To the Members
The Directors have pleasure in presenting before you the 32nd Director'sReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2020.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
|The performance during the period ended 31st March 2020 has been as under: ||(Rs. ||In Lakhs) |
|Particular ||2019-20 ||2018-19 |
|Total Revenue ||5184.57 ||5166.99 |
|Total Expenditure ||5123.64 ||5095.29 |
|Profit Before Tax ||60.93 ||71.70 |
|Provision for Tax ||- ||- |
|Profit after Tax ||60.93 ||71.70 |
|Balance Carried to Balance Sheet ||60.93 ||71.70 |
2. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Board's Report. (i.e. 27.06.2020)
3. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
The Directors have not recommended dividend for the year.
The Company has not carried any amount to the reserves.
6. SHARE CAPITAL:
There is no change in the share capital of the Company.
7. BOARD MEETINGS:
The Board of Directors duly met 4 (Four) times on 29.05.2019 13.08.2019 14.11.2019and 13.02.2020 and in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.
8. INVESTOR EDUCATION AND PROVIDENT FUND:
The Company has not transferred any amount to Investor Education and Provident Fund.
9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. S. V. Satyanarayana Chowdary and Mr. Ch.Sudhakar Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.
10. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report is appended to this Report.
11. DIRECTORS OR KMP APPOINTED RE-APPOINTED OR RESIGNED:
As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment and Directors resigningare given as under:-:
|Name of the Director ||Smt. P Rajya Lakshmi ||Sri P. Pattabhi Rama Rao ||Sri P Praveen Kumar |
|Director Identification No. ||00353832 ||00353641 ||00353720 |
|Date of Birth ||17.01.1955 ||17.07.1949 ||26.06.1977 |
|Date of appointment ||19.04.2010 ||19.02.1988 ||24.11.2005 |
|Occupation ||House wife ||Business ||Business |
|Qualification ||Intermediate ||B.com ||B.Tech M.B.A. |
|Profile ||She has rich experience in administration and HR activities. ||Sri P. Pattabhi Rama Rao is a graduate with 48 years of experience in Business Management of Agro Chemicals. ||Sri P. Raveen Kumar is a B.Tech (Chemical) MBA (Finance & Operations Management) with 18 years of experience in Agro based industry business management. |
|Relationship between directors inter-se ||Spouse of Sri P Pattabhi Rama Rao and Mother of Sri P Praveen Kumar ||Spouse of Sri P. Rajya Lakshmi and Father of Sri P Praveen Kumar ||Son of Sri P Pattabhi Rama Rao and Smt. P Rajya Lakshmi |
|Nature of expetise in specific functions area ||Administration ||Overall Planning Policy making & Management ||Finance Marketing and Supply Procurement |
|Directorship in other Listed Entities ||Nil ||Nil ||Nil |
|Membership of Committees of other listed Companies ||Nil ||Nil ||Nil |
|Shareholding in the Company ||456749 ||416651 ||901573 |
No Directors or Key Managerial Personnel are appointed or resigned during the year.
12. FAMILIARISATION PROGRAMMES:
The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company their roles rights responsibilities in the Company nature ofthe industry in which the Company operates etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors as well asother initiatives to update the Directors on a continuing basis. The familiarisationprogramme for Independent Directors is disclosed on the Company's websitewww.bhaskaragro.com.
13. COMPOSITION OF AUDIT COMMITTEE:
I. The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015read with Section 177 of the Companies Act 2013.
II. The terms of reference of the Audit Committee include a review of the following:
Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.
Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.
Discussion with external auditors before the audit commences of the nature andscope of audit as well as postaudit discussion to ascertain any area of concern.
Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.
Reviewing with management the annual financial statements before submission tothe Board focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning financialstatements and
7. Any related party transactions
Reviewing the company's financial and risk management's policies.
Disclosure of contingent liabilities.
Reviewing with management external and internal auditors the adequacy ofinternal control systems.
Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.
Discussion with internal auditors of any significant findings and follow-upthereon.
Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.
Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.
Reviewing compliances as regards the Company's Whistle Blower Policy.
III. The previous Annual General Meeting of the Company was held on 28.09.2019 andChairman of the Audit Committee attended previous AGM.
IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:
The Company has complied with all the requirements of Regulation 27 of SEBI (LODR)Regulations 2015 relating to
the composition of the Audit Committee.
