Directors Report of Bhageria Industries Ltd.

Mar 31, 2018

The Directors have great pleasure in presenting the 29th Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the financial performance of the Company during the year under review.

(Rs. in Crores)

Particulars	2017-18	2016-17
Revenue from Operations (net of tax)	373.31	373.46
Other Income	11.54	10.08
Total Income	384.85	383.54
EBITDA	91.33	72.48
Less : Finance Cost	6.05	1.56
Less : Depreciation & Amortisation expenses	22.88	6.04
Profit before tax	62.40	64.89
Tax Expenses	22.06	21.42
Net Profit after tax	40.34	43.46
Other Comprehensive Income (Net of tax)	(0.07)	(0.04)
Total Comprehensive Income after tax	40.27	43.42
Earing per shares of Rs. 5 each (In Rs.)	18.45	23.02

2. OPERATIONAL REVIEW:

During the year under review, the Company has achieved a revenue of Rs. 384.85 Crores as against Rs. 383.54 Crores in the previous financial year. The Profit after tax for the financial year 2017-18 was Rs. 40.27 Crores as compared to previous year of Rs. 43.42 Crores due to higher depreciation of Rs. 22.88 Crores as against previous year of Rs. 6.04 Crores which resulted in a decline of 7.1%.

Dyes and Dye intermediates & Chemical Business

The turnover of the company from chemical business amounted to Rs.342.36 Crores as against Rs. 344.51 Crores for the previous year. The EBIT from this segment has shown an improvement at Rs. 62.73 Crores as against Rs. 58.59 Crores in the previous year.

Solar Power Business

The turnover of the company from solar power operations has gone up to Rs.24.49 Crores as against Rs. 2.63 Crores for the previous year. The EBIT from this segment has shown an improvement at Rs. 2.00 Crores as against Rs.0.12 Crores in the previous year.

3. SCHEME OF AMALGAMATION OF NIPUR CHEMICALS LIMITED WITH THE COMPANY:

The Hon''ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Arrangement in the nature of Amalgamation between the Company and Nipur Chemicals Limited (Amalgamating Company) vide its Order dated April 5, 2018. Both the Companies have filed the said Order with the Registrar of Companies, Mumbai on May 3, 2018. Consequent upon the Scheme became effective from May 3, 2018 with effect from October 1, 2016, being the Appointed Date of the Scheme.

Upon coming into effect of the Scheme, 45,940 equity shares held by Nipur Chemicals Limited in the Company shall get cancelled on account of cross holdings and the Company is required to allot 59,42,530 Equity shares to the shareholders of Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter, the Paid-up Capital of the company will increase to Rs. 10,91,10,450 (Ten Crore Ninety One Lakh Ten Thousand Four Hundred and Fifty) divided into 2,18,22,090 (Two Crore Eighteen Lakh Twenty Two Thousand & Ninety) equity shares of Rs. 5 each.

Your Company has given effect to the Scheme in the Accounts and accordingly the Assets and the Liabilities of Nipur Chemicals Limited are transferred to and vested in the Company with effect from October 1, 2016, being the Appointed Date of the Scheme.

Income accruing and expenses incurred by Nipur Chemicals Limited, during the period from October 1, 2016 to 31 March, 2018, have been incorporated in the Financial Statements after eliminating inter-company transactions. The effects of these transactions are reflected in the Financial Statements.

4. DIVIDEND:

Your Directors have pleasure in recommending, for approval of the Members, at its 29th Annual General Meeting, a Dividend of Rs. 5.50/- per share i.e.110% for the year ended March 31, 2018. If approved at the forthcoming Annual General Meeting, it will result in an outflow of Rs.12 Crores to the Members of the Company, in addition to Rs. 2.47 Crores as dividend distribution tax.

This will be 25th consecutive year of payment of dividend by your Company.

The Company has not transferred any amount to General Reserve during the financial year.

5. CAPITAL STRUCTURE & LIQUIDITY:

Authorised Share capital

Upon coming into effect of the Scheme, the Authorised Share Capital of Nipur Chemicals Limited (Transferor Company) amounting to Rs. 6,00,00,000/- has been added to the Authorised Share Capital of Bhageria Industries Ltd. (Transferee Company). Hence, the Authorised Capital of the Company has been increased to Rs.14,00,00,000/- (Rupees Fourteen Crores only) divided into 2,80,00,000 (Two Crores Eighty Lakhs) equity shares of Rs. 5/- each.

