Your Directors have great pleasure in presenting the 31s1Annual Report along with theAudited Statement of Accounts for the year ended 31st March 2016.
(Rs. In Lakhs)
|Particular ||2015-16 ||2014-15 |
|Sales and other Income ||5236.14 ||5850.99 |
|Profit / (Loss) before tax and appropriation ||(15.23) ||1219.59 |
|Profit / (Loss) after tax ||(21.31) ||939.62 |
|Balance brought forward ||5989.19 ||5238.67 |
|'Balanc e available for appropriation ||5967.87 ||6178.29 |
|Appropriations || || |
|Interim Dividend ||0.00 ||0.00 |
|Proposed Final Dividend ||0.00 ||79.28 |
|Tax on Dividends (Interim & Proposed) ||0.00 ||15.85 |
|General Reserve ||0.00 ||93.96 |
|Balance Carried To Balance Sheet ||5967.87 ||5989.19 |
OPERATIONAL REVIEW & STATE OF COMPANY'S AFFAIRS :
a.) Fertilizer Division :-
The Company has produced 46070.333 M.T SSP during the year and sold 47265.850 M.T. SSPduring the year ended 31" March 2016. Due to severe drought in Maharashtra State forlast 2 years in most of the districts and in particular our company's operating area saleof Bharat Brand SSP/GSSP was 47265.850 M.T against targetted sale of 75000 M.T andthereby inventory could not be liquidated even at lower price with longer credit facilityas offered to dealer as there was no consumption of fertiliser due to failure ofmonsoon.Also company had to offer fertiliser at longer districts which has resulted inhigher equated freight amount to keep minimum production 40000 M.T. per year as eligiblecriteria under NBS Policy of GOI for2015-2016.
b.) Realty Division :-
The Company has started construction of Phase II project with one Tower i.e. Stilt+14"'F' wing- OXFORD"& work is completed upto 95% and management is positiveabout 100% completion along with Occupancy Certificate by Dec'2016 due to many morecompliances and formalities to be completed under TMC Rules for new Building. The companyhad purchased TDR from TMC at an cost of Rs. 18.5 Crore also additional TDR. Increasedfrom 1.8 to 1.9 FSI on original plot area thereby additional 2213 Sq.Mtr. will beavailable to company which will be loaded in tower G/H/I /stilt+14 or G/Hof Stilt +20 asper MoEF Rules.
Phase II will have total area of 235000 Sq.Ft. saleable inclusive of all TDR and FSIunder present Policy of Government of Maharashtra Urban Development Department/TMC.
c) Resort Division (ANCHAVIYO):-
ANCHAVIYO boutique resort will be in operation byAugust - September 2016 in full swingwith all approvals andsanctions and will give additional revenue of Rs. 3 Crore yearly tocompany business. It is one of the prestigious and well recommended resort in Mumbainearby area and trial runs are conducted for training staff under professionals&experts.
An amount of Rs.800 Lacs is already investedto buildthis resort from company's ownsurplus fund.
Your Directors have not recommended any dividend for the year ended 31 * March 2016due to loss incurred bythe Company.
Your Directors do not propose to transfer any amount to the General ReserveAccount inlieu of inadequacy of profits.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31" March 2016 was Rs. 52855110/-divided into 5285511 Equity shares having face value of 10/- each fully paid up. Duringthe year under review the Company has not issued any shares nor granted any stock optionsnor sweat equity.
SUBSIDIARIESASSOCIATE COMPANIES &JOINT VENTURES:
During the year under review MOL CHEM LIMITED has become an associate company w.e.f7'" November 2015.
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 foractivities like distributing books educational material holding seminars for educationalpurpose arranged food for needy children and also arranged for various developmentactivities benefiting children. The contributions in this regard have been made to theregistered trust which is undertaking these activities.
The Annual Report on CSR activities is annexed herewith as: Annexure "A".
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Internal Audit Department monitors and evaluates theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportof internal audit function the
Company undertakes corrective action in their respective areas and thereby strengthensthe controls. Significant audit observations and recommendations along with correctiveactions thereon are presented to theAudit Committee of the Board.
CORPORATE GOVERANANCEAND MANAGEMENT DISCUSSION &ANALYSIS REPORTS:
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 Schedule V (c) of the SEBI Listing Regulations.
RELATED PARTY TRANSACTIONS:
All the related party transactions entered during the year were in the ordinary courseof business and at an arm's length basis. There are no transactions to be reported in FormAOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Number of meetings of the board of directors:
The details of the number of meetings of the Board held during the Financial Year2015-16 forms a part of the Corporate Governance Report.
