Bhageria Docs 2

BHAGERIA INDUSTRIES LIMITED
(formerly known as Bhageria Dye- Chem Limited)

CIN NO- L40300MH1989PLCO52574
ISO 9001 : 2008 Company

Govt. of India Recognized Two Star Export House
28 TH ANNUAL REPORT
2016 - 17
Mr.Vinod Bhageria, Managing Director receiving “First Award” under Category of Panel – I :
Dyes & Dyes Intermediates – (SSM) for outstanding export perfomance.
Plant Visit by Shareholders on Saturday, August 27, 2016

28th Annual Report 2016-17
BOARD OF DIRECTORS
Mr. Suresh Bhageria - Chairperson
Mr. Vinod Bhageria - Managing Director
Mr. Vikas Bhageria - Joint Managing Director
Mr. O. P. Bubna - Director
Mr. S. P. Tulsian - Director
Mr. P. S. Dalvi - Director
Dr. Shyam Agrawal - Director
Mr. Surendra Shriram Gupta - Director
Mr. Sandeep Singh - Director
Mrs. Chandraprabha Bhageria - Director
AUDITORS SHARE TRANSFER AGENT

M/s. SARDA & PAREEK (PHYSICAL & DEMAT)
Chartered Accountants SHAREX DYNAMIC (INDIA) PVT. LTD.
Mahavir Apartment, 3rd Floor, Unit No.1, Luthra Ind. Premises,
598, M.G.Road, Near Suncity Cinema, Andheri Kurla Road, Safed Pool,
Vile Parle (East), Mumbai - 400 057. Andheri (East), Mumbai - 400 072.
REGISTERED OFFICE WORKS

Office No-1002,Topiwala Centre, Plot No -6310,IV Phase,
Off. S. V. Road, Goregaon-West G.I.D.C Vapi-396 195. Gujarat
Mumbai-400 062. Tel. No. -(0260) 2452366
Tel No - (022) -4043 6666
Website : www.bhageriagroup.com BANKERS
Email ID : info@bhageriagroup.com ORIENTAL BANK OF COMMERCE
CIN No - L40300MH1989PLC052574 YES BANK
ICICI BANK
EXIM BANK
Sr. No. CONTENTS Page No.

1 Notice 2-11
2 Directors’ Report 12-17
3 Annexures to Directors’ Report 18-36
4 Corporate Governance Report 37-52
5 Management Discussion and Analysis 53-54
6 Auditors’ Report 55-59
7 Annual Accounts 60-83
8 Financial Highlights 84
ANNUAL GENERAL MEETING BOOK CLOSURE :

Date : 2nd December, 2017 28th NOVEMBER, 2017
Time : 11.30 A.M. to
Venue : Maher Banquet, Topiwala Centre Mall, 1st DECEMBER, 2017
2nd Floor, Off S. V. Road, Near Rly. Stn., (BOTH DAYS INCLUSIVE)
Goregaon (West), Mumbai 400 062
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Bhageria Industries Ltd.
NOTICE TO THE MEMBERS
NOTICE is hereby given that the Twenty Eighth Annual General Meeting (AGM) of the Members of BHAGERIA
INDUSTRIES LIMITED (Formerly known as Bhageria Dye-chem Limited) (CIN : L40300MH1989PLC052574) will be
held on Saturday, December 2, 2017 at 11:30 a. m. at Maher Banquet, Topiwala Centre Mall, 2nd Floor, Off S. V. Road,
Near Rly. Stn., Goregaon (West), Mumbai 400 062, Maharashtra, India to transact, with or without modification(s) the
following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31,
2017, including the Audited Balance Sheet as at March 31, 2017, the Statement of Profit and Loss & Cash Flow
Statement for the year ended on that date together with the Reports of the Directors and Auditors thereon.
2. To declare Dividend on Equity Shares for the year ended March 31, 2017.
3. To appoint a Director in place of Mr. Vikas Bhageria (DIN : 02976966) who retires by rotation and being eligible,
offers himself for re-appointment.
4. To appoint Statutory Auditors, M/s. M R B & Associates, Chartered Accountants in place of M/s. Sarda & Pareek,
Chartered Accountants, who retire at the ensuing Annual General Meeting and to fix their remuneration and in
this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and pursuant
to the recommendations of the Audit Committee and the Board of Directors, M/s. M R B & Associates, Chartered
Accountants, Mumbai (Firm Registration No.136306W with the Institute of Chartered Accountants of India) be and
are appointed as the Statutory Auditors of the Company in place of M/s. Sarda & Pareek, Chartered Accountants,
the retiring Auditors, to hold office from the conclusion of the ensuing AGM until the conclusion of the 33rd AGM
to be held in 2022 (subject to ratification of the appointment by the members at every AGM held after this AGM)
at such remuneration as may be agreed upon by the Audit Committee / Board of Directors in consultation with the
Statutory Auditors.”
SPECIAL BUSINESS:
5. Appointment of Mrs. Chandraprabha Bhageria as Whole-Time Director of the Company:
To Consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 read with Schedule V and all other
applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory
modification (s) or reenactment thereof for the time being in force), consent of the Members of the Company be
and is hereby accorded for the appointment of and payment of remuneration to Mrs. Chandraprabha Bhageria
as Whole-time Director of the Company for a period of 3 (Three) years with effect from November 1, 2016 as set
out in this Resolution, including, inter-alia, payment and provision of remuneration, commission, perquisites and
benefits as mentioned in the explanatory statement.
RESOLVED FURTHER THAT in the event of absence of or inadequacy of profit in any Financial Year during the
tenure of the Whole-time Director the remuneration shall be governed as provided under Section II of Part II of
Schedule V to the Companies Act, 2013 and any excess payment in this regard will be recovered by the company.
RESOLVED FURTHER THAT the appointment of Mrs. Chandraprabha Bhageria as Whole-time Director on
Board, is liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do and perform or cause to
be done and perform, all such acts and deeds necessary to give effect to the foregoing resolution, including inter
alia, approving on behalf of the Company, any changes or modifications in the aforesaid terms from time to time.”
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6. Approval of Borrowing Powers under Section 180(1)(c) of the Companies Act, 2013 upto a limit of ` 500
Crores :
Resolution:
“RESOLVED THAT in supersession of the earlier Special Resolution passed by the shareholders at the Annual
General Meeting of the Company, consent of the Company be and is hereby accorded to the Board of Directors
under Section 180(1)(c) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies
Act, 2013, (including any statutory modifications or re-enactments thereof for the time being in force) and the
Articles of Association of the Company for borrowing, whether by way of Term Loan / Equipment Finance / Cash
Credit facilities or the like, from time to time, any sum or sums at its discretion from Financial Institutions / Banks
on such terms and conditions and with or without security, as the Board of Directors may think fit, which together
with the monies already borrowed by the Company (apart from temporary loans obtained from the bankers of the
Company in the ordinary course of business) shall not exceed in the aggregate, at any time ` 500 Crores (Rupees
Five Hundred Crores Only).
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby
authorized to finalise, settle and execute such documents/deeds/writings/agreements as may be required and
to do all such acts, deeds, matters and things, as it may in its absolute discretion deemed necessary, proper or
desirable and to settle any question, difficulty or doubt that may arise in this regard and also to delegate all or any
of the above powers to the Directors or the Principal Officers of the Company and generally to do all acts, deeds
and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid
Resolution.”
7. Approval for Creation of Charge under Section 180(1)(a) of the Companies Act, 2013 upto a limit of ` 500
Crores :
Resolution:
“RESOLVED THAT pursuant to Section 180(1)(a) of the Companies Act, 2013 and other applicable provisions, if
any, of the Companies Act, 2013 consent of the Company be and is hereby given to the Board of Directors of the
Company to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages
and hypothecations created by the Company, on such movable and immovable properties, both present and future
and in such manner as the Board may deem fit, together with the power to take over the substantial assets of the
Company in certain events in favour of the Financial Institutions/Banks/any other investing agencies/trustees for
the holders of debentures/bonds/other instruments which may be issued to and subscribed by all or any other
person(s)/bodies corporate by way of private placement or otherwise, to secure rupee/foreign currency loans,
debentures, bonds or other instruments (hereinafter collectively referred to as “Loans”) provided that the total
amount of Loans together with interest thereon, additional interest, compound interest, costs, charges, expenses
and all other monies payable by the Company in respect of the said Loans, shall not, at any time exceed ` 500
Crores (Rupees Five Hundred Crores Only).
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and are
hereby authorized to finalise, settle and execute such documents / deeds / writings / papers / agreements as may
be required and to do all acts, deeds, matters and things, as it may in its absolute discretion deemed necessary,
proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgage /
charge as aforesaid and also to delegate all or any of the above powers to the Principal Officers of the Company
and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the
purpose of giving effect to the aforesaid Resolution.”
8. Payment of Remuneration to M/s. Sushil Kumar Mantri & Associates, Cost Accountants (Firm Registration
No.101049), the Cost Auditors of the Company for the Financial Year 2017-18:
To Consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof, for the time being in force), M/s. Sushil Kumar Mantri & Associates, Cost Accountants (Firm
Registration No.101049) appointed by the Board of Directors to conduct the audit of the cost records of the
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Company, be paid a remuneration for the Financial Year ending March 31, 2018 of ` 80,000/- plus GST as
applicable and out of pocket expenses as may be incurred by them in connection with the aforesaid audit.
9. Authority to Company under Section 20 of the Companies Act, 2013 to charge for service of documents
to members of the Company.
To Consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 20 of the Companies Act 2013 and other applicable
provisions, if any, of the said Act and relevant rules prescribed there under, whereby a document may be served
on any member(s) by the company by sending it to him/her by post or by registered post or by speed post or
by courier or by electronic or other mode as may be prescribed, the consent of the company be and is hereby
accorded to charge from the member(s) the fee in advance equivalent to the estimated actual expenses of
delivery of the documents, pursuant to any request made by the member(s) for delivery of such document to
him/her, through a particular mode of service mentioned above provided such request along with requisite fee
has been duly received by the Company at least one week in advance of the dispatch of document by the
company and that no such request shall be entertained by the company post the dispatch of such document by
the company to the member(s).
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Board of Directors of the company
be and are hereby authorized to do all acts, deeds, matters and things as they may in their absolute discretion
deem necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the
matter aforesaid and further to do all acts, deeds, matters and things as may be necessary, proper or desirable or
expedient to give effect to above resolution.”
Registered Office: For and on behalf of the Board
1002, 10th Floor, BHAGERIA INDUSTRIES LIMITED
Topiwala Centre,
Off S. V. Road,
Goregaon [ West ],
Mumbai - 400 062. SURESH BHAGERIA
Date : October 28, 2017. (DIN: 00540285)
CHAIRPERSON
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY
TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY.
The instrument appointing a Proxy should however be deposited at the registered office of the company duly
completed not less than FORTY EIGHT hours before the commencement of the meeting.
Pursuant to the provisions of Section 105 of the Companies Act, 2013 and the Rules framed thereunder, a person
can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of
the total share capital of the Company carrying voting rights. A Member holding more than 10% of the total share
capital of the Company carrying voting rights may appoint a single person as a proxy and such proxy shall not act
as a proxy for any other person or Member.
2. The business set out in the Notice will be transacted through electronic voting system and the Company
is providing facility for voting by electronic means. Instructions and other information relating to e-voting are
given in this Notice under Note No. 21. The communication relating to remote e-voting containing the details of
User ID and password is being sent alongwith this Notice to the Members.
3. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set
out in the Notice is annexed.
4. Corporate members intending to send their authorized representatives to attend the Meeting pursuant to Section
113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the relevant Board
Resolution together with their respective specimen signatures authorizing their representative(s) to attend and
vote on their behalf at the Meeting.
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5. In case of joint holders attending the Meeting, only such joint holder who is higher in order of names will be entitled
to vote.
6. A statement giving the details of the Directors seeking reappointment, nature of their expertise in specific functional
areas, names of the companies in which they hold directorships, memberships / Chairpersonships for Board /
Committees, shareholding and relationship between Directors inter-se as stipulated in Regulation 36 of the SEBI
(Listing Obligation and Disclosure Requirements), 2015, are provided in the Annexure.
7. The Register of Members and the Share Transfer Books of the Company will remain closed from November 28,
2017 to December 1, 2017 (both days inclusive) for determining the names of members eligible for dividend on
Equity Shares, if declared at the Annual General Meeting.
8. The dividend on Equity Shares, if declared at the Annual General Meeting of the Company will be payable on or
after December 7, 2017 to those members:
(a) Whose names appear as members in the Register of Members of the Company after giving effect to valid
share transfers in physical form lodged with the Company / Registrar and Transfer Agent on or before
November 27, 2017; and
(b) Whose names appear as Beneficial Owners in the list of Beneficial Owners on November 27, 2017 furnished
by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
for this purpose.
9. Pursuant to Section 125 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for
a period of seven years from the date of transfer to the Company’s Unpaid Dividend Account, will be transferred,
to the Investor Education and Protection Fund (IEPF) set up by the Government of India. Pursuant to Section
124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (‘IEPF Rules’), as amended, all the shares in respect of which dividend has
remained unpaid/unclaimed for seven consecutive years or more are required to be transferred to an IEPF
Demat Account notified by the Authority. The Company has sent individual notices to all the shareholders whose
dividends are lying unpaid/unclaimed against their name for seven consecutive years or more and also advertised
in the Newspapers seeking action from the shareholders. Shareholders are requested to claim the same as per
procedure laid down in the Rules. In case the dividends are not claimed by the due date(s), necessary steps will
be initiated by the Company to transfer shares held by the members to IEPF without further notice. Please note
that no claim shall lie against the Company in respect of the dividend/shares so transferred to IEPF. Details of the
unclaimed dividend and particulars with respect to corresponding shares due for transfer to the IEPF are available
on the company’s website www.bhageriagroup.com under the section ‘Shareholders Info’
The details of dividend paid by the Company and the corresponding due dates for transfer of unencashed dividend
to IEPF are furnished hereunder:
Sr. Year ended Date of Declaration Due date of transfer to IEPF

No.
1. 31.03.2010 14.08.2010 Transferred on 11.09.2017
2. 31.03.2011 20.08.2011 19.09.2018
3. 31.03.2012 01.09.2012 30.09.2019
4. 31.03.2013 31.08.2013 30.09.2020
5. 31.03.2014 26.07.2014 25.08.2021
6. 31.03.2015 01.08.2015 31.08.2022
7. 31.03.2016 13.08.2016 12.09.2023
Members who have not encashed the dividend warrant(s) so far in respect of the above financial years, are
therefore, and requested to make their claims to the Registrar of the Company or the Company at the Registered
Office, with full details.
10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account
Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore,
requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts.
Members holding shares in physical form should submit their PAN to the Registrar /Company.
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11. Members desirous of seeking any information concerning the Accounts of the Company are requested to address
their queries in writing to the Company at least seven days before the date of the meeting so that the requested
information can be made available at the time of the meeting.
12. Members / Proxies are requested to please bring their copies of the Annual Report to the meeting.
13. The Company’s shares are listed on BSE Limited and NSE Limited.
14. Members holding shares in physical form are requested to notify immediately any change in their address with
PIN CODE to the Registrar and Transfer Agent of the Company at the address given below AND in case their
shares are held in demat, this information should be passed on directly to their respective Depository Participants
and not to the Company.
M/S. SHAREX DYNAMIC (INDIA) PVT. LTD.
Unit : [ BHAGERIA INDUSTRIES LIMITED ]
Unit No.1, Luthra Ind. Premises, Andheri Kurla Road,
Safed Pool, Andheri (East), MUMBAI - 400 072.
Tel: 022 2851 5606 / 2851 5644
Email: sharexindia@vsnl.com
15. (a) Members are informed that in order to avoid fraudulent encashment of dividend warrants they should send
to the Registrar and Transfer Agent of the Company at the address given above under the signature of the Sole/
First Joint holder the information relating to Name and Address of the Banker along with the Pin Code Number
and Bank Account Number to print on the Dividend Warrants.
(b) Members desirous of availing the facility of Electronic Credit of Dividend are requested to send ECS Form to the
Registrar and Transfer Agent of the Company at the address given above.
(c) Members holding shares in dematerialized form and desirous to change or correct the bank account details
should send the same immediately to the concerned Depository Participant. Members are also requested to give
MICR Code to the Depository Participant.
16. Relevant documents referred to in the Notice and in the Explanatory Statements are open for inspection at the
registered office of the Company during office hours on all working days except public holidays between 11.00
a.m. and 1.00 p.m. upto the date of the Annual General Meeting.
17. Members/Proxies holding their Shares in Physical mode are requested to fill the enclosed attendance slip and
handover the same at the entrance with signature. In the absence thereof, they may not be admitted to the
meeting venue.
18. Members who are holding shares in dematerialized form are requested to bring their Client ID and DP ID numbers
for easy identification at the meeting.
19. In all correspondence with the Company, members are requested to quote their Folio Number and in case their
shares are held in demat form, they must quote their DP ID and Client ID Number.
20. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for
receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
21. Voting through electronic means:
(i) Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 as amended by the Companies (Management and Administration)
Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulation,2015, the Company will be providing members facility to exercise their right to vote on resolutions
proposed to be considered at the ensuing Annual General Meeting (AGM) by electronic means and the
business may be transacted through e-voting services. The facility of casting the votes by the members
using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be
provided by Central Depository Securities Limited (CDSL). The detailed procedure to be followed in this
regard has been given below. The members are requested to go through them carefully.
(ii) The Board of Directors of the Company has appointed Mrs. Sonia Chettiar, Partner, GMJ & Associates,
Company Secretaries, Mumbai as Scrutinizer to scrutinize the e-voting and remote e-voting process in a fair
and transparent manner and they have communicated their willingness to be appointed and will be available
for same purpose.
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(iii) The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be
entitled to cast their vote again.
(iv) The Company has engaged the services of Central Depository Services Limited (CDSL) as the Agency to
provide e-voting facility.
(v) Voting rights shall be reckoned on the paid up value of shares registered in the name of the member /
beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. November 25, 2017.
(vi) A person, whose name is recorded in the register of members or in the register of beneficial owners
maintained by the depositories as on the cut-off date, i.e. November 25, 2017 only shall be entitled to avail
the facility of e-voting / remote e-voting.
(vii) Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding
shares as on the cut-off date i.e. November 25, 2017, may obtain the User ID and password from SHAREX
DYNAMIC (INDIA) PVT. LTD. (Registrar & Transfer Agents of the company).
(viii) The Scrutinizer, after scrutinizing the votes cast at the meeting and through remote e-voting, will, not later
than three days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the
same to the CHAIRPERSON. The results declared along with the consolidated scrutinizer’s report shall be
placed on the website of the Company (www.bhageriagroup.com) and on the website of CDSL https://www.
evotingindia.com. The results shall simultaneously be communicated to the Stock Exchange.
(ix) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date
of the Meeting, i.e. December 2, 2017.
(x) The instructions for shareholders voting electronically are as under:
(i) The voting period begins on November 29, 2017 at 9.00 a.m and ends on December 1, 2017 at 5.00
p.m. During this period shareholder’s of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date (record date) of November 25, 2017 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8 digits
of the sequence number in the PAN field.
• In case the sequence number is less than 8 digits enter the applicable number
of 0’s before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Bank Details in your demat account or in the company records in order to login
OR Date • If both the details are not recorded with the depository or company please enter
of Birth (DOB) the member id / folio number in the Dividend Bank details field as mentioned in
instruction (v).
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(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note that
this password is to be also used by the demat holders for voting for resolutions of any other company
on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It
is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant BHAGERIA INDUSTRIES LIMITED on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent
to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based
mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone
users can download the app from the App Store and the Windows Phone Store respectively. Please
follow the instructions as prompted by the mobile app while voting on your mobile.
(xx) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are
required to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and
password. The Compliance User would be able to link the account(s) for which they wish to vote
on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and
on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued
in favour of the Custodian, if any, should be uploaded in PDF format in the system for the
scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or
write an email to helpdesk.evoting@cdslindia.com.
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ANNEXURE TO THE NOTICE
Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013.
ITEM NO. 5:
The Board of Directors of the Company at their Meeting held on October 21, 2016 and pursuant to the recommendations
of the Nomination & Remuneration Committee have appointed Mrs. Chandraprabha Bhageria as the Whole-time
Director of the Company w.e.f. October 1, 2016 for a term of 3 years, keeping in mind the contribution made by
Mrs. Chandraprabha Bhageria towards the growth and performance of the Company. The terms of her appointment
including remuneration, commission, perquisites etc. as approved by the Nomination and Remuneration Committee
and the Board, subject to the approval of the Members to be obtained at the Annual General Meeting are as follows.-
a) Salary : ` 1,00,000/- per month in the scale of ` 1,00,000/- to ` 10,00,000/- per month.
b) Commission : Upto 5% of Net Profit of the Company
c) Perquisites:
i) Perquisites include House Rent Allowance, Car, Electricity, Medical Expenses reimbursement for self and
family, Leave Travel Concession for self and family, club fees, medical insurance etc., limited to actual or
the Annual Salary whichever is less.
ii) Provision of car for use on Company’s business and telephone at residence will not be considered
perquisites. Personal long distance calls and use of car for private purpose shall be billed by the Company.
iii) Company’s Contribution to the Provident Fund, Gratuity and encashment of leave as per the rules of the
company and the same shall not be considered perquisites as aforesaid.
Provided that the above remuneration payable to her by way of salary, commission, perquisites, contributions
towards Provident Fund, and Gratuity Fund on her account shall not exceed 5% of the net profits of the Company
calculated in accordance with Section 197 & 198 of the Companies, 2013 subject to the ceiling of overall maximum
managerial remuneration of 10% of the net profits of the Company calculated in accordance with Section 197 &
198 of the Companies, 2013.
In the event of loss or inadequacy of profits in any year during the tenure of office, the remuneration payable to her
for that year shall be determined by the Board within the ceiling limits as laid down in paragraphs (A) of Section II
of Part II of Schedule V to the Companies Act, 2013.
Other particulars pertaining to the Company, which are required to be disclosed as per Section II of Part II of
Schedule V to the Companies Act, 2013 are given in Annexure A to this explanatory statement.
Accordingly, the Board recommends the passing of the Special Resolution as set out in the Item No.5 of the
Notice.
Further Mrs. Chandraprabha Bhageria has been appointed as a Whole-time Director on the Board and is liable to
retire by rotation.
The above mentioned explanatory statement read together with the resolution specified under SPECIAL
BUSINESS as Item No.5 of the Notice convening the AGM may be considered as an abstract, of the terms of
remuneration and perquisites payable to the aforesaid Whole-time Director with effect from October 1, 2016.
MEMORANDUM OF INTEREST
Mr. Suresh Bhageria and Mr.Vikas Bhageria, being related to Mrs.Chandraprabha Bhageria, are deemed to be
concerned and interested in the resolution at Item No. 5. Except the above-mentioned Directors none of the Directors
of the Company and their relatives are concerned or interested in this resolution.
ITEM NO.6 & 7 :
The Shareholders of the Company had, by a Special Resolution at the 26th AGM of the Company held on August 1,
2015, authorized the Board of Directors to borrow monies (apart from temporary loans obtained or to be obtained from
the Company’s bankers in the ordinary course of business) from time to time on behalf of the Company not exceeding
` 200 Crores for the business of the Company.
9
At the same AGM of the Company, the shareholders had accorded consent to the Board of Directors for creation of
mortgages, charges and hypothecations etc. to secure aforesaid borrowings.
However, the Board of Directors are of the view that in keeping with the increase in the size of the operations of the
Company, future diversification and expansion plans under contemplation, the above limits need to be enhanced to `
500 Crores. Hence, the Special Resolution at Item No.6 and 7 are intended for this purpose.
It may be noted that Directors and Key Managerial Personnel of the Company and their relatives who are members of
the Company, may be deemed to be concerned or interested in this Resolution only to the extent of their shareholding.
ITEM NO.8:
The Board, on the recommendation of the Audit Committee, has approved the appointment of the Cost Auditor,
M/s. Sushil Kumar Mantri & Associates, Cost Accountants to conduct the audit of the cost records of the Company at
` 80,000/- plus GST, as applicable, to be paid as remuneration for the financial year ending March 31, 2018.
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors needs to be ratified by the Members of the
Company. Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No.8
of the Notice, for ratification of the remuneration amounting to ` 80,000/- plus GST, as applicable and out of pocket
expenses, if any, payable to the Cost Auditors for Cost Audit for the financial year ending March 31, 2018, in respect of
products of the Company covered under The Companies (Cost Records and Audit) Amendment Rules, 2014.
The Board recommends the Resolution at Item No.8 of the Notice for approval of the Members.
None of the Directors / Key Managerial Personnel and relatives thereof, are in any way concerned or interested,
financially or otherwise, in the Resolution at Item No.8 of this Notice.
ITEM NO.9:
As per the provisions of Section 20 of the Companies Act, 2013, a member may request for any document through a
particular mode, for which the member shall pay such fees as may be determined by the Company in its Annual General
Meeting. Since the cost of providing documents may vary according to the mode of service, weight and its destination
etc., therefore it is proposed that actual expense borne by the Company for such dispatch will be paid in advance by
the member to the company. The Board recommends the resolution at Item no. 9 for the approval of the Shareholders.
None of the Directors / Key Managerial Personnel and relatives thereof, are in any way concerned or interested,
financially or otherwise, in the Resolution at Item No.9 of this Notice.
ANNEXURE “A” TO THE EXPLANATORY STATEMENT:
Statement as required under Section II of Part II of Schedule V to the Companies Act, 2013 giving details in respect of
appointment of Mrs. Chandraprabha Bhageria.
I. GENERAL INFORMATION:
1. Nature of Industry: Manufacturing and Sale of Dyes and Dyes Intermediates and Generation and Distribution
of Solar Power
2. Date or expected date of commencement of commercial production: The Company commenced
manufacturing in 1991
3. In case of new companies, expected date of commencement of activities as per project approved by
financial institutions appearing in the prospectus: Not Applicable.
4. Financial Performance based on given indicators:
(` in Lakhs)
Sr. No. Particulars 2016-17 2015-2016

