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Bharat Rasayan Ltd.

BSE: 590021 Sector: Agri and agri inputs
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OPEN 6381.90
52-Week high 7027.80
52-Week low 2645.00
P/E 27.53
Mkt Cap.(Rs cr) 2,669
Buy Price 0.00
Buy Qty 0.00
Sell Price 6305.15
Sell Qty 22.00
OPEN 6381.90
CLOSE 6405.10
52-Week high 7027.80
52-Week low 2645.00
P/E 27.53
Mkt Cap.(Rs cr) 2,669
Buy Price 0.00
Buy Qty 0.00
Sell Price 6305.15
Sell Qty 22.00

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 28th AnnualReport together with the Audited Statement of Accounts of Bharat Rasayan Limited("the Company") for the year ended March 31 2017.

Financial Performance

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

(Rs in Lacs)

Particulars As at 31/03/2017 As at 31/03/2016
Total Income 62291 45610
Total Expenses 53921 40455
Profit before Interest Depreciation & Tax (EBITDA) 11213 8106
Provision for Income Tax (including for earlier years) 2926 1768
Net Profit after Tax 5444 3387
Earnings Per Share (EPS) 128.13 79.73

Summary of Operations

During the year your Company's profit after tax stood at Rs5444 Lacs vis--vis Rs3387Lacs in the previous year registering a growth of approx. 60.73%.


During the year the Company has transferred Rs20000000/- (Rupees Two Crores only)to General Reserves of the Company.


Your Directors have recommended a dividend of Rs1.50 per equity share of Rs10/- eachfor financial year 2016-17. 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
30.05.2016 7
11.08.2016 7
27.09.2016 6
14.11.2016 7
13.02.2017 7
29.03.2017 8

Capital/ Finance

As on 31st March 2017 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. Smt. Sujata Agarwal Chairperson
2. Shri Pankaj Gupta Member
3. Shri Rajender Prasad Gupta Member

During the year the Committee had met on 30.05.2016 11.08.2016 14.11.2016 and13.02.2017. b. Nomination & Remuneration Committee

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

*Shri Ram Kanwar ceased to be a member of the Committee w.e.f. 30.05.2016 During theyear the Committee had met on 30.05.2016 14.11.2016 and 29.03.2017. c. CorporateSocial 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 17.09.2016 and 04.03.2017.

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 01.04.2016 01.07.2016 01.10.2016 and02.01.2017.

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 11.04.2016 20.04.2016 29.04.201610.05.2016 20.05.2016 31.05.2016 10.06.2016 20.06.2016 30.06.2016 08.07.201620.07.2016 29.07.2016 10.08.2016 09.09.2016 30.09.2016 28.10.2016 30.11.201602.01.2017 06.02.2017 and 21.03.2017. 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 19.04.2016 03.05.2016 20.06.201630.08.2016 20.09.2016 30.12.2016 21.01.2017 and 04.03.2017. 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

Pursuant to the provisions of Section 139 of the Companies Act 2013 an audit firm canact as auditors of a listed company for a maximum tenure of two terms of 5 consecutiveyears. For the purpose of reckoning this limit existing tenure of the auditors needs tobe counted. Further companies have been given a transition time of 3 years from April 12014 to comply with this provision.

As per the above requirement the term of Company's Auditors M/s. B.K.Goel &Associates (Firm Registration No. 016642N) Chartered Accountants comes to an end with theconclusion of audit for the financial year 2016-17.


After conducting a detailed evaluation and based on the recommendation of AuditCommittee the Board approved the proposal for placing at the 28th AGM the matter ofappointment of M/s. R.D.Garg & Co. Chartered Accountants (Firm Registration No.001776N) as Statutory Auditors of the Company for a term of 5 years from the financialyear 2017-18 onwards on such terms and conditions and remuneration as has been decided bythe Audit Committee and the Board of Directors. The Company has received necessary writtenconsent and confirmation from M/s. R.D.Garg & Co. to the effect that theirappointment if made would be within the limits prescribed under Section 141 of the Actand Rules framed thereunder and that they satisfy the eligibility criteria providedthereunder for the appointment as Statutory Auditors of the Company. A resolution to thateffect forms part of notice of the 28th AGM forming part of this Annual Report.

Statutory Auditors Report and Notes to Financial Statements

The Independent Auditor's Report of M/s. B.K.Goel & Associates CharteredAccountants the outgoing Statutory Auditors on the financial statements of the Companyfor the financial year ended 31st March 2017 read with relevant Notes to FinancialStatements are 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 2017-18. The remunerationproposed to be paid to them requires ratification of the shareholders of the Company. Inview of this your ratification for payment of remuneration to Cost Auditors is beingsought at the ensuing AGM.

