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Bharat Rasayan Ltd.

BSE: 590021 Sector: Agri and agri inputs
NSE: BHARATRAS ISIN Code: INE838B01013
BSE 00:00 | 29 May 6732.40 -103.55
(-1.51%)
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NSE 00:00 | 29 May 6768.90 -64.40
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OPEN 6850.90
PREVIOUS CLOSE 6835.95
VOLUME 424
52-Week high 8152.15
52-Week low 3722.20
P/E 18.55
Mkt Cap.(Rs cr) 2,861
Buy Price 6732.40
Buy Qty 2.00
Sell Price 6732.40
Sell Qty 3.00
OPEN 6850.90
CLOSE 6835.95
VOLUME 424
52-Week high 8152.15
52-Week low 3722.20
P/E 18.55
Mkt Cap.(Rs cr) 2,861
Buy Price 6732.40
Buy Qty 2.00
Sell Price 6732.40
Sell Qty 3.00

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 30th AnnualReport together with the Audited Statement of Accounts of Bharat Rasayan Limited("the Company") for the year ended March 31 2019.

Financial Performance

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

(Rs in Lakhs)
Particulars As at 31.03.2019 As at 31.03.2018
Total Income 99469 81301
Total Expenses 80684 65034
Profit before Interest Depreciation & Tax (EBITDA) 18785 16267
Provision for Income Tax (including for earlier years) 4361 3685
Net Profit after Tax 11152 9831
Other Comprehensive Income (19.48) (0.95)
Total Comprehensive Income for the year 11133 9830
Earnings Per Share (EPS) (in Rs) 262.49 231.41

Summary of Operations

During the year your Company's profit after tax stood at Rs11152 Lakhs vis-a-visRs9831 Lakhs in the previous year registering a growth of approx. 13.44%.

Reserves

During the year the Company has not transferred any amount to General Reserves of theCompany.

Dividend

Your Directors have recommended a dividend of Rs1.50 per equity share of Rs10/- eachfor financial year 2018-19. The final dividend subject to the approval of the members atthe Annual General Meeting will be paid to those members whose names appear in theRegister 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.

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
30.05.2018 8
14.08.2018 7
29.09.2018 7
14.11.2018 6
14.02.2019 6
30.03.2019 8

Capital/ Finance

As on 31st March 2019 the issued subscribed and paid up share capital of yourCompany stood at Rs 42487400/- comprising 4248740 equity shares of Rs10/- each.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 ('the Act') and Rule 12(1) of theCompanies (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

Sr. No. Name Chairperson / Member
1. Shri Rajesh Gupta@ Chairperson
2. Shri Pankaj Gupta Member
3. Shri Rajender Prasad Gupta Member
4. Smt Sujata Agarwal* Member

@ Shri Rajesh Gupta appointed as a member/chairperson of the Committeew.e.f. 14.08.2018.

*Smt Sujata Agarwal ceased to be a member/chairperson of the Committee w.e.f.14.08.2018 During the year the Committee had met on 30.05.2018 14.08.2018 14.11.2018and 14.02.2019.

b. Nomination & Remuneration Committee

Sr. No. Name Chairperson / Member
1. Shri Rajesh Gupta@ Chairperson
2. Shri Pankaj Gupta Member
3. Shri Suresh Kumar Garg Member
4. Smt Sujata Agarwal* Member

@ Shri Rajesh Gupta appointed as a member/chairperson of the Committeew.e.f. 14.08.2018.

*Smt Sujata Agarwal ceased to be a member/chairperson of the Committee w.e.f.14.08.2018 During the year the Committee had met on 29.09.2018 14.02.2019 and30.03.2019.

c. 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 27.12.2018 28.01.2019 and 08.02.2019.

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

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 09.04.2018 07.07.2018 09.10.2018and10.01.2019.

e . 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 20.04.2018 30.04.2018 10.05.201804.06.2018 08.06.2018 10.07.2018 21.07.2018 30.07.2018 29.08.201817.09.201811.10.201819.11.2018 04.12.2018 12.12.2018 28.01.2019 15.02.201911.03.2019 19.03.2019 and 30.03.2019

f. 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 20.04.2018 10.05.2018 24.05.201808.06.2018 26.06.2018 10.07.2018 30.07.2018 26.09.2018 11.10.2018 30.10.201812.12.2018 18.12.2018 31.12.2018 28.01.2019 11.03.2019 and 26.03.2019.

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

(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.

Statutory Auditors Report and Notes to Financial Statements

The Independent Auditor's Report of M/s. R.D Garg & Co. Chartered Accountants theStatutory Auditors of the Company on the financial statements of the Company for thefinancial year ended 31st March 2019 read with relevant Notes to Financial Statementsare self-explanatory and do not call for any further explanation.

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 2019-20. 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 has filed the Cost Audit Report with the Ministry of Corporate Affairs forthe 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 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 Loans Guarantees or investments

(i) Amount outstanding as at 31st March 2019

Particulars Amount (Rs in Lakhs)
Loans Given Nil
Guarantees Given 150.24
Surety given to Custom & Excise Commissioner 1608.16
Investments Made in Mutual Funds Nil

(ii) Loans Guarantees and Investments made during the Financial Year 2018-19

Name of Entity Relation Amount (in Rs) Particulars of loans guarantees and investments Purpose for which the loans guarantees and investments are proposed to be utilized
-NIL-

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 job rotationand job enlargement.

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 2018-19.

Secretarial Auditors' Report/Secretarial Compliance Report

The Secretarial Auditors' Report do not contain any qualifications reservations oradverse remarks.Report of the Secretarial Auditor is given as an annexure which forms partof this report.

