As on: May 16, 2025 06:45 AM
Dear Members,
Your Directors have pleasure in presenting the Thirtieth (30th) Annual Report of your Company together with the Audited Financial Statements for the year ended 31st March, 2023.
Financial Highlights
The Financial Statements for the year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. Necessary disclosures regarding Ind-AS reporting have been made under the Notes to Financial Statements. The Company's performance during the Financial Year under review as compared to the previous Financial Year is summarized below:
Financial Results - Standalone
Performance Review and State of Affairs:
We have been able to achieve yet another year of impressive business growth and profitability. The company has been able to conduct its operations with consistency and resilience, ably handling the unprecedented times and quickly responding to the emerging opportunities
The Company's performance during the Financial Year 2022-23 on a standalone basis improved substantially as compared to the previous financial year 2021-22. The revenue from operations for the FY 2022-23 increased to H 50209.13 lakhs as against revenue from operations of H 43566.74 lakhs in FY 2021-22. The PAT attributable to shareholders for FY 2022-23 was H 4641.00 lakhs as compared to the previous year's PAT of H3590.26 lakhs. The Profit before Tax was H 6504.15 lakhs as against the previous year's PBT of H5146.31 lakhs. The Earnings per Share stood at
H 45.58 for the year under review as against H 43.21 per share of the previous year.
Change in the nature of the business, if any:
There is no change in the nature of the business of the Company and its subsidiary during the year under review
Dividend
The Board of Directors at its meeting held on 13th May, 2023, recommended a final dividend for the year ended March 31, 2023 of H 3/- per equity share of face value of H 10 each (i.e. 30%) and the same shall be paid subject to approval of the shareholders at the ensuing 30th Annual General Meeting, making a total dividend of H4/- @ 40% per equity share for the financial year ended March 31, 2023, including an interim dividend of H 1/- @ 10% per equity share declared earlier during the Financial Year 2022-23. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per norms.
Details of Interim Dividend Paid during the year:
The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 28, 2023 to Friday, August 04, 2023 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2023.
Dividend Distribution Policy
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy with the objective of providing clarity to its stakeholders on the profit distribution strategies of the Company. During the year, the said Policy has been reviewed by the Board of Directors of the Company and the same is hosted on the website of the Company at https://www.bhagirad.com/reports/policy/Dividend%20 Distribution%20Policymay21.pdf
Transfer of Un-Claimed Dividend/Shares
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government. The following are the year wise dividends remaining unclaimed as on 31.03.2023
• Transfer of unclaimed dividend to IEPF during the year under review
Pursuant to Section 124(5) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the unclaimed/unpaid dividend amount of H83,627/- (Rupees Eighty Three Thousand Six
Hundred and Twenty Seven only) for the year 2014-2015, was transferred to the Investor Education and Protection Fund during the financial year 2022-23.
• Transfer of shares to IEPF
In compliance with the provisions of Section 124 of the Companies Act, 2013, the Company has transferred 205 no of equity shares belonging to 6 members of the company to Investor Education and Protection Fund Authority (IEPF) who have not claimed the dividends for a continuous period of 7 years. Details of shares transferred to IEPF have been uploaded on the website of the Company.
The shareholders whose shares got transferred to IEPF Authority shall claim the dividends and shares from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website at www.iepf.gov.in as per the procedure prescribed thereon.
Smt. Sharanya. R is the Nodal Officer who is appointed by the Company under the provisions of IEPF.
Transfer to reserves
The closing balance of the retained earnings of the Company for FY 2022-23, after all appropriation and adjustments stood at H30440.28 lakhs.
Share capital
During the year under review, there was no change in the Authorized share capital of the company which stood at
H15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares having face value of H 10/- each.
However, during the year under review the the Company has issued and allotted (a) 19,55,083 Equity Shares of face value of H10.00 each at a price of H 400.00 per Share (including a premium of H 390.00 per Share) on 10th May, 2022 on Rights basis to the existing shareholders as on April 09,2022 and (b) 1,40,700 Equity Shares of face value of H 10.00 each at a price of H 400.00 per Share (including a premium of H 390 per Share) on 10 May, 2022 through the same Issue under Employee Reservation Portion. The paid up share capital of the Company thus increased from H8,30,97,000 divided into 83,09,700 equity shares of H 10/- each to H 10,40,54,830 divided into 1,04,05,483 equity shares of H 10/- each during the year.
