Your Directors have pleasure in presenting the 24th Annual Report andthe Audited Accounts of the Company for the financial year ended March 31, 2013.
Bharat Rasayan Limited (BRL) is engaged in the business of manufacturing agrochemicalproducts and is one of the leading manufacturer and exporter of 'Pesticides Technicals,their Formulations and Intermediates'. BRL is presently having manufacturing units atRohtak, Haryana and new state of art plant set-up at Dahej, Gujarat.
We are delighted to inform that the Company's new manufacturing Plant at Dahej,Gujarat, set up on an industrial plot developed by Gujarat Industrial DevelopmentCorporation (GIDC) in the Chemical Approved Industrial Zone 40 km from Bharuch, hasstarted commercial production. With the inherent strength of the project, expandedcapacity, regular involvement of management and concerted efforts of the employees of theCompany, the plant is expected to enhance economic value addition and shareholders' value.BRL is one of the few companies manufacturing its own technical grade pesticides frombasic raw materials. This gives the Company an inherent advantage over quality and pricesand this further leads to manufacturing of quality products at competitive prices.
Due to erratic monsoon and drought-like situation in many parts of the Country,financial year 2012-13 was quite challenging for Indian agriculture and agro chemicalindustry. Despite this uncertainty net revenue from operations of your Company increasedby 32.13% to Rs 18,755.80 Lacs as compared to Rs 14,194.74 Lacs during the previous year.
The financial performance of the Company for the year ended March 31, 2013, as comparedwith the previous year's performance is envisaged below:
|Particulars ||For the year ended 31.03.2013 ||For the year ended 31.03.2012 |
|Total Revenue ||18,816.48 ||14,209.53 |
|Total Expenditure (excluding Depreciation & Interest) ||15,997.02 ||12,553.52 |
|Profit before Interest, Depreciation, Tax & Exceptional Items ||2,819.46 ||1,656.01 |
|Interest ||676.39 ||79.83 |
|Depreciation ||688.36 ||161.72 |
|Profit before Tax & Exceptional Items ||1,454.71 ||1,414.46 |
|Exceptional Items ||43.62 ||42.75 |
|Current Tax ||9.58 ||424.11 |
|Deferred Tax ||442.91 ||(35.42) |
|Profit after Tax & Exceptional Items ||958.60 ||983.02 |
|Surplus brought forward from previous year ||1,353.48 ||483.44 |
|Transfer to General Reserve ||(50.00) ||(50.00) |
|Provision for Dividend Distribution Tax || ||(8.27) |
|Provision for Dividend || ||(50.98) |
|Other Appropriations ||1.00 ||(3.73) |
|Balance Profit/(Loss) carried forward to the Balance Sheet ||2,263.08 ||1,353.48 |
The Directors consider it prudent to plough back the profits of the Company made duringthe year under review for funding the lucrative business plans beneficial for the Companyas a whole. Accordingly, your Directors regret their inability in recommending dividend onequity shares of the Company for the financial year ended March 31, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management discussion and analysis for the year under review,as stipulated under Clause 49 of the Listing Agreement with the National Stock Exchange ofIndia Ltd. (NSE), forms part of this report as Annexure -'I'.
During the year under review, your Company has not accepted any fixed deposits pursuantto the provisions of Section 58A of the Companies Act, 1956, read with Companies(Acceptance of Deposits) Rules, 1975. As on March 31, 2013, no amount of fixed deposit wasoverdue with the Company.
Your Company is committed to the environment as an integral part of its businessfunction. BRL has in-house facility for treatment of Solid, Liquid and Gaseous Effluents,primary and secondary treatment plant for liquid effluent with defined segregation system,multiple effect evaporator system and incinerator for Liquid Effluent, occupation healthcenter, qualified doctor available 24 hrs in the plant premises.
Your Company is certified under ISO 9001:2008. BRL has also implemented internalcontrol and training mechanism which conducts regular audits at the plant to detect andrectify any deviation from the Standards. This demonstrates BRL's commitment to achievetotal customer satisfaction by supplying quality products and services that improves livesand deliver outstanding value to customers.
