Dear Members,
Your Directors have pleasure in presenting their 38th Annual
Report together with the Audited Financial Statements for the financial year ended on
March 31, 2023. The Consolidated performance of the Company & its subsidiaries has
been referred to where ever required.
FINANCIAL HIGHLIGHTS:
(Amount in Lakhs)
| Particulars for the Financial Year |
Standalone Basis |
Consolidated Basis |
| For the Period Ended |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Revenue |
3,084.97 |
2,638.46 |
3084.69 |
2638.46 |
| Less Expenses |
3,915.71 |
2,581.46 |
3915.71 |
2581.46 |
| Profit before Tax |
(830.75) |
57.00 |
(831.02) |
57.00 |
| Tax Expenses |
(6.11) |
6.22 |
(6.11) |
6.22 |
| Net Profit / ( Loss ) for the Period |
(824.64) |
50.78 |
(824.92) |
50.78 |
| Other Comprehensive Income/(Loss) |
(5.29) |
16.46 |
(5.29) |
16.46 |
| Total Comprehensive Income/(Loss) |
(829.93) |
67.25 |
(830.21) |
59.64 |
The Company has prepared the Standalone & Consolidated Financial
Statements in accordance with the applicable Indian
Accounting Standards as prescribed under Section 133 of the Companies
Act 2013 ("the Act") read with the relevant rules and generally accepted
accounting principles in India.
OPERATIONAL REVIEW & STATE OF COMPANY?S AFFAIRS:
a) Fertilizer Division: -
The Company has produced 7585.511 M.T. SSP and sold 9893.650 M.T. SSP
during the year ended 31st March, 2023.
Due to increased cost of Prime Raw Material (i.e. Imported Rock
Phosphate) and inadequate working capital limits, company?s performance has severely
affected and management has approached present & other bankers to consider the
enhancement of Working Capital limits which are under process and company may be able to
get higher Working Capital limits to increase production and sales gradually with better
results. We have marketing tie up arrangement with M/s. Greenstar Fertilizers Limited,
(GFL) for 25,000 M.T. and with our own marketing set up for 15,000 MT, company anticipate
total sale of 40,000 M.T. with revenue of Rs.70 Crore.
b) Anchaviyo Resort: -
During current year, resort division has increased sales by 84% as
compared to last year. Working Capital limits were sanctioned by Saraswat Co-op Bank Ltd,
resort is well settled with BRAND image in Mumbai and with 46 rooms of theme-based units
spread over 10 acre of landscape area with excellent services and facilities.
Anchaviyo resort is recognized with prestigious rewards in hospitality
sector. Considering the fabulous response for destination wedding, corporate events and
functions, management is planning for expansion of resort with 125 rooms in phase manner.
c) Realty Division:-
Management is happy to inform that all permissions and approvals have
been received for construction of residential tower Wembley Stilt + 6 level parking + 25
residential floors.at Majiwada, Thane. Further to this, company will acquire additional
FSI to construct this tower upto 58 floors in next 3 years? time with 4,00,000 Sq.
Ft. saleable area. Company has availed construction project finance from Saraswat Co-op
Bank to start project in full swing and expected revenue will be Rs.700-800 Crores in
phase manner.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st
March, 2023 due to conservation of profits for growth and development of the company.
RESERVES:
Your Directors do not propose to transfer any amount to the reserves.
SHARE CAPITAL OF THE COMPANY:
During the year under review, the Company has sub-divided its Equity
Shares having nominal value of Rs. 10/- (Rupees Ten Only) each fully paid-up into 10 (Ten)
Equity Shares having nominal value of Rs. 1/- (Rupees One Only) each fully paid-up.
The Paid up Equity Share Capital, as at 31st March, 2023 was
Rs. 5,28,55,110/- divided into 5,28,55,110 Equity shares having face value of Rs. 1/- each
fully paid up. Further, the Company has neither issued any shares not granted any stock
options or sweat equity during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as prescribed under Part B of
Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in
"Annexure A" of this report.
SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:
During the year, the Company has divested 26% of its stake held in the
Associate Company Mol Chem Limited at a consideration of Rs. 26,72,218/- (Rupees
Twenty-Six Lakh Seventy-Two Thousand Two Hundred and Eighteen Only) subject to adjustment
of final sale price in accordance with the Share Purchase Agreement. Consequent to the
said disinvestment, Mol Chem Limited ceased to be an Associate of the Company. The details
of Associate Company containing salient features of financial statement in
‘AOC-1? are shown in Annexure "B" which forms part of the report.
Further, the Company does not have any Subsidiary, Associate Company or
Joint Venture as on 31st March, 2023.
DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Vijal Yogendra Patel (DIN: 06882828), Whole-Time Director
of the Company, is due to retire by rotation at the ensuing 38th Annual General
Meeting and being eligible, has offered himself for re-appointment.
During the year under review, the Company with the approval of
shareholders through Postal Ballot, has regularized the appointment of Shri. Hemant
Nandkishor Bataviya (DIN: 09535784) and Shri. Kalpesh Chandrakant Shah (DIN: 09501247)
from Additional Directors (Independent) to Non-Executive Independent Directors for a
period of 5 Years with effect from 31st March, 2022 till 30th March,
2027 respectively.
Furthermore, during the 37th Annual General Meeting, the
Shareholder?s has granted approval for the re-appointment of Mr. Chunilal Bhanji
Gherwada (DIN: 08125212) as an Independent Director for a period of 5 (Five) years with
effect from 30th May, 2023, till 29th May, 2028.
Composition and other details of Board of Directors on 31st
March, 2023 is annexed herewith as Annexure D. The Directors appointment and remuneration
is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity
as adopted by the Company.
In terms of section 203 of the Companies Act, 2013 following are the
Key Managerial Personnel (KMP) of the Company
| Sr. No. |
Name of the Person |
Designation |
| 1. |
Shri. Yogendra D. Patel |
Chairman & Managing Director |
| 2. |
Shri. Akshay Kumar |
Company Secretary & Compliance Officer |
| 3. |
Shri. Kantilal. N. Jethwa |
Chief Financial Officer |
During the year, Shri. Arvind J. Chakote tendered his resignation from
the position of Company Secretary & Compliance Officer on 7th July, 2022.
To fill this vacancy, Shri. Jay Ramesh Mehta was appointed as the Company Secretary cum
Compliance officer effective from 8th July, 2022.
Furthermore, on 5th November, 2022, Shri. Jay Ramesh Mehta
stepped down from his role as Company Secretary & Compliance Officer. To address this
newly created vacancy, Shri. Akshay Kumar Jangara was appointed as the Company Secretary
cum Compliance officer effective from 6th November, 2022.
Independent Directors of the Company have given declaration that they
meet the criteria of independence as laid down under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their
names in the Independent Directors Data Bank. In the opinion of the Board they fulfil the
conditions of independence as specified in the Act and rules made thereunder and there has
been no change in the circumstances affecting their status as Independent Directors of the
Company.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI Listing Regulations, the
company has put in place a familiarisation program for Independent Directors? to
familiarize them with their role, rights & responsibilities as Directors, the
operations of the
Company, business overview, etc.
The details of Familiarisation program are explained in the Corporate
Governance Report and the same is also available on the website of the Company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the
Company for the financial year ended 31st March, 2023.
MEETINGS OF THE BOARD
The details of the composition of the Board and its Committees and the
number of meetings held and the attendance of Directors in such meetings are provided in
the Corporate Governance Report as a separate section in Annexure D which forms a part of
the Annual Report. There have been no instances during the year where the recommendations
of the Board Committees were not accepted by the Board.
BOARD AND COMMITTEE EVALUATION
The Board and Committee Evaluation are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India on January
5, 2017.
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations.
The evaluation process consisted of various aspects of the functioning
of the Board and its committees, such as composition, experience and competencies,
performance of specific duties and obligations, governance issues etc. The Board also
carried out the evaluation of the performance of Individual Directors based on criteria
such as contribution of the director at the meetings, strategic perspective or inputs
regarding the growth and performance of the Company etc. The Directors were evaluated on
aspects such as attendance, contribution at Board/Committee Meetings and guidance/ support
to the Management outside Board/Committee Meetings.
