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Bharat Rasayan Ltd.

BSE: 590021 Sector: Agri and agri inputs
NSE: BHARATRAS ISIN Code: INE838B01013
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NSE 15:31 | 23 May 2678.85 -30.70
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OPEN 2665.00
PREVIOUS CLOSE 2719.55
VOLUME 208
52-Week high 3112.00
52-Week low 1051.00
P/E 24.24
Mkt Cap.(Rs cr) 1,145
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2665.00
CLOSE 2719.55
VOLUME 208
52-Week high 3112.00
52-Week low 1051.00
P/E 24.24
Mkt Cap.(Rs cr) 1,145
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Rasayan Ltd. (BHARATRAS) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 27thAnnual Report together with the Audited Statement of Accounts of Bharat Rasayan Limited("the Company") for the year ended March 31 2016.

Financial Performance

The summarized standalone results of your Company are given in the table below.

Particulars As at 31/03/2016 As at 31/03/2015
Total Income 45610.67 43962.97
Total Expenses 40455.02 39156.57
Profit before Interest Depreciation & Tax (EBITDA) 8105.61 8222.88
Provision for Income Tax (including for earlier years) 1768.00 1631.49
Net Profit after Tax 3387.64 3174.91
Earnings Per Share (EPS) 79.73 74.73

Summary of Operations

During the year your Company's profit after tax stood at '3387.64 Lacs vis-a-vis'3174.91 Lacs in the previous year registering a growth of approx. 6.70%.

Reserves

During the year the Company has transferred '20000000/- (Rupees Two Crores only) toGeneral Reserves of the Company.

Dividend

Your Directors have recommended a dividend of '1.20 per equity share of '10/- each forfinancial year 2015-16. The final dividend subject to the approval of the members at theAnnual General Meeting will be paid to those members whose names appear in the Register ofMembers or in the records of the Depositories i.e. National Securities DepositoriesLimited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial ownersof the shares as at the end of business hours on the record date.

Details of Board Meetings

During the year Six (6) number of Board meetings were held details of which are givenbelow:

Date of the meeting No. of Directors attended the meeting
29.05.2015 7
16.07.2015 7
12.08.2015 7
29.09.2015 6
09.11.2015 6
10.02.2016 6

Capital/ Finance

As on 31st March 2016 the issued subscribed and paid up share capital ofyour Company stood at '42487400/- comprising 4248740 equity shares of '10/- each.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act') and Rule 12(1)of the Companies (Management and Administration) Rules 2014 extract of annual return isannexed.

Committees of Board

The details of composition of the Committees formulated by the Board of Directors areas under:-

a. Audit Committee

Sl. No. Name Chairperson/ Members
1. Smt. Sujata Agarwal Chairperson
2. Shri Pankaj Gupta Member
3. Shri R.P.Gupta Member
4. Shri Amit Gupta* Member

*Shri Amit Gupta ceased to be a member of the Committee w.e.f. 01.02.2016 During theyear the Committee had met on 29.05.2015 12.08.2015 09.11.2015 and 10.02.2016.

b. Nomination & Remuneration Committee

Sl. No. Name Chairperson/ Members
1. Smt. Suiata Agarwal Chairperson
2. Shri Pankaj Gupta Member
3. Shri Ram Kanwar Member
4. Shri Amit Gupta* Member

*Shri Amit Gupta ceased to be a member of the Committee w.e.f. 01.02.2016 During theyear the Committee had met on 29.05.2015 16.07.2015 and 29.09.2015.

c. Corporate Social Responsibility Committee

Sl. No. Name Chairperson/ Members
1. Shri M.P.Gupta Chairperson
2. Shri R.P.Gupta Member
3. Smt. Suiata Agarwal Member
4. Shri Amit Gupta* Member

*Shri Amit Gupta ceased to be a member of the Committee w.e.f. 01.02.2016 During theyear the Committee had met on 30.01.2016.

The Committee had approved the CSR policy and the Budget. The CSR policy is uploaded onCompany's website. Further the Report on CSR Activities/ Initiatives is enclosed asannexure.

d. Stakeholders Relationship / Shareholder Grievance Committee

Sl. No. Name Chairperson/ Members
1. Shri Pankaj Gupta Chairperson
2. Smt. Sujata Agarwal Member
3. Shri M.P.Gupta Member
4. Shri Amit Gupta* Member

*Shri Amit Gupta ceased to be a member of the Committee w.e.f. 01.02.2016

During the year the Committee had met on 01.04.2015 01.07.2015 01.10.2015 and01.01.2016.

e. Share Transfer Committee

Sl. No. Name Chairperson/ Members
1. Shri M.P.Gupta Chairperson
2. Shri R.P.Gupta Member
3. Smt. Sujata Agarwal Member
4. Shri Amit Gupta* Member

*Shri Amit Gupta ceased to be a member of the Committee w.e.f. 01.02.2016

During the year the Committee had met on 09.04.2015 21.04.2015 30.04.201511.05.2015 20.05.2015 29.05.2015 10.06.2015 19.06.2015 30.06.2015 10.07.201520.07.2015 31.07.2015 10.08.2015 20.08.2015 31.08.2015 10.09.2015 18.09.201529.09.2015 20.10.2015 31.10.2015 10.11.2015 20.11.2015 30.11.2015 10.12.201522.12.2015 31.12.2015 20.01.2016 10.02.2016 22.02.2016 29.02.2016 05.03.201618.03.2016 and 30.03.2016

f. Committee of Directors

Sl. No. Name Chairperson/ Members
1. Shri S.N.Gupta Chairperson
2. Shri M.P.Gupta Member
3. Shri R.P.Gupta Member
4. Shri Amit Gupta* Member

*Shri Amit Gupta ceased to be a member of the Committee w.e.f. 01.02.2016

During the year the Committee had met on 21.04.2015 11.05.2015 15.06.201531.08.2015 24.11.2015 31.12.2015 and 27.01.2016.

g. Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act

2013 your Directors confirm that:

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

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments 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 in the case of a listed company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and

(1) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors their Report and Notes to Financial Statements

In the AGM held on 28th September 2015 M/s. B.K.Goel & Associates CharteredAccountants have been appointed Statutory Auditors of the Company for a period of fouryears. Ratification of appointment of Statutory Auditors is being sought from the membersof the Company at the ensuing AGM.

Further the report of the Statutory Auditors alongwith notes to Schedules is enclosedto this report. The observations made in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.

Cost Audit

In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s.M.K.Singhal & Co. Cost Accountants have been appointed as Cost Auditors to conductthe audit of cost records of your Company for the financial year 2016-17. The remunerationproposed to be paid to them requires ratification of the shareholders of the Company. Inview of this your ratification for payment of remuneration to Cost Auditors is beingsought at the ensuing AGM.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairswithin the stipulated time period.

Secretarial Audit

In terms of Section 204 of the Act and Rules made thereunder M/s. Mamta Jain &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as annexure to this report.The report is self-explanatory and do not call for any further comments.

Particulars of Loan Guarantees or investments

(i) Amount outstanding as at 31st March 2016

Particulars Amount (' in Crores)
Loans Given Nil
Guarantees Given Nil
Investments Made in Mutual Funds 18.00

(ii) Loan Guarantee and Investments made during the Financial Year 2015-16

Name of Entity Relation Amount (in ') Particulars of loan guarantee and investments Purpose for which the loans guarantee and investments are proposed to be utilized
Mutual Funds (Short term) - 50000000 Short Term Investments Cash Management
Mutual Funds (Short term) - 50000000 Short Term Investments Cash Management
Mutual Funds (Short term) - 150000000 Short Term Investments Cash Management
Mutual Funds (Short term) - 180000000 Short Term Investments Cash Management

Related party transactions

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure in Form AOC-2 and the same forms part of this report.

Human Resources

Your Company treats its "Human Resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has alreadyadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed thereunder.

During the financial year 2015-16 the Company has not received any complaint on sexualharassment.

Vigil Mechanism

Pursuant to the requirement of the Act the Company has established vigil mechanism achannel through which the Directors and Employees of the Company have a secure mechanismto report genuine concerns including any unethical behavior actual or suspected fraudstaking place in M/s Bharat Rasayan Limited for appropriate action or reporting.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.

A separate meeting of the Independent Directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the Non-IndependentDirectors and the Chairman.

Some of the key criteria which were being considered for performance evaluation were asfollows:

• Attendance at Board or Committee Meetings;

• Contribution at Board or Committee Meetings;

• Guidance/support to Management outside Board/Committee Meetings;

• Degree of fulfilment of key responsibilities;

• Board structure and composition; and

• Effectiveness of Board process;

Risk Management Policy

In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

Declaration by Independent Directors

Shri Pankaj Gupta Shri Ram Kanwar and Smt. Sujata Agarwal are independent Directors onthe Board of your Company. In the opinion of the Board and as confirmed by theseDirectors they fulfils the conditions specified in Section 149 of the Act and the Rulesmade thereunder about their status as Independent Directors of the Company.

Company's Policy on Appointment and Remuneration

During the year under review the Company is duly following the Nomination andRemuneration Policy. This remuneration policy has been prepared pursuant to the provisionsof Section 178(3) of the Companies Act 2013 ("Act") and the relevant ListingRegulations.

Ratio of Remuneration of Director

The information required under Section 197 of the Act and the Rules made thereunder inrespect of employees of the Company is enclosed as Annexure to the Board's Report.

Internal Financial Control

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews being made by management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2015-16.

Auditors' Report and Secretarial Auditors' Report

The Auditors' Report and Secretarial Auditors' Report do not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an annexure which forms part of this report.

Directors and Key Managerial Personnel

Shri S.N.Gupta and Shri V.K.Sharma Directors of the Company retire by rotation at theforthcoming Annual General Meeting and being eligible offer themselves for reappointment.

During the year Shri Amit Gupta has resigned from the position of Directorship w.e.f.01.02.2016.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany if any.

Pursuant to the provisions of Section 203 of the Act the key managerial personnel ofthe Company are - Mr. Rakesh Verma Chief Financial Officer and Ms. Nikita Bahl CompanySecretary of the Company. During the year Ms. Sonali Singh Company Secretary has left theorganization w.e.f. 17.05.2015 and Ms. Nikita Bahl has joined the organization as CompanySecretary w.e.f. 01.07.2015.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading ofInformation regarding Unpaid and Unclaimed amounts lying with Companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 28th September2015) with the Ministry of Corporate Affairs.

Deposits from public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

Disclosure requirements

As per SEBI Listing Regulations corporate governance report with auditor's certificatethereon and management discussion and analysis are attached which form part of thisreport.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 none of the employees was in receipt of remuneration exceeding the limit specifiesin the Act and the corresponding rules.

Details of Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

(a) Conservation of Energy

Energy conservation has been an important thrust area of the management and is beingcontinuously monitored and efforts to conserve and optimize the use of energy throughimproved operational methods and other means are being continued on an ongoing basis. Wehave persistent in our efforts to ensure reuse recycling to the extent possible.

Wherever possible energy conservation measures have already been implemented by yourCompany.

With growing concerns there has been an exhaustive search made for means ofalternative energy which may be considered for implementation in future and your Companywould continue to explore alternative sources of energy in future. Sustainability isdeeply rooted in all the operations of your Company.

The energy consumption and the cost of production are being kept under control.

(b) Technology Absorption and Research and Development (R&D)

Technology Absorption Adaptation & Innovation

1. The Company has no technical collaboration and the processes are carried out on thestandard known technology and efforts are made to improve upon the same on an ongoingbasis.

2. The Company has been in a position to cater to the requirements of customers bothIndian and foreign.

3. The Company has not imported any technology so far.

Research & Development (R&D)

1. Company's In-house R&D facilities are recognized by the Ministry of Science andTechnology New Delhi.

2. R&D efforts of the Company are directed towards quality assurance andimprovement of existing products quality.

3. Development of new processes for products is carried out on an ongoing basis.Several new products were developed during the year under review with special impetus onfollowing aspects.

• Develop new products for contribution in growth of the Company.

• Competitive in terms of technical & commercial point of view.

• Enhanced effectiveness of products towards end use.

• More environment friendly process.

• More safe to manufacture.

4. Expenditure on R&D by Company's In-house R&D Unit:

• Capital : '9.79 lacs
• Recurring : '70.60 lacs
• Total : '80.39 lacs
• Total R&D expenditure (as % of total expenditure) : 0.20%

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was '17664 lacs and the total foreignexchange earned was '12649 lacs.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.

Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.

Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

For and on behalf of the Board
M/s Bharat Rasayan Limited
Sd/-
(S.N.Gupta)
Chairman & Managing Director
DIN:00024660
Place : New Delhi
Date : August 11 2016