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Bharat Rasayan Ltd.

BSE: 590021 Sector: Agri and agri inputs
NSE: BHARATRAS ISIN Code: INE838B01013
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VOLUME 210
52-Week high 14362.90
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P/E 25.94
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OPEN 11259.70
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VOLUME 210
52-Week high 14362.90
52-Week low 9482.75
P/E 25.94
Mkt Cap.(Rs cr) 4,663
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 the33rd Annual Report together with the Audited Statement of Accounts of BharatRasayan Limited ("the Company") for the year ended March 312022.

Financial Performance

The summarized standalone & consolidated results of your Companyand are given in the table below.

(Rs in Lakhs)

Particulars Standalone Consolidated
As at 31.03.2022 As at 31.03.2021 As at 31.03.2022 As at 31.03.2021
Total Income 131679 109913 131679 109913
Total Expenses (excluding Interest and Depreciation) 105021 85374 105021 85374
Shares of Profit of a Joint Venture N.A. N.A. 115 59
Profit before Interest Depreciation & Tax (EBITDA) 26658 24539 26543 24480
Provision for Income Tax (including for earlier years) 5769 5148 5769 5148
Profit after Tax 17713 16446 17598 16387
Other Comprehensive Income (12) (7) (12) (7)
Total Comprehensive Income for the year 17701 16439 17586 16380
Earnings Per Share (EPS) [in '] 426.29 387.09 423.52 385.70

Summary of Operations

During the year your Company's profit after tax stood at '17713 Lakhsvis-a-vis '16446 Lakhs in the previous year registering a growth of approx. 7.70%.

COVID-19 Pandemic & Impact on our Business

The Company continues to adopt measures to curb the impact of COVID-19pandemic in order to protect the health of its employees and ensure business continuitywith minimal disruption including remote working maintaining social distancingsanitization of workspaces etc. The Company has taken into account all the possibleimpacts of COVID-19 in preparation of these financial statements including but notlimited to its assessment of liquidity and going concern assumption and recoverable valuesof its financial and non-financial assets. The Company has carried out this assessmentbased on available internal and external sources of information up to the date of approvalof these financial statements and believes that the impact of COVID-19 is not material tothese financial statements and expects to recover the carrying amount of its assets andmeet the current financial obligations. However the impact assessment of this pandemic isa continuing process given the uncertainties associated with its nature and duration.Accordingly the Company will continue to monitor any material changes to future economicconditions.

Reserves

During the year the Company has not transferred any amount to GeneralReserves of the Company.

Dividend

Your Directors have recommended a dividend of '1.50 per equity share of'10/- each for financial year 2021-22. The final dividend subject to the approval of themembers at the Annual General Meeting will be paid to those members whose names appear inthe Register of Members or in the records of the Depositories i.e. National SecuritiesDepositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) asbeneficial owners of the shares as at the end of business hours on the record date.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI ListingRegulations') the Board of Directors of the Company has adopted a Dividend DistributionPolicy ('Policy') which aims to maintain a balance between profit retention and a fairsustainable and consistent distribution of profits among its Members. The Policy isavailable on the website of the Company under the 'Investor Relations' section at www.bharatgroup.co.in.

Financial Liquidity

Cash and Cash equivalent as at March 31 2022 was '33.49 Lakhs comparedwith previous year of '2662.76 Lakhs. The Company's working capital management is based ona well organized process of continuous monitoring and controls on Receivables Inventoriesand other parameters.

Details of Board Meetings

During the year Six (6) number of Board meetings were held details ofwhich are given below:

Date of the meeting No. of Directors attended the meeting
29-05-2021 04
29-06-2021 08
11-08-2021 09
27-09-2021 06
11-11-2021 06
10-02-2022 08

Capital / Finance

As on 31st March 2022 the issued subscribed and paid up sharecapital of your Company stood at '41552680/- comprising 4155268 equity shares of'10/- each.

Corporate Governance

Maintaining high standards of Corporate Governance has been fundamentalto the business of your Company since its inception. A separate report on CorporateGovernance is provided together with a Certificate from the Statutory Auditors of theCompany regarding compliance of conditions of Corporate Governance as stipulated underListing Regulations. A Certificate of the CEO and CFO of the Company in terms of ListingRegulations inter-alia confirming the correctness of the financial statements and cashflow statements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed.

