You are here » Home » Companies » Company Overview » Bharat Agri Fert & Realty Ltd

Bharat Agri Fert & Realty Ltd.

BSE: 531862 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE842D01011
BSE LIVE 15:29 | 07 Dec 79.00 -2.00






NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 77.20
52-Week high 126.00
52-Week low 65.30
P/E 75.96
Mkt Cap.(Rs cr) 41.79
Buy Price 77.50
Buy Qty 1.00
Sell Price 79.95
Sell Qty 50.00
OPEN 77.20
CLOSE 81.00
52-Week high 126.00
52-Week low 65.30
P/E 75.96
Mkt Cap.(Rs cr) 41.79
Buy Price 77.50
Buy Qty 1.00
Sell Price 79.95
Sell Qty 50.00

Bharat Agri Fert & Realty Ltd. (BHARATAGRI) - Director Report

Company director report


Your Directors have great pleasure in presenting the 30th Annual Report along with theAudited Statement of Accounts for the year ended 31st March 2015.


(Rs. in Lacs)

Particular 2014-15 2013-14
Sales and other Income (Gross) 5850.99 7918.06
Profit / (Loss) before tax and appropriation 1219.59 2680.50
Profit / (Loss) after tax 939.62 2099.42
Balance brought forward 5238.67 3504.39
Balance available for appropriation 6178.29 5603.81
Interim Dividend 10% 0.00 52.86
Proposed Final Dividend 15% 79.28 79.28
Tax on Dividends (Interim & Proposed) 15.85 23.07
General Reserve 93.96 209.94
Balance Carried To Balance Sheet 5989.19 5238.67


a) Fertilizer Division :-

The Company has produced 38287.000 M.T. SSP during the year and sold 33223.000 M.T. SSPduring the year ended 31 st March 2015. The realization from Fertilisers was low asmarket flooded with inventories by suppliers. The Company organized Dealers Conference toboost marketing of Fertilisers and has planned production and sale of 75000 MT SSPFertiliser during 2015-2016. However this could be improved depending upon favourablemonsoon during the current year.

b) Realty Division :-

The Company has started construction of Phase II project with one Tower i.e. "'F'wing- OXFORD"& work is completed up to 80% including finishing work. The balancework will be positively completed in next 6 months. TDR Policy was not announced by StateGovernment hence the company had to purchase TDR with approval of authorities concerned.The 'F' Tower work is in progress & Phase II Towers G/H/I will be completed in next3/4 years. The Company has started developing its surplus land for construction ofANCHAVIYO Boutique Resort for Guests Corporates Banks & Business House forSpiritual Cultural programs on commercial basis.

c) Agriculture Division:-

The Scope for Agricultural Division being limited and as such the company has shiftedto land development for more remunerative use.


Your Board is pleased to recommend for approval of the Members at its 30th AnnualGeneral Meeting payment of Dividend of Rs. 1.50 paise (15%) per Equity Share for thefinancial year ended 31 st March 2015. If approved at the forthcoming Annual GeneralMeeting it will result in an outflow of Rs. 79.28 Lacs to the Members of the Companycoupled with Rs. 15.85 Lacs as dividend distribution tax.


Your Directors propose to transfer Rs 93.96 lacs to the General Reserve Account. Anamount of Rs 5989.19 lacs is proposed to be retained in the Statement of Profit &Loss.


The Paid up Equity Share Capital as at 31st March 2015 was Rs. 52855110/- dividedinto 5285511 Equity shares having face value of 10/- each fully paid up. During theyear under review the Company has not issued any shares nor granted any stock options norsweat equity.


The Company does not have any subsidiary associate companies & joint ventures.


During the year the Company has constituted a "Corporate SocialResponsibility" (CSR) Committee. As part of its initiatives under CSR the companyhas contributed funds for activities like distributing books educational materialholding seminars for educational purpose arranged food for needy children and alsoarranged for various development activities benefiting children. The contributions in thisregard have been made to the registered trust which is undertaking these activities. TheAnnual Report on CSR activities is annexed herewith as: Annexure 'A'.