1. Sales and Other Income 35,275.09 24,039.01
2. Profit after tax 4,352.60 1,532.59
5. Foreign Investments or collaborations, if any: Not Applicable
10
II. Information about the appointee
Details Mrs. Chandraprabha Bhageria

Background details Mrs. Chandraprabha Bhageria is 62 years of age and S.S.C. having
experience of more than 25 years in the field of General Management,
Communication, liaising with authorities
Past remuneration -
Recognition or awards NIL
Job profile and suitability Mrs. Chandraprabha Bhageria is the Whole-time Director of the
Company and is responsible for overview of the implementation of
policies, procedures and corporate governance practices.
Remuneration proposed As per Notice & Explanatory Statement
Comparative remuneration profile Considering the size of the Company, the industry benchmarks,
with respect to industry, size of the experience of the appointee and the responsibilities to be shouldered
company, profile of the position by her, the proposed remuneration is commensurate with the
and person (in case of expatriates remuneration paid to similar appointees in other companies.
the relevant details would be with
respect to the country of origin):
Pecuniary relationship directly or Besides the proposed remuneration, Mrs. Chandraprabha Bhageria
indirectly with the company, or does not have any pecuniary relationship with the Company. Mrs.
relationship with the managerial Chandraprabha Bhageria is a close relative (spouse) of Mr. Suresh
personnel, if any: Bhageria and mother of Mr. Vikas Bhageria
III. OTHER INFORMATION:
1. Reason of loss or inadequate profits : N.A.
2. Steps taken or proposed to be taken for improvement : N.A.
3. Expected increase in productivity and profits in measurement terms : N.A.
DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT PURSUANT TO REGULATION 36(3) OF THE SEBI (LODR)
REGULATIONS, 2015.
Name Mr. Vikas Bhageria

Directors Identification Number (DIN) 02976966
Brief resume & Nature of expertise in Mr. Vikas Bhageria is the Jt/ Managing Director of the Company and
specific functional areas looks after the General Business Management & Project Execution.
Looking at the overall exposure and experience and responsibilities
to be shouldered by him, he is suitable for the position
Disclosure of relationship between directors Mr. Vikas Bhageria is a close relative (son) of Mr. Suresh Bhageria
inter-se and Mrs. Chandraprabha Bhageria
Names of listed entities in which the None
person also holds the directorship and the
membership of Committees of the Board; and
Shareholding in Bhageria Industries Limited 7,83,932 Equity Shares
Topiwala Centre,
Off S. V. Road,
Goregaon [ West ],
Date : October 28, 2017. (DIN: 00540285)
CHAIRPERSON
11
DIRECTORS’ REPORT TO THE SHAREHOLDERS
Your Directors have great pleasure in presenting the 28th Annual Report together with the Audited Accounts of the
Company for the year ended March 31, 2017.
1. FINANCIAL HIGHLIGHTS: (` In Lakhs)
Particulars Year ended 31.03.2017 Year ended 31.03.2016

Sales & Other Income 35,275 24,039
Profit before tax and appropriations 6,497 2,375
Profit after tax 4,353 1,533
Add : Balance brought forward from previous year 5,342 4,281
Profit available for disposal 9,695 5,814
Proposed Dividend 797 398
Corporate Tax on Proposed Dividend 169 74
Transfer to General Reserve - -
Profit carried forward 8,729 5,342
2. OPERATIONAL REVIEW:
The Company has reported all round improvement in its working during the year under review, backed by better
realizations and profitability coupled with solar power project of the Company adding to the revenue. In the midst
of changing global economic and political scenario maintaining business momentum in an uncertain environment
demonstrates depth of the Company’s strength and capabilities and is a validation of our commitment to provide
innovative value added solutions and keeping itself agile to embrace the ever changing business environment.
Dyes and Chemical Business
The turnover of the Company from dyes and chemical business has gone up to ` 34,198.63 Lakhs during the
current year from ` 23,713.07 Lakhs during the corresponding period. The Net Profit from the above segment has
shown improvement to ` 5,820.65 Lakhs during the current year as against ` 2,362.42 Lakhs during last year.
Updates on Solar Power Project
The Company was awarded an Order for 30MW Solar Power Project under JNNSL Ph-III and Tranche-I for
the State of Maharashtra by Solar Energy Corporation of India (SECI) (A Government of India Enterprise). The
Company has set up this plant at Ahmednagar District, Maharashtra with a PPA tenure with SECI for 25 years
12
at a capital outlay of ` 189 Crores. Out of the 30MW approval, the Company has commissioned a capacity of
20MW on March 31, 2017 and for this commissioning Maha Vitaran (Maharashtra State Electricity Distribution
Company Limited) vide letter dated May 6, 2017 has confirmed the project to that extent as commissioned and
grid connected on March 31, 2017. The Company has commissioned the remaining capacity of 10MW on June
17, 2017 and the entire 30MW capacity have become operational. The Company will also operate and maintain
the plant for 25 years.
The turnover of the Company from existing Solar Power operations has gone up to ` 239.56 Lakhs during the
current year from ` 131.94 during the corresponding period. The Segment has shown a loss ` 11.89 Lakhs during
the current year as against ` 18.04 Lakhs during last year.
Updation on Scheme of Amalgamation of Nipur Chemicals Ltd. with the Company
The Company has proposed a Scheme of Amalgamation by which Nipur Chemicals Limited (Transferor) will be
amalgamated with Bhageria Industries Limited (Transferee) w.e.f. October 1, 2016 (Appointed Date). On approval
of the Stock Exchanges, BSE and NSE under Regulation 37 of LODR Regulation,2015 a Petition has been filed
before NCLT for their sanction under the provisions of the Companies Act,2013 pursuant to the approval of the
shareholders under NCLT Convened Meeting on October 3, 2017.
Extension of time for holding the Annual General Meeting of the Company
The Company has closed its accounting year on March 31, 2017. Pursuant to the requirements of Section 96
(1) read with second proviso contained therein of the Companies Act, 2013, the Annual General Meeting of
the Company was to be held on or before September 30, 2017. However, in view of the ongoing Scheme of
Amalgamation of Nipur Chemicals Limited (Transferor)with the Company, as referred hereinabove, the Company
has obtained an extension of 3 months from the Registrar of Companies, Mumbai, Maharashtra for holding AGM
on or before December 31, 2017. Since the sanction of NCLT is still awaited, the Company has now decided to
hold the Annual General Meeting forthwith, in order to comply with the provisions of the Act.
3. DIVIDEND:
Your Directors have pleasure in recommending, for approval of the Members, at its 28th Annual General Meeting,
a Dividend of ` 5/- per share i.e.100% for the year ended March 31, 2017. If approved at the forthcoming Annual
General Meeting, it will result in an outflow of ` 796.28 Lakhs to the Members of the Company, in addition to
` 162.12 Lakhs as dividend distribution tax.
This will be 24th consecutive year of payment of dividend by your Company.
The Company has not transferred any amount to General Reserve during the financial year.
4. SHARE CAPITAL OF THE COMPANY:
During the year, your Company has obtained the approval of the Members by Postal Ballot for sub-division of the
Equity Shares of the Company having face value of ` 10/- each fully paid-up into (two) Equity shares of face value
of ` 5/- each fully paid-up.
The Paid up Equity Share Capital,as at 31st March, 2017 was ` 79,627,500/- divided into 1,59,25,500 Equity
shares,having face value of ` 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.
5. SUBSIDIARIES & ASSOCIATE COMPANIES:
The Company does not have any subsidiary or associate companies.
6. BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of
the Company, Mr. Vikas Bhageria, Jt. Managing 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 at the recommendation of the Nomination and Remuneration Committee have appointed
Mrs. Chandraprabha Bhageria as a Whole-time Director w.e.f. October 1, 2016 for a period of 3 years subject to
the approval of the shareholders at the ensuing AGM.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.
13
7. 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.
8. KEY MANAGERIAL PERSONNEL:
The Company is having the following persons as the Key Managerial Personnel.
Sr. No. Name of the Personnel Designation

1. Mr. Suresh Bhageria Chairperson
2. Mr. Vinod Bhageria Managing Director
3. Mr. Vikas Bhageria Jt. Managing Director
*4. Mr. Shrinath Tiwari Company Secretary
5. Mr. Rakesh Kachhadiya Chief Financial Officer
*Mr. Shrinath Tiwari, Company Secretary has resigned from the Company and being relieved from October
31, 2017.
9. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, 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.
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 February 10, 2017.
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.
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The details of the number of Board meetings held during the Financial Year 2016-17 are given in the Corporate
Governance Report.
11. 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
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
12. 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.
13. 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).
14. 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.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There is no loan given, investments made or guarantees given or security provided by the Company to any entity
covered under the provisions of section 186 of the Companies Act, 2013.
16. 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’.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators or Courts that would impact the going
status of the Company and its future operations.
18. 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 this Report.
19. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm’s length basis and were
in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are
not attracted. Further, there are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest
of the company at large.
All related party transactions are placed before the Audit Committee and also before the Board for their approval
in accordance with the Policy on Related Party Transactions formulated by the Board of Directors of the Company
and has been posted on the website of the Company (www.bhageriagroup.com). Omnibus approval was obtained
from the Audit Committee for transactions which were of repetitive nature with monitoring and review on quarterly
basis.
20. 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 dematerialized form in either of the two Depositories.
The Company has been allotted ISIN No. INE354C01027.
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.
15
21. 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.
22. STATUTORY AUDITORS:
Your Board proposes to appoint M/s. M R B & Associates, Chartered Accountants, Mumbai (Firm Registration
No.136306W with the Institute of Chartered Accountants of India) in place of M/s. Sarda & Pareek, Chartered
Accountants, the retiring Auditors, to hold office from the conclusion of the ensuing AGM until the conclusion of
the 33rd AGM to be held in 2022 (subject to ratification of the appointment by the members at every AGM held
after this AGM).
The Board places on record its appreciation for the services rendered by the retiring auditors, M/s. Sarda &
Pareek, Chartered Accountants.
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, Chartered Accountants that their appointment, if made, would be in
conformity with the limits specified in the said Section.
23. 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
2017-18 at a remuneration of ` 80,000/- 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.
24. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company
has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ‘C’ and forms an integral
part to this Report.
25. AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:
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.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairperson of the Audit Committee of the Board &
to the Chairperson & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function, the Company undertakes corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.
16
27. 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 Auditors of the Company
regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations,
2015.
28. 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.
29. SEXUAL HARASSMENT:
The Company has in place Internal Complaint Committee constituted in compliance with Section 4 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made
thereunder. During the year under review, no complaints were reported.
30. 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.
31. RISK MANAGEMENT POLICY:
The Company is having a Risk Management Committee which has been entrusted with the responsibility to assist
the Board (a) to ensure that all the current and future material risk exposures of the Company are identified,
assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for
risk management (b) to establish a framework for the company’s risk management process and to ensure its
implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption
of best practices (d) to assure business growth with financial stability.
32. 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.
33. LISTING:
The Company’s Shares are listed on BSE Limited and NSE Limited, Mumbai.
34. 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.
Topiwala Centre,
Off S. V. Road,
Goregaon [ West ],
Date : October 28, 2017. (DIN: 00540285)
CHAIRPERSON
17
ANNEXURE ‘A’ TO BOARDS REPORT 2016-2017
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Company’s CSR policy, including overview of projects or programmes propose to be
undertaken and a reference to the web-link to the CSR policy and projects or programmes.
CSR policy is stated herein below:
CSR Policy
(Approved by the Board of Directors on 10th May, 2014)
Our aim is to be one of the most respected companies in India delivering superior and everlasting value to all our
customers, associates, shareholders, employees and Society at large.
The CSR initiatives focus on holistic development of host communities and create social, environmental and economic
value to the society.
To pursue these objectives we will continue to:
1) Improving the quality of life in rural area.
2) Eradicating hunger, poverty and malnutrition,
3) Promoting healthcare including preventive healthcare
4) Employment enhancing vocational skills
5) Promotion of education including investment in technology in schools
6) Ensuring environment sustainability including measures for reducing inequalities faced by socially and
economically backward groups
7) Promoting sports including rural and Olympic sports
8) Contribution to funds for promoting technology
9) Investing in various rural development projects
10) Contribution to the Prime Minister’s National Relief Fund or any other fund setup by the Central Government
for development and relief.
11) Collaborate with like minded bodies like Voluntary organizations, charitable trusts, governments and
academic institutes in pursuit of our goals.
12) Interact regularly with stakeholders, review and publicly report our CSR initiatives and
13) Other areas approved by the CSR Committee that are covered in the CSR Rules as amended from time to
time.
Web Link: www.bhageriagroup.com
2. Composition of CSR committee:
Name of The Member Designation

Mr. O. P. Bubna Chairperson
Dr. Shyam Agarwal Member
Mr.P. S. Dalvi Member
3. Average net profit of the company for last three financial years: ` 3,371 Lakhs
4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above): ` 67.42 Lakhs
5. Details of CSR spend for the financial year:
a) Total amount spent for the financial year: ` 67.71 Lakhs
b) Amount unspent if any: NIL
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c) Manner in which the amount spent during the financial year is detailed below:
Sr. Projects/ Sector Location Amount Outlay Amount Cumulative Amount spent:
No. Activities (Budget) Spent on the Expenditure Direct or through
Project or project or upto implementing agency
Programs wise programs reporting
(` In Lakhs) (` In Lakhs) period
(` In Lakhs)
1. Health and Health and Bangalore, 64.71 64.71 64.71 Through
Education Literacy Karnataka Vivekananda Yoga
Anusandhana
Samsthana, Bangalore
2. Construction Rural Nagwas 1.00 1.00 1.00 Through
of Toilet Development Village, Tehsil Sanskrutik Vikas
Blocks Umargaon, Mandal
District
Valsad
3. Construction Rural Kachigam 2.00 2.00 2.00 Direct
of Toilet Development Village, Tehsil
Blocks Umargaon,
District
Valsad
19
ANNEXURE ‘B’ TO BOARD’S REPORT 2016-2017
EXTRACT OF ANNUAL RETURN
FORM NO. MGT-9
“EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2017”
[Pursuant to section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN:- L40300MH1989PLC052574
ii) Registration Date:- 12.07.1989
iii) Name of the Company:- Bhageria Industries Limited (formerly known as Bhageria
Dye Chem Limited)
iv) Category / Sub-Category of the Company:- Company limited by shares & Indian Non Government
Company
v) Address of the Registered office and contact Office No -1002, Topiwala Centre, Off. S. V. Road,
details:- Near Goregaon Railway Station, Goregaon-West,
Mumbai -400 062.
vi) Whether listed company Yes
vii) Name, Address and Contact details of Registrar M/S. Sharex Dynamic (India) Pvt. Ltd.
and Transfer Agent, if any Unit No.1, Luthra Ind. Premises, Andheri Kurla Road,
Safed Pool, Andheri (East), Mumbai - 400 072.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing to 10% or more of the total turnover the Company shall be Stated:-.

