To,
The Members
BHATIA COLOUR CHEM LIMITED
Your directors take pleasure in presenting the 3rd Board's Report of the
company on the business and operations together with the Audited Accounts for the
financial year ended 31st March 2024.
1. FINANCIAL RESULTS & PERFORMANCE:
Financial performance of the Company for Financial Year 2023-24 is summarized below:
(Rs. in Lakhs)
Particulars |
2023-24 |
2022-23* |
Revenue from operations |
11,447.832 |
11021.650 |
Other Income |
0.492 |
13.180 |
Total Revenues |
11,448.324 |
11034.830 |
Profit/ (Loss) before Exceptional & Extraordinary items & tax |
473.040 |
377.319 |
Less: Exceptional items |
-- |
(0.008) |
Less: Extraordinary items |
2.146 |
3.328 |
Profit/ (Loss) before tax |
470.894 |
373.998 |
Less: Tax Expenses |
|
|
- Current Tax |
125. 771 |
100.586 |
- Deferred Tax |
-- |
(0.480) |
- Income tax of earlier years |
-- |
-- |
Net Profit/ (Loss) For the Year |
345.123 |
273.893 |
* Figures regrouped wherever necessary.
The above figures are extracted from the Financial Statements prepared in accordance
with accounting principles generally accepted in India including the Accounting Standards
specified under section 129 and 133 of the Companies Act, 2013 ("the Act") read
with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act. The
detailed financial statement as stated above is available on the Company's website at
https://www.bccl.info/financial- result.php.
2. STATE OF COMPANY'S AFFAIR:
The Company was incorporated on December 10, 2021 therefore this is third year of the
company. Company has recorded a total revenue of Rs. 11,448.324/ lakhs in current
financial year 2023-24 as compared to Rs. 11,034.830/- in previous financial year 2022-23.
Company has incurred higher net profit for the year 2023-24 which is Rs. 345.123/- lakhs
as compared to Rs. 273.893/- in previous year.
3. DIVIDEND:
Keeping in mind the overall performance and outlook for your Company, your Board of
Directors doesn't declare dividends as the company is at growing stage and requires funds
for expansion. Your directors do not recommend any dividend for the year ended 31st
March, 2024.
4. UNCLAIMED DIVIDEND:
There is no balance lying in unpaid dividend account.
5. SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 12,50,00,000/- and Paid-up Share
Capital of the Company is Rs. 12,23,37,500/- as on 31st March, 2024.
During the year under review, the Company has not made any issues by way of Bonus
issue, Right issue, private placement, further issue or any other method.
6. MATERIAL CHANGES:
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report
7. TRANSFER TO RESERVES:
Company has not transferred any amount from profit to general reserve.
8. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the Financial year, there has been no change in the business of the company or
in the nature of business carried by the company during the financial year under review.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant material order passed by the regulators or courts or tribunals
impacting the going concern status and company's operation in nature.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, it is hereby confirmed that:
a. In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable Accounting Standards have been followed and there are no material departures
from the same;
b. The Directors have selected such Accounting Policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the State of affairs of the Company as at March 31, 2024 and of the Profit
& 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 had prepared the annual accounts of the Company on a 'going concern'
basis; and
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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
11. DECLARATION BY INDEPENDENT DIRECTOR:
Pursuant to Section 149 (7) of the Companies Act, 2013 ("the Act") read with
the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has
received declarations from all the Independent Directors of the Company confirming that
they meet the 'criteria of Independence' as prescribed under Section 149 (6) of the Act
and Regulation 16 of the Listing Regulations 2015 have submitted their respective
declarations as required. The Independent Directors of your Company have confirmed that
they are not aware of any circumstance or situation, which could impair or impact their
ability to discharge duties with an objective independent judgement and without any
external influence.
All the independent directors have enrolled with the Indian Institute of Corporate
Affairs at Manesar for exam "Online Self-Assessment Test".
12. LOANS GUARANTEES AND INVESTMENTS:
The company has not given any loans or guarantees or made investments under section
186(4) of Companies Act, 2013.
13. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
14. EXTRACT OF ANNUAL RETURN:
As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual
return to Directors Report is discontinued. The Annual Return for FY 2023-24 is available
on Company's website at https://www.bccl.info/annual-reports.php
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Management Discussion and Analysis of the financial condition is
annexed and forms an integral part of the Directors' Report, is given in Annexure I.