The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theChairman & Managing Director of the Company.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal audit functionthe Company undertakes corrective action in their respective areas and thereby strengthenthe controls. Significant audit observations and recommendations along with correctiveactions thereon are presented to the Audit Committee of the Board.


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

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.


The details of related party disclosure and transactions as prescribed in Form AOC-2are given in the Note No. 38 of Notes on Financial Statements. All the transactions aredone at arm's length and pertain to FY 2014-15 period only and as approved by Board ofDirectors on recommendation of Audit Committee.

The disclosure in Form AOC-2 is given as per Annexure 'B'. Further there are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

All related party transactions are placed before the Audit Committee and also beforethe Board for their approval in accordance with the Policy on Related Party Transactionsformulated by the Board of Directors of the Company and has been posted on the website ofthe Company.


Number of meetings of the board of directors:

The details of the number of meetings of the Board held during the Financial Year2014-15 forms a part of the Corporate Governance Report.


In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Shri K. N. Jethwa Whole Time Director retires byrotation and being eligible offers himself for re-appointment.

Statement on declaration given by Independent Directors:

The Independent Directors have submitted the declaration of independence as requiredpursuant section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence provided in sub- section(6).

Board evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation after taking into consideration variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties remuneration obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

Appointment of KMP:

The Board of Directors had on the recommendation of the Nomination and Remunerationcommittee appointed Mrs. Vidya Pradeep Gidde as CFO effective from 12th March 2015.

During the year under review the Company has designated the following persons as theKey Managerial Personnel.

Sr. No. Name of the Person Designation
1. Mr. Yogendra Dahyabhai Patel Chairman & Managing Director
2. Mr. Arvind Jaykumar Chakote Company Secretary
3. Mrs. Vidya Pradeep Gidde Chief Financial Officer


To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 of the Companies Act 2013:

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

b) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively;

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.


M/s. Desai Saksena & Associates Chartered Accountants (Firm RegistrationNo.102358W) were appointed as the Statutory Auditors of the Company at the AGM held on11th September 2014 to hold office till the conclusion of the fourth consecutive AGM arerecommended for ratification of appointment for the financial year 2015 -2016. As requiredunder the provisions of section 139 & 142 of the Companies Act 2013 the Company hasobtained written confirmation from M/s Desai Saksena & Associates that theirappointment if made would be in conformity with the limits specified in said Section.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. GMJ & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is annexed herewith as Annexure 'C' and forms an integral part to thisReport.

Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your company has been carrying out audit of the cost records.

The Board of Directors on the recommendation of the Audit Committee has appointedM/s. S R Singh & Co. Cost Accountants as the Cost Auditors to conduct the audit ofthe cost records of the Company for the Financial Year 2015-16 at a remuneration of Rs.75000/- p.a. plus service tax as applicable and out of pocket expenses. As required underthe Companies Act 2013 a resolution seeking member's approval for remuneration payableto the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Auditor's observations:

There were no audit qualifications in the Statutory Auditors report as well as theSecretarial audit Report for the financial year 2014-2015 as annexed to this AnnualReport.

DISCLOSURE: Audit Committee:

In accordance with the provisions of the Listing Agreement and Corporate Governancethe Company has constituted an Audit Committee comprising of 2 Independent Directors &1 Executive Director. The Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board. The details of the terms of Audit Committee andother details are explained in the Corporate Governance Report.

Nomination & Remuneration Committee & its Policy:

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

Risk Management Policy:

During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board (a) to ensure that all thecurrent and future material risk exposures of the Company are identified assessedquantified appropriately mitigated minimized and managed i.e. to ensure adequate systemsfor risk management (b) to establish a framework for the company's risk management processand to ensure its implementation (c) to enable compliance with appropriate regulationswherever applicable through the adoption of best practices and (d) to assure businessgrowth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism /Whistle Blower policyhas been posted on the website of the Company.