Sr. Name and Description of main products / NIC Code of the % to total turnover of the
No. services Product/ service company
a. Organic Chemicals 20119 99.30%
b. Solar Power 35105 0.70%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
Sr. NAME AND ADDRESS CIN/GLN HOLDING/ SUBSIDIARY/ASSOCIATE % of shares held

No OF THE COMPANY
………………………………………NOT APPLICABLE………………………………………..
20
IV. SHARE HOLDING PATTERN
i) Category-wise Share Holding
No. of Shares held at the No. of Shares held at the
beginning of the year (01.04.2016) end of the year (31.03.2017) % Change
Category of Shareholders Demat Physical Total % of the Demat Physical Total % of the during the
total total year
Shares Shares
A. PROMOTER'S
(1). INDIAN
(a). individual 2676968 - 2676968 33.62 5479625 - 5479625 34.41 0.79
(b). Central Govt. - - - - - - - - -
(c). State Govt(s). - - - - - - - - -
(d). Bodies Corpp. 1209712 - 1209712 15.19 2499424 - 2499424 15.69 0.50
(e). FIINS / BANKS. - - - - - - - - -
(f). Any Other - - - - - - - - -
Sub-total (A) (1):- 3886680 - 3886680 48.81 7979049 - 7979049 50.10 1.29
(2). FOREIGN
(a). Individual NRI / For Ind - - - - - - - - -
(b). Other Individual - - - - - - - - -
(c). Bodies Corporates - - - - - - - - -
(d). Banks / FII - - - - - - - - -
(e). Qualified Foreign Investor - - - - - - - - -
(f). Any Other Specify - - - - - - - - -
Sub-total (A) (2):- - - - - - - - - -
Total shareholding 3886680 - 3886680 48.81 7979049 - 7979049 50.10 1.29
of Promoter (A) = (A)(1)+(A)(2)
(B) PUBLIC SHAREHOLDING
1. Institutions
(a). Mutual Funds - - - - - - - - -
(b). Banks / FI 68400 - 68400 0.86 8573 - 8573 0.05 (0.81)
(c). Central Govt. - - - - - - - - -
(d). State Govt. - - - - 22002 - 22002 0.14 0.14
(e). Venture Capital Funds - - - - - - - - -
(f). Insurance Companies - - - - - - - - -
(g). FIIs - - - - - - - - -
(h). Foreign Venture Capital Funds - - - - - - - - -
(i). Others (specify) - - - - - - - - -
Sub-total (B)(1):- 68400 - 68400 0.86 30575 - 30575 0.19 (0.67)
2. Non-Institutions
(a). BODIES CORP.
(i). Indian 2174327 1700 2176027 27.33 4190910 3400 4194310 26.34 (0.99)
(ii). Overseas - - - - - - - - -
(b). Individuals
(i) Individual shareholders holding 1198852 183401 1382253 17.36 2241081 350827 2591908 16.28 (1.08)
nominal share capital upto ` 1 lakh
(ii) Individual shareholders holding 221984 - 221984 2.79 631876 - 631876 3.97 1.18
nominal share capital in excess of
` 1 lakh
(c). Other (specify)
(i) Non Resident Indians 68520 103500 172020 2.16 112630 205000 317630 1.99 (0.17)
(ii) Overseas Corporate Bodies - - - - 2422 - 2422 0.02 0.02
(iii) Foreign Nationals - - - - - - - - -
(iv) Clearing Members 55386 - 55386 0.70 177730 - 177730 1.12 0.42
(v) Trusts - - - - - - - - -
(vi) Foreign Boodies - D R - - - - - - - - -
Sub-total (B)(2):- 3719069 288601 4007670 50.33 7356649 559227 7915876 49.71 (0.63)
Total Public Shareholding (B)=(B) 3787469 288601 4076070 51.19 7387224 559227 7946451 49.90 (1.29)
(1)+ (B)(2)
C. Shares held by Custodian for - - - - - - - - -
GDRs & ADRs
Grand Total (A+B+C) 7674149 288601 7962750 100.00 15366273 559227 15925500 100.00 -
21
(ii) Shareholding of Promoters
Shareholding at the beginning of the Share holding at the end of the year
year (01.04.2016) (31.03.2017)
No. of % of total %of Shares No. of % of total %of Shares % Change in

Sr.
Shareholder’s Name Shares Shares of Pledged/ Shares Shares of Pledged / Shareholding
No.
the encumbered the encum- during the year
company to total company bered to
shares total shares
1 Bhageria Trade Invest Pvt Ltd 1090817 13.70 - 2261634 14.20 - 0.50
2 Sureshkumar Keshavdeo Bhageria 547013 6.87 - 1094026 6.87 - -
3 Rakesh Niranjanlal Bhageria 361172 4.54 - 811901 5.10 - 0.56

4 Deepakkumar Vishwambharlal Bhageria 392600 4.93 - 785200 4.93 - -
5 Vikas Suresh Bhageria 387216 4.86 - 783932 4.92 - 0.06
6 Chandraprabha Sureshkumar Bhageria 214843 2.70 - 443686 2.79 - 0.09
7 Harshita Vikas Bhageria 177042 2.22 - 380567 2.39 - 0.17
8 Niranjanlal Keshavdeo Bhageria 76557 0.96 - - - - (0.96)
9 Dinesh Vishwambharlal Bhageria 64750 0.81 - 129500 0.81 - -
10 Akashdeep International Private Limited 95925 1.21 - 191850 1.21 - -
11 Rahul Niranjanlal Bhageria 42500 0.53 - 174557 1.10 - 0.56
12 Snehlata Bhageria 80372 1.01 - 160744 1.01 - -
13 Suresh Bhageria (Huf) 58394 0.73 - 136288 0.86 - 0.12

14 Chandadevi Bhageria 58122 0.73 - 116244 0.73 - -
15 Vishwambharlal Keshavdeo Bhageria 51152 0.64 - 102304 0.64 - -
16 Asha Dinesh Bhageria 35500 0.45 - 80400 0.51 - 0.06
17 Archana Deepak Bhageria 33355 0.42 - 71710 0.45 - 0.03
18 Sonika Rakesh Bhageria 35500 0.45 - 71000 0.45 - -
19 Dhwani Rahul Bhageria 25700 0.32 - 51400 0.32 - -
20 Nipur Chemicals Ltd 22970 0.29 - 45940 0.29 - -
21 Niranjanlal K. Bhageria (Huf) 13000 0.16 - - - - (0.16)
22 Vanita Saraf - - - 16000 0.10 - 0.10
23 Aditya V Bhageria 7274 0.09 - 14548 0.09 - -
24 Anjushree A Bhageria 6500 0.08 - 13000 0.08 - -
25 Deepak Bhageria (Huf) - - - 10000 0.06 - 0.06
26 Vikas Bhageria (Huf) - - - 8000 0.05 - 0.05

27 Rakesh Bhageria (Huf) - - - 6000 0.04 - 0.04
28 Rahul Bhageria (Huf) - - - 6000 0.04 - 0.04
29 Abhishek Vinod Bhageria 2300 0.03 - 4600 0.03 - -
30 Vinodkumar Keshavdeo Bhageria 609 0.02 - 4018 0.03 - 0.01
31 Abhishek V Bhageria (Huf) 2000 0.03 - 4000 0.03 - -
32 Aditya V Bhageria (Huf) 3397 0.04 - - - - (0.04)
33 Rajendra K Bhageria 100 - - - - - -
TOTAL 3886680 48.82 7979049 50.10 1.28
22
iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the beginning of the Shareholding at the end of the Year (31.03.2017)
year (01.04.2016)
No. of Shares % of total
Sr. Increasing
Shareholder’s Name at the begin- Shares of % of total
No / Decreas-
ning (01-04- the No. of Shares of
Date ing in Reason
2016) / end company Shares the
sharehold-
of the year company
ing
(31-03-2017)
1 Bhageria Trade Invest Pvt Ltd 1090817 13.70 01-04-2016
02-09-2016 961 Buy 1091778 13.71
09-09-2016 39039 Buy 1130817 14.20
28-10-2016 1130817 Split 2261634 14.20
-Closing Balance 31-03-2017 2261634 14.20
2 Sureshkumar Keshavdeo Bhageria 547013 6.87 01-04-2016
28-10-2016 547013 Split 1094026 6.87
-Closing Balance 31-03-2017 1094026 6.87
3 Rakesh Niranjanlal Bhageria 361172 4.54 01-04-2016
28-10-2016 361172 Split 722344 4.54
13-01-2017 27900 Buy 750244 4.71
03-03-2017 61657 Buy 811901 5.10
-Closing Balance 31-03-2017 811901 5.10
4 Deepakkumar Vishwambharlal 392600 4.93 01-04-2016
Bhageria
28-10-2016 392600 Split 785200 4.93
-Closing Balance 31-03-2017 785200 4.93
5 Vikas Suresh Bhageria 387216 4.86 01-04-2016
28-10-2016 387216 Split 774432 4.86
25-11-2016 9500 Buy 783932 4.92
-Closing Balance 31-03-2017 783932 4.92
6 Chandraprabha Sureshkumar 214843 2.70 01-04-2016
Bhageria
28-10-2016 214843 Split 429686 2.70
25-11-2016 13997 Buy 443683 2.79
13-01-2017 3 Buy 443686 2.79
-Closing Balance 31-03-2017 443686 2.79
7 Harshita Vikas Bhageria 177042 2.22 01-04-2016
28-10-2016 177042 Split 354084 2.22
25-11-2016 26477 Buy 380561 2.39
02-12-2016 2 Buy 380563 2.39
13-01-2017 4 Buy 380567 2.39
-Closing Balance 31-03-2017 380567 2.39
8 Akashdeep International Private 95925 1.21 01-04-2016
Limited
28-10-2016 95925 Split 191850 1.21
-Closing Balance 31-03-2017 191850 1.21
9 Rahul Niranjanlal Bhageria 42500 0.53 01-04-2016
28-10-2016 42500 Split 85000 0.53
13-01-2017 27900 Buy 112900 0.71
03-03-2017 61657 Buy 174557 1.10
-Closing Balance 31-03-2017 174557 1.10
10 Snehlata Bhageria 80372 1.01 01-04-2016
28-10-2016 80372 Split 160744 1.01
-Closing Balance 31-03-2017 160744 1.01
23
11 Suresh Bhageria (Huf) 58394 0.73 01-04-2016
28-10-2016 58394 Split 116788 0.73
-Closing Balance 31-03-2017 19500 Buy 136288 0.86
12 Dinesh Vishwambharlal Bhageria 64750 0.81 01-04-2016
28-10-2016 129500 Split 194250 1.00
28-10-2016 -64750 Sold 129500 0.81
-Closing Balance 31-03-2017 129500 0.81
13 Chandadevi Bhageria 58122 0.73 01-04-2016
28-10-2016 58122 Split 116244 0.73
-Closing Balance 31-03-2017 116244 0.73
14 Vishwambarlal Keshavdeo Bhageria 51152 0.64 01-04-2016
28-10-2016 51152 Split 102304 0.64
-Closing Balance 31-03-2017 102304 0.64
15 Asha Dinesh Bhageria 35500 0.45 01-04-2016
28-10-2016 35500 Split 71000 0.45
16 Archana Deepak Bhageria 33355 0.42 01-04-2016
28-10-2016 33355 Split 66710 0.42
25-11-2016 5000 Buy 71710 0.45
-Closing Balance 31-03-2017 71710 0.45
17 Sonika Rakesh Bhageria 35500 0.45 01-04-2016
28-10-2016 35500 Split 71000 0.45
-Closing Balance 31-03-2017 71000 0.45
18 Dhwani Rahul Bhageria 25700 0.32 01-04-2016
28-10-2016 25700 Split 51400 0.32
-Closing Balance 31-03-2017 51400 0.32
19 Nipur Chemicals Ltd 22970 0.29 01-04-2016
28-10-2016 22970 Split 45940 0.29
-Closing Balance 31-03-2017 45940 0.29
20 Vanita Saraf - - 01-04-2016
28-10-2016 7000 Split 14000 0.09
25-11-2016 2000 Buy 16000 0.10
-Closing Balance 31-03-2017 16000 0.10
21 Aditya V Bhageria 7274 0.09 01-04-2016
28-10-2016 7274 Split 14548 0.09
-Closing Balance 31-03-2017 14548 0.09
22 Anjushree A Bhageria 6500 0.08 01-04-2016
23-09-2016 -505 Sold 5995 0.08
28-10-2016 5995 Split 11990 0.08
25-11-2016 -1990 Sold 10000 0.06
02-12-2016 3000 Buy 13000 0.08
09-12-2016 -1900 Sold 11100 0.07
30-12-2016 -720 Sold 10380 0.07
20-01-2017 2620 Buy 13000 0.08
-Closing Balance 31-03-2017 13000 0.08
23 Deepak Bhageria (Huf) - - 01-04-2016
28-10-2016 5000 Split 10000 0.06
-Closing Balance 31-03-2017 10000 0.06
24 Vikas Bhageria (Huf) - - 01-04-2016
28-10-2016 4000 Split 8000 0.05
-Closing Balance 31-03-2017 8000 0.05
24
25 Rakesh Bhageria (Huf) - - 01-04-2016
28-10-2016 3000 Split 6000 0.04
-Closing Balance 31-03-2017 6000 0.04
26 Rahul Bhageria (Huf) - - 01-04-2016
28-10-2016 3000 Split 6000 0.04
-Closing Balance 31-03-2017 6000 0.04
27 Abhishek Vinod Bhageria 2300 0.03 01-04-2016
08-07-2016 1000 Buy 3300 0.04
30-09-2016 -700 Sold 2600 0.03
07-10-2016 -300 Sold 2300 0.03
28-10-2016 2300 Split 4600 0.03
30-12-2016 -900 Sold 3700 0.02
20-01-2017 900 Buy 4600 0.03
-Closing Balance 31-03-2017 4600 0.03
28 Vinodkumar Keshavdeo Bhageria 609 0.01 01-04-2016
29-07-2016 1400 Buy 2009 0.03
28-10-2016 2009 Split 4018 0.03
-Closing Balance 31-03-2017 4018 0.03
29 Abhishek V Bhageria (Huf) 2000 0.03 01-04-2016
28-10-2016 2000 Split 4000 0.03
-Closing Balance 31-03-2017 4000 0.03
30 Niranjanlal Keshadeo Bhageria 76557 0.96 01-04-2016
28-10-2016 153114 Split 229671 1.00
28-10-2016 -76557 Sold 153114 0.96
06-01-2017 26000 Buy 179114 1.13
13-01-2017 -55800 Sold 123314 0.77
-Closing Balance 03-03-2017 -123314 Sold - -
31 Niranjanlal K. Bhageria (Huf) 13000 0.16 01-04-2016
28-10-2016 13000 Split 26000 0.16
32 Aditya V Bhageria (Huf) 3397 0.04 01-04-2016
33 Rajendra K Bhageria 100 0.00 01-04-2016
IV Share Holding Pattern of top ten Share Holders ( Other than, Directors Promoters and Holders of GDRs, ADRs)
No. of Shares
Increasing
at the begin- % of total % of total
/ Decre-
Sr. ning (01-04- Shares No. of Shares of
Name Date seing in Reason
no. 2016) / end of the Shares the
sharehold-
of the year company company
ing
(31-03-2017)
1 Prism Scan Express Pvt Ltd 502500 6.31 01-04-2016
28-10-2016 502500 Split 1005000 6.31
04-11-2016 (6000) Sold 999000 6.27
02-12-2016 (5000) Sold 994000 6.24
24-03-2017 (15000) Sold 979000 6.15
-Closing Balance 31-03-2017 979000 6.15
25
2 Futurage Corporate Care Private Limited 599176 7.53 01-04-2016
02-09-2016 (21464) Sold 577712 7.26
09-09-2016 (23786) Sold 553926 6.96
16-09-2016 (17500) Sold 536426 6.74
23-09-2016 (19536) Sold 516890 6.49
07-10-2016 (22500) Sold 494390 6.21
28-10-2016 494390 Split 988780 6.21
04-11-2016 (12668) Sold 976112 6.13
11-11-2016 1616 Buy 977728 6.14
18-11-2016 1530 Buy 979258 6.15
02-12-2016 (3814) Sold 975444 6.13
24-03-2017 (10544) Sold 964900 6.06
-Closing Balance 31-03-2017 964900 6.06
3 Reform Trading Co. Private Limited. 456345 5.73 01-04-2016
28-10-2016 456345 Split 912690 5.73
02-12-2016 (5000) Sold 907690 5.70
24-03-2017 (15000) Sold 892690 5.61
-Closing Balance 31-03-2017 892690 5.61
4 Hi Fi Trading Private Ltd. 349846 4.39 01-04-2016
30-06-2016 (9374) Sold 340472 4.28
28-10-2016 340472 Split 680944 4.28
02-12-2016 (5000) Sold 675944 4.24
10-03-2017 6561 Buy 682505 4.29
5 Bodal Chemicals Ltd 100000 1.26 01-04-2016
28-10-2016 100000 Split 200000 1.26
-Closing Balance 31-03-2017 1.26
6 Kadmawala Textile Mills Private Limited 8000 0.10 23-09-2016
30-09-2016 41959 Buy 49959 0.63
07-10-2016 2041 Buy 52000 0.65
14-10-2016 1900 Buy 53900 0.68
21-10-2016 755 Buy 54655 0.69
28-10-2016 67671 Split 122326 0.77
04-11-2016 8330 Buy 130656 0.82
11-11-2016 953 Buy 131609 0.83
18-11-2016 4009 Buy 135618 0.85
25-11-2016 2804 Buy 138422 0.87
02-12-2016 3078 Buy 141500 0.89
03-02-2017 1919 Buy 143419 0.90
10-02-2017 6170 Buy 149589 0.94
24-03-2017 4085 Buy 153674 0.97
7 Dolly Khanna 4500 0.06 24-06-2016
08-07-2016 3300 Buy 7800 0.10
19-08-2016 1677 Buy 9477 0.12
09-09-2016 1375 Buy 10852 0.14
16-09-2016 1989 Buy 12841 0.16
26
23-09-2016 24492 Buy 37333 0.47
30-09-2016 2797 Buy 40130 0.50
07-10-2016 2250 Buy 42380 0.53
28-10-2016 42380 Split 84760 0.53
30-12-2016 2816 Buy 87576 0.55
03-02-2017 1350 Buy 88926 0.56
-Closing Balance 31-03-2017 88926 0.56
8 Ajay Vishwanath Agarwal 8000 0.10 26-08-2016
02-09-2016 23000 Buy 31000 0.39
09-09-2016 6000 Buy 37000 0.47
28-10-2016 37000 Split 74000 0.47
-Closing Balance 31-03-2017 74000 0.47
9 Manjula Jayantilal Shah 36507 0.46 01-04-2016
28-10-2016 36507 Split 73014 0.46
-Closing Balance 31-03-2017 73014 0.46
10 Vishwanath L Agarwal 20000 0.25 26-08-2016
09-09-2016 10500 Buy 30500 0.38
28-10-2016 30500 Split 61000 0.38
-Closing Balance 31-03-2017 61000 0.38
(v) Shareholding of Directors and Key Managerial Personnel:
No. of Shares
at the begin- % of total Increasing / % of total
Sr. ning (01-04- Shares of Decreseing No. of Shares
Name Date Reason
No. 2016) / end the in share- Shares of the
of the year company holding company
(31-03-2017)
1 Sureshkumar Keshavdeo Bhageria 547013 6.87 01-04-2016
28-10-2016 547013 Split 1094026 6.87
-Closing Balance 31-03-2017 1094026 6.87
2 Vinodkumar Keshavdeo Bhageria 609 0.01 01-04-2016
29-07-2016 1400 Buy 2009 0.03
28-10-2016 2009 Split 4018 0.03
-Closing Balance 31-03-2017 4018 0.03
3 Chandraprabha Sureshkumar Bhageria 214843 2.70 01-04-2016
28-10-2016 214843 Split 429686 2.70
25-11-2016 13997 Buy 443683 2.79
13-01-2017 3 Buy 443686 2.79
-Closing Balance 31-03-2017 443686 2.79
4 Vikas Suresh Bhageria 387216 4.86 01-04-2016
28-10-2016 387216 Split 774432 4.86
25-11-2016 9500 Buy 783932 4.92
-Closing Balance 31-03-2017 783932 4.92
5 Omprakash Anandilal Bubna 892 0.01 01-04-2016
09-09-2016 2000 Buy 2892 0.02
30-09-2016 1108 Buy 4000 0.03
27-10-2016 2000 Buy 6000 0.04
31-03-2017 12000 0.08
27
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in Lakhs)
Particulars Secured Loans Unsecured Deposits Total

excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 1,498.54 - - 1,498.54
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1,498.54 - - 1,498.54
Change in Indebtedness during the financial year
• Addition 13,172.74 - - 13,172.74
• Reduction 115.52 - - 115.52
Net Change 13,057.22 - - 13,057.22
Indebtedness at the end of the financial year
i) Principal Amount 14,533.21 - - 14,533.21
ii) Interest due but not paid 13.46 - - 13.46
iii) Interest accrued but not due 9.09 - - 9.09
Total (i+ii+iii) 14,555.76 - - 14,555.76
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (` in Lakhs)
Name of MD/ WTD/ Manager
Suresh Vinod Vikas Mrs.
Sr. Bhageria Bhageria Bhageria Chandraprabha Total
Particulars of Remuneration
No. (Chairman) (Managing (Joint Bhageria Amount
Director) Managing (WTD)
Director)
1 Gross salary
(a) Salary as per provisions contained in 24.00 10.53 36.00 6.00 76.53
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) - - - -
Income-tax Act,1961
(c) Profits in lieu of salary under - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission 170.25 - 129.75 300.00
as % of profit -
others, specify… -
5 Others
Medical Expenses Reimbursement - - 28.99 28.99
Total (A) 194.25 10.53 194.74 6.00 405.52
Ceiling as per the Act 690.24
28
B. Remuneration to other directors: (` in Lakhs)
Name of Directors
Sr. Particulars of Mr.O.P. Mr. P. S. Dr.Shyam Mr. S S Mr. Mrs. Mr. S.P. Total
No Remuneration Bubna Dalvi Agrawal Gupta Sandeep Chandraprabha Tulsian Amount
Singh Bhageria
1 Independent Directors
• Fee for attending board 1.11 0.86 0.86 1.11 0.86 - 0.86 5.68
committee meetings
• Commission - - - - - - - -
• Others, please specify - - - - - - - -
Total (1) 1.11 0.86 0.86 1.11 0.86 - 0.86 5.68
2 Other Non-Executive
Directors
• Fee for attending board - - - - - 0.11 - 0.11
committee meetings
• Commission - - - - - - - -
• Others, please specify - - - - - - - -
Total (2) - - - - - 0.11 - 0.11
Total (B)=(1+2) 1.11 0.86 0.86 1.11 0.86 0.11 0.86 5.78
Total Managerial 411.29
Remuneration (A+B)
Overall Ceiling as per 759.27
the Act
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(` in Lakhs)
Key Managerial Personnel