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Actthe Annual Return as on March 31 2022 is available on the Company's website as https://www.bharatgroup.co.in/bharat-rasayan/images/Annual-Return-31-03-2022.pdf.

Committees of Board

The details of composition of the Committees formulated by the Board ofDirectors are as under:

i. Audit Committee

Sr. No. Name Chairperson / Member
1. Shri Pradeep Kumar Aggarwal* Chairperson
2. Shri Pankaj Gupta Member
3. Shri Rajender Prasad Gupta Member
4. Shri Ankit Aggarwal@ Member

@ Shri Ankit Aggarwal appointed as a Member of the Committee w.e.f.09.08.2022

* Shri Pradeep Kumar Aggarwal ceased to be a Member/Chairperson of theCommittee w.e.f. 09.08.2022

During the year the Committee had met on 29.05.202129.06.202111.08.2021 11.11.2021 and 10.02.2022.

ii. Nomination & Remuneration Committee

Sr. No. Name Chairperson / Member
1. Shri Pradeep Kumar Aggarwal* Chairperson
2. Shri Pankaj Gupta Member
3. Shri Suresh Kumar Garg Member
4. Shri Ankit Aggarwal@ Member

@ Shri Ankit Aggarwal appointed as a Member of the Committee w.e.f.09.08.2022

* Shri Pradeep Kumar Aggarwal ceased to be a Member/Chairperson of theCommittee w.e.f.

09.08.2022

During the year the Committee had met on 29.05.202129.06.2021 and10.02.2022. iii. Corporate Social Responsibility Committee

Sr. No. Name Chairperson / Member
1. Shri Mahabir Prasad Gupta Chairperson
2. Shri Rajender Prasad Gupta Member
3. Smt. Sujata Agarwal Member

During the year the Committee had met on 25.06.2021 06.10.202131.01.2022 28.02.2022 and 23.03.2022. The Committee had approved the CSR Policy and theBudget. The CSR Policy is uploaded on Company's website. Further the Report on CSRActivities / Initiatives is enclosed as annexure. iv. Stakeholders Relationship /Shareholder Grievance Committee

Sr. No. Name Chairperson / Member
1. Shri Pankaj Gupta Chairperson
2. Smt. Sujata Agarwal Member
3. Shri Mahabir Prasad Gupta Member

During the year the Committee had met on 08.04.202112.07.202114.10.2021 and 08.01.2022. v. Share Transfer Committee

Sr. No. Name Chairperson / Member
1. Shri Mahabir Prasad Gupta Chairperson
2. Shri Rajender Prasad Gupta Member
3. Smt. Sujata Agarwal Member

During the year the Committee had met on 20.10.2021 13.01.2022 and15.01.2022.

vi. Committee of Directors

Sr. No. Name Chairperson / Member
1. Shri Sat Narain Gupta Chairperson
2. Shri Mahabir Prasad Gupta Member
3. Shri Rajender Prasad Gupta Member

During the year the Committee had met on 02.08.2021 20.10.202103.12.2021 21.12.2021 24.01.2022 28.02.2022 and 21.03.2022.

vii. Directors' Responsibility Statement

Pursuant to the requirement Clause (c) of Sub-Section (3) of Section134 of the Companies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the Directors had prepared the annual accounts on a going concernbasis;

(e) the Directors in the case of a listed company had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Statutory Auditors Report and Notes to Financial Statements

The Independent Auditor's Report of M/s. R.D Garg & Co. CharteredAccountants the Statutory Auditors of the Company on the financial statements of theCompany for the financial year ended 31st March 2022 read with relevant Notes toFinancial Statements are self-explanatory and do not call for any further explanation.

Cost Audit

In terms of the provisions of Section 148 and all other applicableprovisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 M/s. M.K.Singhal & Co. Cost Accountants have been appointed as Cost Auditors toconduct the audit of cost records of your Company for the financial year 2021-22. Theremuneration proposed to be paid to them requires ratification of the shareholders of theCompany. In view of this your ratification for payment of remuneration to Cost Auditorsis being sought at the ensuing AGM.

Your Company has filed the Cost Audit Report with the Ministry ofCorporate Affairs for the relevant financial year.

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 SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as annexure tothis report. The report is self-explanatory and do not call for any further comments.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditors have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under Section 143(12) of the Actdetails of which needs to be mentioned in this Report.