In accordance with the SEBI Circular dated February 8 2019 the Company has obtainedan Annual Secretarial Compliance Report from M/s. Mamta Jain & Associates PracticingCompany Secretary confirming compliances with all applicable SEBI Regulations Circularsand Guidelines for the year ended 31st March 2019.

Directors and Key Managerial Personnel

Shri Sat Narain Gupta and Shri Mahabir Prasad Gupta Directors of the Company retire byrotation at the forthcoming Annual General Meeting and being eligible offer themselvesfor reappointment. The tenure of Shri Sat Narain Gupta Shri Mahabir Prasad Gupta ShriRajender Prasad Gupta and Shri Ajay Gupta had expired on 31st March 2019 and the Board ofDirectors in its meeting held on 14th February 2019 reappointed them as Whole TimeDirectors w.e.f. 01.04.2019.

Shri Abhaykumar Rajendrakumar Sharma was also reappointed as a WholeTime Director ofthe Company w.e.f. 01.04.2019 but due to pre-occupation he had resigned from thedirectorship of the Company w.e.f. 30.03.2019.

Shri Kamleshwar Prasad Uniyal was appointed as an Additional Directors of the Companyw.e.f. 30.03.2019. The Board of Directors in their meeting held on 30.03.2019 hadappointed him as an Executive Director/Whole Time Director and Key Managerial Personnel ofthe Company.

Shri Ram Kanwar and Shri Pankaj Gupta have been re-appointed as Non-ExecutiveIndependent Directors of the Company for a further period of five years effective from 1stJuly 2019 and they shall not be liable to retire by rotation during the said tenure.

Smt. Sujata Agarwal has been re-appointed as Non-Executive Independent Director of theCompany for a further period of five years effective from 1st September 2019 and sheshall not be liable to retire by rotation during the said tenure.

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 if any incurred by them for the purpose of attending meetingsof the Company.

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 Chadha CompanySecretary of the Company.

Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors.

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee Members. The criteria for performanceevaluation of the Board included aspects such as Board composition and structureeffectiveness of Board processes contribution in the long term strategic planning etc.The criteria for performance evaluation of the Committees included aspects such asstructure and composition of Committees effectiveness of Committee meetings etc. Theabove criteria for evaluation was based on the Guidance Note issued by SEBI.

In a separate meeting the lndependent Directors evaluated the performance ofNon-Independent Directors and performance of the Board as a whole. They also evaluated theperformance of the Chairman taking into account the views of Executive Directors andNon-Executive Directors. The NRC reviewed the performance of the Board its Committees andof the Directors. The same was discussed in the Board Meeting that followed the meeting ofthe lndependent Directors and NRC at which the feedback received from the Directors onthe performance of the Board and its Committees was also discussed. Significanthighlights learning and action points with respect to the evaluation were discussed bythe Board.

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 amount lying with the Company as on the date of last AGM (i.e. 28th September2018) 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 Report are attached which form part ofthis report.

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.

Top Ten Employees in Terms of Remuneration drawn during the year

Sr. No. Employee Name Desig- nation Educational Qualification Experience (in years) Remuneration in Fiscal 2019* Previous Employment and Designation
(Rs IN LAKHS)
1. Rajender Prasad Gupta Whole Time Director Graduate 31 793.67
2. Sat Narain Gupta Chairman & Managing Director M.A. (Economics) 43 423.73
3. Mahabir Prasad Gupta Whole Time Director Graduate 42 405.73
4. Abhishek Aggarwal President- Institutional Business B.Sc. (IT) PGD in Management PGD in Plant Protection 15 72.73 Crystal Crop Protection Pvt. Limited Delhi Vice President-Exports
5. Ajay Kumar Gupta Director (Operations) B.E. Chemical 35 57.85 Coromandel International Ltd - Associate Vice President
6. Abhaykumar Rajendrakumar Sharma Director (Operations) B.Tech. (Chemical Engineering) 32 44.86 GSP Crop Sciences Pvt. Limited Ahmedabad (Gujarat) Vice President- Production
7. Mahendra Pratap Singh Vice President- R&D M.Sc. 29 33.77 Sudarshan Chemicals Ltd. Manager - R&D
8 Hasmukh R. Patel Sr. Deputy General Manager- Operations B.Tech. (Chemical Engineering) 16 30.08 Coromandal International Limited Ankleshwar (Gujarat) Sr. Manager - Production
9 Kamleshwar Prasad Uniyal Director (Operations) M.Sc. (Chemistry) 38 27.95 Bharat Rasayan Limited Mokhra (Haryana) Vice President- Production
10 Sanjay Gupta Associate Vice President - International Business B.E. & MBA (International Business) 34 27.90 Spark Engg. Pvt. Limited Sahibabad (Uttar Pradesh) General Manager- Exports

*The Remuneration includes only Gross Salary earned including leave encashmentvariable incentive fixed incentive perquisites and profit based commission if any andwithout any statutory deductions (like EPF I.Tax etc.). Other reimbursement (if any likemedical petrol driver etc.) are not included.

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 AbsorptionAdaptation & 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: Amount (Rs in Lakhs)

Sr.No. Nature Unit-1 (Bahadurgarh Haryana) Unit-2 (Dahej Gujarat) Total
1 CAPITAL 83.85 182.66 266.51
2 RECURRING 145.81 12.35 158.16
TOTAL 229.66 195.01 424.67

Total R&D expenditure (as % of total expenditure) : 0.53

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was Rs46663.30 Lakhs and the totalforeign exchange earned was Rs22011.86 Lakhs.

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/-
(SAT NARAIN GUPTA)
NEW DELHI Chairman & Managing Director
AUGUST 14 2019 DIN: 00024660