Sr. No. Particulars of Remuneration Mr. S.N. Tiwari Mr. Rakesh L Kachhadiya Total
(Company Secretary) (Chief Financial Officer)
1 Gross salary
(a) Salary as per provisions 3.00 6.83 9.83
contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) - - -
Income-tax Act, 1961
(c) Profits in lieu of salary under - - -
section 17(3) Income-tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
as % of profit
others, specify…
5 Others, please specify - - -
Total 3.00 6.83 9.83
29
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section Brief Details of Authority Appeal

of the Description Penalty / [RD / NCLT made, if any
Companies Punishment / / COURT] (Give Details)
Act Compounding
fees imposed
A. COMPANY
Penalty
Punishment
- - --
Compounding
--- -
B. DIRECTORS
N E
Penalty
N O
Punishment
- - - --
Compounding
--- --
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

30
ANNEXURE ‘C’ TO BOARD’S REPORT 2016-2017
Form No.MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017
(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014)
To,
The Members,
Office No. 1002, 10th Floor,
Topiwala Centre, Off S.V. Road,
Goregaon (West),
Mumbai – 400062.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by BHAGERIA INDUSTRIES LIMITED (hereinafter called the Company). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during
the audit period covering the financial year ended on March 31, 2017 complied with the statutory provisions of the
applicable Acts listed hereunder and also that the Company has proper Board-processes and compliance-mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on March 31, 2017, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable.
v. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’) viz.:
a) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009; [Not applicable during the period of audit]
e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not
applicable during the period of audit]
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; [Not
applicable during the period of audit]
g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with client; [Not applicable during the period of audit]
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [Not applicable
during the period of audit]
31
i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 [Not applicable
during the period of audit]
vi. Secretarial Standards issued by the Institute of Company Secretaries of India (SS – 1 and SS – 2).
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc.
We report that the Company operates in Chemicals and Solar Power, apart from Environment, Pollution and safety
related compliances, no specific Acts were applicable to the Company.
We report that the Compliance by the Company of applicable financial laws, like direct and indirect tax laws, has
not been reviewed in this Audit since the same has been subject to review by statutory financial auditor and other
designated professionals.
We further report that based on the information provided by the Company, its officers and authorized representatives
during the conduct of the audit, in our opinion, adequate systems and processes and control mechanism exist in
the Company commensurate with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations, standards and guidelines and general laws like various Labour laws, Environmental
laws, Factories Act etc.
We further report that -
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took
place during the period under review.
Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent well in advance and a system exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
Majority of the decisions being carried through were captured and recorded as part of the minutes.
We further report that, during the period under review;
(a) Members of the Company have approved the sub-division of 1 (one) Equity Share having face value of Rs.10/-
each into 2 (two) Equity Shares having face value of ` 5/- each fully paid-up on October 14, 2016 by postal ballot.
(b) The Board of Directors of the Company has proposed, subject to necessary statutory and regulatory approvals, a
Scheme of Amalgamation by which Nipur Chemicals Limited will be amalgamated with Bhageria Industries Limited
pursuant to the provisions of the Companies Act, 2013. The Scheme is pending before NCLT for consideration
and approval.
For GMJ & ASSOCIATES
Company Secretaries
SONIA CHETTIAR
PARTNER
ACS: 27582
COP: 10130
PLACE: MUMBAI
DATE: OCTOBER 28, 2017.
Note: This report is to be read with our letter of even date that is annexed as Annexure A and forms an integral part of
this report.
32
ANNEXURE A
To,
The Members,
Office No. 1002, 10th Floor,
Topiwala Centre, Off S.V. Road,
Goregaon (West),
Mumbai – 400062.
Our report of even date is to be read along with this letter:
1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide
a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the
Company.
4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and
regulations and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the
responsibility of the management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
For GMJ & ASSOCIATES
Company Secretaries
SONIA CHETTIAR
PARTNER
ACS: 27582
COP: 10130
PLACE: MUMBAI
DATE: OCTOBER 28, 2017.
33
ANNEXURE ‘D’ TO BOARDS REPORT 2016-17
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO :
Information as per section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 for the year ended March 31, 2017 is given here below and forms a part of the Directors’ Report.
A. CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy;
The company has made concrete efforts for enhancement in the capacity utilization, cost competitiveness
and quality through systematic process monitoring and adherence to technological norms. Sophisticated
instruments were used for regulation and adjustment of parameters. Efforts were also made for up gradation
of the quality of plant operation. Utility are being combined besides waste recovery and for effective energy
conservation.
(ii) The steps taken by the company for utilising alternate sources of energy;
The company has saved considerably in the cost of power. The company is constantly exploring avenues
for cost saving as an on-going process. To utilise the alternate sources of Energy Company has setup a
Solar Power Plant.
(iii) The capital investment on energy conservation equipment’s;
Studies to reduce energy consumption of existing unit are on and suitable investment will continue to be
made in these areas.
B. TECHNOLOGY ABSORPTION:
(i) the efforts made towards technology absorption during the year under review are: NOT APPLICABLE
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:-
NOT APPLICABLE
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the
financial year)- NOT APPLICABLE
(iv) During the company has incurred R&D Expenditure of ` NIL.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during
the year in terms of actual outflows.
a Activities relating to export initiative taken to increase The Company/LLP has conducted Market increase
export markets for products survey to boost export export markets
during the year.
b. Foreign Exchange outgo ` 12,305.90 Lakhs ( Pr Yr. 2710.27 Lakhs)
c. Foreign Exchange earned ` 7,158.65 Lakhs ( Pr Yr. 6048.16 Lakhs)

Topiwala Centre,
Off S. V. Road,
Goregaon [ West ],
Date : October 28, 2017. (DIN: 00540285)
CHAIRPERSON
34
ANNEXURE ‘E’ TO BOARD’S REPORT 2016-17
Disclosure in the Board’s Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014
1. The Ratio of the remuneration of each director to the median remuneration of the employees of the company for
the financial year 2016-17
Director’s Name Ratio to median remuneration

Mr.Suresh Bhageria 65.938:1
Mr.Vinod Bhgaeria 3.574:1
Mr.Vikas Bhgaeria 66.103:1
Mrs. Chandraprabha Bhageria 2.074:1
Mr.O.P. Bubna 0.377:1
Mr.P.S.Dalvi 0.292:1
Dr.Shyam Agrawal 0.292:1
Mr. S S Gupta 0.377:1
Mr. Sandeep Singh 0.292:1
Mr. S.P. Tulsian 0.292:1
2. The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager if any in the financial year 2016-17 compared to 2015-16 means part of the year.
Director’s/CFO/CEO/CS/Mgr name % age increase/decrease in

remuneration
Mr.Suresh Bhageria (Chairman (Executive) 97%
Mr.Vinod Bhgaeria (M.D. (Executive)) NIL
Mr. Vikas Bhageria (Joint M.D. (Executive)) 99%
Mr.O.P. Bubna (Independent & Non-Executive) 233%
Mr.P.S.Dalvi (Independent & Non-Executive) 287%
Dr.Shyam Agrawal (Independent & Non-Executive) 675%
Mr. S S Gupta (Independent & Non-Executive) 300%
Mr. Sandeep Singh (Independent & Non-Executive) 287%
Mrs. Chandraprabha Bhageria (Promoter & Women Executive)* Not Applicable
Mr. S.P. Tulsian (Independent & Non-Executive) 210%
Mr. S.N. Tiwari (Company Secretary) NIL
Mr. Rakesh L Kachhadiya (Chief Financial Officer) 8%
3. Percentage increase in the median remuneration of employees in the financial year 2016-17 compared to 2015-
16 :- (0.26%)
4. Number of permanent employees on the rolls of the company :- 36 Employees as on 31-03-2017
5. Average percentile increase in salaries of Employees other than managerial personnel : - 17.09%
Note - For Computing average increase in remuneration, employees working for full financial year considered to
make the figures comparable.
Note
1) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
2) * In respect of Mrs. Chandraprabha Bhageria figures are not compareable as earlier she was Non Executive Director,
w.e.f. 01-10-2016 she become Whole Time Director of the Company.
35
ANNEXURE ‘F’ TO BOARDS REPORT 2016-2017
STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE
COMPANIES ACT 2013 READ WITH THE RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED 31-03-2017
a) Employed throughout the financial year and was in receipt of remuneration for the year in aggregate of not less
than ` 1,02,00,000/-
Name Age Designation Qualification Experience Remuneration Date of Last % of Relatives

(` In Lakhs) Commencement employment/ Shareholding
of employment Designation
Suresh 61 Chairman B.Com More than 194.25 21/12/1994 Gujarat Seal 6.87% Mr.Vinod
Bhageria 26 Year Industries Pvt. Bhageria,
Ltd (Director) Mr.Vikas
Bhageria
and Mrs.
Chandraprabha
Bhageria
Vikas Bhageria 38 Joint M.D. B.Com, More than 194.74 01/04/2015 Achyuta 4.92% Mr. Suresh
M.C.A. 11 Year Miners Pvt Ltd Bhageria
(Director) and Mrs.
Chandraprabha
Bhageria
b) Employed for a part of the financial year and was in receipt of remuneration at a rate in aggregate not less than
` 8,50,000/- per month : - NIL
c) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company- N. A.
36
REPORT ON CORPORATE GOVERNANCE:
In accordance with the SEBI (LODR) Regulations, 2015(Listing Regulations) on Corporate Governance, the Report
containing the details is as under:
1. STATEMENT ON COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:
Corporate Governance is a set of systems and practices to ensure that the affairs of the Company are being managed
in a way which ensures accountability, integrity transparency, and fairness in all its transactions in the widest sense
and meets its stakeholder’s aspirations and social expectations. Good Corporate Governance practices stem from the
culture and mind-set of the organization and at Bhageria Industries Limited [BIL] we are committed to do business in an
efficient, responsible, honest and ethical manner and to meet the aspirations of all our stakeholders.
The Corporate Governance structure specifies the distribution of rights, responsibilities and powers among different
participants in the corporation. All strategic decisions regarding investment, diversification, major decisions regarding
procurement, commercial and finance are forwarded ahead after approval of the Board.
Strong Governance has indeed helped BIL to deliver wealth to its shareholders in the form of uninterrupted dividends.
2. BOARD OF DIRECTORS:
Composition of the Board
As on March 31, 2017 the structure of the Board of the Company maintained an optimum mix of Executive, Non-
Executive and Independent Directors and the same is in conformity with the Listing Regulations. The Board’s current
strength is 10 members, who are eminent personalities from various walks of life having rich experience in the field of
marketing, finance, industry, business and management.
Besides the Chairperson, who is an Executive Promoter Director, the Board comprises of 2 Executive Promoter
Directors, 1 Woman Promoter Executive Director and 6 Non-Executive, Independent Directors.
The details of composition of the Board, Category, Attendance of Directors at Board Meetings and last Annual General
Meeting, number of other directorships and other committee memberships are given below:
Table 1: Composition of the Board of Directors as on March 31, 2017:
The details of composition of the Board, category, attendance of Directors at Board Meetings during
the financial year and last Annual General Meeting, number of other Directorships and other Committee
Memberships are given below:
Sr Name of Director Category No. Of Board Attendance No. Of Other No. of Membership of
No. Meeting at last AGM Directorships of Outside Committees
attended during held on Companies/LLP Held Held
the year 13th August, As on 31st March, As on 31st March,
2016-2017 2016 2017 2017
Public Private Member Chairman
1. Mr. Suresh Bhageria Promoter 6 Yes --- 2 --- ---
Executive
2. Mr. Vinod Bhageria Promoter 5 Yes --- 2 --- ---
Managing
Director
3. Mr. Vikas S. Bhageria Promoter 5 Yes --- 6 --- ---
Executive
4. Mrs. Chandraprabha S. Promoter 6 Yes --- 1 --- ---
Bhageria Executive
5. Mr. P. S. Dalvi Independent 5 Yes --- --- --- ---
Non-Executive
6. Mr. Surendra Gupta Independent 6 Yes 1 --- --- 3
Non-Executive
7. Mr. Sandeep Kumar Singh Independent 5 Yes 2 --- 5 ---
Non-Executive
8. Mr. Shashikant Tulsian Independent 5 Yes --- 7 --- ---
9. Mr. O. P. Bubna Independent 6 Yes --- --- --- ---
Non-Executive
10. Dr. Shyam Agarwal Independent 5 Yes --- 1 --- ---
Non-Executive
37
Relationships between Directors inter-se
Mr. Suresh Bhageria is related to Mrs. Chandraprabha Bhageria as spouse & father of Mr. Vikas Bhageria and brother
of Mr. Vinod Bhageria, with such inter-se relation between them. None of the other Directors except as aforementioned
are related to each other.
Shareholding of Non-Executive Independent Directors
None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name except Mr. O.
P. Bubna who is holding 12,000 Equity Shares.
Number of Board Meetings
The Board meets at regular intervals to discuss and decide on various issues, including strategy related matters
pertaining to the business of the Company. The tentative calendar of Board Meetings is circulated to the Directors in
advance to facilitate them and to ensure their active participation at the Meetings of the Company. Apart from this, the
approval of the Board is obtained through Circulation of Resolution to all the Directors in case some urgent/special
situation arises. Such Circular Resolution is also confirmed at the next Board Meeting.
Agenda papers containing all necessary information / documents are made available to the Board in advance to enable
the Board to take informed decisions and to discharge its functions effectively. Where it is not practicable to attach the
relevant information as a part of agenda papers, the same are tabled at the Meeting of the Board.
During the year 2016-17, the Board met 6 (Six) times. Details of these Meetings are as follows:-
Sr. No. Date of Board Meeting

1. 06/05/2016
2. 13/08/2016
3. 21/10/2016
4. 14/11/2016
5. 20/12/2016
6. 11/02/2017
The Company has held at least one Board meeting in every three months. The maximum gap between any two
meetings was less than 120 days, as stipulated in Regulation 17 (2) of the Listing Regulations.
As mandated by Regulation 26 of Listing Regulations,none of the Directors are members of more than 10 Board level
committees, nor are they Chairpersons of more than 5 committees in which they are members of such committees.
Information placed before Board of Directors
The Board has complete access to all information with the Company.
All Board meetings are governed by a structured agenda which is backed by comprehensive background information.
Inter-alia, the following information is regularly provided to the Board, as part of the agenda papers well in advance of
the Board meetings, or is tabled in the course of the Board meeting.
• Annual operating plans and budgets and any updates.
• Capital budgets and any updates.
• Quarterly results for the company and its operating divisions or business segments.
• Minutes of meetings of audit committee and other committees of the Board.
• The information on recruitment and remuneration of senior officers just below the board level, including
appointment or removal of Chief Financial Officer and the Company Secretary.
• Show cause, demand, prosecution notices and penalty notices which are materially important.
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by
the company.
38
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement
or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding
another enterprise that can have negative implications on the Company.
• Details of any joint venture or collaboration agreement.
• Any transactions that involves substantial payment towards goodwill, brand equity, or intellectual property.
• Significant labour problems and their proposed solutions. Any significant development in Human Resources/
Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
• Sale of material nature, of investments, assets, which is not in normal course of business.
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse
exchange rate movement, if material.
• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-
payment of dividend, delay in share transfer etc.
The Board has an effective post meeting follow up procedure. The Action taken report on the decisions taken in a
meeting is placed at the immediately succeeding meeting for information of the Board.
The Board has established procedures to enable the Board to periodically review compliance reports of all laws
applicable to the Company, prepared by the Company, as well as steps taken by the Company to rectify instances of
non-compliance.
The performance evaluation of the Independent Directors has been carried out by the entire Board of Directors to its
satisfaction. In the above evaluation process the Directors, who were subjected to evaluation did not participate.
Obligations of Independent Directors:
As mandated by Regulation 25 of the Listing Regulations, the Independent Directors on the Company’s Board held a
meeting on February 10, 2017, without the presence of Non-Independent Directors and Members of the management
to:
(a) review the performance of non-independent directors and the board of directors as a whole;
(b) review the performance of the chairperson of the listed entity, taking into account the views of executive directors
and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity
and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their
duties.
Accordingly, the performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the
Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
Familiarisation Programme for Independent Directors:
The Company has framed a policy for familiarization programme for Independent Director and the same is disclosed on
the website of the Company i.e. www.bhageriagroup.com.
Committees of Board:
To focus effectively on the issues and ensure expedient resolution of the diverse matters, the Board has constituted
a set of Committees of Independent Directors with specific terms of reference / scope. The committee operates as
empowered agents of the Board. The inputs and details required for the decision is provided by the operating managers.
The Minutes of the Meeting of all Committees of the Board are placed before the Board for discussions / noting.
Details of the Committees of the Board and other related information are as follows:
3. AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of three Directors. The broad terms of
reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the Listing Regulations. All the members have financial and accounting knowledge.
39
The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the
Company. The Committee focuses its attention on monitoring the financial reporting system within the Company,
considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of
Directors before its adoption by the Board, review of the internal audit report & internal control system, audit methodology
and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews
the legal compliance reporting system.
Representative of the statutory auditors is always invited to attend these meetings.
The terms of reference of the Audit Committee are as under:
• Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• 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 opinions in the draft audit report
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• 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;
• Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
• Approval or any subsequent modification of transactions of the company with related parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
• Reviewing the adequacy of internal audit functions;
• Discussion with internal auditors of any significant findings and follow up there on;
• 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;
• 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;
40
• 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;
• To review the functioning of the Whistle Blower mechanism;
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience and background, etc. of the
candidate;
• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management,
if any;
• Management letters / letters of internal control weaknesses issued by the statutory auditors, if any;
• Internal audit reports relating to internal control weaknesses, if any;
• Statement of deviations, if any; in terms of Regulation 32(1) & 32(7) of the Listing Regulations.
Head of the Finance and Accounts Department, representative of the Statutory Auditors and other executives as are
considered necessary, attend meetings of the Audit Committee.
The Committee met 5 times during the year on 06/05/2016, 13/08/2016, 21/10/2016, 14/11/2016 and 11/02/2017.
Attendance record at the meetings of the Audit Committee of Directors during Financial Year 2016–2017:
The names of members of committee and their attendance are as follows:
Name of the Members Status No. of Meetings Attended

Mr. O. P. Bubna Chairperson 5
Mr. P. S. Dalvi Member 5
Dr. Shyam Agarwal Member 5
The Chairperson of the Committee was present at the Annual General Meeting held on 13th August, 2016 to attend the
shareholder’s queries.
4. NOMINATION AND REMUNERATION COMMITTEE:
The Company is having “Nomination and Remuneration Committee” constituted in accordance with Section 178 of
Companies Act, 2013 and Regulation 19 of the Listing Regulations. The Committee comprises of Mr. O. P. Bubna,
Independent Director as Chairperson, Dr. Shyam Agarwal and Mr. P.S. Dalvi as Members. All matters relating to review
and approval of compensation payable to the executive and non-executive directors are considered by the Nomination
and Remuneration Committee and necessary recommendations are made by the Committee to the Board for the
approval within the overall limits approved by the Members and as per Schedule V to the Companies Act, 2013.
The Committee met 3 times during the year on 06/05/2016, 21/10/2016 and 11/02/2017, where all the members of the
Committee were present.
Terms of Reference of the Nomination & Remuneration Committee, inter-alia are as follows:
 Formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and
other employees.
 Formulation of criteria for evaluation of Independent Directors and the Board.
 Devising a policy on the Board diversity.
 Identify 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 their appointment and removal. Removal
should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.
41
 Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Company’s
Executive Directors on an annual basis or as may be permissible by laws applicable.
 To decide 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.
 Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/Committee thereof,
and, any other benefits such as Commission, if any, payable to the Non- Executive Directors.
 Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.
Policy Relating To Remuneration of Directors, KMP & Senior Management Personnel:
* To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and other employees of the quality required to run the Company successfully.
* No director/KMP/ other employee is involved in deciding his or her own remuneration.
* The trend prevalent in the similar industry, nature and size of business is kept in view and given due weightage to
arrive at a competitive quantum of remuneration.
* It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance
benchmarks which are unambiguously laid down and communicated.
* Improved performance should be rewarded by increase in remuneration and suitable authority for value addition
in future.
* Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting
short and long term performance objectives appropriate to the Company’s working and goals.
* Following criteria are also to be considered:-
• Responsibilities and duties ;
• Time & efforts devoted;
• Value addition;
• Profitability of the Company & growth of its business;
• Analyzing each and every position and skills for fixing the remuneration yardstick ;
• Standards for certain functions where there is a scarcity of qualified resources;
• Ensuring tax efficient remuneration structures;
• Ensuring that remuneration structure is simple and that the Cost to the Company (CTC) is not shown
inflated and the effective take home remuneration is not low;
• Other criteria as may be applicable.
* Consistent application of remuneration parameters across the organisation.
* Provisions of law with regard making payment of remuneration, as may be applicable, are complied.
* Whenever, there is any deviation from the Policy, the justification /reasons should also be indicated / disclosed
adequately.
5. REMUNERATION OF DIRECTORS:
The Company pays remuneration to its Chairperson, Whole-time Director, Managing Director & Jt. Managing Director
by way of Salary, perquisites and allowances. Salary is paid within the range as approved by the Shareholders and as
per Schedule V to the Companies Act, 2013. The Board approves all the revisions in salary, perquisites and allowances
subject to the overall ceiling prescribed by Section 197 and 198 of the Companies Act, 2013. The Non-Executive
Independent Directors have not been paid any remuneration except sitting fees during the financial year 2016-17.
42
Given below are the details of remuneration paid to Directors during the financial year 2016-17:
(` In Lakhs)
Director Sitting Fees Salary & Allowances Perquisites