16. CORPORATE GOVERNANCE:
The company is SME Company and listed on SME exchange of BSE Limited therefore,
pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, the compliance with corporate governance as specified in regulation 17
to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of
Schedule V shall apply to the extent that it does not violate their respective statutes
and guidelines or directives issued by the relevant authorities. Hence your company is
exempted to comply with aforesaid provisions of the SEBI (LODR) Regulation, 2015 and
corporate Governance does not form part of this Board's Report.
Additional disclosure pursuant to Section II, Part II of the Schedule V to the
Companies Act, 2013 with reference to the special resolution at item no. 4 & 5 of the
notice
SN Particulars |
Mr. Bharat Brijlal Bhatia |
Mr. Rameshchand Chanduram Bhatia |
Mr. Ravi Ashokkumar Bhatia |
| 1. All elements of remuneration package such as salary, benefits,
bonuses, stock options, pension, etc., of all the directors |
Rs. 4,00,000/- per month inclusive of all perquisite, subject to
shareholders approval at AGM |
Rs. 4,00,000/- per month inclusive of all perquisite, subject to
shareholders approval at AGM |
Rs. 2,00,000/- per month inclusive of all perquisite. |
| 2. Details of fixed component and performance linked incentives along
with the performance criteria |
The above mentioned is the fixed component and there is no performance
based incentive. |
|
|
| 3. Service contracts, notice period, severance fees |
As per WTD & MD Agreements executed on 25/01/2022 and provisions of
Companies Act, 2013 |
|
|
| 4. Stock Option details, if any |
NIL |
|
|
17. NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:
The Details of all meeting of Board of Directors and Committee meeting had taken place
during the year and their detailed composition along with their attendance is mentioned
below. The composition of the Board and its committee is also available on the
website of the company at https: / / www.bccl.info/ Committees.php.
I. BOARD MEETING:
The Board of Directors of the Company (Board) has optimum combination of Executive and
Non-Executive Directors comprising Three Executive Directors and Three Non- Executive
Directors. None of the Directors hold directorship in more than 20 companies nor is a
member of more than 10 committees or chairman of more than 5 committees across all the
public limited companies in which they are Directors. The composition of the Board is in
conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and
152 of the Act.
Composition of Board of Director as on 31st March, 2024 is as follows:
Sr. No Name |
Designation |
Nature of Directorship |
1 Bharat Brijlal Bhatia |
Chairman / Managing Director |
Executive |
2 Rameshchand Chanduram Bhatia |
Whole Time Director |
Executive |
3 Ravi Ashokkumar Bhatia |
Whole Time Director |
Executive |
4 Insiya Qaidjohar Nalawala |
Independent Director |
Non-Executive |
5 Rutu Milindbhai Sanghvi |
Independent Director |
Non-Executive |
6 Nevil Prameshkumar Soni |
Independent Director |
Non-Executive |
The Board meets at regular intervals to discuss and decide on the Company's performance
and strategies. During the financial year under review, the Board met 08 (Eight) times and
the gap between two meetings did not exceed one hundred and twenty days (120).
Sr. No. Date of Meeting |
Board Strength |
No. of Directors Present |
1. 22/04/2023 |
6 |
6 |
2. 10/05/2023 |
6 |
6 |
3. 20/05/2023 |
6 |
6 |
4. 16/08/2023 |
6 |
6 |
5. 30/09/2023 |
6 |
6 |
6. 30/10/2023 |
6 |
6 |
7. 07/11/2023 |
6 |
6 |
8. 19/01/2024 |
6 |
6 |
II. COMMITTEES MEETING • AUDIT COMMITTEE
Our Company has constituted an Audit Committee on February 21, 2022 with its
composition, quorum, powers, roles and scope in line with the applicable provisions of the
Act and Listing Regulations.
The Audit Committee of the company consists of two Independent Directors and one
Executive Director of the Company. All the Directors have good understanding Finance,
Accounts and Law.