Credit Ratings

There were no changes in the credit ratings of the Company. As on March312022 the Company had credit rating of AA- (Double "A" Minus) for long termfacilities and A1+ (A One Plus) for short term facilities.

Fixed Deposits

The Company has not accepted any deposits from the public during theyear under review. No amount on account of principal or interest on deposits from thepublic was outstanding as on March 312022.

Particulars of Loans Guarantees or investments

(i) Amount outstanding as at 31st March 2022

Particulars Amount (Rs in Lakhs)
Loans Given Nil
Guarantees Given 373.95
Surety given to Custom & Excise Commissioner 1608.16
Investments Made in Mutual Funds Nil

(ii) Loans Guarantees and Investments made during the Financial Year2021-22

Name of Entity Relation Amount (Rs in Lakhs) Particulars of loans guarantees and investments Purpose for which the loans guarantees and investments are proposed to be utilized
Dakshin Gujarat Vij Company Limited Dahej Gujarat N.A. 38.04 Guarantee Given As security to Electricity Department
SHV Energy Pvt. Limited N.A. 12.00 Guarantee Given As security for Energy
SBI Mutual Funds (Short Term) N.A. 19800.00 Short Term Investments Cash Management

Disclosure

The details in relation to the composition of Audit Committeeestablishment of Vigil Mechanism for directors and employees Internal Financial Controlsand Director's Remuneration Policy of the Company have been given in the CorporateGovernance Report forming part of this Annual Report.

No significant or material orders were passed by the Regulators orCourts or Tribunals which impacts the going concern status and Company's operations infuture.

Compliance with Secretarial Standards

The Directors have devised proper systems and processes for complyingwith the requirements of applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India and that such systems were adequate and operatingeffectively.

Related Party Transactions

In line with the requirements of the Companies Act 2013 and amendmentto the Listing Regulations your Company has formulated a revised Policy on Related PartyTransactions which is also available on the Company's website at www.bharatgroup.co.in.The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committeefor review and approval. All Related Party Transactions are subjected to review with therequirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations. All Related Party Transactions entered during the year were in OrdinaryCourse of the Business and at Arm's Length basis. The disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is attached as Annexure.

During the year under review there is a Material Related PartyTransaction with M/s B R Agrotech Limited in which KMP/their relatives have significantinfluence amounting to '170.68 Crores which is equivalent to 12.96% of turnover as per thelast audited financial statements which were at arm's length basis and approved by theaudit committee. The said transaction is being placed before the members for theirapproval in the ensuing Annual General Meeting. The details of material Related PartyTransaction in Form AOC-2 is appended to this Report as Annexure which forms integral partof this Report.

Updates on Fire Incident at Dahej (Gujarat) on 17th May 2022

The accidental fire broke out in one of the Block i.e. Block-D at GIDCDahej District Bharuch Gujarat (India) on 17th May 2022. The Company has All RiskInsurance Policy (including Loss of Profit Policy) and is fully covered as far asinsurance is concerned. The Management is in the process of submitting requisiteinformation to Surveyor. Hence preliminary assessment / claim report is not received fromSurveyor. The other three manufacturing Blocks A B and C have not been affected and hasstarted Production from 30.06.2022. The works to remove the debris and Plant &Machineries is ongoing. The Surveyor is reviewing the assessment of loss of Raw MaterialStock Finished Goods and Work in Progress. The Technical Inspection of Plant &Machineries to ascertain the condition (repairable/replaceable) is under process. TheStructural Engineer report for damage to Civil construction is also under process. TheCompany is taking all appropriate safety measures to avoid recurrence of any sucheventuality in future.

Environment

As a responsible corporate citizen and as a chemicals manufacturerenvironmental safety has been one of the key concerns of the Company. It is the constantendeavor of the Company to strive for compliant of stipulated pollution control norms.

Joint Venture

The Company i.e. Bharat Rasayan Limited (BRL) has a Joint Venture("JV") Agreement with Nissan Chemical Corporation (NCC) a company incorporatedin Japan and with Nissan Bharat Rasayan Private Limited a company incorporated in India("JV" Company). The joint venture is operating through a company named 'NissanBharat Rasayan Private Limited' a company incorporated in India in which BRL has 30%share and NCC has 70% share. The Joint Venture Company i.e. Nissan Bharat Rasayan PrivateLimited has decided to construct new manufacturing factory in India for various technicalproducts. Nissan Chemical Corporation is a research based Company and is one of thelargest manufacturers of agrochemicals in Japan having global operations. Nissan ChemicalCorporation has developed good relationship of mutual trust with Bharat Rasayan Limitedand thus Nissan Chemical Corporation wants to enter into joint venture with Bharat RasayanLimited.

