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Bharat Rasayan Ltd.

BSE: 590021 Sector: Agri and agri inputs
NSE: BHARATRAS ISIN Code: INE838B01013
BSE 00:00 | 22 Mar 4048.55 -35.15
(-0.86%)
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4088.45

HIGH

4144.85

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4025.00

NSE 00:00 | 22 Mar 4072.20 -14.40
(-0.35%)
OPEN

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HIGH

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OPEN 4088.45
PREVIOUS CLOSE 4083.70
VOLUME 879
52-Week high 8395.00
52-Week low 3352.10
P/E 15.34
Mkt Cap.(Rs cr) 1,721
Buy Price 4011.05
Buy Qty 1.00
Sell Price 4048.55
Sell Qty 29.00
OPEN 4088.45
CLOSE 4083.70
VOLUME 879
52-Week high 8395.00
52-Week low 3352.10
P/E 15.34
Mkt Cap.(Rs cr) 1,721
Buy Price 4011.05
Buy Qty 1.00
Sell Price 4048.55
Sell Qty 29.00

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 29th AnnualReport together with the Audited Statement of Accounts of Bharat Rasayan Limited("the Company") for the year ended March 31 2018.

Financial Performance

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

(Rs. in Lacs)

Particulars As at 31.03.2018 As at 31.03.2017
Total Income 81301 67821
Total Expenses 65034 56585
Profit before Interest Depreciation & Tax (EBITDA) 16267 11236
Provision for Income Tax (including for earlier years) 3731 2939
Net Profit after Tax 9831 5453
Earnings Per Share (EPS) (in Rs.) 231.41 128.35

Summary of Operations

During the year your Company's profit after tax stood at Rs.9831 Lacs vis--visRs.5453 Lacs in the previous year registering a growth of approx. 80.29%.

Reserves

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

Dividend

Your Directors have recommended a dividend of Rs.1.50 per equity share of Rs.10/- eachfor financial year 2017-18. 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.

First - Time Adoption of IND AS

The financial statements for the year ended 31st March 2018 are the first the Companyhas prepared in accordance with Ind AS. For periods upto and including the year ended 31stMarch 2017 the Company prepared its financial statements in accordance with accountingstandards notified under Section 133 of the Companies Act 2013 read together withparagraph 7 of the Companies (Accounts) Rules 2014 ("Indian GAAP" or"previous GAAP").

Accordingly the Company has prepared financial statements which comply with Ind ASapplicable for periods ending on 31st March 2018 together with the comparative perioddata as at and for the year ended 31st March 2017. In preparing these financialstatements the Company's opening balance sheet was prepared as at 1st April 2016 theCompany's date of transition to Ind As.

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
30.05.2017 8
26.06.2017 5
14.08.2017 8
24.10.2017 8
14.11.2017 7
13.02.2018 7

Capital/ Finance

As on 31st March 2018 the issued subscribed and paid up share capital of yourCompany stood at Rs.42487400/- comprising 4248740 equity shares of Rs.10/- 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 30.05.2017 11.07.2017 14.08.201714.11.2017 and 13.02.2018.

b. Nomination & Remuneration Committee

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

During the year the Committee had met on 26.06.2017 and 13.02.2018.

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 22.02.2018.

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 03.04.2017 04.07.2017 03.10.2017 and09.01.2018.

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 20.04.2017 29.05.2017 04.07.201725.07.2017 16.08.2017 01.09.2017 19.09.2017 03.11.2017 12.12.2017 20.01.201809.02.2018 and 27.03.2018.

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 10.04.2017 05.05.2017 19.05.201728.06.2017 31.07.2017 23.08.2017 01.09.2017 24.11.2017 07.12.2017 and 09.02.2018.

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 2018 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 2018-19. 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 2018

Particulars (Rs. in Lacs)
Loans Given Nil
Guarantees Given 170.24
Surety given to Custom & Excise Commissioner 1608.16
Investments Made in Mutual Funds Nil

(ii) Loan Guarantee and Investments made during the Financial Year 2017-18

Name of Entity Relation Amount (in Rs.) Particulars of loan guarantee and investments Purpose for which the loans guarantee and investments are proposed to be utilized
Dakshin Gujarat Vij Company Limited Dahej Gujarat - 69.41 Guarantee Given As security to electricity department
Reliance Industries Limited - 20.00 Guarantee Given As security against supply of Ethylene Gylcol (MEG)
SBI Mutual Funds (Short Term) - 750.00 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 2017-18 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 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 beingconsidered for performance evaluation 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 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 fulfil 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 2017-18.

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 Ajay Gupta (DIN:02187741) and Shri Abhaykumar Rajendrakumar Sharma (DIN:07780742)were appointed as Additional Directors of the Company w.e.f. 01.04.2017. The Board ofDirectors in their meeting held on 29.03.2017 had appointed them as ExecutiveDirector/Whole Time Director and Key Managerial Personnel of the Company.

The Board of Directors in its meeting held on 26.06.2017 appointed Shri Rajesh Gupta(DIN: 00025368) as an Additional Director of the Company w.e.f. 26.06.2017 pursuant to theprovision of Section 161 of the Companies Act 2013.

Shri Ajay Gupta and Shri Abhaykumar Rajendrakumar Sharma 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 Companyhad no pecuniary relationship or transactions with the Company other than the sittingfees commission and reimbursement of expenses if any incurred by them for the purposeof attending meetings of 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. 27th September2017) 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 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 2018* (in Rs.) Previous Employment and Designation
1. Rajender Prasad Gupta Whole Time Director Graduate 30 98089170
2. Mahabir Prasad Gupta Whole Time Director Graduate 41 33796390
3. Abhishek Aggarwal President- Institutional Business B.Sc. (IT) PGD in Management PGD in Plant Protection 14 7529052 Crystal Crop Protection Pvt. Limited Delhi
Vice President-Exports
4. Ajay Kumar Gupta Director Operations B.E. Chemical 34 3661491 Coromandel International Ltd - Associate Vice President
5. Sat Narain Gupta Chairman & Managing Director M.A. 42 3300000
6. Mahendra Pratap Singh Vice President- R&D M.Sc. 28 3051315 Sudarshan Chemicals Ltd. Manager - R&D
7. Abhaykumar Rajendrakumar Sharma Vice President- Operations B.Tech. (Chemical Engineering) 31 2983757 GSP Crop Sciences Pvt. Limited Ahmedabad (Gujarat) Vice President- Production
8 Hasmukh R. Patel Sr. Deputy General Manager - Operations B.Tech. (Chemical Engineering) 15 2730179 Coromandal International Limited Ankleshwar (Gujarat) Sr. Manager - Production
9 Sanjay Gupta Associate Vice President - International Business B.E. & MBA (International Business) 33 2560307 Spark Engg. Pvt. Limited Sahibabad (Uttar Pradesh) General Manager- Exports
10 Ashokkumar Harihankar Singh Sr. Manager - Maintenance B.Tech. (Mechanical Engineering) 21 2390322 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 anylike medical 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:

• Capital : Rs. 94.79 Lacs
• Recurring : Rs. 20.72 Lacs
• Total : Rs. 115.51 Lacs
• Total R&D expenditure (as % of total expenditure) : 0.18

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was Rs.26524.09 Lacs and the totalforeign exchange earned was Rs.16531.48 Lacs.

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 2018 DIN: 00024660