Composition of audit committee of the company is as follows:
Sr. No Name of Member |
Designation |
Nature of Directorship |
1 Rutu Milindbhai Sanghvi |
Chairman |
Non-Executive Independent Director |
2 Nevil Prameshkumar Soni |
Member |
Non-Executive Independent Director |
3 Bharat Brijlal Bhatia |
Member |
Executive Director |
During the financial year 2023-24, Five (5) meetings of Audit Committee were held on
following dates:
? 10/05/2023
? 20/05/2023
? 16/08/2023
? 07/11/2023
? 19/01/2024
Attendance of members for the meeting of Audit Committee held during the year 2023-24
is as below
Sr. No Name of Member |
Status in Committee |
No of meetings Attended |
No of meetings entitled to Attend |
1 Rutu Milindbhai Sanghvi |
Chairman |
5 |
5 |
2 Nevil Prameshkumar Soni |
Member |
5 |
5 |
3 Bharat Brijlal Bhatia |
Member |
5 |
5 |
The term of reference of Audit Committee is as below:
The scope of audit committee shall include, but shall not be restricted to, the
following;
1. Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
the listed entity
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
a. matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by
management;
d. significant adjustments made in the financial statements arising out of audit
findings;
e. compliance with listing and other legal requirements relating to financial
statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with
related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there
on;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the
audit committee.
21. Reviewing the utilization of loans and/ or advances from/ investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision
22. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
The audit committee shall mandatorily review the following information:
1. management discussion and analysis of financial condition and results of operations;
2. management letters / letters of internal control weaknesses issued by the statutory
auditors;
3. internal audit reports relating to internal control weaknesses; and
4. the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
5. statement of deviations:
a. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).
• NOMINATION AND REMUNERATION COMMITTEE
Our Company has constituted a Nomination and Remuneration Committee on February
21, 2022 with its composition, quorum, powers, roles and scope in line with the
applicable
provisions of the Act and Listing Regulations. The Nomination and Remuneration
Committee of the company consists of three Independent Directors of the Company.
Composition of Nomination and Remuneration Committee of the company is as follows:
Sr. No Name of Member |
Designation |
Nature of Directorship |
1 Insiya Qaidjohar Nalawala |
Chairman |
Non-Executive Independent Director |
2 Rutu Milindbhai Sanghvi |
Member |
Non-Executive Independent Director |
3 Nevil Prameshkumar Soni |
Member |
Non-Executive Independent Director |
During the financial year 2023-24, Three (3) meetings of Nomination and Remuneration
Committee were held on following dates:
? 22/04/2023
? 16/08/2023
? 19/01/2024
Attendance of members for the meeting of Nomination & Remuneration Committee held
during the year 2023-24 is as below:
Sr. No Name of Member |
Status in Committee |
No of meetings Attended |
No of meetings entitled to Attend |
1 Insiya Qaidjohar Nalawala |
Chairman |
3 |
3 |
2 Rutu Milindbhai Sanghvi |
Member |
3 |
3 |
3 Nevil Prameshkumar Soni |
Member |
3 |
3 |
The term of reference of Nomination & Remuneration Committee is as below:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates.
3. Formulation of criteria for evaluation of Independent Directors and the Board of
Directors;
4. Devising a policy on Board diversity, if any;
5. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal and shall carry out evaluation of every
director 's performance.
6. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
7. Recommend to the board, all remuneration, in whatever form, payable to senior
management.
8. Any other power specifically assigned by the Board of Directors of the Company from
time to time by way of resolution passed by it in a duly conducted Meeting, and
9. Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.
The performance evaluation of the independent director was evaluated by the board after
seeking inputs from all the independent directors on the basis of the criteria such as
participation in decision making and rendering unbiased opinion; participation in
initiating new ideas and planning of the company etc.
The board reviewed the performance of the independent directors on the basis of the
criteria such as the contribution in raising concerns to the Board, safeguarding of
confidential information, rendering independent unbiased opinion etc. The web link is https://www.bccl.info/assets/images/Performance
Evaluation Policy R.pdf.
REMUNERATION OF DIRECTORS
During the year company has paid following remuneration or setting fees to the
directors as follows:
Name |
Category |
Remuneration or setting fees |
Bharat Brijlal Bhatia |
Executive Managing Director |
24,00,000 p.a. |
Rameshchand Chanduram Bhatia |
Executive Whole Time Director |
24,00,000 p.a. |
Ravi Ashokkumar Bhatia |
Executive Whole Time Director |
18,00,000 p.a. |
Insiya Qaidjohar Nalawala |
Non-Executive Independent Director |
NIL |
Rutu Milindbhai Sanghvi |
Non-Executive Independent Director |
NIL |
Nevil Prameshkumar Soni |
Non-Executive Independent Director |
NIL |
REMUNERATION POLICY
The Company has adopted and implemented the Nomination and Remuneration Policy devised
in accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on
the website of the Company
https://www.bccl.info/assets/images/Remuneration Policy R.pdf.