Issued and paid up Share Capital

The Paid Up Equity Share Capital as at March 31, 2018 was Rs. 79,627,500/- divided into 1,59,25,500 Equity Shares, having value of Rs.5/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity.

Note: The Company is required to allot 59,42,530 equity shares to the shareholders of Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter, the Paid-up Capital of the company will increase to Rs. 10,91,10,450 (Ten Crore Ninety One Lakh Ten Thousand Four Hundred and Fifty) divided into 2,18,22,090 (Two Crore Eighteen Lakh Twenty Two Thousand & Ninety) equity shares of Rs. 5/- each.

6. SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary or associate companies.

7. BOARD OF DIRECTORS:

Re-appointments:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Suresh Bhageria, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Suresh Bhageria as Executive Chairperson, Mr. Vinod Bhageria as Managing Director and Mr. Vikas Bhageria as Jt. Managing Director (Whole-time Director) for a period of 3 years with effect from April 1, 2018 to March 31, 2021 subject to approval of the members at the ensuing Annual General Meeting.

Based on evaluations and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Mr. Sandeep Kumar Singh, Mr. Omprakash Anandilal Bubna, Dr. Shyam Chandrabhan Agarwal, Mr. Pradipkumar Shankar Dalvi and Mr. Surendra Shriram Gupta as Independent Directors for another term of five consecutive years with effect from April 1, 2019 to March 31, 2024, for the approval of Members.

8. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Directors Responsibility statement it is hereby confirmed:

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

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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 on a going concern basis;

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

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.

10. KEY MANAGERIAL PERSONNEL:

Sr. No	Name of Personnel	Designation
1.	Mr. Suresh Bhageria	Chairperson
2.	Mr. Vinod Bhageria	Managing Director
3.	Mr. Vikas Bhageria	Jt. Managing Director
4.	Mrs. Chandraprabha Bhageria	Whole-time Director
5.	Mr. Rakesh Kachhadiya	Chief Financial Officer
*6.	Mr. Shrinath Tiwari	Company Secretary
**7	Mr. Ketan Gaur	Company Secretary

*Mr. Shrinath Tiwari resigned from the Company w.e.f. October 31, 2017.

**Mr. Ketan Gaur was appointed w.e.f. January 25, 2018.

11. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairperson and Non-Independent Directors was also carried out by the Independent Directors in their meeting held on January 25, 2018.

Similarly, the performance of various committees, individual Independent and Non Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 5 (Five) times during the financial year. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

13. AUDIT COMMITTEE:

In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the Company is having an Audit Committee comprising of Independent Directors. The Audit Committee was reconstituted on May 4, 2018, the Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of Audit Committee and other details are explained in the Corporate Governance Report.

14. REMUNERATION & NOMINATION POLICY:

The Board of Directors as per recommendations of the Nomination & Remuneration Committee 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.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.bhageriagroup.com).

16. PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report. (Refer note no. 48)

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company is having in place a "Corporate Social Responsibility" (CSR) Committee. As part of its initiatives under CSR, the company has contributed funds for the schemes of rural development, promotion of education and medical aid. The contribution in this regard has been made to the registered trust(s) which are undertaking these schemes. The Company has also undertaken schemes in which the amount has been directly spent by the Company.

The Annual Report on CSR activities is annexed herewith as: Annexure ''A''.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

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

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the Regulators or Courts during the financial year ended March 31, 2018.

The Hon''ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Arrangement in the nature of Amalgamation between the Company and Nipur Chemicals Limited vide its Order dated April 5, 2018.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure ''B'' and forms an integral part of the Report.

22. INVESTOR EDUCATION & PROTECTION FUND (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs.1,97,608/-in respect of financial year 2009-10. Further, 1,22,400 Equity shares were transferred as per the requirements of IEPF rules. The details are available on our website www.bhageriagroup.com.

23. RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Company''s website www.bhageriagroup.com. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm''s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h)of the Act in Form AOC 2. Members may refer to note no. 48 of the financial statements which sets out related party disclosures pursuant to INDAS-24.

24. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also foster a culture of accountability and integrity. The Code in accordance with the requirements of SEBI (LODR) Regulations, 2015 has been posted on the Company''s website www.bhageriagroup.com.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

25. STATUTORY AUDITORS:

M/s. MRB & Associates, Chartered Accountants, (Firm Registration No.136306W), were appointed as the Statutory Auditors of the Company at the 28th AGM held on December 2, 2017 and will hold office until the conclusion of the 33rd AGM to be held in 2022, are recommended for ratification of appointment for the Financial Year 2018-19. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. M R B & Associates that their appointment for the financial year 2018-19 would be in conformity with the limits specified in the said Section.

The Report given by M/s. MRB & Associates, Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

26. COST AUDIT:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been complying with the provisions of audit of cost records of the Company every year. The Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. Sushilkumar Mantri & Associates, Cost Accountants as the Cost Auditors to audit the accounts of the Company for the Financial Year 2018-19 at a remuneration of 85,000/- plus GST as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member''s approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

27. INTERNAL AUDIT:

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointed M/s. Kamal Dhanuka & Co, Chartered Accountants, having Registration No.131308W as Internal Auditors of the Company.

28. SECRETARIAL AUDIT:

The Secretarial Audit was carried out by M/s. GMJ & Associates, a firm of Company Secretaries in Practice for the Financial Year 2017-2018. The Report given by the Secretarial Auditors is annexed as Annexure ''C'' and forms an integral part of this Board''s Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year ending March 31, 2019. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ''D'' to this Report.''

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.

33. ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

34. RISK MANAGEMENT POLICY:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks.

The Committee on timely basis informed members of Board of Directors about risk assessment and minimization procedures which in the opinion of the Committee may threaten the existence of the Company.

Since the constitution of Risk Management Committee was not mandatory to the Company, the Board has dissolved the Committee and taken over the responsibility of ensuring compliance with the Risk Management policy.

35. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''E'' & ''F'' to this Report.

36. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.

37. LISTING:

The Company''s Shares are listed on BSE Limited and National Stock Exchange of India Limited, Mumbai.

38. APPRECIATION:

Your Directors would like to express their sincere appreciation to the company''s Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for the hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: For and on behalf of the Board

1002, 10th Floor, BHAGERIA INDUSTRIES LIMITED

Topiwala Centre,

Off S. V. Road, SURESH BHAGERIA

Goregaon [ West ], (DIN: 00540285)

Mumbai - 400 062. CHAIRPERSON

Date : May 4, 2018.

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Mar 31, 2013

The Directors have great pleasure in presenting the 24th Annual Report together with the Audited Accounts for the year ended March 31,2013.

FINANCIAL RESULTS:

Particulars Year ended 31.03.2013 Year ended 31.03.2012 Rs. In Lacs Rs. In Lacs

Sales & Other Income 12948.56 6310.66

Profit / (Loss) before tax and appropriations 176.82 (66.69)

Profit / (Loss) after tax 126.25 (47.11)

Add : Balance brought forward from previous year 18.43 41.82

Profit / (Loss) available for disposal 144.68 (5.3)

Proposed Dividend 63.70 39.81

Corporate Tax on Proposed Dividend 10.33 6.46

Transfer to / (From) General Reserve - (70.00)

Profit carried forward 70.65 18.43

DIVIDEND:

Your Board is pleased to recommend for consideration of the Shareholders at the Annual General Meeting payment of a Tax free dividend for the year ended March 31,2013 of Rs. 0.80 per share on each Equity share of Rs.10/- each which after approval shall be paid in accordance with the applicable Law. This will be the 20th consecutive year of payment of Dividend by your company.

OPERATIONS:

During the year under review, your company has performed very well with the total income increasing more than 100% and also showing significant rise in profitability. Company achieved total income of f 12948.56 lacs against Rs. 6310.66 lacs in previous year and reported a profit of Rs. 126.25 lacs as against a net loss of Rs. 47.11 lacs in previous year.

RESEARCH & DEVELOPMENT:

We believe there is no end to innovation. It is not enough to manufacture good products, it is always possible to make it better. And it is always possible to find newer better means to fulfill the needs of our customers. With this in mind, the R&D Department of the Company is manned by a team of dedicated researchers.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public during the year within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Suresh Keshavdeo Bhageria and Mr. Surendra Shriram Gupta, Directors of the Company, retire by rotation and being eligible, offer themselves for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2013.

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

4. The Annual Accounts have been prepared on a going concern basis.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares

of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE354C01019

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. Sarda & Pareek, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31,2014 as set out in the Notice convening the Meeting.