Apart from the above, the company has not issued any further shares in the form of equity during the financial year ended on 31.03.2023.
The Company has paid listing fee for the financial year 2023-24, to BSE Limited and National Stock Exchange of India Limited (NSE) where its shares are listed.
Buy Back of shares and disinvestment
The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2023.
Consolidated Financial Statements
The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the Financial Year ended 31st March 2023 form part of the Annual Report.
Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the report
There are no material changes and commitments affecting financial position of the company, which occurred after the end of the financial year i.e., March 31, 2023.
Management Discussion and Analysis
In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis is provided in a separate section and forms an integral part of this Report.
Directors
The Composition of the Board of Directors as on 31.03.2023 is as under:
*The term of Sri Ketan Chamanlal Budh as a Whole Time Director of the company concluded on 13.05.2022 and he ceased to be a director on the Board of the Company with effect from the close of office hours of May 13, 2022.
None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (‘Act') or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Declaration from Independent Directors
The independent directors have submitted the declaration of independence stating that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Change in Directors:
During the year under review, the term of Sri. Ketan Chamanlal Budh, as a whole time director of the company concluded on 13.05.2022 and he stood relieved from the post of Whole Time Director of the Company with effect from the close of office hours of May 13, 2022 and ceased to be the director on the Board of the Company.
Apart from the above, there was no change in the composition of Board of Directors of the company during the year under review.
Pursuant to Sections 152 of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Singavarapu Chandra Sekhar (DIN No.: 00159543), Executive Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. His appointment is placed for approval of the members and forms part of the notice of the 30th Annual General Meeting. The information about the Director seeking re-appointment as per the Secretarial Standards on General Meetings and Regulation 36 (3) of Listing Regulations has been given in the notice convening the 30th AGM.
In order to comply with the provisions of section 152 (6) of the Companies Act, 2013 and rules applicable thereunder, Sri. Singavarapu Chandra Sekhar, Executive Director (Managing
Director) is liable to retire by rotation at this Annual General Meeting. The proposed re-appointment by rotation shall not alter any terms and conditions with regard to tenure of appointment, remuneration and such other terms and conditions relating to appointment of Sri. Singavarapu Chandra Sekhar (DIN No.: 00159543) as an Executive Director of the company for a period of five years (w.e.f. June 01, 2020 to May 31, 2025) as approved by the Members of the Company at the 27th Annual General Meeting (AGM) held on Friday, September 04, 2020 and the revised remuneration for a period from 01.06.2022 to 31.05.2024 as approved by the members of the company at the 29th Annual General Meeting (AGM) held on Friday, August 12, 2022.
Sri. Krishna Rao S V Gadepalli (DIN:08199210) was appointed as an Independent Director of the Company pursuant to Section 149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, by the Members at the 26th Annual General Meeting held on Friday, August 09, 2019 for a term of 5 consecutive years with effect from 13th November, 2018. In terms of his appointment as an Independent Director of the company, he is due for retirement on November 12, 2023.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommended to the shareholders at the 30th Annual General Meeting by way of a Special Resolution the reappointment of Sri. Krishna Rao S V Gadepalli (DIN:08199210) as a Non-Executive Independent Director of the Company for the second term of 5 consecutive years, effective immediately after expiry of his current term on November 12, 2023, i.e. commencing from November 13, 2023, till November 12, 2028, who shall not be liable to retire by rotation
Key Managerial Personnel (‘KMP'):
During the year under review, the Company is having the following Key Managerial Personnel:
Sri S. Chandra Sekhar, Managing Director Sri A. Arvind Kumar, Chief Executive Officer Sri B. Krishna Mohan Rao, Chief Financial Officer
Smt. Sharanya. R, Company Secretary & Compliance Officer
*During the year under review, the term of Sri Ketan Chamanlal Budh as a Whole Time Director of the company concluded on 13.05.2022 and he ceased to be a director on the Board of the company with effect from the close of office hours of May 13, 2022.