The remuneration payable to Directors, Key Managerial Personnel and Senior Management
Person will involve a balance between fixed and incentive pay reflecting short term and
long-term performance objectives appropriate to the working of the Company and support in
the achievement of Corporate Goals.
Presently the company doesn't pay any sitting fees to its non-executive director. The
criteria for making payment to the non-executive director is available on the website of
the company https://www.bccl.info/assets/images/T&C of Appointment of ID R.pdf.
• STAKEHOLDER'S RELATIONSHIP COMMITTEE
The term of reference of Stakeholder's Relationship Committee is as below:
1. Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/ annual reports/statutory notices by the shareholders of the company.
To solve the investors grievances Company has formulated Stakeholder's Relationship
Committee. Composition of the Committee is as follows:
Sr. No Name of Member |
Designation |
Nature of Directorship |
1 Rutu Milindbhai Sanghvi |
Chairman |
Non-Executive Independent Director |
2 Nevil Prameshkumar Soni |
Member |
Non-Executive Independent Director |
3 Bharat Brijlal Bhatia |
Member |
Executive Director |
During the financial year 2023-24, Four (4) meetings of Stakeholder's Relationship
Committee were held on following dates
? 10/05/2023
? 16/08/2023
? 30/10/2023
? 19/01/2024
Attendance of members for the meeting of Nomination & Remuneration Committee held
during the year 2023-24 is as below:
Sr. No Name of Member |
Status in Committee |
No of meetings Attended |
No of meetings entitled to Attend |
1 Rutu Milindbhai Sanghvi |
Chairman |
4 |
4 |
2 Nevil Prameshkumar Soni |
Member |
4 |
4 |
3 Bharat Brijlal Bhatia |
Member |
4 |
4 |
Name & Designation and address of the Compliance Officer
CS VISHWA RONAK PATEL
Company Secretary & Compliance Officer Bhatia Colour Chem Limited Plot No. A/2/12,
Road No. 1, Udhana Udyog Nagar Sangh Udhna Surat-394210
Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015; the details regarding investor's complaints are as
follows:
Status of Complaints pending, received, disposed and unresolved:
Number of Shareholders' Complaints Pending at the end of the year |
Nil |
Number of Shareholders' Complaints received during the year |
Nil |
Number of Shareholders' Complaints disposed during the year |
Nil |
Number of Shareholders' Complaints remain unresolved during the year |
Nil |
18. FAMILIARIZATION TO INDEPENDENT DIRECTORS:
The Independent Directors of the Company are familiarized with the various aspects of
the Company provided with an overview of the requisite criteria of independence, roles,
rights, duties and responsibilities of directors, terms of appointment of the Company and
policies of the Company and other important regulatory aspects as relevant for directors.
The Company, through its Executive Director or Manager as well as other Senior
Managerial Personnel, conducts presentations/programs to familiarize the Independent
Directors with the strategy, operations and functions of the company inclusive of
important developments in business. The web link is
https://www.bccl.info/assets/images/Familarization policy of IDs R.pdf.
The terms and conditions of independent directors is available on the website of the
company at https://www.bccl.info/assets/images/T&C of Appointment of ID R.pdf.
Meeting of Independent Director
During the financial year 2023-24 one meeting of Independent Director was held on the
following date:
? 19/01/2024
Attendance of Directors at Independent Directors meeting held during the financial year
is as under:
Name of Directors |
Categories |
No. of Meeting Attended |
Mrs. Rutu Milindbhai Sanghvi |
Chairman |
1 |
Mrs. Insiya Qaidjohar Nalawala |
Member |
1 |
Mr. Nevil Prameshkumar Soni |
Member |
1 |
19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There is no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures
pertaining to remuneration as required under section 197(12) of the Companies Act, 2013
read with rules 5(1) of the companies (appointment and remuneration of managerial
personnel) Amendment rules, 2016 are annexed in Annexure II.