The Company has taken adequate insurance cover for all its assets against foreseeableperils. The Company continues to maintain Public Liability Policy as per the provisions ofPublic Liability Insurance Act.
Shri Ajay Gupta, was appointed as an Executive Director of the Company for a period offive years w.e.f. May 12, 2008. During his tenure as an Executive Director, he has managedRohtak, Haryana Plant of the Company and has also provided strategic direction forsustainable growth of the Company. The Board recommends the approval of the members forthe re-appointment of Shri Ajay Gupta as an Executive Director for a period of three yearscommencing from May 12, 2013 till May 11, 2016, at the terms and conditions as containedin notice of the Annual General Meeting to be held on September 26, 2013. Pursuant toSection 255 and 256 of the Companies Act, 1956 read with Article 86 of the Articles ofAssociation of the Company, Shri S. N. Gupta, Chairman & Managing Director, Shri RamKanwar, Shri Pankaj Gupta and Shri Naresh Agarwal, Directors of the Company, are liable toretire by rotation at the ensuing Annual General Meeting and being eligible have offeredthemselves for re-appointment. The brief resume/details relating to the Directors who areto be appointed/re-appointed are furnished in the notice for Annual General Meeting whichforms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, pertainingto the Directors' Responsibility Statement, your Directors confirm that:
(i) in the preparation of the Annual Accounts for the year ended March 31, 2013,applicable accounting standards have been followed by the Company;
(ii) the Accounting Policies selected in consultation with the Statutory Auditors havebeen applied consistently and judgments and estimates made are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of profit of the Company for that period;
(iii) proper and sufficient care has been taken to the best of knowledge and abilityfor maintenance of adequate accounting records in accordance with the provisions of thisAct, for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the annual accounts for the year have been prepared on a "going concernbasis".
Subsequent to the approval accorded by the Central Government under Section 233B(2) ofthe Companies Act, 1956, the Board has re-appointed M/s M. K. Singhal & Co., CostAccountants, as Cost Auditor of the Company to conduct an audit of cost accountsmaintained by the Company, for the financial year 2013-14.
AUDITORS AND INDEPENDENT AUDITORS' REPORT
M/s B. K. Goel & Associates, Chartered Accountants, the Statutory Auditors of theCompany, retire at the ensuing Annual General Meeting and are eligible for reappointment.They have expressed their willingness to continue as the Statutory Auditors, ifre-appointed at the Annual General Meeting to hold office until the conclusion of the nextAnnual General Meeting of the Company.
The Company has also received a certificate from the Auditors stating that theirappointment, if made, would be within the prescribed limit under Section 224(1B) of theCompanies Act, 1956 and that they are not disqualified for such appointment within themeaning of Section 226 of the Act.
The notes to Accounts referred to in the Independent Auditors' Report areself-explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to the Conservation of Energy, Technology Absorption andForeign Exchange Earnings & Outgo, as prescribed under Section 217(1)(e) of theCompanies Act, 1956 read with the Companies (Disclosures of Particulars in Report of Boardof Directors) Rules, 1988 form part of this Report as Annexure-'II'.
During the financial year ended March 31, 2013, none of the employees was in receipt ofremuneration exceeding limit specified under Section 217(2A) read with the amendedCompanies (Particulars of Employees) Rules, 1975.
Your Company believes that good Corporate Governance is the basis of stakeholders'satisfaction and is thus, committed to attain the highest level of transparency,accountability and compliance of law in all facets of operations.
A detailed report on Corporate Governance along with the certificate from the StatutoryAuditors confirming compliance with the conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement with NSE, forms part of this Report.
Your Directors take this opportunity to express their gratitude for the assistance andcooperation received from the shareholders, customers, vendors, financial institutions,banks, Government authorities for their consistent support and cooperation to the Companyduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the committed services by the executives, staff and workers of theCompany.
| ||On behalf of the Board |
|New Delhi ||S. N. Gupta |
|August 12, 2013 ||Chairman & Managing Director |