Mr. Suresh Bhageria - 194.25 -
Mr. Vinod Bhageria - 10.53 -
Mr. Vikas Bhageria - 194.74 -
Mr. O. P. Bubna 1.11 - -
Dr. Shyam Agarwal 0.86 - -
Mr. P. S. Dalvi 0.86 - -
Mr. S. S. Gupta 1.11 - -
Mr. Sandeep Singh 0.86 - -
Mrs. Chandraprabha Bhageria 0.11 6.00 -
Mr. S.P. Tulsian 0.86 - -
The Company does not have any stock option plans and hence such instrument does not form part of the remuneration
package payable to any Executive Director and / or Non-Executive Director.
During the period under review, none of the directors were paid any performance linked incentive.
The performance of Independent Directors was evaluated on the following criteria:
• Exercise of independent judgment in the best interest of Company;
• Ability to contribute to and monitor corporate governance practice;
• Adherence to the code of conduct for independent directors.
The Committee reviewed the performance of the Directors i.e. Non-Executive Independent, Executive Directors and
also the senior managerial personnel including Key Managerial Personnel during the year. The Director being evaluated
did not participate in the Evaluation process at the time of the respective evaluation process of the individual director.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company is having a ‘Stakeholders Relationship Committee’ in accordance with the provisions of section 178 of
the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The Committee shall specifically look into the
mechanism of redressal of grievances of shareholders & other security holders pertaining to transfer of shares, non-
receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.
The Stakeholders Relationship Committee of the Company comprises of three Independent Directors and Mr. Shrinath
Tiwari is the Company Secretary & Compliance Officer of the Company.
The Company has designated the e-mail ID info@bhageriagroup.com exclusively for the purpose of registering
complaint by investors electronically. This e-mail ID is displayed on the Company’s website i.e. www.bhageriagroup.
com
During the year 2016-17, the attendance of the Stakeholders Committee is given below:
Name of The Member Designation No of Meetings Attended

Mr. O. P. Bubna Chairperson 4
Dr. Shyam Agarwal Member 4
Mr. P.S. Dalvi Member 4
43
The following table shows the nature of complaints received from the shareholders during the year 2016-17.
Nature of complaints No. of complaints received /

resolved during the year 2016-17
Non receipt of Shares /Dividend/Bonus/Rights 10
Non receipt of Annual Report -
Total 10
There were no complaints pending as on 31st March, 2017.
RISK MANAGEMENT:
The Company is having a Risk Management Committee which has been entrusted with the responsibility to assist the
Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed,
quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b)
to establish a framework for the company’s risk management process and to ensure its implementation (c) to enable
compliance with appropriate regulations, wherever applicable, through the adoption of best practices (d) to assure
business growth with financial stability.
7. GENERAL BODY MEETINGS:
(a). Location and time, where last 3 AGM’s held:
The last three Annual General Meetings were held as under:
Financial Year Date Time Venue

31.03.2014 26.07.2014 11 A.M. Lalit Restaurant Hall, Goregaon [W], Mumbai – 400 062.
31.03.2015 01.08.2015 11 A.M ----- DO----
31.03.2016 13.08.2016 11 A.M. ----- DO----
(b). Whether any Special Resolution passed in previous 3 AGM’s:
Date of AGM Description of Special Resolution

26.07.2014 (i) Special Resolution under section 180(1)(c) for borrowing
(ii) Special Resolution under section 180(1)(a) for creation of security.
01.08.2015 (i) Special Resolution under section 196, 197, 203 for re-appointment of and payment of remu-
neration to Mr. Suresh Bhageria as Executive Chairperson of the Company.
(ii) Special Resolution under section 196, 197, 203 for re-appointment of and payment of re-
muneration to Mr. Vinod Bhageria as Managing Director of the Company.
(iii) Special Resolution under section 196, 197, 203 for re-appointment of and payment of
remuneration to Mr. Vikas Bhageria as Jt. Managing Director of the Company.
(iv) Special Resolution under section 180(1)(c) of the Companies Act, 2013, for borrowing
Cash Credit facilities.
(v) Special Resolution under section 180(1)(a) of the Companies Act, 2013 to create such
charges, mortgages and hypothecations.
13.08.2016 No Special Resolution was passed
(c). Whether any Special Resolution passed last year through Postal Ballot – details of voting pattern: Yes, 2 Special
Resolutions were passed through Postal Ballot.
Voting Pattern details of Postal Ballot
44
Item of Notice Particulars Votes in favour of Votes against the Invalid votes
of Business the resolution resolution
No. of %age No. of %age No. of %age
shares shares shares
Item No.1 of the E-voting 958365 100.00 105 0.01 -- --
Notice (As a Ordinary
Resolution) for Sub – Postal Ballot 20732 89.70 -- -- 100 0.48
division of Equity Shares.
Item No.2 of the Notice E-voting 958365 100.00 105 0.01 -- --
(As a Special Resolution)
Amendment to Clause V Postal Ballot 20732 89.70 -- -- 100 0.48
of the Memorandum of
Association
(d). Person who conducted the postal ballot exercise: Mr. Mahesh Soni, GMJ & Associates, Company Secretaries
(e). Whether any special resolution is proposed to be conducted through postal ballot: No
(f). Procedure for Postal Ballot: Not Applicable
8. MEANS OF COMMUNICATION:
a. Quarterly results: Results are submitted to Stock Exchanges electronically as provided by the respective
exchange & published in newspapers and uploaded on the Company’s website.
b. Newspapers wherein results normally prominent: Business Standard & Tarun Bharat.
c. Any website where displayed : www.bhageriagroup.com
d. Whether it also displays official news releases : No official release was made
e. The presentations made to institutional investors or to the analysts : No presentations were made during the
year
9. GENERAL SHAREHOLDERS INFORMATION:
a) Annual General Meeting - Date, Time and Venue
ANNUAL GENERAL MEETING : 28th Annual General Meeting.
DAY & DATE : Saturday, December 2, 2017
TIME : 11:30 a. m.
VENUE : Maher Banquet, Topiwala Centre Mall,
2nd Floor, Off S. V. Road, Near Rly. Stn.,
Goregaon (West), Mumbai 400 062.
b) Financial Year:
* Financial reporting for the quarter ended June 30, 2017: 2nd week of August, 2017.
* Financial reporting for the quarter ended Sept.30, 2017: 2nd week of November, 2017.
* Financial reporting for the quarter ended Dec. 31, 2017: 2nd week of February, 2018.
* Financial reporting for the Year ended March 31, 2018: Audited Results by end of May, 2018.
c) Dividend Payment Date:On or After December 7,2017
d) Listing On Stock Exchanges:
The Company’s Shares are listed on BSE Limited and NSE Limited. The annual listing fee for the year 2017-18
has been paid.
45
e) Stock Code:
BSE Limited
Scrip Name: BHAGERIA INDUSTRIES LIMITED
Scrip Code: 530803.
NSE Limited
Scrip Name: BHAGERIA
DEPOSITORY CONNECTIVITY: NSDL and CDSL.
ISIN NO. FOR THE COMPANY’S SECURITY: INE354C01027
f) Market price data : High, Low during each month in last financial year :
Company's Shares Closing

Month
High (`) Low (`) Closing (`) BSE Sensex
April, 2016 183.10 138.00 163.50 25606.62
May,2016 172.50 148.20 148.70 26667.96
June, 2016 219.10 141.00 213.20 26999.72
July, 2016 259.65 208.10 223.15 28051.86
August, 2016 361.65 217.35 336.50 28452.17
September, 2016 545.95 333.10 529.50 27865.96
October, 2016 711.35 343.00 431.80 27930.21
November, 2016 452.80 273.50 380.05 26652.81
December, 2016 399.05 324.75 344.75 26626.46
January, 2017 376.80 326.55 340.00 27655.96
February, 2017 406.60 312.00 318.30 28743.32
March, 2017 337.65 285.00 318.00 29620.50
g) Performance in comparison to broad-based indices such as BSE Sensex etc.
46
h) In case the securities are suspended from trading, the directors report shall explain the reason thereof; - Not
Applicable
i) Registrar and Share Transfer Agents:
SHAREX DYNAMIC [ INDIA ] PRIVATE LIMITED
[Unit: BHAGERIA INDUSTRIES LIMITED ]
Unit No.1, Luthra Ind. Premises, Andheri Kurla Road,
Safed Pool, Andheri (East), MUMBAI - 400 072.
Tel: 022 2851 5606 / 2851 5644
Email: sharexindia@vsnl.com
j) Share Transfer Systems :
Share Transfer Requests are received at the registered office of the Company as well as directly at RTAs office.
RTA does the verification and processing of documents. In order to comply with the requirements of SEBI (LODR)
Regulations, 2015 to effect transfer of shares within 15 days, the RTA has been authorised to process, approve
and effect transfer of shares on behalf of the Company at fortnightly intervals. The share certificates duly endorsed
for transfer are returned to shareholders within stipulated time of 30 days.
k) Distribution of Shareholding :
SHAREHOLDING PATTERN AS ON MARCH 31, 2017:
Category No. of shares held % of shareholding

Promoters 7979049 50.10
Mutual Funds & UTI 22002 0.14
Bank & FII 10995 0.07
Private Bodies Corporate 4194310 26.34
Indian Public 3223784 20.24
NRI/OCBs 317630 1.99
Others 177730 1.12
Total 15925500 100.00
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2017:
No. of Equity Shares No. of Shareholders No. of Shares held % of Equity Capital
held
Upto 500 8489 1097519 6.89
501-1000 575 438536 2.75
1001-5000 444 989172 6.21
5001-10000 62 450337 2.83
10001 & 100000 48 1500716 9.42
100001 & above 20 11449220 71.90
Total 9638 15925500 100.00
(l) Dematerialisation of Shares & Liquidity:
As on March 31, 2017, 1,53,66,273 Shares Representing 96.49% Of Total Equity Shares Were Held in
Dematerialized Form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in
dematerialised form in compliance with Regulation 31(2) of the Listing Regulations.
Liquidity :
Average Monthly Trading of the Company’s Shares on BSE and NSE
Particulars BSE NSE

Number of Trades 16,193 44,989
Number of Shares 5,96,911 15,94,034
47
m) Outstanding GDR’s /ADR’s / Warrants or any Convertible instruments, conversion date and likely impact on equity :
NOT APPLICABLE
n) Commodity price risk or foreign exchange risk and hedging activities –
Market driven
o) Plant Locations :
(i) Dyes & Dyes Intermediates - Plot No. 6310, IV Phase, GIDC Industrial Estate, Vapi, Gujarat - 396 195
(ii) Solar Power Plant –
1) 1.20 MWP Rooftop Solar Power Plant with Lucas TVS Limited situated at Padi, Chennai-600 050,
India.
2) 1 MWP Rooftop Solar Power Plant with Asahi India Glass Limited situated at Plot No.F-76 to
81,SIPCOT Industrial Part, Irungattukottai, Sriperumbudur, District – Kancheepuram, Tamil Nadu –
602 117.
3) 480 KWP Rooftop Solar Power Plant with TRIL Infopark Limited situated at Ramanujan IT City, Rajiv
Gandhi Salai (OMR), Taramani, Chennai – 600 113.
4) 100 KWP Rooftop Solar Power Plant with Dr. Hedgewar Hospital situated at Garkheda Parisar, Near
Gajanand Temple, Aurangabad – 431 005.
5) 30 MW Solar Power Plant at Ahmednagar, Maharashtra.
p) Address for Correspondence :
Office No. 1002, 10th Floor, Topiwala Centre, Off S. V. Road,
Goregaon [West], Mumbai – 400 062.
E-mail : info@bhageriagroup.com
Telephone No. 40436666
10. OTHER DISCLOSURES:
a) Disclosures on materially significant related party transactions that may have potential conflict with the interests
of listed entity at large;
None of the transactions with any of the related parties werein conflict with the interests of the Company.
b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s)
or the board or any statutory authority, on any matter related to capital markets, during the last three years;
None
c) Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been
denied access to the audit committee;
Pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company
has adopted a Vigil Mechanism/Whistle Blower Policy. The Company believes in professionalism, transparency,
integrity and ethical behaviour and had thus established a ‘Whistle Blower Policy’ to facilitate employees to report
concerns of any unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or
ethics policy. No person has been denied access to the Audit Committee.
d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements;
The Company has complied with all mandatory requirements of Listing Regulations and has implemented the
following non mandatory requirements:
i. The Board: Not Applicable since the Company has an Executive Chairperson
ii. Shareholders Rights: Presently the company is not sending half yearly communication.
iii. Modified opinion(s) in the Audit Report: It is always the company’s endeavour to present unqualified financial
statements. There are no audit modified opinions in the company’s financial statement for the year under
review.
48
iv. Separate posts of Chairperson and CEO : The Company is already having separate posts for Chairperson/
CEO and Managing Director / Jt. Managing Director
v. Reporting of Internal Auditor : The Internal Auditor is directly reporting to Audit Committee
e) web link where policy for determining ‘material’ subsidiaries is disclosed: Not Applicable
f) web link where policy on dealing with related party transactions; www.bhageriagroup.com
g) disclosure of commodity price risks and commodity hedging activities: Market driven
11. NON COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT OF SUB-PARAS
(2) TO (10) OF PARA C OF CORPORATE GOVERNANCE REPORT OF SCHEDULE V : ANNUAL REPORT
OF LISTING REGULATIONS :
NONE
12. DISCLOSURE TO THE EXTENT TO WHICH THE DISCRETIONARY REQUIREMENTS AS SPECIFIED IN
PART E OF SCHEDULE II HAVE BEEN ADOPTED:
As Per Details Given Under The Heading “Other Disclosures”, Sub point (d) – Non Mandatory Requirements.
13. DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED
IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF SUB-REGULATION (2) OF REGULATION 46 SHALL
BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE ANNUAL REPORT:
Company has complied with the Corporate Governance Requirements specified in Regulation 17 to 27 and in
accordance with Regulation 46(2) of Listing Regulations, required information has been hosted on the Company’s
website www.bhageriagroup.com
14. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm’s length basis and
were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 &
Regulation 23 of the Listing Regulations were not attracted. Further, there were no materially significant related
party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons
which may have potential conflict with interest of the company at large.
All related party transactions are placed before the Audit Committee and also before the Board for their approval
in accordance with the Policy on Related Party Transactions formulated by the Board of Directors of the Company
and has been posted on the website of the Company (www.bhageriagroup.com). Omnibus approval was obtained
from the Audit Committee for transactions which were of repetitive nature with monitoring and review on quarterly
basis.
15. CODE OF CONDUCT:
The Company has adopted a Code of Conduct for the Directors, Senior Management Personnel and Employees
of the Company. The members of the Board and Senior Management of the Company have submitted their
affirmation on compliance with the code for the effective period. The Declaration by the Chairperson to that effect
forms part of this Report.
16. DISCLOSURE OF EVENTS OR INFORMATION:
In accordance with Regulation 30(4)(ii) of Listing Regulations, the Company has framed a policy for determination
of materiality, based on criteria specified in Regulation 30(4)(i), duly approved by the Board of Directors, which
shall be disclosed on the Company’s website www.bhageriagroup.com.
Further, the Company has authorized KMP’s for the purpose of determining the materiality of an event or
information and for the purpose of making disclosures to stock exchange(s) under the said regulation and the
contact details of such personnel has been disclosed to the stock exchange(s) and as well is placed on the
Company’s website www.bhageriagroup.com.
The Company has framed an Archival Policy for the disclosures posted on the website of the Company under
Regulation 30 of the Listing Agreement which has been disclosed on the Company’s website.
49
17. MANAGEMENT DISCUSSIONS & ANALYSIS
Management Discussion and Analysis Report is given in a separate section forming part of the Directors’ Report
in this Annual Report.
18. STEPS FOR PREVENTION OF INSIDER TRADING
In compliance with the requirements of the Regulation 8 & Regulation 9 of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 read with SEBI Circular dated May 11, 2015; the Board of Directors has formulated
and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
and Code of Conduct to regulate, monitor and report trading by its employees and other connected persons, are
uploaded on the website of the Company www.bhageriagroup.com.
19. CEO CERTIFICATION:
As required under Regulation 17(8) of Listing Regulations, a Certificate duly signed by Mr. Suresh Bhageria,
Chairperson has been obtained. The Certificate is annexed to this Report.
20. AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE:
The Company has obtained a Certificate from Auditors of the Company regarding compliance with the provisions
relating to the corporate governance laid down in the Listing Regulations. This Certificate is annexed to the
Report.
21. DECLARATION:
All the members of the Board and senior Management Personnel of the Company have affirmed due observation
of the code of the conduct, framed pursuant to Regulation 26(3) of Listing Regulations with Stock Exchange is so
far as it is applicable to them and there is no non-compliance thereof during the year ended 31st March, 2017.

Topiwala Centre,
Off S. V. Road,
Goregaon [ West ],
Date : October 28, 2017. (DIN: 00540285)
CHAIRPERSON
50
CEO CERTIFICATION:
The Board of Directors

Bhageria Industries Limited,
Mumbai
Re: Financial Statements for the year 2016-17 – Certification by CEO
I, Suresh Bhageria, Chairperson of Bhageria Industries Ltd., hereby certify that:
(A) We have reviewed Financial Statements and the Cash Flow Statement for the year ended March 31,2017 and
that to the best of our knowledge and belief:
(1) These statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading.
(2) These statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year,
which are fraudulent, illegal or violating the Company’s code of conduct.
(C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and
we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal
controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
(D) We have indicated to the Auditors and the Audit Committee that:
(1) There have been no significant changes in internal control over financial reporting during the year;
(2) There have been no significant changes in accounting policies during the year; and
(3) There have been no instances of significant fraud of which we have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the Company’s internal control
system over financial reporting.
Suresh Bhageria
Chairperson
Place: Mumbai
Date: October 28, 2017.
51
AUDITORS’ CERTIFICATE
To
The Members,
BHAGERIA INDUSTRIES LIMITED,
We have examined the compliance of conditions of Corporate Governance by BHAGERIA INDUSTRIES LIMITED, for
the year ended on March 31, 2017, as stipulated in SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 of the said Company with Stock Exchange.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For SARDA & PAREEK

Chartered Accountants
FRN 109262W
Gaurav Sarda
Partner
M. No. 110208
Place: Mumbai
Date:October 28, 2017.
52
MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS OVERVIEW:
The main business of the Company is manufacturing and sale of Chemicals, Dyes, Dyes Intermediates required for
Dye manufacturers and merchant export of related items. The Company is also engaged in generation of Solar Power.
INDUSTRY STRUCTURE & DEVELOPMENTS, OPPORTUNITIES & THREATS, RISKS & CONCERNS AND
OUTLOOK:
As has been witnessed over the last decade and a half, there has been a consistent shift in the manufacturing base
of Dyes and Dye-intermediates from the western countries to the Asian countries, with the market for these products
having witnessed accelerated demand in this part of the globe. China being the leader, enjoying over 60% of the Global
market share, followed by India, which of course currently has a much smaller share of the Pie.
However, over the last 2 to 3 years, it is witnessed that quite a few large units in China have been facing closures
and shutdowns off and on. This has mainly been attributed to the acute pollution and environmental problems faced
by these units augmented by the government’s critical thrust on pollution control and cleaner environment. As such
because of the extra-large individual capacities of these units in general, these shutdowns have resulted in marked
price volatility, of which all of us are aware.
Incidentally because of a much similar situation the Indian Dyes and Dye-intermediates Industry, which had a major and
sizeable presence of small scale units, witnessed a large number of small scale units closing down and the industry
undergoing a consolidation, resulting in dominance by units in the organised sector based on economies of scale
having better management and a thrust on cleaner environment and better pollution control facilities. The Indian Dyes
& Intermediates Industry has thus been witnessing an unprecedented rise in demand for its products, consistently
increasing due to the aforesaid factors within and outside the country.
SEGMENT – WISE PERFORMANCE:

The Company has achieved revenue from operations of ` 34,438.20 Lakhs and Profit before Tax of ` 6,496.92 Lakhs
during the Financial Year 2016-17.
The segment wise performance of the Company is as under:
(` in Lakhs)
Particulars 2017 2016
Solar Power 239 132
Chemicals 34,199 23,713
Total 34,438 23,845
During the year under review, sales of the Company increase by about 44% resulting in net profit of ` 4,353 Lakhs
during the Current Financial Year.
Company is committed to be an effective low cost source of supply, while maintaining the required quality of the product.
Over a period of time, we have identified new opportunities and developed our product line with our own indigenous
technology, such that we can customize our offer to meet the unique needs of our customers.
Chemicals are an indispensable part of human life and we hope that our commitment will continue to drive the Company,
as we move forward.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity
and independence, the Internal Audit function reports to the Chairperson of the Audit Committee of the Board & to the
Chairperson and Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies of the Company.
53
Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
FINANCIAL PERFORMANCE:
The highlights of the financial performance of the Company for the year under review are as under:
Highlights (` in Lakhs)
Particulars 2016-17 2015-16

