DIRECTORS' REPORT

TO,

THE MEMBERS,

Your Directors have pleasure in presenting the 29th ANNUAL REPORT on the business and operations of the Company along with the Audited financial statement for the Financial Year ended 31st March, 2015.

COMPANY

The Year under Review-2014-15

The Financial year 2014-2015 is second successive great year in the history of the company and where it has posted good net profit. During the year under review, your company has achieved another historical milestone by reaching Total Income from the operations of Rs.1045.31 crores. This is the highest ever Total Income from Operations of the company for any single financial year. The achievement indicates itself that your company is committed towards the expansion of market share in domestic market as well as in overseas market. The major highlights of financial performance of the company for the financial year 2014­15, are as follows :

> Total Income from operations increased from Rs.959.49 crore to Rs.1045.31 crore- Increase by 8.94%.

> Cash profit for the year stood at Rs.126.65 crore and EBIDTA stood at Rs.188.98 crore.

> Profit before tax increased from Rs.47.08 crore to Rs. 139.46 crores-increase by 192.14%.

> Net profit stood at Rs.92.02 crore compared to net profit of Rs.30.65 crore of previous year-Increase by 200.23%.

The Company has performed very well during the financial year 2014-15, with productivity gains, growth in volumes and sustained margins notwithstanding rise in the input costs. The first half of the financial year 2014-15 has shown healthy signs and was very good for the company but the second half of the year was somehow challenging. This is Bodal's ability that has continued to be successful in business despite of several economic constrains, globally as well as domestic. Your company has neutralized cost increase and improves margins together with purchasing efficiencies, improvement in manufacturing yield/ usages and overall expenditure control helped in increasing profitability. This performance has helped the company to establish a new milestone at the end of year.

Current Year-2015-16

During the current financial year 2015-16, your management is aiming another good successive year and is convinced that the company will deliver another fabulous financial year as the year started equally promisingly. The company has declared its result for the first quarter of current financial year i.e. 2015-16 on 12-08-2015. The quarter on quarter growth for June quarter of current year compared to march quarter of previous year, are as under and it shows that the growth has continued.

> Total Revenue from the operations increased from Rs.234.84 Crore to Rs.246.13 Crore - increase by 4.81%

> EBIDTA jumps from Rs.29.91 Crore to Rs.40.71 Crore - increase by 36.11%

> Net profit increased from Rs.9.18 crore to Rs.20.16 crore - increase by 119.61%

> EPS for the quarter is Rs.1.85.

Your Directors are confident that the company will achieve continuous growth in the overseas market during the year by exploring newer international markets. The market share of the Company in domestic market has also been increased and company also taking steps for the further expansion in the domestic market for its products. Your management has innovative approach and focus on cost management and it has made your company much more competitive compared to other players in the same industry. Your company is confident that profit and profit margin of the company will increase in current financial year without compromise of quality of products and customer services.

Your Company has considered and declared Interim Dividend Rs. 0.20 (@ 10%) on Equity Shares of Face value of Rs.2/- each.

COMMENCEMENT OF MULTI EFFECT EVAPORATOR (MEE) PLANT

Multi Effect Evaporator (MEE) has been successfully commenced at investment of about Rs.30.00 crores at our Unit VII, Dudhwada, Ta. Padara, Dist. Vadodara during the financial year 2014-15. Your Company has manufacturing dyes and dye intermediates facility at the same location. Normally at the end of manufacturing process there remains effluent water and the same cannot be dispose off without giving proper treatment. For the said purpose company has installed the said MEE plant which is modern and advanced technology plant. It not only treats the effluent water but also there is recovery of salt, which can either be used for captive consumption or sold in the market. So by using this technology company can save related treatment cost to some extent.

Bodal Chem (BCL)

Bodal Chemicals Ltd. is one of the leading manufacturer and exporter in the Dyes and Dye Intermediates industry. Its core business is manufacturing of Dyestuffs, Dyes Intermediates and other Chemicals falling under the broad category of Chemicals. It has a unique and integrated product line covering forward and backward integration to dye intermediates.

