Bharat Agri Fert & Realty Ltd.
|BSE: 531862||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE842D01011|
|BSE 13:38 | 26 Apr||139.95||
|NSE 05:30 | 01 Jan||Bharat Agri Fert & Realty Ltd|
|Mkt Cap.(Rs cr)||74|
|Mkt Cap.(Rs cr)||74.03|
Bharat Agri Fert & Realty Ltd. (BHARATAGRI) - Director Report
Company director report
Your Directors have great pleasure in presenting the 32nd Annual Reportalong with the Audited Statement of Accounts for the year ended 31s' March2017.
FINANCIAL RESULTS (Rs. In Lakhs)
OPERATIONAL REVIEW & STATE OF COMPANY'S AFFAIRS :
a.) Fertilizer Division :-
The Company has produced Single Super Phosphate -24928 M.T and sold 37365 M.T duringthe financial year 2016-17. in the current year company has set up a targeted sales of45000 -50000 M.T in Maharashtra State as company has planned to start production of SSPwith add on nutrient i.e Zinc & Boron and expected a good return. All permissions areobtained from DOF and DOA Pune. Procurement of raw material and production of ZincatedSSP will be positively started by mid of August 2017.
Department of Fertiliser (DOF) has launched POS machines in 2 districts of Maharashtraon trial basis and will cover other districts by August end. DOF also implemented policyof - Direct Benefit Transfer (DBT) which may disturb marketing network during the year2017-18 as dealers farmers as well as POS system is still not ready.
b) Realty Division
The Company has received Commencement Certificate from Thane Municipal Corporation forPhase II buildings i.e G and H Wing stilt +14 floors of Shiv Sai Paradise MajiwadaThane.
Company is eligible for stilt + 30 floors which is pending with TMC & MOEF and willcomplete both buildings in next few years with 300000 sq.ft saleable area with goodrevenue in coming yearfrom this division.
Unsold stock of OC received flats will be sold in the year 2017-18.
C) Resort Division
All permission and approvals received for ANCHAVIYO" Resort and getting goodresponse from guest of all group but due to 28% GST on room rates company will expectdecrease in revenue and hope to be stabilised in the year 2017-18. in the current yearmany policy changes have effected the pace of business in all divisions due to GST &GOI policy on real estate business.
Company is planning to adjust and regularising all new law implemented by GOI during2017-18 and may result in lower business volume but expect more stability in future in alldivision with future growth and revenue in long term. Management is confident to rewardtheir shareholder in long term due to many changes in laws in all sector coupled withdelay in receipt of subsidy payment from GOI.
Your Directors have not recommended any dividend for the year ended 31stMarch 2017 due to loss incurred by the Company.
Your Directors do not propose to transfer any amount to the General Reserve Account inlieu of inadequacy of profits.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2017 was Rs.528551101- divided into 5285511 Equity shares having face value of Rs. 10/- eachfully paid up. During the year under review the Company has not issued any shares neithergranted any stock options nor any sweat equity.
SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES:
MOL CHEM LIMITED is an Associate Company. The company's gross revenue for FY 2017 stoodat Rs. 145 Lacs The company made a loss of Rs. 1.92 Lacs However the Company does not haveany Subsidiary or Joint Venture. The detail of Associate Company containing salientfeatures of financial statement in 'AOC-1' is shown in Annexure "A" which formsan integral part of the report.
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 "B".
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
There are adequate internal control procedures commensurate with size of the Companyand nature of its business for the purchase of inputs availing of services fixed assetsfor the sale of goods and providing of services. Full fledged Internal Audit departmentcarries out pre and post audit of all significant transactions throughout the year. Basedon the Annual Internal Audit programme as approved by Audit Committee of Board regularinternal audits are conducted. Company has also appointed M/s. S.S.Kothari Mehta &Co. Chartered Accountants New Delhi (outsourced) as Internal Auditor. Findings areplaced before Audit Committee which reviews and discuss the actions taken with theManagement.
CORPORATE GOVERANANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
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 formsan integral 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 transaction entered during the year was in the ordinary course ofbusiness and at an arm's length basis. & the provisions of Section 188 of CompaniesAct 2013 are not attracted. There are no transactions to be reported in Form AOC-2 interms of Section 134 of the Companies Act 2013 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 Year2016-17 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. Vijal Yogendra Patel (DIN: 06882828)Wholetime Director retires by rotation and being eligible offers himself forreappointment.
Statement on declaration given by Independent Directors:
The Independent Directors have submitted the declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence provided under Section 149(6) of the Act and Regulation 16(1 )(b) of theSEBI Listing Regulations.
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 of specific duties remunerationobligations and governance.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressedtheirsatisfaction with the evaluation process.
Key Managerial Personnel:
The following persons are the Key Managerial Personnel of the Company:
Familiarisation Programme of Independent Directors:
In compliance with the requirements of SEBI Listing Regulations the company has put inplace a familiarisation program for Independent Directors' to familiarize them with theirrole rights & responsibilities as Directors the operations of the Company businessoverview 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 Companies Act 2013:
a) in the preparation of the annual accounts for the Financial Year ending 31s1March 2017 the applicable accounting standards had been followed along with properexplanation 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 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.
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 29thAGM held on 11th September 2014 to hold office till the conclusion of thefourth consecutive AGM are recommended for ratification of appointment for the financialyear 2017 - 2018. As required under the provisions of Section 139 & 142 of theCompanies Act 2013 the Company has obtained written confirmation from M/s Desai Saksena& Associates that their appointment if made would be in conformity with the limitsspecified in the said Section.
Pursuant to the 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 asAnnexure'C'and forms an integral part to this Report.
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 (Firm Registration No. 101388) as the CostAuditors to conduct the audit of the cost records of the Company for the Financial Year2017-18 at a remuneration of Rs. 75000/- plus taxes as may be applicable and out ofpocket expenses. As required under the Companies Act 2013 a resolution seeking member'sapproval for remuneration payable to the Cost Auditor forms part of the Notice conveningthe Annual General Meeting.
There were no audit qualifications in the Statutory Auditors Report as well as in theSecretarial Audit Report for the financial year 2016-2017 as annexed to this AnnualReport.
The Board in its meeting dated 30"' May 2016 has dissolved the Risk ManagementCommittee in view of its applicability only to top 100 listed entities as per Regulation21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
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:
The particulars of Loans Guarantees and Investments made during the year as requiredunder the provisions of Section 186 of the Companies Act 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 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 Earnings 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 this Report.
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 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no suchparticulars are furnished.
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 by the Regulators or Courts:
There were 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 on 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. I n 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 with theCode.
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.
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 in place for ensuring proper andefficient conduct of its business the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information. The company has adoptedaccounting policies which are in line with the accounting standards and the CompaniesAct 2013.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Companies Act2013 & Rules framed thereunder either to the Company orto the Central Government.
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 co-operation and support ofemployees at all levels.