Business Responsibility Report

The Securities Exchange Board of India (SEBI) on November 2019 as perthe requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) and for better compliance with corporate governance normsdecided to make it mandatory for top 1000 listed companies to prepare annual businessresponsibility report covering their activities related to environment and stakeholderrelationships as a part of its Annual Report. Bharat Rasayan Limited (the"Company") being one of the top thousand listed company has to approve and adoptthe Business Responsibility Policy (the "Policy") which is based on principleslaid down in the National Voluntary Guidelines on Social Environmental and Economicresponsibilities of a Business published by the Ministry of Corporate Affairs towardsconducting business by a company. The Business Responsibility Report forms a part of thisAnnual Report.

Human Resources

Your Company treats its "Human Resources" as one of its mostimportant assets.

Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement.

Disclosure as per Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace andhas already adopted a policy on prevention prohibition and redressal of sexual harassmentat workplace 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 2021-22 the Company has not received anycomplaint on sexual harassment.

Vigil Mechanism

Pursuant to the requirement of the Act the Company has establishedvigil mechanism a channel through which the Directors and Employees of the Company have asecure mechanism to report genuine concerns including any unethical behavior actual orsuspected frauds taking place in M/s Bharat Rasayan Limited for appropriate action orreporting.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual Directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").

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

A separate meeting of the Independent Directors ("Annual IDMeeting") was convened which reviewed the performance of the Board (as a whole) theNon-Independent Directors and the Chairman.

Some of the key criteria which were being considered for performanceevaluation were as follows:

• 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 andimplemented the Risk Management Policy and the Audit Committee of the Board reviews thesame periodically.

The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.

Declaration by Independent Directors

During the year 2021-22 Shri Pankaj Gupta Shri Ram Kanwar Smt.Sujata Agarwal Shri Suresh Kumar Garg and Shri Pradeep Kumar Aggarwal are independentDirectors on the Board of your Company. They have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI ListingRegulations they have confirmed that they are not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgement and without any externalinfluence. The Board of Directors of the Company has taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe veracity of the same. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made thereunder and are independent ofthe management. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields ofscience and technology industry experience strategy finance and governance IT anddigitalisation human resources safety and sustainability etc. and that they hold thehighest standards of integrity.

The Independent Directors of the Company have confirmed that they haveenrolled themselves in the Independent Directors' Databank maintained with the IndianInstitute of Corporate Affairs ('IICA') in terms of Section 150 of the Act read with Rule6 of the Companies (Appointment & Qualification of Directors) Rules 2014 as amended.

Company's Policy on Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) is responsible fordeveloping competency requirements for the Board based on the industry and strategy of theCompany. The Board composition analysis reflects in-depth understanding of the Companyincluding its strategies environment operations financial condition and compliancerequirements.

The NRC conducts a gap analysis to refresh the Board on a periodicbasis including each time a Director's appointment or re-appointment is required. TheCommittee is also responsible for reviewing the profiles of potential candidates vis-a-visthe required competencies and meeting potential candidates prior to makingrecommendations of their nomination to the Board.

At the time of appointment specific requirements for the positionincluding expert knowledge expected is communicated to the appointee.

During the year under review the Board has also reviewed the list ofcore skills expertise and competencies of the Board of Directors as are required in thecontext of the businesses and sectors applicable to the Company which were mapped witheach of the Directors on the Board. The same is disclosed in the Corporate GovernanceReport forming part of the Annual Report.

Criteria for Determining Qualifications Positive Attributes andIndependence of a Director

The NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors in terms of provisions of Section 178(3)of the Act and Regulation 19 read with Part D of Schedule II of the SEBI ListingRegulations.

Independence: In accordance with the above criteria a Directorwill be considered as an 'Independent Director' if he/she meets the criteria forIndependence as laid down in the Act and Rules framed thereunder as amended andRegulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in placethat encourages diversity of thought experience knowledge perspective age and gender.It is also ensured that the Board has an appropriate blend of functional and industryexpertise. While recommending the appointment of a Director the NRC considers the mannerin which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed underthe Act the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgement. Independent Directors are also expected to abide by the 'Code forIndependent Directors' as outlined in Schedule IV to the Act.