AUDITORS'' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. O. P. Bubna, Mr. P.S. Dalvi and Dr. Shyam Agarwal as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company''s Shares are listed on BSE Limited, Mumbai. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the Plant.

ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation to the company''s shareholders, vendors and stakeholders including banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: For and on behalf of the Board

A1/101,VirwanilndustrialEstate, For BHAGERIA DYE-CHEM LIMITED

W. E. Highway,

Goregaon [ East], Suresh Bhageria

Mumbai - 400 063 Chairman

May 17,2013.

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Mar 31, 2012

The Directors have great pleasure in presenting 23rd Annual Report together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS: Year ended Year ended Particulars 31.03.2012 31.03.2011 Rs. In Lacs Rs. In Lacs

Sales & Other Income 6301.41 6177.98

Profit / (Loss) before tax and appropriations (66.69) 239.69

Profit / (Loss) after tax (47.11) 90.30

Add : Balance brought forward from previous year 41.82 4.98

Profit available for disposal (5.3) 95.27

Proposed Dividend 46.27 48.45

Transfer to / (From) General Reserve (70.00) 5.00

Profit carried forward 18.43 41.82

DIVIDEND:

Your Board is pleased to recommend for consideration of the Shareholders at the Annual General Meeting payment of a Tax free dividend for the year ended March 31, 2012 of Rs. 0.50 per share on each Equity share of Rs.10/- each which after approval shall be paid in accordance with the applicable Law. Members may appreciate that the company has maintained the dividend inspite of no profit in current year.

This will be the 19th consecutive year of payment of Dividend by your company.

OPERATIONS:

During the year under review, your company has achieved total income of Rs. 6301.41 lacs against Rs. 6176.86 lacs in previous year and incurred a loss of Rs. 47.11 lacs as against a net profit of Rs. 90.30 lacs in previous year. This was due to steep rise of input costs and bad market condition.

ISSUE OF SHARE CAPITAL AGAINST CONVERSION OF WARRANTS:

The company has issued 45 lacs equity share of Rs 10 Each to warrant holders against exercise of conversion option of warrants issued on preferential basis during the year under review. Consequently the Paid up Equity share Capital stand increased to Rs 796.28 Lacs

The Listing of said equity has been duly approved from BSE Limited Mumbai.

RESEARCH & DEVELOPMENT:

The R&D department of the company has been arduously working to provide quality and value for money to the customers in keeping with market trends.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public during the year within the meaning of section 58A of the Companies Act, 1956 and the rules made thereunder.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and its terms of the Articles of Association of the Company, Mr. P. S. Dalvi and Mr. Vinod Bhageria, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Surendra Shriram Gupta was appointed as additional director during the year, necessary resolution for his regular appointment is placed.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012.

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

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

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE354C01019 Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities and Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. Sarda & Pareek, Chartered. Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2013 as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practicing Company Secretary. The same is enclosed and form part of this report.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. O. P. Bubna, Mr. P.S. Dalvi and Dr. Shyam Agrawal as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules, 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company has listed its Equity Shares on BSE Limited, Mumbai.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

A/101, Virwani Industrial Estate, For BHAGERIA DYE-CHEM LIMITED

W. E. Highway,

Goregaon [East],

Mumbai - 400 063 Suresh Bhageria

May 26, 2012. Chairman

---

Mar 31, 2011

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors have great pleasure in presenting 22nd Annual Report together with the Audited accounts for the year ended March 31, 2011.

FINANCIAL RESULTS:

Year ended Year ended

Particular's 31.03.2011 31.03.2010

Rs. In Lacs Rs. In Lacs

Sales & Other Income 6176.86 5643.50

Profit before tax and appropriations 239.68 101.00

Profit after tax 90.30 57.48

Add : Balance brought forward from previous year 4.98 1.11

Profit available for disposal 95.27 58.59

Proposed Dividend 48.45 48.61

Transfer to General Reserve 5.00 5.00

Extraordinary Income (Grant Reed.) Nil 57.27

Transfer to Capital Reserve Nil 57.27

Profit carried forward 41.82 4.98

DIVIDEND:

Your Board is pleased to recommend for consideration of the Shareholders at the Annual General Meeting payment of a Tax free dividend for the year ended March 31, 2011 of Rs. 1.20 per share on each Equity share of Rs.10/- each which after approval shall be paid in accordance with the applicable Law.

This will be the 18th consecutive year of payment of Dividend by your company.