20. RISK MANAGEMENT:
During the financial year under review a statement on risk management including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company as per the provisions of Section 134(3) (n) of
Companies Act, 2013; has been annexed in Annexure III.
IMPLEMENT
RISK
Paced how to
sketch the effectiveness of our risk we art going to deal with
PLAN RISK IPENT7FY PERFORM PERFORM PLAN RISK MONITOR
RESPONSES MANAGEMENT RISKS QUALITATIVE QUANTITATIVE
RISKS RISK ANALYSIS RESPONSES ANALYSIS
Continually Find the risks Undertake Decide how manage risk on through numerical
this project Classify and various responses are techniques rank the risks the risks
earned out processes
21. AUDITORS:
• STATUTORY AUDITORS:
The Members at the 01st Annual General Meeting of the Company held on 20th
September, 2022, had appointed M/ s. DSI & CO., Chartered Accountants, (FRN: 127226W)
as the Statutory Auditor of the Company to hold office for a term of five years i.e., from
the conclusion of the 01st Annual General Meeting until the conclusion of the
conclusion of the AGM for the financial year ending 202627.
• SECRETARIAL AUDITOR:
The Board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary to
conduct Secretarial Audit for 5 Years from financial year 2022-23 to 2026-27.
The Secretarial Audit Report is annexed herewith in Annexure IV. The secretarial
Auditor's report is self-explanatory and as such they do not call for further
explanations.
• INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of Companies (Accounts) Rules 2014, the Board of Directors of the Company has appointed
M/s Dharan Shah & Associates, Chartered Accountants as Internal Auditor of the Company
in the board meeting held on 21st February, 2022.
• COST AUDITOR:
Pursuant to the Provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have
appointed M/s V.M. Patel & Associates, Practising Cost Accountants (Firm Registration
No. 101519) as the Cost Auditor of the Company for Financial Year 2024-25, subject to
remuneration being ratified by the Members at the ensuing AGM of the Company.
22. COMMENTS ON AUDITOR'S REPORT:
M/s DSI & CO., Chartered Accountants, have submitted Auditors' Report on the
financial statements (standalone) of the Company for the financial year ended 31st March
2024. The notes referred to in the Auditor's Report are self explanatory and as such they
do not call for any further explanation.
23. MAINTENANCE OF COST RECORDS:
The company is required to maintain Cost Records as specified by Central government
under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such
accounts and records are made and maintained.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and
arrangements with related parties under section 188 of the Companies Act, 2013 entered by
the company during the financial year, were in the ordinary course of business and were on
an arm's length basis. The policy on Related Party Transaction is uploaded on the website
of the company.
The web link is https://www.bccl.info/assets/images/Related Party Transaction Policy
R.pdf. Details of the related party transaction made during the year are attached Annexure
V in form AOC-2 for your kind perusal and information.
25. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The requirements for disclosure in respect of Conservation of Energy, Technology
Absorption, in terms of Section 134(3)(m) of the Companies Act, 2013 read with the rule 8
of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VI.
26. CEO/ CFO CERTIFICATION
Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of
Schedule V of SEBI (LODR) relating to Declaration by CEO is not applicable to the company.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding
constitution of Corporate Social Responsibility (CSR) Committee and spending of at least
2% of average net profit are not applicable to the Company.
28. ANNUAL EVALUATION:
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
29. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The List of board of Directors and KMP as on 31/03/2024
Name of Director/KMP |
Category & Designation |
Date of Appointment |
Date of Resignation |
Date of Change in Designation during the Year |
Bharat Brijlal Bhatia |
Executive Managing Director, Chairman |
10/12/2021 |
-- |
-- |
Rameshchand Chanduram Bhatia |
Executive WholeTime Director |
10/12/2021 |
? |
? |
Ravi Ashokkumar Bhatia |
Executive WholeTime Director |
10/12/2021 |
? |
? |
Insiya Qaidjohar Nalawala |
Non Executive Independent Director |
21/02/2022 |
? |
? |
Rutu Milindbhai Sanghvi |
Non Executive Independent Director |
21/02/2022 |
-- |
-- |
Nevil Prameshkumar Soni |
Non Executive Independent Director |
21/02/2022 |
-- |
-- |
Vishwa Ronak Patel |
Company Secretary |
22/04/2023 |
-- |
-- |
Sunny Harishkumar Vyaswala |
Chief Financial Officer |
22/12/2021 |
-- |
-- |
Change in Designation:
• There is no change in designation of any directors/KMP during the current
financial year.