Ratio of Remuneration of Director

The information required under Section 197 of the Act and the Rulesmade thereunder in respect of employees of the Company is enclosed as Annexure to theBoard's Report.

Internal Financial Control

The internal financial controls with reference to the FinancialStatements are commensurate with the size and nature of business of the Company.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews being made bymanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year 2021-22.

Secretarial Auditors' Report/ Secretarial Compliance Report

The Secretarial Auditors' Report do not contain any qualificationsreservations or adverse remarks. Report of the Secretarial Auditor is given as an annexurewhich forms part of this report.

In accordance with the SEBI Circular dated February 8 2019 theCompany has obtained an Annual Secretarial Compliance Report from M/s. Mamta Jain &Associates Practicing Company Secretary confirming compliances with all applicable SEBIRegulations Circulars and Guidelines for the year ended 31st March 2022.

Directors and Key Managerial Personnel

Shri Rajender Prasad Gupta and Shri Ajay Gupta Directors of theCompany retire by rotation at the forthcoming Annual General Meeting and being eligibleoffer themselves for reappointment.

Shri Kamleshwar Prasad Uniyal was re-appointed as a Whole Time Directorof the Company by the Board of Directors in their meeting held on 26.05.2022 for a furtherperiod of one year from 16.06.2022 to 15.06.2023.

Shri Pradeep Kumar Aggarwal has resigned from the position ofDirectorship w.e.f. 09.08.2022.

The Board of Directors in its meeting held on 09.08.2022 appointed ShriAnkit Aggarwal (DIN:01037530) as an Additional Director of the Company w.e.f. 09.08.2022pursuant to the provision of Section 161 of the Companies Act 2013.

During the year the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting feescommission and reimbursement of expenses if any incurred by them for the purpose ofattending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company are Mr. Rakesh Verma Chief Financial Officer and Ms.Nikita Chadha Company Secretary of the Company.

Annual Evaluation of Board Performance and Performance of itsCommittees and of Directors

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors.

The performance of the Board and individual Directors was evaluated bythe Board after seeking inputs from all the Directors. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee Members. The criteriafor performance evaluation of the Board included aspects such as Board composition andstructure effectiveness of Board processes contribution in the long term strategicplanning etc. The criteria for performance evaluation of the Committees included aspectssuch as structure and composition of Committees effectiveness of Committee meetings etc.The above criteria for evaluation was based on the Guidance Note issued by SEBI.

In a separate meeting the Independent Directors evaluated theperformance of Non-Independent Directors and performance of the Board as a whole. Theyalso evaluated the performance of the Chairman taking into account the views of ExecutiveDirectors and Non-Executive Directors. The NRC reviewed the performance of the Board itsCommittees and of the Directors. The same was discussed in the Board Meeting that followedthe meeting of the lndependent Directors and NRC at which the feedback received from theDirectors on the performance of the Board and its Committees was also discussed.Significant highlights learning and action points with respect to the evaluation werediscussed by the Board.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund(Uploading of information regarding Unpaid and Unclaimed amounts lying with Companies)Rules 2012 the Company has already filed the necessary form and uploaded the details ofunpaid and unclaimed amount lying with the Company as on the date of last AGM (i.e.14.09.2021) with the Ministry of Corporate Affairs.

Insurance

The Company's Plant Property Equipment Stocks Burglary and FLOP areadequately insured under the Industrial All Risk Policy. The Company has insurancecoverage for Product Liability and Commercial General Liability (CGL) Public LiabilityMoney GPA and Marine (Transit) Insurance coverage. The Company has Directors' andOfficers' Liability Policy (D&OL) to provide coverage against the liabilities arisingon them.

Finance : Working Capital Facility

The Consortium Bank Members of State Bank of India ICICI Bank Limitedand HDFC Bank Limited. The Working Capital Credit facilities was up to approx. '200 Lakhs.

Environment

As a responsible corporate citizen and as a chemicals manufacturerenvironmental safety has been one of the key concerns of the Company. It is the constantendeavor of the Company to strive for compliant of stipulated pollution control norms.

Industrial Relations

The relationship with the workmen and staff remained cordial andharmonious during the year and management received full cooperation from employees.

