Bharat Rasayan Ltd Directors Report.

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 30th Annual Report together with the Audited Statement of Accounts of Bharat Rasayan Limited ("the Company") for the year ended March 31, 2019.

Financial Performance

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

(Rs in Lakhs)
Particulars As at 31.03.2019 As at 31.03.2018
Total Income 99,469 81,301
Total Expenses 80,684 65,034
Profit before Interest, Depreciation & Tax (EBITDA) 18,785 16,267
Provision for Income Tax (including for earlier years) 4,361 3,685
Net Profit after Tax 11,152 9,831
Other Comprehensive Income (19.48) (0.95)
Total Comprehensive Income for the year 11,133 9,830
Earnings Per Share (EPS) (in Rs) 262.49 231.41

Summary of Operations

During the year, your Companys profit after tax stood at Rs11,152 Lakhs vis-a-vis Rs9,831 Lakhs in the previous year, registering a growth of approx. 13.44%.

Reserves

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

Dividend

Your Directors have recommended a dividend of Rs1.50 per equity share of Rs10/- each for financial year 2018-19. The final dividend subject to the approval of the members at the Annual General Meeting will be paid to those members whose names appear in the Register of Members or in the records of the Depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial 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 given below:

Date of the meeting No. of Directors attended the meeting
30.05.2018 8
14.08.2018 7
29.09.2018 7
14.11.2018 6
14.02.2019 6
30.03.2019 8

Capital/ Finance

As on 31st March, 2019, the issued, subscribed and paid up share capital of your Company stood at Rs 4,24,87,400/-, comprising 42,48,740 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 the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed.

Committees of Board

The details of composition of the Committees formulated by the Board of Directors are as under:

a . Audit Committee

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

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

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

b. Nomination & Remuneration Committee

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

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

*Smt Sujata Agarwal ceased to be a member/chairperson of the Committee w.e.f. 14.08.2018 During the year, the Committee had met on 29.09.2018, 14.02.2019 and 30.03.2019.

c. Corporate Social Responsibility Committee

Sr. No. Name Chairperson / Member
1. Shri Mahabir Prasad Gupta Chairperson
2. Shri Rajender Prasad Gupta Member
3. Smt. Sujata Agarwal Member

During the year, the Committee had met on 27.12.2018, 28.01.2019 and 08.02.2019.

The Committee had approved the CSR Policy and the Budget. The CSR Policy is uploaded on Companys website. Further, the Report on CSR Activities / Initiatives is enclosed as annexure.

d. Stakeholders Relationship / Shareholder Grievance Committee

Sr. No. Name Chairperson / Member
1. Shri Pankaj Gupta Chairperson
2. Smt. Sujata Agarwal Member
3. Shri Mahabir Prasad Gupta Member

During the year, the Committee had met on 09.04.2018, 07.07.2018, 09.10.2018 and10.01.2019.

e . Share Transfer Committee

Sr. No. Name Chairperson / Member
1. Shri Mahabir Prasad Gupta Chairperson
2. Shri Rajender Prasad Gupta Member
3. Smt. Sujata Agarwal Member

During the year, the Committee had met on 20.04.2018, 30.04.2018, 10.05.2018, 04.06.2018, 08.06.2018, 10.07.2018, 21.07.2018, 30.07.2018, 29.08.2018, 17.09.2018,11.10.2018,19.11.2018, 04.12.2018, 12.12.2018, 28.01.2019, 15.02.2019, 11.03.2019, 19.03.2019 and 30.03.2019

f. Committee of Directors

Sr. No. Name Chairperson / Member
1. Shri Sat Narain Gupta Chairperson
2. Shri Mahabir Prasad Gupta Member
3. Shri Rajender Prasad Gupta Member

During the year, the Committee had met on 20.04.2018, 10.05.2018, 24.05.2018, 08.06.2018, 26.06.2018, 10.07.2018, 30.07.2018, 26.09.2018, 11.10.2018, 30.10.2018, 12.12.2018, 18.12.2018, 31.12.2018, 28.01.2019, 11.03.2019 and 26.03.2019.

g. Directors Responsibility Statement

Pursuant to the requirement Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments 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 and loss 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, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(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.

Statutory Auditors Report and Notes to Financial Statements

The Independent Auditors Report of M/s. R.D Garg & Co., Chartered Accountants, the Statutory Auditors of the Company, on the financial statements of the Company for the financial year ended 31st March, 2019, read with relevant Notes to Financial Statements 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 the Companies 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 conduct the audit of cost records of your Company for the financial year 2019-20. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company has filed the Cost Audit Report with the Ministry of Corporate Affairs for the relevant financial year.

Secretarial Audit

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

Particulars of Loans, Guarantees or investments

(i) Amount outstanding as at 31st March, 2019

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

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

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

Related Party Transactions

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 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 important assets.

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

Internal Financial Control

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews being made by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

Secretarial Auditors Report/Secretarial Compliance Report

The Secretarial Auditors Report do not contain any qualifications, reservations or adverse remarks.Report of the Secretarial Auditor is given as an annexure which forms part of this report.

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

Directors and Key Managerial Personnel

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

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

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

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

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

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Rakesh Verma, Chief Financial Officer and Ms. Nikita Chadha, Company Secretary of the Company.

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

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

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

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

In a separate meeting, the lndependent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting that followed the meeting of the lndependent Directors and NRC, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed. Significant highlights, learning and action points with respect to the evaluation were discussed by the Board.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of Information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amount lying with the Company, as on the date of last AGM (i.e. 28th September, 2018), with the Ministry of Corporate Affairs.

Deposits from Public

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

Disclosure requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors Certificate thereon and Management Discussion and Analysis Report are attached, which form part of this report.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees was in receipt of remuneration exceeding the limit specifies in the Act and the corresponding rules.

Top Ten Employees in Terms of Remuneration drawn during the year

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

*The Remuneration includes only Gross Salary earned including leave encashment, variable incentive, fixed incentive, perquisites and profit based commission, if any, and without any statutory deductions (like, EPF, I.Tax etc.). Other reimbursement (if any like medical, petrol, driver etc.) are not included.

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo (a) Conservation of Energy

Energy conservation has been an important thrust area of the management and is being continuously monitored and efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an ongoing basis. We have persistent in our efforts to ensure reuse, recycling to the extent possible.

Wherever possible, energy conservation measures have already been implemented by your Company. With growing concerns, there has been an exhaustive search made for means of alternative energy which may be considered for implementation in future and your Company would continue to explore alternative sources of energy in future. Sustainability is deeply 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 Absorption, Adaptation & Innovation

1. The Company has no technical collaboration and the processes are carried out on the standard 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, both Indian and foreign.

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

Research & Development (R&D)

1. Companys In-house R&D facilities are recognized by the Ministry of Science and Technology, New Delhi.

2. R&D efforts of the Company are directed towards quality assurance and improvement 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 on following 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 Companys In-house R&D Unit: Amount (Rs in Lakhs)

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

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

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs46,663.30 Lakhs and the total foreign exchange earned was Rs22,011.86 Lakhs.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board
M/s Bharat Rasayan Limited
Sd/-
(SAT NARAIN GUPTA)
NEW DELHI, Chairman & Managing Director
AUGUST 14, 2019 DIN: 00024660