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Directors Report of Bodal Chemicals Ltd.

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 that—

(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 :

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

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

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

•} 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 Company’s 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.

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 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 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, auditor’s report and directors’ 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 “Security holders’ Grievances Committee” and the nomenclature of Remuneration Committee has been changed to “Nomination and Remuneration Committee”.

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 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 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.

Auditor’s comments on your Company’s 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 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.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 company’s 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.

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, 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 ‘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 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 – 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.

BODAL’S 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 “Bodal” as the group name. Bodal group includes Bodal Chemicals Ltd and its subsidiaries. The Company has applied for registration of logos including group logo “Bodal” 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 – 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 crore— 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 “Bodal Agro” 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.

BAL’s 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.

SAPL’s 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 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 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 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 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.

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, 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 ‘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 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 Directors’ 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 “Company Secretary” 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.

BODAL’S 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 Company’s 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 Company’s 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 crore— 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,” Bodal Agrotech Ltd” the wholly owned subsidiary company will be floated. The said name of the company has been approved by RoC, Gujarat.

UPCOMING PROJECT— 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 farmer’s 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 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 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 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, 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 ‘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

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 Directors’ 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 “Company Secretary” 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