Your Directors have great pleasure in presenting the 33 Annual Report along with theAudited Statement of Accounts for the year ended 31 March 2018.
(Rs. In Lakhs)
|Particulars ||2017-18 ||2016-17 |
|Sales and other Income ||3569.45 ||4579.00 |
|Profit / (Loss) before tax and appropriation ||16.95 ||(98.36) |
|Profit / (Loss) after tax ||(2.26) ||(87.88) |
|Balance brought forward ||6027.66 ||6115.54 |
|Appropriations || || |
|Interim Dividend ||0.00 ||0.00 |
|Proposed Final Dividend ||0.00 ||0.00 |
|Tax on Dividends (Interim & Proposed) ||0.00 ||0.00 |
|General Reserve ||0.00 ||0.00 |
|Balance Carried To Balance Sheet ||6025.40 ||6027.66 |
OPERATIONAL REVIEW & STATE OF COMPANY'S AFFAIRS :
a.) Fertilizer Division :-
The Company has produced 27790 M.T and sold 29050 M.T Single Super Phosphate during theyear ended 31 March 2018.
Company has started production of fortified SSP with Zinc which is getting positiveresponse from dealers and farmers. Company targeted 50% capacity utilization for the year2018-19 and expected maximum realization on account of increase in prices and subsidy fromRs.2166/PMT to Rs.2734/PMT.
Company put a set-up of 500 KWH solar system which is cost effective and will reducecost by 30-35% in coming years.
b) Realty Division
Company's 6 High Rise Towers with 370000 sq.ft area completed successfully andremaining area of 9000 sq.ft will be sold out during the year 2018-19. Company is having305000 sq.ft inventory from TDR which will be started by October 2018 with 1 and 2 BHK in70:30 ratio with best amenities and facilities having a projected revenue of Rs.350 crorefrom Phase II.
Approvals and sanctions from TMC obtained and work will be started as soon as MoEFpermission is received from 14 floor to 23 floor for which application is pending forhearing.
c) Resort Division
The Company has developed "ANCHAVIYO" resort with 19 luxurious room at acapital cost of Rs.13 crore spread over an area of 8-acre N.A land. Resort is running infull swing and fetching popularity as it is only 80 kms away from Mumbai Airport andhaving huge landscape outdoor facilities and amenities of swimming pool health SPA MiniTheatre Boating Cycling Jogging Path surrounded with trees.
Company is planning for developing destination wedding with 168 sophisticated roomslike castle at an estimated cost of Rs.30 Crore over 35 acre land on the bank of RiverVaitarana under the brand of "CASA ANCHAVIYO".
Development work will be started once all necessary permissions obtained till such timework will be started for land levelling and fencing with other infrastructure work.
Your Directors have not recommended any dividend for the year ended 31 March 2018 dueto losses incurred during the financial year.
Your Directors do not propose to transfer any amount to the Reserves.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31 March 2018 was Rs. 52855110/- dividedinto 5285511 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has neither issued any shares nor granted any stock optionsor sweat equity.
SUBSIDIARIES ASSOCIATE COMPANIES & JOINT VENTURES:
MOL CHEM LIMITED is an associate.The company's gross revenue for FY 2017-18 stood atRs. 4196319. The company made a loss of Rs.16485768. However the Company does nothave any Subsidiary or Joint Venture. The details of Associate Company containing salientfeatures of financial statement in 'AOC-1' are shown in Annexure "A"which formspart of the report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company is having in place a "Corporate Social Responsibility" (CSR)Committee. As part of its initiativesunder 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 activitiesis annexed herewith as: Annexure "B".
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Directors have laid down internal financial controls to be followed by your Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically.
CORPORATE GOVERANANCE AND 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 formsan integral part of this Report are set out as separate Annexures together with theCertificate from the Practising Company Secretaries regarding compliance with therequirements of Corporate Governance as stipulated in the SEBI Listing Regulations.
RELATED PARTY TRANSACTIONS:
All related party transactions entered during the Financial Year were in ordinarycourse of the business and on an arm's length basis. No material related partytransactions were entered during the Financial Year by your Company. Accordingly nodisclosure is made in respect of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Number of meetings of the board of directors:
The Board met 7 (seven) times during the financial year. The meeting details areprovided in the Corporate Governance Report that forms a part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Shri. K. N. Jethwa (DIN: 00107034) WholetimeDirector retires by rotation and being eligible offers himself for re-appointment.
Re-appointment Appointment & Resignation:
The Board of Directors on recommendation of the Nomination and Remuneration Committeehas approved the re-appointment of:
Shri.Yogendra D. Patel as Managing Director Smt. Anjni Y. Patel as Whole timeDirector Ms. Chandni Y. Patel as Whole time Director Shri.K. N. Jethwa as Whole timeDirector for a period of 3 (three) years with effect from 11th June 2018 subject toapproval of the members at the ensuing Annual General Meeting.