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Ravi Ashokkumar Bhatia (DIN: 09431186), Executive
Director, retire by rotation and is being eligible has offered himself for re-appointment
at the ensuing Annual General Meeting. Company's policy on directors' appointment and
remuneration is available in the web link https://www.bccl.info/assets/images/Remuneration
Policy R.pdf.
Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under Section 164 of the Companies Act, 2013.
30. DEPOSIT:
The company has not accepted deposits from the public during the financial year under
review within the meaning of Section 73 of the Act of the Companies Act 2013, read with
Companies (Acceptance of Deposits) Rules, 2014.
Details of money received from Directors:
SN Name of Directors |
O/S Amount as on year end (Rs. in Lacs) |
1 Bharat Brijlal Bhatia |
906.11 |
2 Rameshchand Chanduram Bhatia |
650.23 |
3 Ravi Ashokkumar Bhatia |
201.27 |
31. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The internal audit covers a wide variety
of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 re-emphasizes the need for an effective internal financial
control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of internal financial controls with reference
to the financial statements to be disclosed in the board's report. The detailed report
forms part of Independent Auditors Report.
33. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
The Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy
for the directors and employees to report to the appropriate authorities off unethical
behavior, actual or suspected, fraud or violation of the Company's code of conduct or
ethics policy and provides safeguards against victimization of employees who avail the
mechanism. The policy permits all the employees to report their concerns directly to the
Chairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the
Company's website. The web link is https://www.bccl.info/assets/images/Vigil Mechanism-
Whistle Blower Policy R.pdf.
34. STATUTORY INFORMATION:
The Company is in trading & manufacturing of Chemicals, Dyes and auxiliary products
and is listed on BSE SME Platform. Apart from this business, the company is not engaged in
any other business/ activities.
35. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI)
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI)
36. CODE OF CONDUCT:
Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para D of
Schedule V of SEBI (LODR) relating to Declaration by CEO is not applicable to the company.
37. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 relating to certificate of
nondisqualification of directors is not applicable to the company as company has listed
its specified securities on the SME Exchange.
38. FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors under Section
143(12) of the Companies Act, 2013.
39. INSURANCE:
All the properties and the insurable interest of the company including building, plants
and machinery and stocks wherever necessary and to the extent required have been
adequately insured. The company keeps reviewing the insurance amount every year as per
requirement.
40. RESEARCH & DEVELOPMENT:
The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is significant in relation to the nature
size of operations of your Company.
41. APPRECIATION:
Your directors place on records their deep appreciation to employees at all levels for
their hard work, dedication and commitment and express their sincere thanks and
appreciation to all the employees for their continued contribution, support and
co-operation to the operations and performance of the company.
42. SEXUAL HARASSMENT OF WOMEN
Our company goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences, and other factors,
and contribute to the best of their abilities.
The Internal Committee (IC) has been constituted as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes
external members from NGOs or with relevant experience. Half of the total members of the
IC are women. The role of the IC is not restricted to mere redressal of complaints but
also encompasses prevention and prohibition of sexual harassment.
The Company did not receive any complaints on sexual harassment during the year 2023-24
and hence no complaints remain pending as of 31st March, 2024.
43. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has adopted the Code of Conduct for regulating, monitoring and reporting of
Trading by Insiders in accordance with the requirement of SEBI (Prohibition of Insider
Trading) Regulations, 2015 and the Companies Act, 2013. The Code of internal procedures
and conduct for
Regulating, monitoring and Reporting of Trading by Insiders is available on https://www.bccl.info/assets/images/Insider
Trading Policy R.pdf.
44. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, resulting in successful
performance of the Company during the year.
Place: Surat |
For and on behalf of the Board of Directors |
Date: 27/07/2024 |
Bhatia Colour Chem Limited |
Sd/- |
Sd/- |
Rameshchand Chanduram Bhatia |
Bharat Brijl al Bhatia |
Whole-Time Director |
C hairman /Managing Director |
DIN:09431185 |
DIN :09095082 |
|