In accordance with the provisions of Section 152 of the Companies Act 2013 andtheArticles ofAssociation of the Company Ms. ChandniYogendraPatel (DIN: 02032483).Director retires by rotation and being eligible offers herself 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 CompaniesAct 2013 stating that they meet the criteria ofindependence provided under Section 149(6) of theAct and Regulation 16(b) of the SEBIListing Regulations. i
Pursuant to the provisions of Section 134 of the Companies Act 2013 and Regulation 17of the SEBI Listing Regulations the Board has carried out an evaluation after taking intoconsideration various aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance ofspecific duties remunerationobligations and governance. The performance evaluation of the Independent Directors wascarried out by the entire Board and the performance evaluation of the Chairman and theNon-independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfactionwiththe evaluation process.
Key Managerial Personnel:
The following persons are the Key Managerial Personnel of the Company:
|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 |
Familiarisation Programme of Independent Directors:
I n compliance with the requirements of SEBI Listing Regulations the company has putin place a familiarisation program for Independent Directors' to familiarize them withtheir role rights & responsibilities as Directors the operations of the Companybusiness overview etc.
The details of Familiarisation program are explained in the Corporate Governance Reportand the same is also available on the website of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
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 CompaniesAct 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 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 Actfor 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; of the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate andoperatingeffectively.
AUDITORS AND AUDIT REPORTS:
M/s. Desai Saksena & Associates Chartered Accountants (Firm Registration No.102358W) were appointed as the Statutory
Auditors of the Company at the AGM held on 11 * September 2014 to hold office till theconclusion of the fourth consecutiveAGM are recommended for ratification of appointmentfor the financial year 2016 -2017. As required under the provisions of section 139 &142 of the Companies Act 2013 the Company has obtained written confirmation from M/sDesai Saksena & Associates that their appointment if made would be in conformitywith the limits-specified in said Section.
Pursuant to provisions of Section 204 of the CompaniesAct 2013 and the Rules madethereunder the company has appointed
M/s. GMJ & Associates a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure'B' and forms an integral part to this Report.
As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act2013 read with the Companies (Cost Records and Audit) Rules 2014 as amendedfrom 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 2016-17 at a remuneration of Rs.75.000/- plus service tax as applicable and out of pocket expenses.As required under theCompanies Act 2013 a resolution seeking member's approval for remuneration payable tothe Cost Auditor forms part of the Notice convening theAnnual General Meeting.
There were no audit qualifications in the Statutory Auditors Report as well as theSecretarial Audit Report for the financial year2015-2016 as annexed to this Annual Report.
Pursuant to the requirements of Section 134(3)(n) of the Companies Act 2013 theCompany has already in place a Risk Management Policy. The Board has voluntarilyconstituted the Risk Management Committee.
Vigil Mechanism / Whistle Blower Policy:
The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concernsgrievances frauds and mismanagements if any.TheVigil Mechanism/Whistle Blower policy hasbeen posted on the websiteofthe Company.
Particulars of Loans Guarantees or Investments:
The particulars of Loans Guarantees and Investments made during the year as requiredunder the provisions of Section 186 of the CompaniesAct 2013 are given in the notes tothe Standalone Financial Statements.
Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 9'2of the Companies Act 2013 is included in this Report as Annexure 'C'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 CompaniesAct 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure'D' to thisReport.
Particulars of Employees:
No employee was in receipt of remuneration exceeding the limits as prescribed under theprovisions of Section 197 of the CompaniesAct 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no suchparticulars are furnished.
GENERAL DISCLOSURES: Public Deposits:
No deposits are accepted by the company during the year within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
Significant and material orders passed bythe 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.
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 theinvestors have an option to hold the shares of the Company in a dematerialized form ineither of the two Depositories. The Company has been allotted ISIN No. INE842D01011.Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs]with whom they have their DematAccounts forgetting 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 www.bharatrealty.co.in.
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
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. Duriqg 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 atthe Plant.
The Company's Shares are listed on BSE Limited Mumbai.
Internal Financial Control and their adequacy:
The company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The company has adopted accounting policies which are in line with the accountingstandards and the CompaniesAct 2013.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed thereunder either to the Company or tothe CentralGovernment.
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 |
| ||For Bharat Agri Pert & Realty Limited |
| ||Sd/- |
|Registered Office ||(YOGENDRA D. PATEL) |
|Bharat Fertiliser House 12 Nanabhai Lane Fort ||CHAIRMAN & MG. DIRECTOR |
|Mumbai - 400 023. ||DIN:-00106864 |
|Date: 30th May 2016. || |