Net Revenue from Operations 34,438.20 23,845.02
Profit before Depreciation, Financial Cost and Tax 6,949.06 2,844.02
Depreciation 327.82 339.44
Finance Cost 124.32 129.97
Taxation (Net) 2,144.31 842.01
Net Profit After Tax 4,352.60 1,532.59
Earnings Per Shares (in `) 27.33 9.62
Cash Earning Per Share (in `) 29.39 11.75
Your Company is paying dividend continuously since 1993-94.
HUMAN RESOURCES:
BIL recognizes the importance of the quality and competence of its workforce towards sustained growth of the
Company. The management allocates sufficient attention in training the workforce to ensure that they are well equipped
to take up challenging projects, and ensure their timely delivery by sticking to target schedules. The Company offers
a host of measures like incentives to the employees directly involved in timely completion of such projects. Employee
development activities such as workshops, presentations etc. had been organized during the year for continual capacity
building and capability enhancement of employees.
The Company has, under its employment 36 officers and workmen.
The Company:
 Delegates power to employees to implement the Company’s policy on health, safety, environment and loss
control.
 Encourages associates to participate in the framing personnel policies and motivates them to give same level of
commitment for continuous improvement performance.
 Has in place an attractive policy of performance-linked incentive to encourage and reward employee performance.
 Ensures compliance with the policy through a process of training and competence, review and audit.
During the year, the Company did not experience any strikes or lockouts.
CAUTIONARY STATEMENT:
Statement in the Management Discussion and Analysis describing the Company’s objectives, expectations, estimates
or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results
may differ materially from those expressed in the statement. Important factors that could influence the Company’s
operations include global and domestic supply and demand conditions affecting selling prices of finished goods, input
availability and prices, changes in Government regulations, tax laws, economic developments within the country and
other incidental factors. The Company assumes no responsibility to publicly amend, modify or revise any forward-
looking statements, on the basis, of any subsequent developments, events or information.
Topiwala Centre,
Off S. V. Road,
Goregaon [ West ],
Date : October 28, 2017. (DIN: 00540285)
CHAIRPERSON
54
INDEPENDENT AUDITORS’ REPORT
To the Members of BHAGERIA INDUSTRIES LIMITED
Report on the Audit of the Financial Statements
We have audited the financial statements of BHAGERIA INDUSTRIES LIMITED (“the Company”), which comprise the
Balance Sheet as at 31st March 2017, and the Statement of Profit and Loss and Statement of Cash Flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial
position, financial performance, and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the accounting Standards specified under section 133 of the Act.This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included
in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.
Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that
give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls
system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the
Company’s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017,
and profit/loss, and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1.) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are
in agreement with the books of account.
55
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st March, 2017 taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a
director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements in Note No. 26.
ii. The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and
Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as
dealing in specified bank notes during the period from 8th November, 2016 to 30th December, 2016 .Based
on audit procedures and relying on the management representation we report that the disclosures are in
accordance with books of account maintained by the Company and as produced to us by the Management.
2) As required by the Companies (Auditor’s Report) Order 2016 (“the Order”) issued by the Central Government in
terms of Section 143(11) Act, we give in “Annexure B”, a statement on the matters specified in paragraph 3 & 4
of the order, to the extent applicable.
For Sarda & Pareek
FRN- 109262W
GauravSarda
(Partner)
Membership No- 110208
Place: Mumbai
Date: May 09, 2017
“ANNEXURE A” TO THE AUDITOR’S REPORT
Annexure referred to in Para 1(f) of our report of even date on financial statements for the year ended 31st March 2017
of BHAGERIA INDUSTRIES LIMITED.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of BHAGERIA INDUSTRIES LIMITED (“the
Company”) as of 31st March, 2017 in conjunction with our audit of the financial statements of the Company for the year
ended as on March 31, 2017.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by
the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively 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, as required under the Companies Act, 2013.
56
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting
includes those policies and procedures that:-
1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the
company; and
3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods
are subject to the risk that the internal financial control over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017,
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India.
For Sarda & Pareek
FRN- 109262W
GauravSarda
(Partner)
Place: Mumbai
Date: May 09, 2017
57
“ANNEXURE B” TO THE AUDITOR’S REPORT
Annexure referred to in Para 2 of our Report of even date on the financial statements for the year ended 31st March
2017 of BHAGERIA INDUSTRIES LIMITED.
Report as per Sub-section 11 of Section 143 of the Companies Act, 2013 (“the Act”).
Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements
of the Company and taking into consideration the information and explanations given to us and the books and other
records examined by us in the normal course of our audit, in our opinion and to the best of our knowledge we report that:
I. In respect to Fixed Assets :-
(a) The Company has maintained proper record showing full particulars including quantitative details and
situation of its fixed assets.
(b) Fixed asset was physically verified during the year by the management, which in our opinion is considered
reasonable. No material discrepancies were noticed on such verification.
(c) The title deeds of immovable properties are held in the name of the company.
II. In Respect of inventory :-
(a) The inventories have been physically verified during the year by the management. The procedures of
physical verification of inventories followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
(b) During such verification, no material discrepancies where noticed.
III. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in
the register maintained under sec 189 of the Act. Therefore, the provision of Clause (III) and its sub-clauses of the
order are not applicable to the company.
IV The company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of
loans. There is no loan given, investments made, guarantees given, or security provided by the Company to any
entity covered under the provision of Section 185 and 186 of the Companies Act, 2013. Therefore, the provision
of Clause (IV) of the order is not applicable to the company.
V. The Company has not accepted any public deposit for the year ended 31st March, 2017, therefore, Clause (v) of
the order is not applicable to the company.
VI. The Company has not been prescribed by the Central Government under section 148(1) of the Companies Act,
2013 to maintain cost records & such accounts and records have been made & maintained.
VII. (a) The Company has been generally regular in depositing undisputed statutory dues including Provident Fund,
Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service
Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, VAT and other material statutory dues with appropriate
authorities. The company did not have any undisputed amount payable in this respect at 31st, March 2017
for a period of more than six months from the date they become payable.
(b) On the basis of examination of books of account, there is no dues of income tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and Cess, which is disputed and not deposited. The particulars of Dues of Sales
tax as on 31st March, 2017 which has not been deposited on account of a dispute, are given below:-
58
Statute Nature of Dues Forum where Dispute is Period Amount Involved

pending to which (` In Lakhs)
amount 31/03/17 31/03/16
relates
The Maharashtra Value Added Tax Deputy Commissioner of 2006-07 1.48 1.48
Value Added Dales Tax (Appeals)
Tax,2002
Tax,2002
Tax,2002
The Gujarat Sales-Tax Gujarat Value Added Tax 2008-09 8.81 8.81
Value Added Tax Tribunal, Ahmedabad
Act,2006
Total 14.06 14.06
VIII. The Company has not defaulted in repayment of dues to any financial institution or bank as at the balance
sheet date.
IX. The company has not raised money by way of initial public offer or term loans and hence reporting under
clause (IX) of the order is not applicable.
X. As explained to us, no fraud on or by the Company has been noticed or reported during the period covered
by our audit.
XI. The managerial remuneration has been paid in accordance with the provision of the section 197 read with
the Schedule V to the Companies Act
XII. The company is not a Nidhi Company therefore; Clause (XII) of the order is not applicable to the company.
XIII According to the information and explanations given to us, all transactions with the related parties are in
compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been
disclosed in the Financial Statements etc., as required by the applicable accounting standards
XIV The Company has not made any preferential allotment or private placement of shares or debentures during
the year therefore, Clause (XIV) of the order is not applicable to the company.
XV According to the information and explanations given to us, the company has not entered into any non-
cash transactions with directors or persons connected with him therefore, Clause (XV) of the order is not
applicable to the company.
XVI The company is not required to be registered under section 45-lA of the Reserve Bank of India Act, 1934
therefore, Clause (XVI) of the order is not applicable to the Company.
For Sarda & Pareek
FRN- 109262W
GauravSarda
(Partner)
Place: Mumbai
Date: May 09, 2017
59
Balance Sheet as at 31st March, 2017
(` in Lakhs)
As at As at
Particulars Note No.
31st March, 2017 31st March, 2016
A EQUITY AND LIABILITIES
1 Shareholders Funds
(a) Share Capital 3 796.28 796.28
(b) Reserves and Surplus 4 10,342.16 6,954.61
11,138.44 7,750.89
2 Non-Current Liabilities
(a) Long Term Borrowings 5 472.83 588.21
(b) Long - Term Provisions 6 1.77 -
(c) Deferred Tax Liabilities 7 2,529.01 430.03
3,003.61 1,018.24
3 Current Liabilities
(a) Short-Term Borrowings 8 13,958.22 808.03
(b) Trade Payables
Total outstanding dues of micro enterprises
9 - -
and small enterprises
Total outstanding dues of creditors other than
3,173.47 3,240.31
micro enterprises and small enterprises
(c) Other Current Liabilities 10 4,473.77 658.21
(d) Short-Term Provisions 11 962.82 472.54
22,568.28 5,179.09
TOTAL 36,710.32 13,948.22
B ASSETS
1. Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets 12 14,428.15 2,275.53
(ii) Capital Work-in-Progress 1,816.02 383.79
16,244.17 2,659.31
(b) Long-Term Loans and Advances 13 33.80 29.96
16,277.96 2,689.27
2. Current Assets
(a) Current Investments 14 2,637.65 3,336.00
(b) Inventories 15 2,217.35 1,856.21
(c) Trade Receivables 16 5,032.96 4,490.57
(d) Cash and Bank Balances 17 8,701.82 875.92
(e) Short-Term Loans and Advances 18 1,822.90 626.88
(f) Other Current Assets 19 19.68 73.37
20,432.35 11,258.95
TOTAL 36,710.32 13,948.22
Summary of Significant Accounting Policies 2

The accompanying notes form an integral part of the Financial Statements.
This is the Balance Sheet referred to in our report of the even date.
For SARDA & PAREEK For and on behalf of the Board of Directors
FRN 109262 W
Suresh Bhageria Vinod Bhageria
Gaurav Sarda Chairperson Managing Director
Partner
Membership No. 110208 Shri Nath Tiwari Rakesh Kachhadiya
Company Secretary Chief Financial Officer
Place : Mumbai Place : Mumbai
Date : 09th May, 2017 Date : 09th May, 2017
60
Statement of Profit and Loss for the year ended 31st March, 2017
(` in Lakhs)
For the year ended For the year ended
Particulars Note No.
31st March, 2017 31st March, 2016
1 Revenue from Operations (Gross) 37,022.60 25,592.45
Less: Excise Duty 2,584.40 1,747.43
Revenue from Operations (Net) 20 34,438.20 23,845.02
2 Other Income 21 836.90 193.99
3 Total revenue (1+2) 35,275.09 24,039.01
4 Expenses
(a) Cost of Materials Consumed 22(a) 17,142.81 11,418.21
(b) Purchases of Stock-in-Trade 22(b) 3,923.01 1,116.62
(c) Changes in inventories of finished goods,
22(c) (381.15) 2,082.68
work-in-progress and stock-in-trade
(d) Employee Benefits Expense 23 617.30 389.89
(e) Finance Costs 24 124.32 129.97
(f) Depreciation and Amortisation Expense 12 327.82 339.44
(g) Other Expenses 25 7,024.07 6,187.60
Total expenses 28,778.17 21,664.40
5 Profit / (Loss) Before Tax (3-4) 6,496.92 2,374.61
6 Tax Expense:
(a) Current Tax Expense 1,392.83 630.00
Less : - MAT Credit Entilement (1,347.50) -
(b) Deferred Tax 2,098.98 210.65
(c) Excess/Short Provision for Taxation - 1.37
2,144.31 842.01
7 Profit / (Loss) for the year (5-6) 4,352.60 1,532.59
8 Earnings per share (of ` 5/- each):

(a) Basic 27.33 9.62
(b) Diluted 27.33 9.62
Summary of Significant Accounting Policies 2
The accompanying notes form an integral part of the Financial Statements
This is the Statement of Profit and Loss referred to in our report of the even date.
FRN 109262 W
Partner
61
Cash Flow Statement for the year ended on 31st March, 2017
(` in Lakhs)
Particulars For the year ended 31.03.2017 For the year ended 31.03.2016
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit Before Tax and Extraordinary Items 6,496.92 2374.61
Adjustments for
Depreciation 327.82 339.44
Net Loss/(Profit) in sale of Fixed Assets (1.08) 11.82
Profit on Sale of Current Investment (590.58) (221.15)
Dividend Recd on Current Investment (7.73) (14.48)
Net (gain)/Loss on Foreign Currency Translation (14.45) 16.23
Interest Received (187.48) (79.47)
Interest Paid 124.32 (349.18) 129.97 182.35
Operating Profit before Working Capital Changes 6,147.74 2556.96
Changes in Working Capital
(Increase)/Decrease in Inventories (361.13) 678.82
(Increase)/Decrease in Trade Receivable (542.39) (87.29)
(Increase)/Decrease in Loans & Advances 147.64 (22.80)
(Increase)/Decrease in Other Current Assets 53.69 (21.85)
Increase/(Decrease) in Trade Payable (66.83) 873.30
Increase/(Decrease) in Provision 2.44 0.47
Increase/(Decrease) in Other Current Laib. 128.11 (638.47) (71.05) 1349.60
CASH GENERATED FROM OPERATION ACTIVITY 5,509.27 3906.56
Direct Taxes Paid (net of Refunds) (1,389.19) (690.84)
CASH INFLOW FROM OPERATING ACTIVITIES 4,120.08 3215.72
B CASH FLOW FROM INVESTMENT ACTIVITIES

Purchase of Fixed Assets (8,816.71) (848.69)
Payment for Capital Work in Process (1,432.23) (383.79)
Sale of Fixed Assets 2.25 8.94
Interest Received 187.48 79.47
(Purchase)/ Sales of investment (Net) 1,288.93 (981.59)
(Investment in)/ Realisation of Fixed Deposits and Margin Money (6,940.46) (601.45)
Dividend Income 7.73 (15,703.02) 14.48 (2712.62)
NET CASH OUTFLOW FROM INVESTMENT ACTIVITIES (15703.02) (2712.62)
C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from/to Bank (Working Capital, Buyers Credit)) 13,150.18 (437.87)
Repayment to Bank (Term Loan) (100.94) (25.72)
Dividend paid (incl. Corporate Tax on dividend) (479.10) (479.20)
Interest Paid (101.77) 12,468.37 (129.97) (1072.76)
NET CASH (OUTFLOW)/INFLOW FROM FINANCING ACTIVITIES 12,468.37 (1072.76)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 885.43 (569.66)
Cash and cash Equivalents at the Commencement of the year 274.47 844.13
3. Cash and cash Equivalents at the Closure of the year 1,159.90 274.47
Notes:
1. Cash and cash Equivalents at the end of the year consists of Cash in hand and Balance with banks.
2. Previous year’s figures have been regrouped, rearranged wherever necessary in order to confirm to current year’s figures.
3. The Cash Flow Statement has been prepared under the “Indirect method” as set out in Accounting Standard - 3 on Cash Flow Statements as specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
This is the Cash Flow Statement referred to in our report of the even date.
FRN 109262 W
Partner
62
Notes forming part of the financial statements
Note Particulars
1 Corporate information
The Company was incorporated on 12th July 1989, as a Private Limited company under the provisions of the
Companies Act 1956, with limited liability and has been granted Registration under number 11-52574 of 1989
from Registrar of Companies, Maharashtra. Company was converted into a Public Limited Company w.e.f
14th Septemeber, 1993, and a Fresh Certificate of Incorporation consequent on Change of Name was issued by
Registrar of Companies, Maharashtra. The Name of the Company has been changed from Bhageria Dye Chem
Limited to Bhageria Industries Limited w.e.f. 19th August, 2015 and a Fresh Certificate of Incorporation consequent
on Change of Name was issued by Registrar of Companies, Maharashtra. The business activities carried on by the
Company is manufacturing and sale of chemicals and Dyes, Dyes intermediates required for Dye Manufacturer and
merchant exports of related items. The Company also engaged into generation and distribution of solar power.
2 Significant Accounting Polices
2.1 Basis of accounting and preparation of financial statements
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) and applicable Accounting Standards as per Section 133 of the Companies Act,
2013 ("the Act") read with Rule 7 of Companies (Accounts) Rules 2014. The financial statements have been
prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of
the financial statements are consistent with those followed in the previous year.
2.2 Use of Estimates
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make
estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent
liabilities) and the reported income and expenses during the year. The Management believes that the estimates
used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these
estimates and the differences between the actual results and the estimates are recognised in the periods in which
the results are known / materialise.
2.3 Inventories
Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net realisable value after
providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing
the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-
progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.
2.4 Depreciation and Amortisation
Depreciation has been provided on the written down method as per useful life prescribed in schedule II of Companies
Act 2013. and Depreciation on assets added/disposed off during the year has been provided on prorata basis with
reference to the month of addition/disposal.
2.5 Revenue Recognition
Sale of goods
Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to
the buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude
sales tax and value added tax.
Export incentive/benefits are accounted on accrual basis. Customs duty benefits in the form of Advance License
entitlements on the export of goods are recognized and added to the cost of import Interest income is accounted on
accrual basis.
Revenue (income) is recognised when no significant uncertainty as to its determination or realization exists.
Dividend Income is recognised when the right to receive dividend is established.
2.6 Fixed Assets
Fixed assets, except assets held for sale are carried at cost less accumulated depreciation and impairment losses, if
any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to
the date the asset is ready for its intended use and other incidental expenses incurred up to that date.
Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realisable
value and are disclosed separately in the Balance Sheet.
Capital work-in-progress:
Projects under which assets are not ready for their intended use and other capital work-in-progress are carried at
cost, comprising direct cost, related incidental expenses and attributable interest.
63
2.7 Foreign currency transactions and translations
Initial Recognition
Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on
the date of the transaction.
Measurement of foreign currency monetary items at the Balance Sheet date
Foreign currency monetary items (other than derivative contracts) of the Company outstanding at the Balance Sheet
date are restated at the year-end rates.
2.8 Investment
a) Long-term investments including investment are stated at cost. Provision for diminution in value of long-term
investments if any is made, if such diminution is other than of temporary nature.
b) Current Investment are carried at lower of cost or market value.
2.9 Employee Benefits
Employee benefits include provident fund and gratuity fund.
Defined contribution plans
The Company's contribution to provident fund are considered as defined contribution plans and are charged as an
expense as they fall due based on the amount of contribution required to be made.
Defined benefit plans
For defined benefit plans in the form of gratuity fund is determined using the Projected Unit Credit method, with
actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the
Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the
extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period
until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the
present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair
value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value
of available refunds and reductions in future contributions to the schemes.
Short-term employee benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services
rendered by employees are recognised during the year when the employees render the service. These benefits
include performance incentive and leave compensation which are expected to occur within twelve months after the
end of the period in which the employee renders the related service.
2.10 Borrowing Costs
Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from
foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in
connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are
charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for
qualifying assets, pertaining to the period from commencement of activities relating to construction / development of
the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of
borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active
development activity on the qualifying assets is interrupted.
2.11 Leases
1) Operating Leases:
a) Where the company is lessee Leases where significant portion of risk and reward of ownership are retained
by the lesser are classified as operating leases and lease rental thereon are charged to statement of profit
and loss.
b) Where the company is the lessor Leases in which the company does not transfer substantially all the
risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating
lease are included in fixed assets (Facility Land). Lease income on an operating lease is recognized in the
statement of profit and loss over the lease term.
2) Finance Lease:
Finance Lease or similar arrangements, which effectively transfer to the company substantially all the risks
and benefits incidental to ownership of the leased items, are capitalized and disclosed under Tangible Assets.
Finance Expenses to the extent of Borrowing cost are capitalized and remaining are charged to statement of
profit and loss account.
64
2.12 Taxes on Income
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the
provisions of the Income Tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form
of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company
will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that
future economic benefit associated with it will flow to the Company.
Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting
income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is
measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred
tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation
and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable
income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only
to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these
can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the
same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are
reviewed at each Balance Sheet date for their realisability.
2.13 Impairment of Assets
The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any
indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised,
if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of
the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their
present value based on an appropriate discount factor. When there is indication that an impairment loss recognised
for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss
is recognised in the Statement of Profit and Loss, except in case of revalued assets.
2.14 Provisions and Contingencies
A provision is recognised when the Company has a present obligation as a result of past events and it is probable that
an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.
Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the
best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet
date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.
2.15 Financial Derivatives and Commodity Hedging Transactions
In respect of derivative contracts, premium paid, gains/losses on settlement and losses on restatement are recognised
in the statement of Profit and Loss except in case where they relate to the acquisition or construction of fixed assets,
in which case, they are adjusted to the carrying cost of such assets.
65
Note 3 Share capital (` in Lakhs)
As at 31st March, 2017 As at 31st March, 2016
Particulars Number of Number of
Amount Amount
shares shares
(a) Authorised #
Equity shares of ` 5/- each with voting rights
16,000,000 800.00 8,000,000 800.00
(p.y. equity shares of ` 10/-each)
(b) Issued #
15,925,500 796.28 7,962,750 796.28
(c) Subscribed and fully paid up #
15,925,500 796.28 7,962,750 796.28
Total 15,925,500 796.28 7,962,750 796.28
Refer Notes (i) to (iv) below & No. of Shares are in actual
# Pursuant to approval of the Members Authorised share capital of the Company was subdivided from ` 8 crore
(consisting of 80,00,000 equity shares of face value of ` 10 each) to ` 8 crore (consisting of 1,60,00,000 equity shares
of face value of ` 5 each). Consequent to the decision, Issued and paid-up capital was subdivided from 79,62,750
equity shares of face value of ` 10 each as on the record date, i.e. October 27, 2016 (end of the day), into 1,59,25,500
equity shares of face value of ` 5 each.
Notes:
(i) Rights of Equity Shareholders :
The Company has only one class of Equity Shares having par value of ` 5/- each. (p.y. equity shares of `10/-
each). Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company,
the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution
of all preferential amount to various stakeholders of the company.
(ii) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the
reporting period:
Fresh issue/ Bonus / Buy

Particulars Opening Balance Closing Balance
Sub-division # Back
Equity shares with voting rights
Year ended 31 March, 2017
- Number of shares 7,962,750 7,962,750 - 15,925,500
- Amount (` in lakhs) 796.28 - - 796.28
Year ended 31 March, 2016
- Number of shares 7,962,750 - - 7,962,750
- Amount (` in lakhs) 796.28 - - 796.28
(iii) Details of shares held by each shareholder holding more than 5% shares:
As at 31 March, 2017 As at 31 March, 2016

Class of shares / Name of shareholder Number of % holding in that Number of % holding in that
shares held class of shares shares held class of shares
Equity shares with voting rights
Bhageria Trade Invest Pvt. Ltd. 2,261,634 14.20% 1,090,817 13.70%
Suresh Kumar Keshavdeo Bhageria 1,094,026 6.87% 547,013 6.87%
Futurage Corporate Care Pvt. Ltd. 964,900 6.06% 599,176 7.53%
Prism Scan Express Pvt Ltd 979,000 6.15% 502,500 6.31%
Reform Trading Co. Private Limited. 892,690 5.61% 456,345 5.73%
Rakesh Niranjanlal Bhageria 811,901 5.10% 361,172 4.54%
(iv) The Company is a stand alone company and does not have any holding company.

66
Note 4 Reserves and Surplus (` in Lakhs)
Particulars As at 31st March, 2017 As at 31st March, 2016
(a) Capital reserve
Opening balance 81.42 81.42
Less: Utilised / transferred during the year - -
Closing balance 81.42 81.42
(b) Securities premium account
Opening balance 1,091.61 1,091.61
Add : Premium on shares issued during the year - -
Closing balance 1,091.61 1,091.61
(c) General reserve
Opening balance 440.10 440.10
Add: Transferred from surplus in Statement of Profit and Loss - -
Less: Utilised / transferred during the year for: - -
Closing balance 440.10 440.10
(d) Surplus / (Deficit) in Statement of Profit and Loss
Opening balance 5,341.48 4,280.64
Add: Profit / (Loss) for the year 4,352.60 1,532.59
Add: Transfer from General Reserve - -
Less:
Proposed Dividend to equity shareholders (` 5.00 per share) 796.28 398.14
(P.Y. ` 5.00 per share)
Corporate Tax on Proposed Dividend 162.12 73.62
Short provision of Corporate Tax on Division 6.66 -
Transferred to:
General reserve - -
Closing balance 8,729.03 5,341.48
Total 10,342.16 6,954.61
Note 5 Long-term borrowings (` in Lakhs)
Secured
Rupee Term Loans/ FCNR 572.82 690.51
Less- Current Maturity of Long Term Debt (Refer Note -10) (100.00) (102.30)
Total 472.83 588.21
(a) Nature of Security :
Secured by first charge on 1 MWP rooftoop solar power plant assets situated at Kancheepuram,Tamil Nadu and
480 KWP rooftoop solar power plant assets situated at Chennai,Tamil Nadu. Also secured by project specific
receivables and Personal Guarantees of some of the Directors of the company.
(b) Terms of Repayment :
Term loan from ICICI Bank is repayable in equal quarterly installments between 28 December, 2015 to
28 December, 2022 along with interest of 3M USD LIBOR +320 BPS per annum on reducing quarterly balance.
Note 6 Long Term Provisions (` in Lakhs)

Provision of Gratuity 1.77 -
Total 1.77 -
67
Note 7 : Deferred Tax Liabilities (` in Lakhs)
The major components of deferred tax liablities/assets as recognized in the financial statements is as follows:
Deferred Tax Liabilities on account of:
Difference in depreciation on Fixed Assets 2,530.03 430.03
Less: Deferred Tax Assets on account of:

Provision for Gratuity 1.02 -
Total 2,529.01 430.03

Note 8 Short-Term Borrowings (` in Lakhs)
Secured Loans
Working Capital Loans 5,261.72 808.03
Short Term Loans 1,500.00 -
Buyer's Credit from Bank 7,196.50 -
Total 13,958.22 808.03
Details of security for the secured short-term borrowings:
(a) Working Capital borrowing are secured by way of hypothecation of Inventories, Book Debts and Receivable,
Fixed deposit receipts of Chemicals Business.
(b) First charge on the Fixed Assets of the chemical business of the company Present & Future.
(c) Buyer’s Credit taken from bank against Mortgage of Land, Hypothecation of 30MW Solar Power Plant situated at
Kombhale, Maharashtra and Fixed deposits receipts.
(d) Short Term Loan Taken from Bank against Fixed Deposits.
(e) Personal Guarantees of some of the Directors of the company.
Note 9 Trade Payables (` in Lakhs)
Trade payables for Goods and Expenses:
Unsecured, considered good 3,173.47 3,240.31
Total 3,173.47 3,240.31
Note 10 Other Current Liabilities (` in Lakhs)
(a) Advances from Customers 142.88 80.13
(b) Current Maturities of Long Term Loan
Rupee Term Loan / FCNR (Refer Note 5) 100.00 102.30
(c) Unpaid dividends 34.47 14.75
(d) Trade Payable for Capital Goods 3,920.65 265.20
(e) Interest accrued and due 9.09 -
(f) Interest accrued but not due 13.46 -
(g) Other payables
(i) Statutory remittances (Contributions to PF and ESIC,
219.57 122.60
Withholding Taxes, Excise Duty, VAT, Service Tax, etc.)
(ii) Salary Payable 4.02 53.06
(iii) Other Current Liabiilites 29.62 20.17
Total 4,473.77 658.21
68
Note 11 Short-Term Provisions (` in Lakhs)
Particulars As at 31 March, 2017 As at 31 March, 2016
st st
Provision - Others:
(i) Provision for tax on proposed dividends 162.12 74.41
(ii) Proposed equity dividend 796.28 398.13
(iii) Income Tax Provisions (Net of Advance Tax) 3.75 -
(iv) Provsions of Gratuity 0.67 -
Total 962.82 472.54
Note 12 Fixed Assets (` in Lakhs)

Gross Block
Additions
A Tangible Assets As at Deletions/ As at
during the
April 1, 2016 Adjustments March 31, 2017
year
(a) Land
Leasehold 13.16 - - 13.16
Owned - 681.45 - 681.45
(b) Buildings
Owned
Residential Building 1.44 - - 1.44
Godown 6.06 - - 6.06
Office Building 52.87 - 52.87
Factory Building 70.98 - - 70.98
(c) Plant and Equipment
Owned
Safety Equipments 2.98 - - 2.98
Plant & Machinery 962.92 43.18 - 1,006.10
Lab Equipments 4.99 - - 4.99
E.T.P 499.13 - - 499.13
Generator 0.52 - - 0.52
Solar Power Plant 1,899.58 11,746.01 - 13,645.59
(d) Furniture and Fixtures
Owned 94.35 1.46 - 95.81
(e) Vehicles
Owned 79.89 0.97 (6.93) 73.94
(f) Office equipment
Owned
Office Equipment 22.68 5.38 - 28.06
Computer 33.21 3.15 - 36.36
Total 3,744.77 12,481.61 (6.93) 16,219.46
Previous Year 2,919.28 848.69 (23.20) 3,744.77
69
Note 12 Fixed Assets (contd.) (` in Lakhs)
Accumulated depreciation and impairment Net block
Tangible assets Upto Charged For Deletions/ As at As at As at
March 31, 2017 the year Adjustments March 31, 2017 March 31, 2017 March 31, 2016
(a) Land
Leasehold 3.11 0.14 - 3.25 9.92 10.06
Owned - - - - 681.45 -
(b) Buildings
Owned
Residential Building 0.76 0.04 - 0.80 0.64 0.68
Godown 3.69 0.36 - 4.05 2.01 2.37
Office Building 16.19 2.52 - 18.71 34.15 36.68
Factory Building 66.14 1.90 - 68.04 2.94 4.84
(c) Plant and Equipment
Owned
Safety Equipments 1.41 0.30 - 1.70 1.28 1.58
Plant & Machinery 738.85 54.07 - 792.92 213.17 224.06
Lab Equipments 4.96 - - 4.96 0.03 0.03
E.T.P 316.06 42.09 - 358.14 140.99 183.07
Generator 0.52 - - 0.52 - -
Solar Power Plant 149.39 201.74 - 351.13 13,294.46 1,750.19
(d) Furniture and Fixtures
Owned 63.65 9.31 - 72.96 22.85 30.71
(e) Vehicles
Owned 62.42 6.51 (5.75) 63.18 10.76 17.47
(f) Office equipment
Owned
Office Equipment 13.39 5.54 - 18.94 9.13 9.29
Computer 28.72 3.28 - 32.00 4.36 4.49
Total 1,469.25 327.82 (5.75) 1,791.31 14,428.15 2,275.53
Previous Year 1,149.41 339.44 (19.60) 1,469.25 2,275.53 1,785.02
Capital Work in Progress 1,816.02 383.79
Total Fixed Assets 16,244.17 2,659.31
Note 13 Long-Term Loans and Advances (` in Lakhs)

(a) Security Deposits
Unsecured, considered good
Telephone Deposit 0.49 0.49
Electricity Deposit 29.31 25.15
Rent Deposit 4.00 4.00
(b) Recoverable of Tax Deducted at Source - 0.32
Total 33.80 29.96
70
Note 14 Current Investments (` in Lakhs)
As at 31st March, 2017 As at 31st March, 2016

Particulars
Nos. Amount Nos. Amount
Trade Investments
(A) Investment In Equity (Quoted) (Fully Paidup) (Stated at
cost)
HDFC Bank Limited - - 4,657 49.53
Vakrangee Limited - - 865,000 1,495.63
Alkem Labouratories Limited - - 1,275 17.96
Asian Paint Limited - - 4,982 38.31
Bajaj Finance Limited - - 1,522 83.73
Bharat Forge Limited - - 4,866 51.89
Bharat Petroleum Corpn Limited - - 5,271 48.06
Bosch Limited - - 541 124.39
City Union Bank Limited - - 25,515 26.17
Colgate Pamolive (India) Limited - - 13,688 133.94
Container Corporation of India Limited - - 1,121 19.62
Cummins India Limited - - 3,571 33.10
DCB Bank Limited - - 17,212 22.67
Eicher Motors Limited - - 687 145.67
Emami Limited - - 2,656 32.40
Engineers India Limited - - 3,357 8.01
Glaxosmithkline Consumer Healthcare Limited - - 382 23.95
HDFC Limited - - 2,623 32.71
Hero Motocorp Limited - - 1,057 26.95
Hindustan Petroleum Corporation Limited - - 10,041 78.56
Inter Globe Aviation Limited - - 3,631 31.82
IPCA Lab Limited - - 3,709 26.05
J & K Bank Limited - - 16,378 16.94
Kotak Mahindra Bank Limited - - 10,028 72.42
Larson & Tubro Limited - - 2,174 39.35
Max Financial Services Limited - - 7,850 18.38
Max India -Tauras Venture Limited - - 7,850 18.15
Max Venture and Industries Limited - - 1,570 2.05
Page Industries Limited - - 448 68.49
SBI Limited - - 16,856 45.41
Speciality Restaurants Limited - - 2,658 3.73
Sun Pharmaceuticals Limited - - 8,488 74.39
TCS Limited - - 1,627 42.13
United Spirits Limited - - 1,031 34.45
Voltas Limited - - 16,216 48.95
Total - 3,036.00
(B) Investment In Mutual Fund (stated at cost)

(a) Axis Equity Fund - Growth - - 1,576,458.22 300.00
(C) Investment In Liquid Fund (stated at cost)

(a) Birla Sun Life Cash Manager- Growth 442,129.74 1,732.65 -
(b) Franklin India Ultra Short Bond Fund 4,079,811.02 905.00 -
2,637.65 -
Total 2,637.65 3,336.00
71
Notes forming part of the financial statements\
(` in Lakhs)

Aggregate Book value of:
Quoted fully paid up Current Investments 2,637.65 3,336.00
Aggregate Market value of:
Quoted fully paid up Current Investments 2,642.30 3,405.40
Note 15 Inventories
(At lower of cost and net realisable value) (` in Lakhs)

(a) Raw materials 1,522.12 1,436.19
Goods-in-transit/ at port - 105.95
1,522.12 1,542.14
(b) Work-in-progress (Refer Note below) 148.24 59.09
(c) Finished goods (other than those acquired for trading) 70.96 88.69
(d) Stock-in-trade (acquired for trading) 473.04 163.31
(e) Stores and spares 2.99 2.99
Total 2,217.35 1,856.21
Note: Details of inventory of work-in-progress (` in Lakhs)
Vinyl Sulphone 93.75 47.70
Vinyl Sulphone (O.A.V.S.) 54.48 11.39
Total 148.24 59.09
Note 16 Trade Receivables ` in Lakhs)
(

Unsecured, Considered Good
Debts Outstanding for a period exceeding six months from 79.76 8.06
the date they are due for payment
Other Debts 4,953.20 4,482.51
Total 5,032.96 4,490.57
Note 17 Cash and Cash Equivalents (` in Lakhs)

Cash and Cash Equivalents
(i) Cash in hand 3.81 12.33
(ii) Balances with Banks
(i) In Current accounts 808.17 123.06
(ii) In EEFC accounts 15.28 30.65
(iii) In Deposits accounts
- Fixed Deposits with maturity period of 3 months or 332.65 108.43
less (including accured Interest)
Total 1,159.90 274.47
Other Banks balances
(i) Unpaid dividend accounts 34.47 14.75
(ii) Margin Money Deposits with maturity of more than three
7,507.44 586.69
month but less than twelve months* (including accured interest)
Total 7,541.91 601.45
Total 8,701.82 875.92
* Held as lien by banks against Bank Guarantees, Buyers Credit and Letter of Credit.
72
Note 18 Short-Term Loans and Advances (` in Lakhs)

(a) Loans and advances to employees
Unsecured, considered good 5.80 -
(b) Advances to suppliers
Unsecured, considered good 121.18 334.64
(c) Advances to suppliers for Capital Goods
Unsecured, considered good 25.88 -
(d) Security Deposits with Creditors
Unsecured, considered good 2.05 5.52
(e) Balances with government authorities
Unsecured, considered good
(i) CENVAT credit receivable 68.79 80.91
(ii) Service Tax credit receivable 42.12 47.24
(iii) VAT refund receivable 168.80 137.05
(iv) Income Tax Refund receivable 15.78 15.41
(v) MAT Credit Entilement 1,347.50 -
(f) Others
Prepaid Expenses 25.00 6.11
Total 1,822.90 626.88

Note 19 Other Current Assets (` in Lakhs)

(i) Duty drawback Receivable 4.58 24.72
(ii) Incentives Licenses 3.80 48.65
(iii) Amalgamation Expenses 11.30 -
Total 19.68 73.37
Note 20 Revenue from Operations ` in Lakhs)
(

Particulars
31 st March, 2017 31st March, 2016
(a) Sale of Products 36,288.67 25,152.32
Less:
Excise duty 2,584.40 1,747.43
Sale of Products (Net) 33,704.26 23,404.89
(b) Other Operating Revenue 733.93 440.13
Total 34,438.20 23,845.02
Note 20 (a) Sale of Products (Net)

Particulars
Sale of Products comprises :
Manufactured goods
H.Acid 14,484.34 11,818.04
Vinyl Sulphone Ester 5,713.44 3,741.77
Gamma Acid 2,930.45 2,172.82
Vinyl Sulphone (Sulpho VS) 3,179.54 1,869.64
73
Vinyl Sulphone (O.A.) 1,143.50 1,075.30

Others 2,125.05 1,559.87
Total - Sale of Manufactured Goods 29,576.32 22,237.44
Traded goods 4,127.94 1,167.45
Total - Sale of traded goods 4,127.94 1,167.45
Total - Sale of products(Net) 33,704.26 23,404.89
Note 20 (b) Other Operating Revenue (` in Lakhs)

Particulars
(a) Sale of Services :
(i) Revenue from Solar Power 239.56 131.94
(ii) Service ( Job Work) 10.38 -
(b) Other Operating Revenues :
(i) Duty drawback and other export incentives 278.64 191.43
(ii) Net gain on foreign currency transactions and translation 182.19 116.23
(other than considered as finance cost)
(iii) Other Operating Income 23.16 0.52
Total - Other Operating Revenue 733.93 440.13
Note 21 Other Income (` in Lakhs)

Particulars
(a) Interest income 187.48 79.47
(b) Profit on Sales of Current Investments 590.58 84.73
(c) Dividend received on Current Investments 7.73 14.48
(d) Rent Income 9.86 8.71
(e) Miscellaneous Income 41.25 6.61
Total 836.90 193.99
Note 22 (a) Cost of Materials Consumed (` in Lakhs)

Particulars
Opening stock 1,542.14 133.09
Add : Purchases 17,122.79 12,827.26
Less: Closing stock 1,522.12 1,542.14
Cost of Material Consumed 17,142.81 11,418.21
Major Material consumed comprises:
Aniline 762.70 907.13
Naphthalene Refined 1,828.04 1,448.96
Beta Naphthol 1,156.10 983.08
Caustic Soda Flakes 2,905.60 1,619.18
Chloro Sulphonic Acid 870.64 579.71
Cast Iron Powder 571.60 581.48
Tobias Acid 1,210.09 179.59
Oleum 65% 898.40 469.68
Ethylene Oxide 635.80 759.44
74
Note 22 (b) Purchase of Stock-in-Trade (` in Lakhs)

Particulars
Traded goods 3,923.01 1,116.62
Total 3,923.01 1,116.62
Note 22 (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (` in Lakhs)

Particulars
Inventories at the end of the year:
Finished goods 70.96 88.69
Work-in-progress 148.24 59.09
Stock-in-trade 473.04 163.31
Total 692.24 311.08
Inventories at the beginning of the year:
Finished goods 88.69 90.75
Work-in-progress 59.09 2303.01
Stock-in-trade 163.31 -
Total 311.08 2,393.76
Net (increase) / decrease (381.15) 2,082.68
Note 23 Employee Benefits Expense (` in Lakhs)

Particulars
Salaries and Wages 589.20 369.65
Contributions to Provident and Other Funds 6.72 5.38
Gratuity Expenses 2.94 0.10
Staff Welfare Expenses 18.44 14.76
Total 617.30 388.89
Note 24 Finance Costs (` in Lakhs)

Particulars
(a) Interest expense on:
(i) Borrowings
- Interest paid to bank 93.74 96.02
(ii) Others
- Others (Bank Charges and other finance cost) 30.59 33.95
Total 124.32 129.97
75
Note 25 Other Expenses (` in Lakhs)

Particulars
Manufacturing Expenses
Job Work Charges 5,274.05 4,836.12
Repairs and maintenance - Machinery 20.25 13.39
Repairs and maintenance - Buildings 22.89 6.46
Power & Fuel 182.88 234.93
Stores & Spares 108.11 54.67
Lab Expenses 2.75 2.67
Water Charges 6.71 6.66
Factory Expenses 51.05 34.29
Effluent Treatment Charges 17.41 16.86
(A) 5,686.10 5,206.05
Selling & Distribution Expenses
Commision 43.10 21.21
Freight and forwarding 883.91 561.58
Business promotion 15.11 12.36
(B) 942.11 595.15
Establishment Expenses
Repairs and maintenance - Computer 1.20 1.46
Repairs and maintenance - Others 15.12 7.92
Insurance Expenses 16.22 19.50
Membership Fees 6.50 6.10
Postage & Courier Expense 7.17 5.86
Communication Expenses 6.86 6.71
Vehicle Expenses 7.88 8.33
Director Sitting Fees 5.78 1.78
Travelling and conveyance Expenses 48.03 23.42
Solar Operating Expenses 19.52 20.50
Printing and stationery Expenses 5.81 4.44
RTA Charges 1.73 1.02
Shares related Trading Expenses 5.87 22.25
ECGC Premium 2.77 4.12
Excise Duty on FG (1.13) (0.23)
Forward Contract Premium Expenses 7.05 0.00
Bad Debts 60.18 -
Donations and contributions 23.13 57.46
Legal and professional Charges (please refer 25(a)) 47.04 67.15
Rent 18.77 15.64
Loss on sale of Fixed Assets (net) - 11.82
Contribution towards CSR 67.71 81.41
Miscellaneous expenses 22.64 19.73
(C) 395.85 386.39
Total 7,024.07 6,187.60
76
Notes 25 (a) (` in Lakhs)

Particulars
(a) Payments to the auditors comprises (net of service tax input
credit, where applicable)(incl. in Legal and Professional Charges)
As Auditors
For Statutory Audit 3.00 3.00
For Tax Audit 0.75 0.75
For Internal Audit 1.50 1.50
For Cost Audit 0.55 0.55
For Other Services
For Certification - 0.03
For Taxation Matters 0.25 -
Total 6.05 5.83
Note 26 Contingent Liabilities And Commitments (To The Extent Not Provided For) (` in Lakhs)
As at As at
Particulars
March 31, 2017 March 31, 2016
1. Contingent Liabilities (to the extent not provided for)
Bank Guarantee Given by Bank on Behalf of the Company 1,347.50 1,200.00
Letter of Credit Given by Bank on Behalf of the Company 3,049.67 213.54
Disputed Sales Tax Demand 14.06 14.06
2. Capital Commitments
Estimated amount of contracts remaining to be executed on 3,893.62 2.47
capital account and not provided
Note 27 Disclosure on Unhedged Foreign Currency Exposure as at Balance Sheet Date (` in Lakhs)
Particulars Currency As at As at
March 31, 2017 March 31, 2016
Trade Payable USD 1,076,570 444,080
Trade Receivable USD 2,130,565 1,626,812
Other
a) Buyers Credit USD 11,099,098 -
b) Term Loan USD 886,801 1,041,025
c) Advance Given to customer USD - 324,421
e) Advance Received from supplier USD 16,723 8,405
d) Advance Received from supplier EUR 63,371 21,400
Note 28 Operating Lease Transactions
Where the Company is a lessee:
The Company has taken temporary office premises under operating lease as per the requirement. The aggregate rental
expenses for the year is ` 18.77 Lakhs (PY 2015-16: ` 15.64 Lakhs).