Particulars of Loans Guarantees or Investments:

During the year there is no loan given investment made guarantee given or securityprovided by the Company to any entity covered under Section 186 of Companies Act 2013.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure 'D'and forms an integral part of this Report.

Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange earning and outgo:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure 'E' to thisReport.

Particulars of Employees:

No employee was in receipt of remuneration exceeding the limits as prescribed under theprovisions of Section 197 of the Companies Act 2013 and read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no suchparticulars are furnished



The Deposits accepted by the Company have been repaid before 31 st March 2015 and nofresh deposits are accepted during the within the meaning of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Significant and material orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts thatwould impact the going status of the Company and its future operations.

Depository Services:

The Company's Equity Shares have been admitted to the depository mechanism of theNational 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 theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE842D01011. Shareholders therefore are requested to take full benefitof the same and lodge their holdings with Depository Participants [DPs] with whom theyhave their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode has been posted on the Company's website All the BoardMembers and Senior Management Personnel have confirmed compliance with the Code.

Sexual Harassment:

The Company has constituted an Internal Complaint Committee as required under Section 4of 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 werereported.

Safety Environment control and Protection:

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 ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.


The Company's Shares are listed on BSE Limited Mumbai.


Your Directors wish to place on record their sincere appreciation to the CentralGovernment State Government Thane Municipal Corporation Agricultural DepartmentCompany's Banker Shareholders Customers and business consultants for their valuedco-operation and support at all times.

Your Directors also wish to place on record their appreciation for impressive growthachieved through the competence hard work solidarity cooperation and support ofemployees at all levels.

For and on behalf of the Board
Registered Office (YOGENDRA D. PATEL)
Bharat Fertiliser House 12 Nanabhai Lane Fort CHAIRMAN & MG. DIRECTOR
Mumbai - 400 023. DIN :- 00106864
Date : 28th May 2015



(Pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014).

1. A brief outline of the Company's CSR policy including overview of projectsor programs proposed to be undertaken and a reference to the web-link to the CSR policyand projects or programmes : The Board of Directors of the Company have framed theCorporate Social Responsibility policy based on the recommendation of CSR Committee andthe same has been displayed on the Company’s website at the following weblink:

2. The Composition of the CSR Committee

Shri. S. M. Bhadrecha Chairman
Shri. K. N. Jethwa Member
Shri. Vijal Y. Patel Member

3. Average net profit of the company for last three financial years: Rs.2170.43 lacs

4. Prescribed CSR Expenditure (Two percent of the amount as in item 3 above): Rs.43.41 Lacs

5. Details of CSR spend for the financial year:

a) Total amount spent for the financial year: Rs. 46 Lacs

b) Amount unspent if any: Not Applicable

c) Manner in which the amount spent during the financial year is detailed below: Amountin Lacs

Sr. No. Projects/ Activities Sector Location Amount Outlay (Budget) Project or Programs wise Amount Spent on the project or programs Cumulative Expenditure upto reporting period Amount spent: Direct or through implementing agency
1. Social & Educational Activities Education Mumbai 46 46 46 Saraswati Education Society Navi Mumbai
Total 46 46 46

We hereby confirm that the implementation of monitoring of CSR Policy is in compliancewith CSR Objectives and Policy


Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm's length basis: NOTAPPLICABLE

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship Associated Concerns Associated Concerns
1)Wada Alums & Acids Pvt. Ltd 1) My Shop
2)Vijal Shipping Pvt. Ltd
3) Yogi Investments Pvt. Ltd
Mr. Yogendra Patel and Mrs. Anjni Patel are interested in the capacity of Director & Member
Nature of contracts/arrangements/ transactions Rent Recieved Rent Paid
Duration of the contracts / arrangements/ transactions Repetitive during the year Repetitive during the year
Salient terms of the contracts or arrangements or transactions including the value if any 1) Wada Alums & Acids Pvt. Ltd. – Rs. 12000/-
2) Vijal Shipping Pvt. Ltd .- Rs. 3000/- Rs. 2837500/-
3) Yogi Investments Pvt. Ltd. – Rs. 3000/-
Date(s) of approval by the Board 29/05/2014 29/05/2014
Amount paid as advances if any: - -




(Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014)


The Members


Bharat Fertilizer House

12 Nanubhai Lane Fort

Mumbai- 400 023.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bharat Agri Fert &Realty Limited (hereinafter called ‘the company’). Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the company its officers agents and authorized representatives during theconduct of secretarial audit We hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31 st March 2015 compliedwith the statutory provisions listed hereunder and also that the company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter :

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on 31 st March2015 according to the provisions of: i. The Companies Act 2013 and the rules madethereunder; ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rulesmade thereunder; iii. The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder; iv. The following Regulations and Guidelines prescribed under the Securitiesand Exchange Board of India Act 1992 ("SEBI

Act") viz; a. The Securities and Exchange Board of India (Substantial acquisitionof Shares and Takeover) Regulations 2011. b. The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992; c. The Securities and Exchange Boardof India (Registrars to an issue and Share Transfer Agents) Regulations 1993 regardingthe Companies Act and dealing with client; v. We have relied on the representation made bythe company and its officers for systems and mechanism formed by the company forcompliances under other applicable Acts Laws and Regulations with respect to Employeesrelated Laws Fertilizer Control Order Environmental Laws Intellectual Property LawsMunicipality Laws to the extent applicable Direct and Indirect Tax Laws Land Laws ofrespective States Shops and Establishments Legislations Property related laws and otherlocal Laws as applicable.

We have also examined compliance with the applicable clauses of The Listing Agreemententered into by the company with BSE Limited.

During the year under review the company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above.

We further report that:

The Board of Directors of the company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings and agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions are carried out unanimously at Board Meetings and Committee Meetings andrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the year under report the company has not undertakenevent/action having a major bearing on the company's affairs in pursuance of the abovereferred laws rules regulations guidelines etc. referred to above.


Company Secretaries



FCS No. : 2405

COP No. : 1432

Place: Mumbai

Date: 28th May 2015.

Note: This report is to be read with our letter of even date that is annexed as AnnexureI and forms an integral part of this report.



The Members


Bharat Fertilizer House

12 Nanubhai Lane Fort Mumbai- 400 023.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rules andregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.


Company Secretaries



FCS No. : 2405

COP No. : 1432

Place: Mumbai

Date: 28th May 2015.



Information as per Section 134(3)(m) of the Companies Act 2013 read with the Rule8(3) of the Companies (Accounts) Rules 2014 for the year ended 31st March 2015 is givenbelow and forms a part of the Directors' report.


(i) The steps taken or impact on conservation of energy;

The Company has made concrete efforts for enhancement in the capacity utilization costcompetitiveness and quality through systematic process monitory and adherence totechnological norms.

(ii) The Steps taken by the company for utilising alternate sources of energy;

The Company has made Installation of specially designed burner nozzles and furnaces tostop furnace oil consumption in granulating process by adopting use of Agricultural waste(Bio-Coal).


A. POWER & FUEL CONSUMPTION April-2014 to March-2015 April-2013 to March-2014
(a) Purchased Units rate unit 6.25 6.25
(b) Own generation
Company has installed two nos. of Kirloskar make 180 KVA
Diesel Generating Sets.
Units per Liter of Diesel Oil - -
Average cost per liter - -


Units Units
Powder Super Phosphate per ton 22 22
Granulated super phosphate per ton 18 18

(iii) The Capital investment on energy conservation equipment's;

Studies to reduce energy consumption of existing unit are on and suitable investmentwill continue to be made in these areas.


(i) the efforts made towards technology absorption during the year under review are:-NOTAPPLICABLE

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution:-NOT



Foreign Currency outgo Rs. 1445.20 (Pr Yr. 513.92)
Foreign Currency Earning NIL

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to at a great price. No additional sign-up required.

Premium Services

In Partnership with


Dear Guest,


Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard