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Bhaskar Agrochemicals Ltd.

BSE: 524534 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE972C01018
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Bhaskar Agrochemicals Ltd. (BHASKARAGROCHEM) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Director’s Report together withAudited Statements of Accounts for the year ended 31st March 2017.

1. FINANCIAL RESULTS:

Your Directors are happy to report the operational results of the Company for the yearended 31st March 2017 the details of which are as under:

(Amount in Rs.)

Particulars 2016-2017 2015-2016
Gross Income 278111387 266311779
Profit Before Interest and Depreciation 16583210 17462854
Finance Charges 5805711 1632814
Excess/short provision of earlier years 0 35562
Net Profit After Tax 10777499 15794478

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of theCompany between 31st March and the date of Board’s Report. (i.e. 01/09/2017).

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board’s Report there was no changein the nature of Business.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.

5. TRANSFER TO RESERVES:

Directors have decided not to transfer any amount to reserves for the year.

6. DIVIDEND:

The Directors have not recommended dividend for the year.

7. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

8. DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013:

No material changes and commitments which could affect the Company’s financialposition have occurred between the ends of the financial year of the Company.

9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls. The Company maintains appropriate system of internal controlincluding monitoring procedures to ensure that all assets are safeguarded against lossfrom unauthorized use or disposition. Company policies guidelines and procedures providefor adequate checks and balances and are meant to ensure that all transactions areauthorized recorded and reported correctly.

10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company’s operations in future.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The related party transactions during the year are given elsewhere in the Annualreport.

12. BOARD MEETINGS DURING THE YEAR:

During the financial year 2016-2017 the Board of Directors duly met 9 (Nine) times on09.05.2016 21.05.2016 30.05.2016 02.07.2016 12.08.2016 15.09.2016 13.10.201612.11.2016 and 13.02.2017 in respect of which proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

13. CORPORATE GOVERNANCE:

Corporate Governance is not applicable to the company since the paid up equity sharecapital and net worth of the company does not exceed Rs.10 crores and Rs. 25 croresrespectively. However the company voluntarily provides a separate section in the annualreport titled "Report on Corporate Governance" along with the Auditors’Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule Vof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

14. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board had appointed Mr. Vivek Surana Practicing Company Secretary toundertake the secretarial audit of the Company for the year 2016-17. The Secretarial auditreport is enclosed as Annexure- II and forms part of this report.

15. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report in Annexure- III.

16. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:

During the year under review Sri P. Praveen Kumar Director of the Company wasredesignated as Director cum CFO of the Company Mr. Parasharam Ramchandra Adav isappointed as the Company Secretary of the Company and further there was no change in thecomposition of Directors.

Smt. P. Rajya Lakshmi Director retires by rotation and being eligible offers herselffor reappointment. Your directors recommend for her reappointment Sri. Pattabhi Rama RaoManaging Director of the Company and Sri. P. Praveen Kumar Whole time Director of theCompany are being re-appointed for a further period of three years subject to the approvalof shareholders.

17. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Sri. S.V. Satyanarayana Chowdary and Sri.Ch. Sudhakar Independent directors of the Company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 - Annexure-IV.

18. DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm 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; and

(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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

19. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:

The Company does not have any Subsidiary. During the year neither any Company becameits subsidiary nor ceased to be its subsidiary.

20. STATUTORY AUDITORS:

The Auditors M/s. R. Kankaria & Uttam Singhi Chartered Accountants Secunderabadretire at the ensuing Annual General Meeting and M/s. S. Singhvi & Co. CharteredAccountants are being appointed in place of the retiring auditors for a period of fiveyears from the conclusion of this Annual General Meeting [AGM] till the conclusion of 34thAGM. Your Board of Directors have recommended the appointment of M/s. S. Singhvi &Co. based on the recommendation of the Audit Committee to the members for their approvalat the forthcoming Annual general meeting.

21. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company adopts Indian Accounting Standards with effect from 01st April2017. The implementation of Indian Accounting Standards (IAS) is a major change processfor which the Company has set up a dedicated team and is providing desired resources forits completion within the time frame. The impact of the change on adoption of said IAS isbeing assessed.

22. AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for theyear ended March 31 2017 and has noted that the Company has not provided depreciation onbuilding and Plant & Machinery relating to Unit-II in the books of account of thecompany as the Unit-II is closed.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013.

The Company was in the process of identifying suitable candidates for the position ofCompany Secretary and Chief Financial Officer and the same were appointed w.e.f.15.09.2016.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crore or more a net profit of Rs. 5 Crore or more during the financial year orsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company’s website i.e. www.bhaskaragro.com.

Archival Policy

Code of conduct for Independent Directors Code of Fair Disclosure Policy Determinationof Materiality of Events Policy Nomination and Remuneration Policy Transactions withRelated Parties Policy Preservation of Documents Policy Vigil Mechanism Policy Code ofConduct for Board of Directors and Senior Management Terms of Appointment of IndependentDirectors Criteria of Payment to Non Executive Directors

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Details regarding Energy Conservation Technology Absorption Foreign Exchange Earningsand outgo as required by Section 134 of the Companies Act 2013 are detailed as below:

A. Energy conservation: POWER & FUEL CONSUMPTION

31.03.2017 31.03.2016
1 Electricity (Purchased) Units (Mwh) 163.81 165.12
Total Amount (Rs. Lakhs) 18.19 16.11
Rate per Unit (Rs) 11.10 9.76
2 Electricity (Generated) units (Mwh) 36.88 30.6
Diesel consumed in Liters 11400 6800
Total Amount (Rs.) 663858 345984
Rate per Unit (Rs.) 18.00 11.31
3 Total Units consumed 200.69 195.72
Units consumed in per lac production

a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.

B. Technology Absorption:

Company’s products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal

C. Foreign Exchange earnings and outgo: Nil

26.INSURANCE:

The major fixed assets of the Company are insured.

27.PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans Guarantee or Provide Security to any other bodycorporate or person or acquired securities within the meaning of Section 186 of theCompanies Act 2013.

28.CREDIT AND GUARANTEE FACILITIES:

The Company has availed credit facilities from Axix Bank during the year.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

The ratio of the remuneration of each Director to the median employee’sremuneration and other details in terms of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed in Annexure – V and forms part of this Report.

31. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

32. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:

The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.

34. SECRETARIAL STANDARDS:

The company is in compliance with SS 1 & SS 2.

35. EVENT BASED DISCLOSURES:

1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.

2. Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.

3. Issue of shares under employee’s stock option scheme: The Companyhas not issued any equity shares under Employees Stock Option Scheme during the year underreview and hence no information as per provisions of Section 62(1) (b) of the Act readwith Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.

4. Non- Exercising of voting rights: During the year under review therewere no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase ofits shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during theperiod under review.

7. Disclosure about revision: Since the company did not undergo anyrevision this clause is Not Applicable to the company for the period under review.

8. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

No. of complaints received: Nil
No. of complaints disposed off: Nil

37. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels for the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board for BHASKAR AGROCHEMICALS LIMITED
P.PRAVEEN KUMAR P.PATTABHI RAMA RAO
Wholetime Director & CFO MANAGING DIRECTOR
Place: Hyderabad DIN : 00353720 DIN : 00353641
Date: 01.09.2017 Sd/-
PARASHARAM RAMCHANDRA ADAV
Company Secretary