Company's final product i.e. Destuff is further used in Textile, Leather and Paper Industry. The Company has total 8 separate units having manufacturing facilities located in Gujarat. Due backward Integration from dyestuff division, we use about 60% of our own raw materials when we produce Dyestuff and we use about 60% of our own raw materials when we produce dye Intermediates. This is our Strength. Out of the total sales about 40% is export and balance is domestic. Your company is listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).

The broader area of operation of your company is as under:

Dyes

Your Company is a leading manufacturer of Reactive, Acid and Direct Dyes. Bodal has manufacturing capacity of more than 150 different products of Dyes to cater to Textile, Leather and Paper Industry.

Dye Intermediates

Bodal the largest manufacturer of Dye Intermediates in India and amongst the leading manufacturers of Dye Intermediates globally. Your Company manufactures more than 25 Dyes Intermediates. These Dye Intermediates are directly sold as well as consumed captively for manufacturing different kinds of Dyes.

Other/Basic Chemicals

Bodal is also a manufacturer of other Chemicals like Sulphuric Acid, CSA, Oleums, Beta Napthol, Acetanilide etc. These Chemicals are used as key raw materials for production of Dye Intermediates, which is highly beneficial in terms of improving profitability of the company.

Bodal Agro (BAL)

Your company has incorporated BAL as wholly owned subsidiary company in the year 2010 and had done some agriculture related business for about 2 years. But after reviewing losses and comparatively small turnover, your company had, discontinued that activities of Bodal Agrotech ltd.

Further it had applied for environment clearance from Ministry of Environment and forest, New Delhi for several products. We are pleased to inform our shareholders that we have already received the said clearance. Out of the several products company has finalized to start project for the product named LABSA which is further used in detergent industry. On of the raw material for producing the product is Sulphuric Adic and for the same ample production is there in Bodal Chemicals Ltd. It may take about 10 months to start commercial production and at optimum capacity it will do about Rs. 100 Cr. Turnover at investments cost of upto Rs.15 crores.

Sun Agrigenetics (SAPL)

Bodal Agrotech Ltd. had sold some of its holding from Sun Agrigenetics Pvt. Ltd. and due to this transfer of holding; Sun Agrigenetics Pvt. Ltd. is no more subsidiary or associates company of Bodal Agrotech Ltd. and fellow subsidiary of Bodal Chemicals Ltd as on 31-03-2015.

Trion Chemicals (TCPL)

Your Company has always considered diversification strategy for the future growth of the company. Your Company has identified the business space for exploiting the opportunities for diversification by making investments in other chemical Company, namely TRION CHEMICALS PRIVATE LIMITED. To exploit said business, Your Company is making investment of about Rs.15 crores for taking stake in Trion Chemicals Pvt. Ltd. (TCPL) and will become the single majority stake holder.

TCPL was incorporated in the year 2013 and ready with various required approvals for a project falling under the head of specialty chemicals having good export potential and better profit margin then the existing product line of Bodal Chemicals Ltd. Project construction work has just started and expected to start commercial production by July 2016. At the optimum capacity utilization level it will be able to generate turnover of about Rs. 240 Crore. It will add wealth to the business of the company as well as wealth of the shareholders of the company. It will be kind of first project in India.

Bodal has not any other joint venture or associate company.

DIRECTORS

Your Company has 7(Seven) Directors consisting of 3(Three) Promoter and Executive Directors (1 (One) Chairman and Managing Director and 2 Executive Director) and 4 (Four) Independent Directors, as on 31st March, 2015.

Mr. Suresh J. Patel, Chairman & Managing Director and Mr. Bhavin S. Patel, Executive Director were appointed at Annual General Meeting held on 28th September, 2012 for a period of three years w.e.f. 13th May, 2012, therefore their tenure was upto 12th May, 2015. The Board of Directors of the company has re-appointed them subject to approval of the members of the company, as the Chairman & Managing Director and Executive Director respectively w.e.f. 13th May, 2015 for the further period of three years.

During the year under review, the Board of Directors of the company have appointed Ms. Kajal Ritesh Soni (DIN : 06926972) as an additional director with effect from 11th February, 2015, to hold the office upto the date of ensuing Annual General Meeting. Being eligible, Ms. Kajal Ritesh Soni offered herself to be appointed as an Independent director of your company.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your directors are seeking appointment of Ms. Kajal Ritesh Soni, as Independent Directors for five consecutive years for a term upto 10th February, 2020 and she is not liable to retire by rotation.

Mr. Bhavin S. Patel (DIN: 00030464), retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment.

The Independent Directors of your company have given the Certificate of Independence to your company stating that they meet the criteria of Independence as mention under Section 149(6) of the Companies Act, 2013 as well as clause 49 of Listing Agreement.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

Details of Director seeking re-appointment as required under Clause 49(VI) of the Listing Agreements are provided in the Corporate Governance Report forming part of this Annual Report. His / Her re-appointment is appropriate and in the best interest of the Company.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

For the perusal of shareholders, a brief resume of the above said directors, nature of their expertise, their shareholding in the company and other required details are given in the section of Corporate Governance Report forming part of the Directors' Report in the Annual Report.

BOARD MEETING

During the year under review, Four (4) Board meetings of Board of Directors during the financial year 2014-15 and further details are set out in the corporate governance report forming part of the Directors' Report.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2015 was Rs.46,82,14,740.00 divided into 10,91,07,370 Equity shares, having face value of Rs.2/- each and 2,50,00,000 Preference Shares, having face value of Rs.10/- each, fully paid up. Your Company has not offered and issued any shares, during the year under review.

During the current year the company has repaid its 2,50,00,000, 9% Non Convertible Redeemable Preference Shares at par with the approval of Preference Share holders. After the said redemption the paid up capital of the Company is Rs.21,82,14,740 divided into 10,91,07,370 Equity shares, having face value of Rs.2/- each .

DIVIDEND

To comply with the conditions of Corporate Debt Restructuring (CDR), the directors have not recommended any dividend for the year ended 31st March, 2015. (There was no dividend payout by the Company last year due to comply with the said CDR condition).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the section 205A(5) and 205C of the Companies Act, 1956 and corresponding section 124 of the Companies Act, 2013 which mandates that companies to transfer dividend that has been remain unclaimed for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund. The company has duly complied the above provisions by transferring the amount of unclaimed or unpaid dividend to the Investor Education and Protection Fund within the due dates.

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with the Company as on 22nd September, 2014 (date of last Annual General Meeting) on the website of the Company (www.bodal.com) as also on the Ministry of Corporate Affairs website.

LISTING OF SECURITIES

10,91,07,370 equity shares of Rs.2/- each fully paid, are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd. (BSE)

2. The National Stock Exchange of India Ltd. (NSE)

The company has already paid listing fee to both the Stock Exchanges for the financial year 2015-2016.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted any new deposits from Shareholders as well as from Public and as on 31st March, 2015, deposits from Public and Shareholders are NIL. There were no deposits, which were claimed and remained unpaid by the Company as on 31st March, 2015.  

RESERVE

During the period under review, the Company has not transferred any amount to general Reserve of the company.

AUDITORS & AUDITORS' REPORT

Your Directors recommend re-appointment of Auditors M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad for the financial year 2015-16. The Company has received a certificate from the auditors stating that their appointment, if made, will be within the limit specified under section 139 and 141 of the Companies Act, 2013.

Auditor's comments on your Company's accounts for the year ended March 31, 2015 are self explanatory in nature and do not require any explanation as per provisions of section 134 of the Companies Act, 2013.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013, the central government has prescribed cost audit related to the company's product Dye Intermediates and dyes. Based on that and recommendation made by the Audit Committee, Your Board of Directors had appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad, as Cost Auditor for the financial year 2015-16. The Company has received a written certificate stating that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The Cost Audit report for the Financial Year 2014-15 has been filed within the prescribed time limits.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Corporate Governance

The Company has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement by SEBI. As required therein, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is part of this report and is annexed hereto.