During the financial year 2019-20 (4) four meetings of the Audit Committee were heldon the 29.05.2019 13.08.2019
The details of the composition of the Committee and attendance of the members at themeetings are given below:
|Name ||Designation ||Category ||No. of Meetings held ||No. of Meetings attended |
|S.V. Satyanarayana Chowdhary ||Chairman ||NED(I) ||4 ||4 |
|Ch. Sudhakar ||Member ||NED(I) ||4 ||4 |
|Dr. Aluri Naga Uma Maheswara Prasad ||Member ||NED ||4 ||4 |
NED (I): Non-Executive Independent Director
NED: Non Independent Non- Executive Director
V. NOMINATION & REMUNERATION COMMITTEE:
Terms of reference :
The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:
To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.
To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.
The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit. The remuneration levels are governed by industry pattern qualifications andexperience of the Directors responsibilities shouldered individual performance etc.
Mr. P. Pattabhi Rama Rao Managing Director and Mr. P. Praveen Kumar WholetimeDirector and CFO are paid a monthly remuneration of Rs. 2 lakhs p.m.
During the year the committee met on 13.02.2020.
The details of composition of the Committee are given below:
|Name ||Designation ||Category ||No. of Meetings held ||No.of Meetings attended |
|Ch. Sudhakar ||Chairman ||NED(I) ||1 ||1 |
|S.V. Satyanarayana Chowdhary ||Member ||NED(I) ||1 ||1 |
|P. Rajya Lakshmi ||Member ||NED ||1 ||1 |
NED (I): Non Executive Independent Director
NED: Non Independent Non-Executive Director
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:
This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.
2. Terms and References:
2.1 Director means a director appointed to the Board of a Company.
2.2. Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
2.3 Independent Director means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.
Qualifications and criteria
3.1.1The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:
General understanding of the company's business dynamics global business andsocial perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics integrity and values;
Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the following requirements:
shall possess a Director Identification Number;
shall not be disqualified under the Companies Act 2013;
shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;'
shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;
shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;
Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.
3.2.3 The Independent Director shall abide by the Code for IndependentDirectors as specified in Schedule IV to the companies Act 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded. Remuneration policy for Directors key managerial personnel and other employees
1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 Director means a Director appointed to the Board of the company.
2.2 key managerial personnel means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The chief finance Officer; and
(v) Such other office as may be prescribed under the companies Act 2013
2.3 Nomination and Remuneration Committee means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.
3.1 Remuneration to Executive Director and Key Managerial Personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.
3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors)
(iv) Retirement benefits
(v) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.
3.2 Remuneration to Non - Executive Directors
3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.
3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.
3.3. Remuneration to other employees
3.3.1.Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
VI. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Details of composition of the Committee are given below:
|Name ||Designation ||Category |
|Dr. Aluri Naga Uma Maheswara Prasad ||Chairman ||NED |
|P. Rajya Lakshmi ||Member ||NED |
NED: Non Executive Director B.) Powers:
The Committee has been delegated with the following powers:
To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares nonreceipt of Annual Reports non-receipt of declareddividend and other allied complaints.
To approve transfer transmission and issue of duplicate / fresh sharecertificate(s).
Consolidate and sub-division of share certificates etc.
To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.
The Company has designated an exclusive e-mail ID called firstname.lastname@example.org forcomplaints/grievances.
14. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 read with SEBI (LODR) Regulations 2015. The same has been placed onthe website of the Company.
15. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability 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; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any Subsidiary Associate or Joint venture.
17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year neither any Company became its subsidiary nor ceased to be itssubsidiary.
18. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 annexed as a part of this Annual Report
19. STATUTORY AUDITORS:
The members of the company in accordance with section 139 of the Companies Act 2013had passed a resolution for appointment of M/s. S. Singhvi & Co as Statutory Auditorsof the company for a period of 5 years in the AGM held on 28.09.2017 to hold office up tothe conclusion of 34th Annual General Meeting of the company .
20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditors u/s 143(12).
21. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by Mr. Vivek Surana Practicing CompanySecretary is annexed to this Report as an annexure.
22. QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2020 and has noted that the Company has not provided depreciation onbuilding and Plant & Machinery relating to Unit-II in the books of account of thecompany as the Unit-II is closed. Since the Unit II is not in operations thereforedepreciation is not provided on Building Plant & Machinery.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year ended March 312020 on the Compliances according to the provisions of section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D):NIL
2. Technology absorption adoption and innovation:NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
24. (a.) RISK MANAGEMENT POLICY:
The Company as formulated a Risk Management Policy under which various risks associatedwith the business operations is identified and risk mitigation plans have been put inplace.