Shri.Vijal Y. Patel as Whole time Directorfor a period of 3 (three) years with effectfrom 28 May 2019 subject to approval of the members at the ensuing Annual GeneralMeeting.
Based on evalutions and recommendations of Nomination and Remuneration Committee and interms of the provisions of Section 149 150 152 read with Schedule IV and any otherapplicable provisions of the Act and the Listing Regulations the Board recommendsre-appointment of Shri. YogeshS. Rathod Shri. Ramesh J. Vekaria and Shri. Suresh M.Bhadrecha as Independent Directors for another term of 5 (five) consecutive years witheffect from 28 May 2019 31 March 2019 and 31 March 2019 respectively with the approvalof Members.
Pursuant to the provisions of Section 149 150 152 read with Schedule IV and any otherapplicable provisions of the Act and the Listing Regulations Shri. Chunilal B. Gherwadain respect of whom the Company has received a notice in writing along with a deposit froma member proposing his candidature has been appointed as an Independent Director to holdoffice for a term of 5 (five) consecutive years with effect from 30 May 2018.
Shri.Shirish P. Gajendragadkar Independent Director has resigned from the office witheffect from 30 May 2018.
Statement on declaration given by Independent Directors:
The Independent Directors have submitted the declaration of independence as requiredpursuant section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence provided under Section 149(6) of the Act and the SEBI 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 expressed theirsatisfaction with the evaluation process.
Key Managerial Personnel:
The following persons are the Key Managerial Personnel of the Company:
|Sr. No. 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:
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:
Pursuant to Section 134 of the Act with respect to Director Responsibility statementit is hereby confirmed that:
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 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.
In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations 2015and Companies Act 2013 the Company is having an Audit Committee. The Committee acts inaccordance with the terms of reference specified from time to time by the Board. Thedetails of the terms of Audit Committee and other details are explained in the CorporateGovernance Report.
REMUNERATION & NOMINATION POLICY:
The Board of Directors as per recommendations of the Nomination& RemunerationCommittee has framed a policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The policy laysdown the criteria for selection and appointment of Board Members. The details of thepolicy are explained in the Corporate Governance Report.
AUDITORS AND AUDIT REPORTS: Statutory Auditor:
M/s. Verma Mehta& Associates Chartered Accountants (Firm Registration No.112118W) are proposed to be appointed as the Statutory Auditors of the Company for aperiod of five years commencing from the conclusion of 33 AGM of the Compnayto hold officetill the conclusion of the 38 AGM. As required under the provisions of section 139 &142 of the Companies Act 2013 the Company has obtained written confirmation fromM/s.Verma Mehta & Associates that their appointment if made would be in conformitywith the limits specified 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 as Annexure 'C' and forms an integral part to thisReport.
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 appointed M/s.S R Singh & Co. Cost Accountants as the Cost Auditors to conduct the audit of thecost records of the Company for the Financial Year 2018-19 at a remuneration of Rs.75000/- plus taxes as may be applicable and out of pocket expenses. As required under theprovisions of the Companies Act 2013 a resolution seeking member's approval forremuneration payable to the Cost Auditor forms part of the Notice convening the AnnualGeneral Meeting.
Pursuant to provisions of Section 138 of the Companies Act 2013 the Board onrecommendation of the Audit Committee has appointment M/s. B. J. Shah & AssociatesChartered Accountants having a Registration No. 109500W as Internal Auditors of theCompany.
There were no audit qualifications in the Statutory Auditors Report as well as in theSecretarial Audit Report for the financial year 2017-2018 as annexed to this AnnualReport.
The Board in its meeting dated 30th 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 thisReport.
The Board of Directors affirm that the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
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.
Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
Material Changes and Commitments Affecting Financial Position betweenthe End oftheFinancial Year and Date of Report:
There were no material changes affecting the financial position of the Company betweenthe end of the financial year and date of report.
Changes in Nature of Business:
No significant changes had been made in the nature of the business of the companyduring the financial year.
Significant and material orders passed by the 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 during thefinancial year ended 31 March 2018.
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 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. 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 BoardMembers and Senior Management Personnel have confirmed compliance with the 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. 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 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 accountingstandardsand the Companies Act 2013.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act & Rules framed thereunder either to the Company or to the 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 hard worksolidarity cooperation and support of employees at all levels.
| ||For and on behalf of the Board |
| ||For Bharat Agri Fert & Realty Limited |
| ||Sd/- |
|Registered Office: ||YOGENDRA D. PATEL |
|301 3 Floor Hubtown Solaris ||CHAIRMAN & MG. DIRECTOR |
|N. S. Phadke Marg Near Gokhale Bridge ||(DIN: - 00106864) |
|Andheri (East) Mumbai 400 069. || |
|Date : 30 May 2018. || |
|Place : Mumbai || |