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

Secretarial Audit

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

Particulars of Loan Guarantees or investments

(i) Amount outstanding as at 31st March 2017

Particulars Amount (Rs in Crores)
Loans Given Nil
Guarantees Given Nil
Investments Made in Mutual Funds 2.00

(ii) Loan Guarantee and Investments made during the Financial Year 2016-17

Name of Entity Relation Amount Particulars of loan guarantee and investments Purpose for which the loans guarantee and investments are proposed to be utilized
(in Rs)
Mutual Funds (Short term) - 20000000 Short Term Investments Cash Management

Related Party Transactions

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

Human Resources

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

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

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

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

During the financial year 2016-17 the Company has not received any complaint on sexualharassment.

Vigil Mechanism

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

Board Evaluation

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

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

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

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

• Attendance at Board or Committee Meetings;

• Contribution at Board or Committee Meetings;

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

• Degree of fulfilment of key responsibilities;

• Board structure and composition; and

• Effectiveness of Board process;

Risk Management Policy

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

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

Declaration by Independent Directors

Shri Pankaj Gupta Shri Ram Kanwar Smt. Sujata Agarwal Shri Suresh Kumar Garg andShri Rajesh Gupta are independent Directors on the Board of your Company. In the opinionof the Board and as confirmed by these Directors they fulfill the conditions specified inSection 149 of the Act and the Rules made thereunder about their status as IndependentDirectors of the Company.

Company's Policy on Appointment and Remuneration

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

Ratio of Remuneration of Director

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

Internal Financial Control

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews being made by management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2016-17.

Indian Accounting Standards (IndAS)

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 will adopt Indian Accounting Standards with effect from 1stApril 2017. The implementation of Indian Accounting Standards (IndAS) is a major changeprocess for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame.

Secretarial Auditors' Report

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

Directors and Key Managerial Personnel

Shri Mahabir Prasad Gupta and Shri Rajender Prasad Gupta Directors of the Companyretire by rotation at the forthcoming Annual General Meeting and being eligible offerthemselves for reappointment.

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 Bahl CompanySecretary of the Company.

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 September2016) with the Ministry of Corporate Affairs.

Deposits from Public

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

Disclosure requirements

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

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 none of the employees was in receipt of remuneration exceeding the limit specifiedin 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 2017* (in Rs) Previous Employment and Designation
1. Rajender Whole Time Graduate 29 64457745
Prasad Gupta Director
2. Mahabir Whole Time Graduate 40 22578715
Prasad Gupta Director
3. Abhishek Aggarwal President- Institutional Business B.Sc. (IT) PGD in Management PGD in Plant Protection 13 6890190 Crystal Crop Protection Pvt. Limited Delhi Vice President-Exports
4. Sat Narain Gupta Chairman & Managing Director M.A. 41 3300000
5. Virender Kumar Sharma Executive- Director M.Sc. Ph.D. (Tech.) 32 2660954 Cadila Pharmaceuticals Limited Ankleshwar (Gujarat) General Manager- Technical
6. Abhaykumar Rajendrakumar Sharma Vice President- Operations B.Tech. (Chemical Engineering) 30 2616036 GSP Crop Sciences Pvt. Limited Ahmedabad (Gujarat) Vice President- Production
7. Hasmukh R. Patel Deputy General Manager - Operation B.Tech. (Chemical Engineering) 14 2358696 Coromandal International Limited Ankleshwar (Gujarat) Sr. Manager - Production
8 Sanjay Gupta Associate Vice President - International Business B.E. & MBA (International Business) 32 2270269 Spark Engg. Pvt. Limited Sahibabad (Uttar Pradesh) General Manager- Exports
9 Manishi Agarwal GM - Regulatory Affairs M.Sc. Ph.D. 25 2191635 Jai Research Foundation Vapi (Gujarat) Asstt. Director - Chemistry Deptt.
10 Ashokkumar Harihankar Singh Sr. Manager - Maintenance B.Tech. (Mechanical Engineering) 20 2087112 Rallis India Limited Dahej (Gujarat) Manager - Maintenance

*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 ongoing basis.

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

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

Research & Development (R&D)

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

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

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

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

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

• Enhanced effectiveness of products towards end use.

• More environment friendly process.

• More safe to manufacture.

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

• Capital : Rs 0.94 Lacs
• Recurring : Rs 80.55 Lacs
• Total : Rs 81.49 Lacs
• Total R&D expenditure (as % of total expenditure) : 0.15

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was Rs 22018 Lacs and the totalforeign exchange earned was Rs 15266 Lacs.


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/- Sd/-
NEW DELHI Director Whole Time Director
AUGUST 14 2017 DIN: 01913719 DIN: 00014681