24. (b.) CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2018. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https:/ / www.bhaskaragro.com/investors/insider-trading-policy.pdf)
25. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec.73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review. Further there are no deposits which are notin compliance with the requirements of Chapter V of the Companies Act 2013.
26. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations in future.
27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
The properties and assets of your Company are adequately insured.
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments during the yearunder review attracting the provisions of section 186 of the Companies Act 2013.
30. CREDIT & GUARANTEE FACILITIES:
The Company has availed credit facilities from Axis Bank.
31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:
Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
32. RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered in to any materiallysignificant transaction with any related party that may have potential conflict with theinterests of the Company at large. All the related party transactions during the year arein the ordinary course of business and on arms length basis.
Transactions with the Related Parties as required under relevant Accounting Standardsof the form part of this Annual Report.
33. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
34. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE:
A statement showing the names of the top ten employees in terms of remuneration drawnis annexed to this Annual report as annexure.
35. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remunerationof Mr. P Pattabhi Rama Rao Managing Directorof the Company to the median remuneration of the employees is 21.05 :1 and of Mr. PPraveen Kumar Whole-Time director & CFO of the Company is 21.05 :1.
36. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as envisaged in SEBI (LODR)Regulations 2015 is not applicable.
37. SECRETARIAL STANDARDS:
The Company is in compliance with the applicable secretarial standards.
EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
38. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
39. CEO/ CFO CERTIFICATION:
The Managing Director cum CEO and CFO certification of the financial statements for theyear 2019-20 is annexed in this Annual Report.
40. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing a remuneration of Rs. 10200000/- and above perannum or Rs.850000/- and above in aggregate per month the limits prescribed underSection 197 of the Companies Act 2013 read with rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
41. BOARD EVALUATION:
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfilment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.
Evaluation of the Committees performance was based on the criteria like compositionits terms of the reference and effectiveness of committee meetings etc. IndividualDirector's performance evaluation is based on their preparedness on the issues to bediscussed meaningful and constructive discussions and their contribution to the Board andCommittee meetings. The Chairperson was evaluated mainly on key aspects of his role. Theseperformance exercises were conducted seeking inputs from all the Directors / CommitteeMembers wherever applicable.
The evaluation procedure followed by the company is as mentioned below:
i) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfilment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.
ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedbackreceived from all the Directors.
iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarising the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.
iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.
v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up. During the year under report the recommendations made in theprevious year were satisfactorily implemented.
The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvement are put in place.
42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. Thefollowing is the summary of sexual harassment complaints received and disposed during thecalendar year.
No. of complaints received : Nil
No. of complaints disposed off : Nil
43. NO FRAUDS REPORTED BY STATUTORY AUDITORS:
During the Financial Year 2019-20 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3)(ca) of the Companies Act 2013.
44. ANNUAL SECRETARIAL COMPLIANCE REPORT:
Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (ListingObligations and Disclosure Requirement) (Amendment) Regulations 2018 read with SEBICircular dated 08.02.2019 and BSE circular dated
09.05.2019 and 14.05.2019 is not applicable to the Company as it does not attract theprovisions of Regulation 15(2) of SEBI (LODR) Regulations 2015 on Corporate Governancesince paid up equity share capital as on 31.03.2020 is not exceeding Rs. 10 Crores and thenet worth of the Company has not exceeded Rs. 25 Crores on the last day of previousfinancial year (i.e. 31.03.2020) or during the financial year (2019-20).
In view of the above our Company is not required to submit Annual SecretarialCompliance Report for the year ended
31.03.2020 to the Stock Exchange/s pursuant to Regulation 24A of SEBI (ListingObligations and Disclosure Requirement) (Amendment) Regulations 2018.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents Banks statutory authorities and other financial institutions andshareholders of the Company for their continued support for the growth of the Company.
| ||For and on behalf of the Board |
| ||BHA5KAR AGROCHEMICALS LIMITED |
| ||P. PRAVEEN KUMAR ||P. PATTABHI RAMA RAO |
|Place: Hyderabad ||Wholetime Director & CFO ||MANAGING DIRECTOR |
|Date : 27.06.2020 ||DIN : 00353720 ||DIN : 00353641 |