77
Where the Company is a lessor:
The Company has leased out office premise under non-cancellable operating lease agreements that are renewable
on a periodic basis at the option of both the lessor and the lessee for which Rent Income of ` 9.86 Lakhs (PY 2015-16:
` 8.71 Lakhs) for the year has been recognised in the Statement of Profit and Loss.
Disclosure as required by the Accounting Standard - (AS) 19 are as under: (` in Lakhs)
As at As at
Particulars
March 31, 2017 March 31, 2016
The gross carrying amount at the balance sheet date 52.87 52.87
The accumulated depreciation at the balance sheet date 18.71 16.19
The accumulated impairment losses at the balance sheet date Nil Nil
The depreciation recognised in the statement of profit and loss 2.52 2.71
for the year
The impairment losses recognised in the statement of profit and Nil Nil
loss for the year
The impairment losses reversed in the statement of profit and Nil Nil
loss for the year
The future minimum lease payments under non-cancellable op-
erating leases in the aggregate and for each of the following pe-
riods:
(i) not later than one year 6.47 9.58
(ii) later than one year and not later than five years Nil 6.47
(iii) later than five years Nil Nil
Total contingent rents recognised as income in the statement of Nil Nil
profit and loss for the year
Accounting policy adopted in respect of initial direct costs Nil Nil
Notes 29 Value Of Imports Calculated On CIF Basis (` in Lakhs)
As at As at
Particulars
March 31, 2017 March 31, 2016
Raw materials 1,642.49 2,105.90
Trading 3,240.96 604.37
Capital Goods 7,422.45 -
Total 12,305.90 2,710.27
Notes 30 Details Of Consumption Of Imported And Indigenous Items (` in Lakhs)
As at As at
Particulars
March 31, 2017 March 31, 2016
Imported
Raw materials 2,095.75 2,105.90
12.23% 18.44%
Indigenous
Raw materials 15,047.07 9,312.31
87.77% 81.56%
Total (`) 17,142.81 11,418.21
Total (%) 100% 100%
78
Notes 31 Earnings In Foreign Exchange (` in Lakhs)

Particulars
Export of goods calculated on FOB basis 7,158.65 6,048.16
Note 32 Earning Per Shares (EPS) (` in Lakhs)
As at As at
Particulars
March 31, 2017 March 31, 2016
Profit attributable to Equity shareholders (`) 4,352.60 1,532.59
Weighted average number of equity shares (No.) 15,925,500 15,925,500
Basic and Diluted Earnings Per Share (`) 27.33 9.62
Face value per Share (`) 5.00 5.00
Notes 33 Related Parties Disclosure
Related parties with whom transactions have taken place during the year:
A. Key Managerial Personnel:
Name of the KMP Business relationship with the Company

1. Mr.Suresh Bhageria Chairman (Executive)
2. Mr.Vikas Bhageria Joint M.D. (Executive)
3. Mr.Vinod Bhgaeria M.D. (Executive)
4. Ms.Chandraprabha Bhageria Director (Executive)
5. Mr. S.N. Tiwari Company Secretary
6. Mr. Rakesh L Kachhadiya Chief Financial Officer
B. Enterprise owned or significantly influenced by Key Management Personnel or their relatives:
(a) Akashdeep International Pvt. Ltd
(b) Smt. Ratnadevi Bhageria Charitable Trust
The following table provides the total amount of transactions that have been entered into with related parties for the
relevant financial year:
(` in Lakhs)
Name of Related Party Nature of Transaction Transaction Value for the year
31st March 2017 31st March 2016
a. Key Management Personnel:
1. Mr.Suresh Bhageria Remuneration 194.25 98.50
2. Mr.Vikas Bhageria Remuneration 194.74 98.00
3. Mr.Vinod Bhgaeria Remuneration 10.53 10.53
4. Ms.Chandraprabha Bhageria Remuneration & Director Sitting Fees 6.11 -
5. Mr. S.N. Tiwari Salaries and Allowances 3.00 3.00
6. Mr. Rakesh L Kachhadiya Salaries and Allowances 6.83 6.33
b. Enterprises owned or significantly influenced by key management personnel or their relatives:
1. Akashdeep International Pvt. Ltd Purchases - 160.16

2. Smt. Ratnadevi Bhageria Charitable Trust Donation 5.00 23.35
79
Outstanding (payable) amounts carried in
Name of Related Party the Balance Sheet (`)
31st March 2017 31st March 2016
a. Key Management Personnel:
1. Mr.Suresh Bhageria - 42.95
2. Mr.Vikas Bhageria - 10.11
Notes:
1) The list of related parties above has been limited to entities with which transactions have taken place during the year.
2) Related party transactions have been disclosed till the time the relationship existed.
Notes 34 Segment Information
The Company’s primary segment is identified as business segment based on nature of products, risks, returns and
the internal business reporting system and secondary segment is identified based on the geographical location of the
customers as per Accounting Standard 17.
The Company is engaged in two business segments i) Dyes, Dyes Intermediates and Basic Chemicals ii) Generation
and Distribution of Solar Power. Geographical revenues are allocated on the location of the Customers, i.e. Domestic
and Export.
34 (a) Primary Segment (` in Lakhs)
For The Year Ended

Particulars
31.03.2017 31.03.2016
1. Segment Revenue
(a) Segment - A (Solar Power) 239.56 131.94
(b) Segment - B (Chemicals) 34,198.63 23,713.07
Less: Inter Segment Revenue - -
Net Sales / Income from Operations 34,438.20 23,845.02
2.Segment Results Profit/(Loss) (before tax and interest from
each segment)
(a) Segment - A (Solar Power) (11.89) (18.04)
Less: Interest 124.32 129.97
Add: Other Un-allocable Income (net off) 812.48 160.19
Total Profit Before Tax 6,496.92 2,374.61
3. Assets
(a) Segment - A (Solar Power) 25,566.51 2,152.68
(c) Unallocated 1,400.50 3,375.09
Total Assets 36,710.32 13,948.22
4. Liabilities
(a) Segment - A (Solar Power) 17,265.88 957.21
(c) Unallocated 3,535.37 505.62
Total Liabilities 25,571.88 6,197.33
80
34 (b) Secondary Segment (` in Lakhs)

Particulars
Revenue from Domestic Sales 27,260.77 17,605.16
Revenue from Exports 7,177.43 6,239.86
Note 35 Employee Benefits

The Company has classified the various benefits provided to employees as under:
I. Defined Contribution Plans-Employers’ Contribution to Provident Fund and Employee’s Pension Scheme
During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:
(` in Lakhs)

Particulars
Employers' Contribution to Provident Fund and Employee’s 4.90 4.01
Pension Scheme
Employer's Contribution to Employee State Insurance 1.81 1.36
Total Expenses recognised in the Statement of Profit and Loss 6.71 5.37
II. Defined Benefit Plan-Contribution to Gratuity Fund
The Company makes provision for gratuity based on actuarial valuation done on projected unit credit method at each
Balance Sheet date. The Company makes annual contribution to the Gratuity Fund Trust which is maintained by LIC of
India, a defined benefit plan for qualifying employees. The Scheme provides for lump sum payment to vested employ-
ees at retirement, death while in employment or on termination of employment as per provisions of Payment of Gratuity
Act, 1972. The benefit vests after 5 years of continuous service. The present value of the defined benefit obligation
and the related current service cost are measured using the projected unit credit method with actuarial valuation being
carried out at the Balance Sheet date.
(` in Lakhs)
a. Major Assumptions (% p.a.) (% p.a.)
Discount Rate 7.50% 8.00%
Expected Return on Plan Assets 7.50% 9.00%
Salary Escalation Rate 5.00% 4.00%
Retirement Age 60 years 60 years
b. Change in Present Value of Obligation
Present Value of Obligation as at the beginning of the year 13.45 11.59
Current Service Cost 2.19 0.84
Interest Cost 1.01 0.93
Benefit paid - -
Actuarial (Gain)/ Loss on Obligations 6.79 0.09
Present Value of Obligation as at the end of the year 23.43 13.45
81
c. Change in Fair Value of Plan Assets
Fair Value of Plan Assets as at the beginning of the year 19.10 17.59
Expected Return on Plan Assets 1.00 1.47
Actuarial (Loss)/ Gain on Plan Assets 0.39 -
Contributions by the Company 0.50 0.04
Benefits paid - -
Fair Value of Plan Assets as at the end of the year 20.99 19.10
d. Amounts recognised in the Balance Sheet
Present Value of Obligation as at year end (23.43) (13.45)
Fair Value of Plan Assets as at year end 20.99 19.10
Unfunded net liability recognized in balance sheet (2.44) -
Recognised under:
Long term provision (1.77) -
Short term provision (0.67) -
Total (2.44) -
e. Expenses Recognised in the Statement of Profit and Loss
Current Service Cost 2.19 0.84
Interest Cost 1.01 0.93
Expected Return on Plan Assets (1.00) (1.47)
Actuarial Losses Recognised in the period 6.40 0.09
Total expenses recognised in the Statement of Profit and Loss 8.59 0.39
f. Major Category of Plan Assets as % of total Plan Assets
Insurer managed funds 100% 100%
Notes:
1) The discount rate is based on the prevailing market yields of Indian government securities as at the Balance
Sheet date for the estimated term of the obligation
2) Expected rate of return on plan assets is based on our expectation of the average long term rate of return
expected on investment of the fund during the estimated term of the obligations
3) The estimates for future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
Note 36 Disclosure On Specified Bank Notes (SBNs)
During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification
G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the
period from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the
notification is given below:
82
(` in Lakhs)
Particulars SBNs* Other denomination Total

notes
Closing cash in hand as on November 8, 2016 8.50 0.02 8.52
(+) Permitted receipts - 7.98 7.98
(-) Permitted payments - 6.77 6.77
(-) Amount deposited in Banks 8.50 - 8.50
Closing cash in hand as on December 30, 2016 - 1.23 1.23
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the
notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.
3407(E), dated the November 8, 2016.
Note 37 Amounts Due to Micro, Small and Medium Enterprises
The Company has not received any intimation from the suppliers under the The Micro, Small & Medium Enterprises
Development Act, 2006 and therefore disclosures, if any, relating to amounts unpaid as at the year end together with
interest paid/ payable as required under the said Act have not been given.
Note 38 Current Assets and Loans and Advances
In the opinion of the Board, all the assets other than fixed assets and non-current investments have a value on realisation
in the ordinary course of business at least equal to the amount at which they are stated. The Provision of all known
liabilities is adequate and not in excess of the amount reasonably necessary.
Note 39 Amalgamation of Bhageria Industries Limited with Nipur Chemicals Limited
During the year, the Company in its Board of Directors meeting held on November 14, 2016 has approved the
amalgamation of Bhageria Industries Limited with Nipur Chemicals Limited, October 1, 2016, being the appointed
date. The scheme of amalgamation has been filed by Bhageria Industries Limited (the transferee), before NCLT for their
sanction under the provisions of the Companies Act, 2013.
Note 40 Transfer of Unclaimed Dividend to Investor Education and Protection Fund
During the year the company has transferred the unclaimed dividend for the year 2008-09 amounting to ` 1,06,198/- to
the Investor Education and Protection Fund.
Note 41 Impairment of Assets
No material Impairment of Assets has been identified by the Company and as such no provision is required as per
Accounting Standards (AS 28) issued by the Institute of Chartered Accountants of India.
Note 42 Previous Year Figures
Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s
classification / disclosure.
The accompanying notes are integral part of these financial statements
FRNo. 109262 W
Partner
83
FINANCIAL HIGHLIGHTS
(` in Lakhs)
FINANCIAL YEAR 2016-17 2015-16 2014-15 2013-14 2012-13
Income
Revernue from Operation (Net) 37,022.60 25,592.45 43,619.30 38,931.02 13,887.76
Less : Excise Duty (2,584.40) (1,747.43) (2,378.75) (2,052.72) (964.94)
Other Income 836.90 193.99 264.51 119.63 25.74
35,275.09 24,039.01 41,505.05 36,997.93 12,948.56
Expenditure
Material & Overheads (+ / - Stock Adjustment) 28326.04 21,195.00 35,668.51 34,509.50 12,553.29
Finance Cost 124.32 129.97 213.08 140.60 145.81
Profit Before Depreciation & Tax 6,824.73 2,714.04 5,623.46 2,347.83 249.46
Depreciation 327.82 339.44 147.86 85.03 72.64
Net Tax - Including Deferred Tax 2,144.31 842.01 1,814.97 722.20 50.57
Net Profit 4,352.60 1,532.59 3,660.63 1,540.61 126.25
Dividend (%) 100.00 50.00 50.00 35.00 8.00
Earning Per Share (`) 27.33 9.63 22.99 9.68 0.80
Cash Earning Per Share (`) 29.39 11.75 23.91 10.21 1.57
Book value per Share (`) 69.94 48.67 42.07 22.10 14.48
Statement of Assets & Liabilities
A. Equity and Liabilities
Shareholders’ funds
(a) Share capital 796.28 796.28 796.28 796.28 796.28
(b) Reserves and surplus 10,342.16 6,954.61 5,903.67 2,723.04 1,508.67
11,138.44 7,750.89 6,699.94 3,519.32 2,304.95
Non-current liabilities
(a) Long-Term Borrowings 472.83 588.21 - - -
(b) Other Long-Term Liabilites - - 3.50 - -
(c) Long-Term Liabilites 1.77 - - - -
(d) Deferred Tax Liabilities (net) 2,529.01 430.03 224.62 93.66 44.87
3,003.61 1,018.24 228.12 93.66 44.87
Current liabilities
(a) Short-term borrowings 13,958.22 808.03 1,699.02 4,081.21 909.37
(b) Trade payables 3,173.47 3,240.31 2,879.09 3,213.22 1,861.86
(c) Other current liabilities 4,473.77 658.21 341.58 372.09 190.38
(d) Short-term provisions 962.82 472.54 540.27 509.28 10.33
22,568.28 5,179.09 5,459.96 8,175.81 2,971.94
(A) 36,710.32 13,948.22 12,388.02 11,788.78 5,321.75
B. Assets
(a) Net Fixed Assets 16,244.17 2,659.31 1,802.18 722.03 459.36
(b) Long-term loans and advances 33.80 29.96 48.98 25.70 0.70
(c) Current Investments 2,637.65 3,336.00 2,133.25 - -
(d) Current Assets 17,794.71 7,922.95 8,403.61 11,041.04 4,861.68
(B) 36,710.32 13,948.22 12,388.02 11,788.78 5,321.75
84
CIN: L40300MH1989PLC052574
Registered office:Office No. 1002, 10th Floor, Topiwala Centre,
Off S.V. Road, Goregaon (West), Mumbai - 400062
Tel: 91-22-4043 6666, Fax: 91-22-4043 6666
Email: info@bhageriagroup.com,
Website: www.bhageriagroup.com
ATTENDANCE SLIP
28th Annual General Meeting
PLEASE FILL THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
DP - ID/Client ID/Folio No. 013883
Name & Address of sole SANDIQUE AKHTAR

Member
Name of JointHolder(s), if any
No. of Shares held 200
I hereby certify that I am a registered shareholder/ proxy for the registered shareholder of the
Company.
I/We hereby record my / our presence at the 28th Annual General Meeting at Maher Banquet,
Topiwala Centre Mall, 2nd Floor, Off S. V. Road, Near Rly. Stn. Goregaon (West), Mumbai 400 062 on
Saturday, December 2, 2017 at 11:30 a. m.
Signature of the Shareholder/Proxy: ……………………………………………………….
*applicable for shareholders holding shares in dematerialized form.
Notes:
1. Equity Shareholder/ Proxy holder wishing to attend Meeting must bring the attendance Slip to the
Meeting when he/she comes to the meeting and hand it over at the gate after affixing his/her
signature on it.
2. Equity Shareholder/ Proxy holder desiring to attend the Meeting should bring his/ her copy of the
Notice for reference at the Meeting.
3. Joint shareholders may obtain additional attendance Slip at the venue of the Meeting.
Cut Here
ELECTRONIC VOTING PARTICULARS
EVSN User ID Password / PIN

Electronic Voting Sequence Number
013883 SA00000355
171103007
Note : The Company is pleased to offer the option of remote e-voting facility to the Members. The
business as set out in the Notice of the Meeting, may be transacted by remote-e-voting. Members
desiring to exercise remote e-voting option may refer to the detailed procedure on electronic voting
provided in the Notice of the Meeting.
and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for
me/us and on my/our behalf at the 28thAnnual General Meeting of the Company, to be held on
Saturday, December 2, 2017 at 11:30 a. m. at Maher Banquet, Topiwala Centre Mall, 2nd Floor, Off S. V.
Road, Near Rly. Stn. Goregaon (West), Mumbai 400 062 and at any adjournment there of in respect of
such resolution as are indicated below.
` 500
` 500 Crores
7
`1
(1) This form duly completed should be deposited at the Registered Office of the Company Not later
than 48 hoursbefore the commencement of Annual General Meeting of the Company.
(2) For the resolution, Explanatory Statement and Notes, please refer to Notice of the 28thAnnual
General Meeting._____________________________________________________________________
*(3)This is only optional. Please put a 'X' in the appropriate column against a resolutions indicated
in the box._____________________________________________________________________________
(4) Please complete all details including details of Members (S) in above box before Submission.
The Route Map to the AGM Venue
Maher Banquet, Topiwala Centre Mall, 2nd Floor,
Off S. V. Road, Near Rly. Stn., Goregaon (West), Mumbai 400 062

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BHAGERIA INDUSTRIES LIMITED

(formerly known as Bhageria Dye- Chem Limited)

ISO 9001 : 2008 Company

Plant Visit by Shareholders on Saturday, August 27, 2016

AUDITORS SHARE TRANSFER AGENT

REGISTERED OFFICE WORKS

Sr. No. CONTENTS Page No.

ANNUAL GENERAL MEETING BOOK CLOSURE :

Sr. Year ended Date of Declaration Due date of transfer to IEPF

Sr. No. Particulars 2016-17 2015-2016

Details Mrs. Chandraprabha Bhageria

Name Mr. Vikas Bhageria

Particulars Year ended 31.03.2017 Year ended 31.03.2016

Sr. No. Name of the Personnel Designation

Name of The Member Designation

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

b. Solar Power 35105 0.70%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. NAME AND ADDRESS CIN/GLN HOLDING/ SUBSIDIARY/ASSOCIATE % of shares held

No. of % of total %of Shares No. of % of total %of Shares % Change in

3 Rakesh Niranjanlal Bhageria 361172 4.54 - 811901 5.10 - 0.56

13 Suresh Bhageria (Huf) 58394 0.73 - 136288 0.86 - 0.12

26 Vikas Bhageria (Huf) - - - 8000 0.05 - 0.05

(v) Shareholding of Directors and Key Managerial Personnel:

Particulars Secured Loans Unsecured Deposits Total

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Key Managerial Personnel

Type Section Brief Details of Authority Appeal

Registered Office: For and on behalf of the Board

Director’s Name Ratio to median remuneration

Director’s/CFO/CEO/CS/Mgr name % age increase/decrease in

Name Age Designation Qualification Experience Remuneration Date of Last % of Relatives

Sr. No. Date of Board Meeting

Name of the Members Status No. of Meetings Attended

Director Sitting Fees Salary & Allowances Perquisites

Name of The Member Designation No of Meetings Attended

Nature of complaints No. of complaints received /

Financial Year Date Time Venue

Date of AGM Description of Special Resolution

Company's Shares Closing

Category No. of shares held % of shareholding

Particulars BSE NSE

Registered Office: For and on behalf of the Board

The Board of Directors

For SARDA & PAREEK

SEGMENT – WISE PERFORMANCE:

Particulars 2016-17 2015-16

I. In respect to Fixed Assets :-

II. In Respect of inventory :-

(b) During such verification, no material discrepancies where noticed.

Statute Nature of Dues Forum where Dispute is Period Amount Involved

Summary of Significant Accounting Policies 2

5 Profit / (Loss) Before Tax (3-4) 6,496.92 2,374.61

8 Earnings per share (of ` 5/- each):

B CASH FLOW FROM INVESTMENT ACTIVITIES

C CASH FLOW FROM FINANCING ACTIVITIES

Fresh issue/ Bonus / Buy