Meetings of the Board
During the period under review, five meetings of the Board of Directors of the Company were held on 05-04-2022, 26-05-2022, 08-08-2022, 04-11-2022, 28-01-2023, in accordance with the provisions of the Act. The date(s) of the Board Meeting and attendance by the directors are given in the Corporate Governance Report forming an integral part of this report.
The Company also adopted Governance Guidelines on Board Effectiveness which comprise the aspects relating to Composition of Board and Committees, Terms of Directors, Nomination, Appointment, Code of Conduct, Effectiveness of Board and Committees, review and their mandates.
Meeting of Independent Directors
A separate meeting of the Independent Directors was held on 26th May, 2022, inter-alia, to discuss evaluation of the Performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that are necessary for the Board to effectively and reasonably perform its duties.
Committees of the Board
During the period under review, five committees constituted by the Board were functioning i.e. Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.
A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:
Policies
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the corporate policies framed and approved by the Board are available on the Company's website (www.bhagirad.com). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement. In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company are as follows:
Subsidiaries, Associates and Joint Ventures
During the year under review, the company has one Wholly Owned Subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited (CIN: U24299TG2020PTC142050).
During the year, the Board of Directors reviewed the affairs of the subsidiary. The subsidiary's agrochemical manufacturing plant at Kadechur Industrial Area, Yadgir District, Karnataka is under construction and is yet to commence commercial operations. The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors' Report forms part of this Annual Report.
No other Company is an associate/joint venture of the Company as on 31st March, 2023.
A statement containing the highlights of performance of the Wholly Owned Subsidiary is given in Form AOC-1 annexed as Annexure I of this report (which also forms part of the Financial Statements)
The gist of financial performance of the Subsidiary Company is as follows.
Revision of Financial Statements
There was no revision of Financial Statements (Standalone & Consolidated) and Board Reports during the year under review.
Transactions with the Related Parties
The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and rules made thereof and as per the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2023 in prescribed Form AOC-2 are annexed to this Board's Report at Annexure-II.
Further there are no materially significant related party transactions during the year under review with Promoters, Directors, Key Managerial Personnel and their relatives, which may have potential conflict with interest of the company at large. The related party transactions were placed before the audit committee and the Board at their respective meetings for approval. All related party transactions entered during the year were in the ordinary course of business and on arm's length basis. The details of the related party transactions during the year are part of the financial statements forming part of this Annual Report.
Audit Committee
The Audit Committee comprises of four members. The Committee is chaired by Sri. Sudhakar Kudva, Non-Executive Independent Director. A total of three-fourths of the Committee comprises of Independent Directors. Details of the role and responsibilities of the Audit Committee, the particulars of Meetings held and attendance of each Member at such Meetings are given in the Report on Corporate Governance, which forms part of this Annual Report.
There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year under review were accepted by the Board.
Auditors and Auditors Report
Statutory Auditors
As per Section 139 of the Companies Act, 2013 (‘the Act'), read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. Kankaria
& Uttam Singhi, Chartered Accountants (Firm Registration No. 000442S), Address: 6-3-1090/C-4, Raj Bhavan Road, Somajiguda, Hyderabad, 500 082, were appointed as the statutory auditors of the company at the 29th Annual General Meeting held on 12th August, 2022 for a term of 5 consecutive years i.e. from the conclusion of 29th AGM in FY 2022- 2023 till the conclusion of the 34th AGM in FY 2027- 2028. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every annual general meeting has been omitted with effect from 7th May, 2018. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on yearly basis.
The Statutory Audit Report for FY 2022-23 given by M/s. R. Kankaria & Uttam Singhi, Chartered Accountants (Firm Registration No. 000442S) on the financial statements of the Company for the Financial year ended March 31, 2023 is forming part of the Annual Report. The Auditors' report does not contain any qualification, reservation or adverse remark.
Cost Auditors
As per Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the cost records are required to be audited. Based on the recommendation of the Audit Committee, your Board at its meeting held on May 13, 2023 has appointed M/s. Sagar & Associates, Cost Accountants, Hyderabad (FRN: 000118) as cost auditors for the financial year 2023-24. A resolution seeking Members' ratification for the remuneration payable to the Cost Auditor is being placed for members' approval in this Annual General Meeting.