OPERATIONS:

During the year under review, your company has achieved total income of Rs. 6176.86 lacs against Rs. 5643.50 lacs in previous year and a net profit of Rs. 90.30 lacs as against Rs. 57.48 lacs in previous year.

RESEARCH & DEVELOPMENT:

The R&D department of the company has been arduously working to provide quality and value for money to the customers in keeping with market trends.

FIXED DEPOSITS:

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. O. P. Bubna and Dr. Shyam Agrawal, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

It is proposed to re-appoint Mr. Suresh Bhageria as Chairman and Mr. Vinod Bhageria as Managing Director of the Company.

Necessary Resolutions are put up for members considerations.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011.

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

4. The annual accounts have been prepared on a going concern basis. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dernaterialised form in either of the two Depositories. The Company has been allotted ISIN No. INE354C01019

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities and Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. Sarda & Pareek, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2012 as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practising Company Secretary. The same is enclosed and form part of this report.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. O. P. Bubna , Mr. P. S. Dalvi and Dr. Shyam Agrawal as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules, 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company has listed its Equity Shares on Bombay Stock Exchange Limited, Mumbai.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company's shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

A/101, Virwani Industrial Estate, For BHAGERIA DYE-CHEM LIMITED

W. E. Highway,

Goregaon [East],

Mumbai - 400 063. Suresh Bhageria

May 21st, 2011 Chairman

---

Mar 31, 2010

The Directors have great pleasure in presenting 21st Annual Report together with the Audited accounts for the year ended March 31, 2010.

FINANCIAL RESULTS:

Year ended Year ended 31.03.2010 31.03.2009

Rs. In Lacs Rs. In Lacs

Sales & Other Income 5643.50 5466.50

Profit before tax and appropriations 101.00 (171.44)

Profit after tax 57.48 (117.95)

Add : Balance brought forward from previous year 1.11 135.62

Profit available for disposal 58.59 12.07

Proposed Dividend 48.61 24.31

Transfer to / From General Reserve 5.00 (13.35) Extra Ordinary Income- Grant Received 57.27 -

Transfer to Capital Reserve 57.27 -

Profit carried forward 4.98 1.11



DIVIDEND:

Though there was marginal increase in Sales and other income of the Company, Your Company earned a net Profit after tax of Rs. 57.48 as against Net Losses of Rs. 117.95 suffered during previous year.

The Board of Directors after careful thinking and taking into consideration the Track record and keeping in mind Shareholders Interest, recommend for consideration of the Shareholders at the Annual General Meeting payment of dividend for the year ended March 31, 2010 of Rs. 1.20 per Share on each Equity Share of Rs.10/- each which after approval shall be paid in accordance with the applicable Law.

This will be the 17th consecutive year of payment of Dividend by your company.

OPERATIONS:

Looking at the overall bad scenario, your Company did fare well during the year. Due to the same, your company could achieve a Total Income of Rs. 5643.50 lacs against Rs. 5466.50 lacs during the previous year

RESEARCH & DEVELOPMENT:

The R&D department of the company has been arduously working to provide quality and value for money to the customers in keeping with market trends.

FIXED DEPOSITS:

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

BOARD OF DIRECTORS:

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Vinod Bhageria and Mr. Suresh Bhageria, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010.

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

4. The annual accounts have been prepared on a going concern basis. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialised form in either of the two Depositories. The Company has been allotted ISIN No. INE354C01019

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your Company continued to practice good governance as set out by the Securities And Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors have implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing wiin ethical issues and also foster a culture of accountability and integrity.

AUDITORS:

M/s. Sarda & Pareek, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to.act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2011 as set out in the Notice convening the Meeting.

AUDITORS OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "S" which are self explanatory and, therefore, do not call for any further comments.

SECRETARIAL COMPLIANCE REPORT:

As required under the amended provisions of the Companies Act, 1956, the Company is required to obtain Secretarial Compliance Certificate from a Practising Company Secretary. The same is enclosed and form part of this report.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. O. P. Bubna , Mr. P. S. Dalvi and Dr. Shyam Agarwal as members. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors ) Rules, 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company has listed its Equity Shares on Bombay Stock Exchange Limited, Mumbai. SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Companys shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board

A/101, Virwani Industrial Estate, For BHAGERIA DYE-CHEM LIMITED

W. E. Highway,

Goregaon [East],

Mumbai - 400 063. Suresh Bhageria

May 29,2010. Chairman