In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
RISK MANAGEMENT:
The provisions of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pertaining to formation of Risk Management
Committee is not applicable to the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Directors have laid down internal financial controls to be followed
by your Company and such policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Company?s
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information. The company has adopted accounting
policies, which are in line with the accounting standards and the Companies Act, 2013. The
Audit Committee evaluates the internal financial control system periodically.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered into during the financial
year were on arm?s length basis and were in ordinary course of business. There are no
materially significant related party transactions made by the Company which may have
potential conflict with the interest of the Company. There is no material related party
transactions which are not in ordinary course of business or which are not on arm?s
length basis and hence there is no information to be provided as required under
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014. Suitable disclosures on related party transactions as required by
the Indian Accounting Standard are made in the notes to Financial Statement.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as required under Regulation 34 read
with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report.
The requisite certificate from Mr. Prabhat Maheshwari, Partner, M/s. GMJ & Associates,
Practicing Company Secretaries (Membership No. F2405, COP No. 1432), which forms an
integral part of this Report, are set out as separate Annexures, confirming compliance
with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V
is attached to the Report on Corporate Governance.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are operating effectively and adequately.
LOANS, GUARANTEE OR INVESTMENTS
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the Notes to the Financial
Statements forming part of the Annual Report.
AUDITORS AND AUDIT REPORTS:
Statutory Auditor:
M/s. Verma Mehta & Associates, Chartered Accountants, (Firm
Registration No. 112118W), who are statutory Auditors of your Company hold office until
the conclusion of the 38th AGM to be held on 29th September, 2023.
The Board has recommended the appointment of M/s. Desai Saksena &
Associates, Chartered Accountants, (Firm Registration No. 102358W), statutory auditors of
the Company in the place of the retiring auditors, M/s. Verma Mehta & Associates, for
a term of five consecutive years, from the conclusion of the ensuing 38th
Annual General Meeting of the Company till the conclusion of the 42nd Annual
General Meeting to be held in the year 2028, for approval of shareholders of the Company,
based on the recommendation of the Audit Committee in compliance with the mandatory
rotation of auditors as per provisions of the Companies Act, 2013.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, a firm
of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as Annexure C and forms an integral part to
this report.
Cost Audit:
As per the requirement of the Central Government and pursuant to
Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your company has been carrying out audit of the
cost records.
The Board of Directors, on the recommendation of the Audit Committee,
has appointed M/s. Tapan Chattopadhyay & Associates, Cost Accountants (FRN:
PROP/101121), as the Cost Auditors to conduct the audit of the cost records of the Company
for the financial year ending 31st March, 2024 at a remuneration of Rs.
50,000/- plus taxes as may be applicable and out of pocket expenses. As required under the
provisions of the Companies Act, 2013, a resolution seeking members approval for
remuneration payable to the Cost Auditor forms a part of the Notice convening the 38th
Annual General Meeting.
Internal Audit:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
the Board on the recommendation of the Audit Committee has appointed M/s. Udeshi &
Co., Chartered Accountants having a Registration No. 130840W as Internal Auditors of the
Company.
Auditors observations:
The observations of the auditors contained in their report have been
adequately dealt with in the Auditors reports which are self-explanatory.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, with respect to Director
Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures,
if any;
b) the Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit of the company for that period;
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets 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, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
EXTRACTS OF ANNUAL RETURN
Pursuant to Section 92 of the Act read with the applicable Rules, the
Annual Return for the year ended 31st March, 2023 can be accessed on the
Company?s website at www.bharatagri.com.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
given in Annexure D to this report.
PARTICULARS OF EMPLOYEES:
Disclosure with respect to remuneration of Directors, KMPs and
employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in Annexure E and forms an integral of this report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial
Standards 1 and 2, issued by the Institute of Company Secretaries of India.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The Vigil
Mechanism/Whistle Blower policy has been posted on the Company?s website at
www.bharatagri.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The Company is committed to create and maintain an environment in which
employees can work together without fear of sexual harassment, exploitation or
intimidation. A Complaint Redressal Committee has been set up by the Company to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the Financial Year 2022-23, no
complaints were received.