M/s. Sagar & Associates, Cost Accountants, Hyderabad have confirmed that their appointment is within limits defined under Section 139 of the Act and have also certified that they are free from any disqualifications specified under Section 141 of the Act. The Audit Committee has also received a certificate from the
Cost Auditor certifying their independence and arm's length relationship with the Company. Necessary resolution seeking Members' approval for ratification of remuneration payable to the Cost Auditor for the financial year 2023-24 is included in the Notice convening the 30th Annual General Meeting
Secretarial Auditors
Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 13, 2023, based on the recommendation of the Audit committee, appointed Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries, Vengala Rao Nagar, E-seva lane, S. R. Nagar, Hyderabad 500038 as the Secretarial Auditor of the Company for the Financial Year 2023-24 to undertake the secretarial audit for the financial year 2023-24.
As per Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of the company issued by M/s RPR & Associates, Practicing Company Secretaries, Vengala Rao Nagar, E -seva lane, S. R. Nagar, Hyderabad 500038 for the FY 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report in Form MR-3 received from them is annexed herewith as Annexure III (A).
In terms of Regulation 24(A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has obtained the Secretarial Compliance certificate for FY 2022-23 from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries which is annexed as Annexure-III (B) and forms part of the Annual Report. The same was also filed with the Stock Exchanges where the shares of the Company are listed.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has obtained a certificate that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority, from Mr. Y. Ravi Prasada Reddy, (M. No: FCS 5783, CP No: 5360), Proprietor of M/s RPR & Associates, Practicing Company Secretaries which is annexed as
Annexure-III (C).
As per Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of Bheema Fine Chemicals Private Limited (CIN: U24299TG2020PTC142050), unlisted material subsidiary of the company for the Financial Year 2022- 23 issued by M/s RPR & Associates, Practicing Company Secretaries, Vengala Rao Nagar, E-seva lane, S. R. Nagar, Hyderabad 500038 is annexed herewith as Annexure III (D) to this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark or disclaimer.
Internal Auditor:
The Board, at its meeting held on May 13, 2023, based on the recommendation of the Audit Committee, re-appointed CA
Sunesh Agarwal, Chartered accountant in practice, Membership No. 223768/ICAI to conduct the internal audit of the company for the financial year 2022-23.
Maintenance of Cost Records
In terms of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and get them audited every year. Accordingly, such accounts and records were made and maintained for the financial year 2022-23.
Reporting of Fraud
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.
Credit Rating
CARE Rating has upgraded the credit rating to BBB + Stable for long term and CARE A2 for short term borrowings of the Company from banks during the year under review.
Corporate Social Responsibility (CSR)
The company's CSR activities focus on empowering and building sustainable communities. The prime objective of our Corporate Social Responsibility initiatives is to hasten social, economic and environmental progress. We remain focused on generating systematic and sustainable improvement for local communities surrounding our Factory Location. A brief outline of the Corporate Social responsibility (CSR) policy of the Company and the initiatives taken by the Company on CSR activities during the year under review are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) rules, 2014.
Particulars of Employees
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules') are enclosed as Annexure-V to this Report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report.
Human Resources:
The Company regards human resources as a valuable asset and encourages a performance driven culture. Suitable training is imparted on various skill-sets to attract quality resources. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees. During the year under review, the Company focused on digitising processes to ensure smooth functioning of its operations.
Significant Material Orders Passed by the Regulators
There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.
Proceeding under Insolvency and Bankruptcy Code, 2016
There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31 March, 2023.
Extract of the Annual Return
The Annual Return as on March 31, 2023 as required under Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, shall be placed on the Company's website at https://www.bhagirad.com/.
Nomination and Remuneration Policy
The Board has, on the recommendation of Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and for determining their remuneration. The Nomination and Remuneration Policy adopted by the Board is available on the Company's website at http://www.bhagirad.com
Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and KMP. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.
On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations). The remuneration determined for Executive / Independent Directors and KMP is subject to the recommendation of the NRC and approval of the Board of Directors.
The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company.