Disclosure requirements

As per SEBI Listing Regulations Corporate Governance Report withAuditor's Certificate thereon and Management Discussion and Analysis Report are attachedwhich form part of this report.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employees was in receipt of remuneration exceeding thelimit specifies in the Act and the corresponding rules.

Top Ten Employees in Terms of Remuneration drawn during the year

Sr. Employee No. Name Desig nation Educational Qualification Experience (in years) Remuneration in Fiscal 2021* (Rs in Lakhs) Previous Employment and Designation
1. Rajender Prasad Gupta Whole Time Director Graduate 34 1714.63 -
2. Sat Narain Gupta Chairman & Managing Director M.A. 46 397.80
3. Mahabir Prasad Gupta Whole Time Director Graduate 45 379.80 -
4 Abhishek Aggarwal President- Strategic Alliance and Corporate Sales B.Sc. (IT) PGD in Management PGD in Plant Protection 18 107.12 Crystal Crop Protection Pvt. Limited Delhi Vice President-Exports
5. Ajay Kumar Gupta Director (Operations) B.E. Chemical 38 80.06 Coromandel International Ltd - Associate Vice President
6 Mahendra Pratap Singh Vice President- R&D M.Sc. 32 46.44 Sudarshan Chemicals Ltd Manager - R&D
7. Kamleshwar Prasad Uniyal Director (Operations) Post Graduate 42 44.15 Ranbaxy Limited (SAS Nagar Mohali) - Production Chemist Montari Industry Limited (Ropar) - Production supervisor Rallis India Limited (Derabassi Punjab)- Production Superintendent
8. Sanjay Gupta Associate Vice President - International Business B.E. & MBA (International Business) 37 36.47 Spark Engg. Pvt. Limited Sahibabad (Uttar Pradesh) General Manager- Exports
9. Narasimha D. Prabhu GM - Production B.E (Chemical) 30 33.14 Rallis India Limited - DGM
10. Manishi Agarwal Associate Vice President - Regulatory Affairs Ph.D M.Tech (Chemistry) M.Sc (Chemistry) 32 32.82 Jai Research Foundation - (Assistant Director)

*The Remuneration includes only Gross Salary earned including leaveencashment variable incentive fixed incentive perquisites and profit based commissionif any and without any statutory deductions (like EPF I.Tax etc.). Other reimbursement(if any like medical petrol driver etc.) are not included.

Details of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo

(a) Conservation of Energy

Energy conservation has been an important thrust area of the managementand is being continuously monitored and efforts to conserve and optimize the use of energythrough improved operational methods and other means are being continued on an ongoingbasis. We have persistent in our efforts to ensure reuse recycling to the extentpossible.

Wherever possible energy conservation measures have already beenimplemented by your Company.

With growing concerns there has been an exhaustive search made formeans of alternative energy which may be considered for implementation in future and yourCompany would continue to explore alternative sources of energy in future. Sustainabilityis deeply rooted in all the operations of your Company.

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

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

1. The Company has no technical collaboration and the processes arecarried out on the standard known technology and efforts are made to improve upon the sameon an ongoing basis.

2. The Company has been in a position to cater to the requirements ofcustomers both Indian 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 Ministryof Science and Technology New Delhi.

2. R&D efforts of the Company are directed towards qualityassurance and improvement of existing products quality.

3. Development of new processes for products is carried out on anongoing basis. Several new products were developed during the year under review withspecial impetus on following aspects:

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

• Competitive in terms of technical & commercial point ofview.

• 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:

Amount (Rs in Lakhs)

Sr.No. Nature Unit-1 (Bahadurgarh Haryana) Unit-2 (Dahej Gujarat) Total
1 CAPITAL 2.05 Nil 2.05
2 RECURRING 168.57 113.19 281.76
TOTAL 170.62 113.19 283.81

Total R&D expenditure (as % of total expenditure) : 0.26%

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was '50706.98 Lakhsand the total foreign exchange earned was '57641.23 Lakhs.

Acknowledgement

Your Directors place on record their appreciation for employees at alllevels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients vendors bankers shareholdersand advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments and otherstatutory authorities for their continued support.

For and on behalf of the Board M/s Bharat Rasayan Limited
Sd/- (SAT NARAIN GUPTA)
NEW DELHI Chairman & Managing Director
AUGUST 09 2022 DIN: 00024660

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