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and forms part of this report.

INDUSTRIAL RELATIONS

Industrial relations at all divisions of your Company have always been cordial and continue to be so, your Directors wish to place on record their appreciation for the co-operation received from employees at all levels.

INDEPENDENT DIRECTORS' MEETING

The Performance of the members of Boards, the Board level committees and the Board as a whole were evaluated at the meeting of the Independent Directors of the company held on 25th March, 2015.

VIGIL MECHANISM

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every listed company to establish vigil mechanism for directors and employees to report genuine concern. Further, Your Company recognizes the value of transparency and accountability in its administrative and management practices. Your Company promotes ethical behavior in all its business activities.

The Company has adopted whistle blower policy and vigil Mechanism to be in line with the provisions of Companies Act, 2013 read with the listing agreement. The provisions of the said policy, provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the chairman of the Audit Committee in appropriate or exceptional cases.

Any director or employee of the company, who observes any Unethical Behaviour or Improper Practices or Wrongful Conduct and/or financial or non financial malpractices or non-compliance with legal requirements concerning the company, is free to report to the specified officer in the mode as provided in the policy.

REMUNERATION & NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

CONSOLIDATED FINANCIALS

The consolidated Total Income from operation and Net profit after minority interest are of Rs.1045.31 crore and Rs.91.78 crore for the group for the financial year 2014-15 respectively. . Corresponding figures for the group for the financial year 2013-14 were Rs. 959.51 Crore and 30.16 crore respectively

Consolidated financial result includes financial result of Bodal Agrotech Ltd., the wholly owned subsidiary of Bodal Chemicals Ltd.

RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on as arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with the promoters, Directors, Key managerial personnel, or other designated persons which may have potential conflict with the interest of the company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. Disclosure about Related Party Transaction placed on website.

INTERNAL AUDIT

M/s. Rashmin R. Patel & Co., Chartered Accountants, Ahmedabad is internal auditors of the company. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal audit of the company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Tapan Shah, practicing company secretary as a Secretarial Auditor to conduct Secretarial Audit of the company for the financial year 2014-15.

The Report of Secretarial Auditor for the financial year 2014-15 is set out as annexure and forms part of this report.

INSURANCE

The Company's assets are adequately insured.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts for the financial year ended on 31st March, 2015 on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return as on 31st March, 2015 is set out as annexure and forming part of this report under sub section 3(a) of Section 134 and sub section 3 of Section 92 of Companies Act, 2013, read with rule 12 of the Companies (Management and Administrative) Rules, 2014.

ENVIRONMENT PROTECTION

Your Company has undertaken various environment friendly measures in its different units for promoting better environment. The Company has in place adequate pollution control equipments and all the equipments are in operation.

RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. Further details are set out in the management Discussion and Analysis Report forming part of the Directors' Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange is attached and forms part of this Directors' Report.

CORPORATE SOCIAL RESPONSIBILITY

As part of its Initiative under "Corporate Social Responsibility", your Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities of education, health, safety, water, sanitation, sports, rural development and environment aspects.

Further, in compliance with the Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility policy) Rules, 2014, your company has constituted a Corporate Social Responsibility ("CSR") Committee and statutory Disclosures with respect to CSR Committee and annual report on CSR Activities is set out as annexure and forms part of this report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT (R&D), TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure forming part of this report.

PARTICULARS OF EMPLOYEES

The percentage of increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as per annexure herewith.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Company to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment, free of discrimination. This includes discrimination on any basis, including gender and any form of sexual harassment.

As per the provisions of Section 21 and 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the report on the details of the number of cases filed under Sexual Harassment and their disposal is as under:

Number of cases pending as on the beginning of the financial year NIL Number of complaints filed during the year NIL

Number of cases pending as on the end of the financial year NIL

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and place on record their appreciation for all the employees at all levels for their hard work and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their consistent support.

For and on behalf of the Board

SURESH J. PATEL

Chairman & Managing Director

(DIN: 00007400

Date : 12-08-2015

Place : Ahmedabad