar of Companies on 1st August, 2008. The Company has allotted 67,612 equity shares to shareholders of erstwhile Milestone Organic Ltd. as per the scheme of Amalgamation and other provisions of the said scheme have also been implemented during the year.

(2) Rights Issue :

Rights Issue, Warrant Exercise Issue & Utilization of Issue proceeds Rights Issue of the company opened on 27th March, 2008 and closed on 25th April, 2008.

The Company has received very good response from the shareholders and Rights Issue was subscribed by 1.19 times.

The Company has allotted 52,01,352 equity shares at Rs. 20/- including Rs. 10/- premium per share with Detachable Warrants on 24th May, 2008.

The Company has also allotted 42,30,634 equity shares of Rs. 10/- each fully paid at a premium of Rs. 10/- per share on 10th March, 2009, in pursuance of warrant conversion option i.e. 1 warrant converted into 1 equity share of Rs. 10/- each fully paid at a premium of Rs. 10/- per share during 1st to 28* February, 2009, as per terms of Letter of Offer (Rights Issue), dtd.26th February, 2008. Un-exercised warrants i.e. 9,70,718 were lapsed/cancelled after 28th February, 2009. The Company has fully utilized Rights Issue and Warrant Exercise Issue proceeds i.e. Rs.10.40 crore and Rs. 8.46 crore respectively, in accordance with the objects of Rights Issue.

LISTING / DELISTING OF SECURITIES

The Company has got listing and trading permission from BSE for the following securities during the year are as follows:

1. 52,01,352 equity shares of Rs. 10/- each fully paid and warrants allotted as per terms of Rights Issue.

2. 67,612 equity shares allotted to shareholders of erstwhile Milestone Organic Ltd. as per the scheme of Amalgamation of Milestone Organic Ltd. with the company.

3. 1,02,510, 10% Unsecured Redeemable Non-Convertible Debentures of Rs. 500/- each fully paid, acquired/accepted redemption liability as per the scheme of Amalgamation of Milestone Organic Ltd. with the company.

4. 42,30,634 equity shares of Rs. 10/- each fully paid, allotted in pursuance of warrant conversion option. The following securities have been delisted from BSE during the year.

1. 39,67,146 ,10% Non-Cumulative Redeemable Preference Shares due to redemption.

2. 52,01,352 Warrants on they getting cancelled on account of warrant holders exercising their right to get equity shares against warrants or lapse of the right due to non exercise thereof.

As a result of above total 1,99,02,302 equity shares of Rs. 10/- each fully paid are listed on BSE as on 31st March, 2009.

REDEMPTION OF PREFERENCE SHARES

The Company has approved and redeemed 39,67,146, 10% Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid, at par during the year. Capital Redemption Reserve Fund has been created for redemption of preference shares of Rs. 3.97 crore at the same time.

IMPLEMENTATION/COMMENCEMENT OF NEW PROJECTS

- Bodal has successfully commissioned its Rs. 43 crore Dyes project with manufacturing capacity of 12000 MTPA at Padra unit, Nr. Vadodara, Gujarat, during 1st Quarter of the year 2009-10. Now, Bodai has annual manufacturing capacity of 17000 MTPA of Dyes. After the commencement of Dyes plant, Bodal has been emerged as global player in manufacturing of Dyestuff business.

- The Company has strategy to improve profit margin through backward integration. In this direction, the Company has commissioned Rs. 23 crore Beta Nephthol plant with manufacturing capacity of 6000 MTPA at Padra unit, Nr. Vadodara, Gujarat during May 2009. Beta Naphthol is a raw material of Dye Intermediate. PNA plant, costing about Rs. 2 Crore

i is also nearing completion. .

CAPEX UNDER IMPLEMENTATION : Upcoming Project-Acid Plant:

- This is our ambitious project of the company and is also perfect fit for our strategy of backward integration, A 500 TPD Sulphuric Acid Plant is under implementation at a cost of about Rs. 63 crore. Due to sudden recession phase in chemicals Industry and economic slowdown in the world, the company had strategically deferred CAPEX for Sulphuric Acid plant for some time back. Now, the company has started construction work for said plant at our Padra unit, Nr. Vadodara, Gujarat and we are expecting that Sulphuric Acid plant to be commissioned for commercial production during 1st quarter, 2010-11. This will also improve substantially profitability by supplying lower cost inputs captively.

PUBLIC DEPOSITS

The Company has not accepted deposit from public during the year and there was no deposit outstanding from public as on 31 st March, 2009.

DIRECTORS

Mr. Suresh J. Patel, Chairman & Managing Director was appointed at Extra-ordinary General Meeting held on 16th June, 2006 for a period of three years w.e.f. 13th May, 2006, therefore his tenure expired on 12th May, 2009. The Board of Directors of the company has reappointed him subject to approval of the members of the company, as the Chairman & Managing Director w.e.f. 13th May, 2009 for the further period of three years.

Mr. Bhavin S. Patel, Whole Time Director was appointed at Extra-ordinary General Meeting held on 16th June, 2006 for a period of three years w.e.f. 13th May, 2006, therefore his tenure expired on 12th May, 2009. The Board of Directors of the company has reappointed him subject to approval of the members of the company, as Executive Director w.e.f. 13th May, 2009 with change of designation from Whole Time Director to Executive Director for the further period of three years. Mr. Ramesh P. Patel, Whole Time Director was appointed at Extra-ordinary General Meeting held on 16th June, 2006 for a period of three years w.e.f. 13th May, 2006, therefore his tenure expired on 12th May, 2009. The Board of Directors of the company has reappointed him, subject to approval of the members of the company, as Executive Director w.e.f. 13th May, 2009 with change of designation from Whole Time Director to Executive Director for the further period of three years. Mr. Surendra N. Shah and Mr. Sunil K. Mehta, retires by rotation at the Annual General Meeting. They, being eligible, offer themselves for re-appointment.

Your Directors recommend to pass necessary resolutions to approve these appointments/reappointments as set out in the notice of the annual general meeting.

For the perusal of shareholders, a brief resume of the above said directors, nature of the their expertise, their shareholding in the company and other required details are given in the section of Corporate Governance Report elsewhere in the Annual Report.

INSURANCE

The Companys assets are adequately insured.

AUDITORS & AUDITORS REPORT

Your Directors recommend re-appointment of Auditors M/S. Mayank Shah & Associates. Chartered Accountants, Ahmedabad for the financial year 2009-10. The Company has received a certificate from the auditor stating that their appointment, if made, will be within the limit specified under section 224 (1B) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company in current year and the industry in which it operates including perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors Report.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the directors hereby confirm;

1. That in the preparation of the accounts for the financial year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures have been made from the same;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

3. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2009, on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(1 )(e) of the Companies Act, 1956, read with companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure-A forming part of this report.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration of Rs. 24,00,000 or more employed throughout the year or Rs. 2,00,000 or more per month employed for a part of the year.

ACKNOWLEDGEMENT

The performance of the company reflects the dedication, commitment and enthusiasm of the people at all levels at Bodal. Your Directors place on record its gratitude to the shareholders, Banks, valuable customers, suppliers and business associates for their continued support and confidence.

The directors gratefully appreciate the co-operation and assistance extended by the various Central and State Government agencies.

For and on behalf of the Board of Directors

Place : Ahmedabad SURESH J. PATEL

Date : 29-08-2009 Chairman & Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article