AUDIT COMMITTEE:
In accordance with the provisions of the Regulation 18 of SEBI (LODR)
Regulations, 2015 and the Companies Act, 2013, the Company is having an Audit Committee.
The Committee acts in accordance with the terms of reference specified from time to time
by the Board. The details of the terms of Audit Committee and other details are explained
in the Corporate Governance Report.
REMUNERATION & NOMINATION POLICY:
The Board of Directors on the basis of the recommendation of the
Nomination & Remuneration Committee has framed a policy which lays down a framework in
relation to the remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. The policy lays down the criteria for selection and appointment of Board
Members. The details of the policy are explained in the Corporate Governance Report.
GENERAL DISCLOSURES:
Public Deposits:
The Company has not accepted any deposits from the public within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
Material Changes and Commitments affecting Financial Position between
the end of the Financial Year and Date of Report:
There were no material changes affecting the financial position of the
Company between the end of the financial year and date of report.
Changes in Nature of Business:
No significant changes had been made in the nature of the business of
the Company during the financial year ended 31st March, 2023.
Significant and material orders passed by the Regulators or Courts:
There are no significant and material orders passed by the Regulators
or Courts that would impact the going concern status of the Company and its future
operations during the financial year ended 31st March, 2023.
Depository Services:
The Companys Equity Shares have been admitted to the depository
mechanism of the National Securities Depository Limited (NSDL) and also the Central
Depository Services (India) Limited (CDSL). As a result, the investors have an option to
hold the shares of the Company in a dematerialized form in either of the two Depositories.
The Company has been allotted ISIN No. INE842D01029. Shareholders therefore are requested
to take full benefit of the same and lodge their holdings with Depository Participants
[DPs] with whom they have their Demat Accounts for getting their holdings in electronic
form.
Code of Conduct:
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of business ethics. In
recognition thereof, the Board of Directors has implemented a Code of Conduct for
adherence by the Directors, Senior Management Personnel and Employees of the Company. This
will help in dealing with ethical issues and also foster a culture of accountability and
integrity. The Code has been posted on the Companys website www.bharatrealty.co.in. All
the Board Members and Senior Management Personnel have confirmed compliance with the Code.
Sexual Harassment:
The Company has constituted an Internal Complaint Committee as required
under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no
complaints were reported.
Safety, Environment Control and Protection:
The Company is aware of the importance of environmentally clean and
safe operations. The Companys policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliances, environmental regulations and
preservation of natural resources at the Plant.
Listing:
The Companys Shares are listed on BSE Limited, Mumbai.
Internal Financial Control and their adequacy:
The company has in place adequate, internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The company has adopted accounting policies, which are
in line with the accounting standards and the Companies Act, 2013.
Details of application made or proceeding pending under insolvency and
bankruptcy code, 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the company under the Insolvency and Bankruptcy Code,
2016.
Details of difference between valuation amount on one time settlement
and valuation while availing loan from banks and financial institutions:
The company has not entered into one time settlement of loans from
banks and financial institutions. Hence the said clause is not applicable to the company
for the financial year ended 31st March, 2023.
Reporting of Frauds:
There have been no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Act & Rules framed thereunder either to the
Company or to the Central Government.
APPRECIATION:
Your Directors wish to place on record their sincere appreciation to
the Central Government, State Government, Thane Municipal Corporation, Agricultural
Department, Companys Banker, Shareholders, Customers and business consultants for their
valued co-operation and support at all times.
Your Directors also wish to place on record their appreciation for hard
work, solidarity, co-operation and support of employees at all levels.
|
For and on behalf of the Board |
|
For Bharat Agri Fert & Realty Limited |
| Registered Office: |
Yogendra D. Patel |
| 301, 3rd Floor, Hubtown Solaris, |
Chairman & Managing Director |
| N. S. Phadke Marg, Near Gokhale Bridge, |
(DIN: 00106864) |
| Andheri (East), |
|
| Mumbai 400 069 |
|
+91-9892691696