Evaluation of the Board
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Nomination and Remuneration Committee laid down criteria for performance evaluation of individual director(s), the board and its committee(s) as a whole. Accordingly, the Board had carried out an annual evaluation of the Directors individually and of the committees of the Board.
A structured questionnaire was prepared after taking into consideration, inputs received from the Directors, covering aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board. The performance of the Directors was evaluated on parameters such as level of engagement and contribution in safeguarding the interest of the Company etc.
Familiarization Programme for Independent Directors
Your Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarize themselves with the Company, its management, its operations and the industry in which the Company operates.
A handbook covering the role, functions, duties and responsibilities and the details of the compliance requirements expected from the Directors under the Act, and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were given and explained to the Directors as and when required.
Upon appointment of an Independent Director, the director is informed about his role, function, duties and responsibilities expected as a Director of the Company. The Director is also explained in detail the compliances required from him under Companies Act, 2013 and the Listing Regulations. The newly appointed Directors are also informed about the Company's Vision, Core purpose, Core Values and Business operations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and financial results, budgets, review of Internal Audit, risk management framework, operations of subsidiary.
Number of Meetings of the Board and its Committees
The Board met Five (5) times during the Financial Year 2022-23. The details of the meetings of the Board and Committees along with its composition and respective terms of reference thereof are given in the Corporate Governance Report, which forms an integral part of this Annual Report.
Particulars of loans, guarantees and investments
During the year under review, the Company has extended unsecured loan of an amount of H 3133 lakhs at an interest rate of 9.5% p.a to its wholly owned subsidiary Company namely, M/s. Bheema Fine Chemicals Private Limited. The said amount of loan has been repaid during the year (outstanding as on March 31, 2023 was H Nil)
During the year under review, the company has made investment of an amount of H 3300 lakhs by subscribing to the equity share capital of M/s. Bheema Fine Chemicals Private Limited, its Wholly Owned Subsidiary Company.
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements provided in this Annual Report
Apart from the above, the Company has not given any loans, guarantees or security in connection with loans or made any investments falling within the ambit of Section 186 of the Companies Act, 2013 read with rules made thereunder as amended from time to time.
Internal Controls
The Company's internal control systems and internal audit are commensurate with the nature of business, applicable regulatory requirements and the size of its operations. The internal control systems provide assurance regarding the effectiveness and efficiency of operations, safeguarding of assets, reliability on financial controls and compliance with applicable laws. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them.
Internal controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Internal control systems are improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.
Risk Management
Risk Management forms an integral part of the company policy and is an ongoing process integrated with operations. The Company has a well-defined risk management framework in place which inter-alia includes identification of elements of risk, if any, which in the opinion of the Management and the Board may impact the performance outcome of the Company.
The Risk Management Committee is, inter-alia, authorised to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Board on a periodic basis.
The Committee will periodically review and asses the quality, integrity and effectiveness of the risk management system. During the period under review, the Risk Management Committee reviewed and recommended to the Board the elements of risk and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.
Deposits from Public
The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as on 31st March, 2023.
Conservation of energy, Technology absorption, Foreign Exchange earnings & outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - VI.
Business Responsibility and Sustainability Report
In compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility and Sustainability Report of your Company for FY 2022-23, describing the various initiatives undertaken from an environment, social and governance perspective during the year forms part of the Annual Report and is annexed herewith as Annexure - VII.
Corporate Governance
The report on corporate governance for the year ended 31st March, 2023 pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure VIII. The certificate from practicing Chartered Accountant pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the compliance of conditions of corporate governance is attached to the report on corporate governance.
Prevention of the Sexual Harassment of Women at workplace
The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The company is intolerant to any discrimination and harassment related issues and takes timely measures to address the grievance.
During the financial year 2022-23, no cases in the nature of sexual harassment was reported in the Company.
Indian Accounting Standards (Ind AS)
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate
Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards (‘Ind AS') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (‘MCA')) and relevant amendment rules issued thereafter and guidelines issued by the Securities and Exchange Board of India ("SEBI").
Secretarial Standards
During the year 2022-2023, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
CEO & CFO Certification
Pursuant to the Regulation 17(8) of SEBI (LO&DR) Regulation, 2015, the company has obtained certificate signed by Sri A Arvind Kumar, Chief Executive Officer and Sri. B Krishna Mohan Rao, Chief Financial Officer of the Company, certifying the accuracy of the Financial Statements for FY 2022-23, which forms part of this report.
The Chief Executive Officer and the Chief Financial Officer of the Company also provide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.
Prevention of Insider Trading
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has adopted the Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished price Sensitive information, copies of the same are available on company's website at https://www.bhagirad.com/corporate.html
Vigil Mechanism / Whistle Blower Policy
As per the provisions of Section 177(9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy, for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases.
It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is available on the Company's website at https://www.bhagirad. com/
Allotment of Equity shares by way of rights to the existing shareholders and to the employees under employee reservation portion
During the year, the Board of Directors of the company approved raising funds to meet working capital requirements, repayment of loans and general corporate purposes and issue and allotment of (a) 19,55,083 Equity Shares of face value of H 10.00 each at a price of H 400.00 per Share (including a premium of H 390.00 per Share) on 10th May, 2022 on Rights basis to the existing shareholders as on April 09,2022 and (b) 1,40,700 Equity Shares of face value of H 10.00 each at a price of H 400.00 per Share (including a premium of H 390 per Share) through the same Issue under Employee Reservation Portion.
The Company has appointed Emkay Global Financial Services Limited as the Lead Manager, Link Intime India Private Limited as Registrar to the Issue and ICICI Bank Limited, as Banker to the Issue.
The issue was successfully subscribed.
The trading approvals dated May 13, 2022 were granted by National Stock Exchange of India Limited (NSE) and BSE Limited admitting the trading and listing of 20,95,783 Equity shares of face value H 10 each for cash at a price of H 400 per Equity Share (including a share premium of H 390 per Equity Share) allotted from May 16, 2022.
Research & Development
R&D is an integral part of our business strategy and our Company consistently leveraged its R&D proficiency in implementing agile practices which helped our Company to adapt to various business challenges and in meeting the expectations of the customers. We believe that augmenting our R&D capabilities is vital to our growth plans and the Company's R&D team is constantly focused on developing non-infringing and commercially viable processes. Few products for which processes have been developed shall be commercialized in due course of time.
All the processes implemented in the manufacture of different products have been developed in-house. The R&D teams incessantly work on optimizing existing manufacturing processes aiming at reduction in cost of manufacturing and creation of intellectual property rights for the company.
Health, Safety and Environment protection
Your company considers employee health and safety to be of prime importance and encourages employees to maintain a high quality of life. Your Company had adopted a strong-willed and proactive approach to avoid hazards and to safeguard its employees. A holistic approach is taken at work place for all health-related issues to achieve the aim of reducing events to a bare minimum. Your Company focuses on pre-emptive steps to enhance working conditions and encourage their personnel to lead healthier lifestyles. Our focus on health and safety helped avoid any fatalities during FY 2022-23. Your Company is environmentally conscious and believes in protecting the environment and building a sustainable society. It is committed to promoting healthier lives, contributing to the communities where it operates. It accords highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment.
Cautionary Statement
Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
Industrial/trade relations
Your Directors wish to record appreciation to the continued support and cooperation from its customers, suppliers, vendors, trade partners and all others associated with it. Your Company will continue to build and maintain a strong association with its business partners and trade associates. During the year under review, industrial relations remained cordial and stable. The directors wish to place on record their sincere appreciation for the co-operation received from employees at all levels.
Directors' Responsibility Statement as required under Section 134 (3)(c) & (5) of the Companies Act, 2013.
Pursuant to the requirement under Section 134 (3)(c) & (5) of the Companies Act, 2013, your Directors confirm as under:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a ‘going concern' basis.
e) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgement
Your Directors would like to express their gratitude to the Shareholders for their continued trust, support and confidence. Your Directors also wish to convey their sincere gratitude to the Company's business partners, customers, vendors and the bankers who stood by the company at all times and also to the government authorities for their valuable guidance from time to time. Your Directors place on record their appreciation towards the contribution made by the employees at all levels. The Company's consistent growth was made possible by their hard work, solidarity, cooperation and support.