Bharat Rasayan Ltd Directors Report.

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 32nd Annual Report together with the Audited Statement of Accounts of Bharat Rasayan Limited ("the Company") for the year ended March 31, 2021.

Financial Performance

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

Particulars Standalone

Consolidated

As at 31.03.2021 As at 31.03.2020 As at 31.03.2021 As at 31.03.2020
Total Income 1,09,913 1,23,187 1,09,913 1,23,187
Total Expenses (excluding Interest and Depreciation) 85,374 98,911 85,434 98,911
Profit before Interest, Depreciation & Tax (EBITDA) 24,539 24,276 24,479 24,276
Provision for Income Tax (including for earlier years) 5,148 4,755 5,147 4,755
Profit after Tax 16,446 15,764 16,387 15,764
Other Comprehensive Income (7) (67) (7) (67)
Total Comprehensive Income for the year 16,439 15,697 16,380 15,697
Earnings Per Share (EPS) [in ] 387.09 371.03 385.70 371.03

Summary of Operations

During the year, your Companys profit after tax stood at 16,446 Lakhs vis--vis 15,764 Lakhs in the previous year, registering a growth of approx. 4.33%.

Outlook

2020-21 has been a challenging year with weakening consumer sentiment given the macro-economic conditions and finally, the COVID-19 outbreak and its terrible impact on lives and livelihoods. The human impact of the virus and the containment efforts have resulted in supply and demand disruptions, resulting in a sharper growth deceleration. The situation remains volatile with the trajectory of the virus undetermined, evolving hot spot geographies, the success of containment measures uncertain, the severity and duration of resulting economic crisis and the extent of structural damage unknown. There are many unknowns today and hence, the near-term outlook is extremely uncertain. We stand united with the nation in the fight against COVID-19 as we navigate our way through these dynamic uncertain times together. Our focus remains on safety of our people, protecting supply lines, serving demand, contributing to the society and optimising cost and cash.

Despite the near-term ambiguity, we remain confident of the medium to long-term growth prospects of the Agro chemical sector. Our Sector is working closely with Governments to ensure that we overcome this global health crisis together. Although the current situation is much more uncertain than normal, we are confident about our ability to manage the immediate crisis and come out of it in a strengthened competitive position. We remain focused on delivering consistent, competitive, profitable and responsible growth through our fundamentals of growth and sustainable business model.

India is projected to be a key beneficiary of the global move towards China plus one sourcing strategy of companies, which is expected to provide further momentum to Indias crop protection sector. Industry is collaborating with the Government in building an enabling ecosystem to make India an agrochemical powerhouse.

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 1.50 per equity share of 10/- each for financial year 2020-21. 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.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Board of Directors of the Company has adopted a Dividend Distribution Policy (Policy) which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The Policy is attached as Annexure to this Report and is also available on the website of the Company under the Investor Relations section at www.bharatgroup.co.in.

Details of Board Meetings

During the year, Ten (10) number of Board meetings were held, details of which are given below:

Date of the meeting No. of Directors attended the meeting
26-06-2020 8
13-08-2020 8
04-09-2020 7
30-09-2020 7
12-11-2020 8
21-11-2020 6
16-12-2020 7
12-01-2021 4
10-02-2021 6
31-03-2021 6

Capital/ Finance

As on 31st March, 2021, 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 10/- each.

Buy-Back

During the year, the Company has started the process of buyback of 93,472 Equity Shares OF 10/-each, comprising of 2.20 % of the total paid-up equity capital of the Company, from the equity shareholders of the Company as on the record date, at a price of 11,500 /- (Rupees Eleven Thousand Five Hundred Only) per Equity Share ("Buyback Offer Price"), for an aggregate amount not exceeding

1,07,49,28,000 /- (Rupees One Hundred Seven Crores Forty Nine Lakhs Twenty Eight Thousand Only)) (hereinafter referred to as the "Buyback ("Offer Size"), (being less than 25% of the total paid-up equity capital and free reserves of the Company based on both audited standalone financial statements and audited consolidated financial statements of the Company as on March 31, 2020), on a proportionate basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018. The Company has completed the process of Buyback vide extinguishment of 93,370 equity shares in demat mode on 27.04.2021 and extinguishment of 102 equity shares in physical mode on 09.06.2021 (these 102 physical shares could not be extinguished in the required timeline, as the share certificates were lying at RTAs Delhi office due to the sudden surge in COVID-19 cases, Delhi was under lockdown, an extension in timeline was sought from SEBI which was granted to the Company vide email dated 11.05.2021. Accordingly as the lockdown restrictions were relaxed by the Delhi Government from 07.06.2021, the physical shares accepted in Buyback was extinguished on 09.06.2021).

Corporate Governance

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Companys website as https://www.bharatgroup.co.in/bharat-rasayan/ images/Annual_Return_31_03_2021.pdf

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 Pradeep Kumar Aggarwal@ Chairperson
2. Shri Pankaj Gupta Member
3. Shri Rajender Prasad Gupta Member
4. Shri Rajesh Gupta* Member

@ Shri Pradeep Kumar Aggarwal appointed as a member/chairperson of the Committee w.e.f.

16.12.2020.

*Shri Rajesh Gupta ceased to be a member/chairperson of the Committee w.e.f. 16.12.2020. During the year, the Committee had met on 26.06.2020, 13.08.2020, 12.11.2020 and 10.02.2021.

b. Nomination & Remuneration Committee

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

@ Shri Pradeep Kumar Aggarwal appointed as a member/chairperson of the Committee w.e.f.

16.12.2020.

*Shri Rajesh Gupta ceased to be a member/chairperson of the Committee w.e.f. 16.12.2020. During the year, the Committee had met on 04.09.2020, 16.12.2020, 10.02.2021 and 31.03.2021.

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 30.07.2020. 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 18.05.2020, 13.07.2020, 12.10.2020 and 13.01.2021. 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 30.06.2020, 30.09.2020, 11.11.2020 and 31.03.2021. 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 03.06.2020, 06.08.2020, 07.09.2020, 29.09.2020, 26.11.2020, 30.12.2020 and 11.02.2021.

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, 2021, read with relevant Notes to Financial Statements are self-explanatory and do not call for any further explanation.

Vide notification dated May 07, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each Annual General Meeting has been done away with. Accordingly, no such item has been considered in notice of the 32nd Annual General Meeting.

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 2020-21. 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.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

Credit Ratings

There were no changes in the credit ratings of the Company. As on March 31, 2021, the Company had credit rating of AA- for long term and A1+ for short term.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2021.

Particulars of Loans, Guarantees or investments

(i) Amount outstanding as at 31st March, 2021

Particulars Amount ( in Lakhs)
Loans Given Nil
Guarantees Given 323.91
Surety given to Custom & Excise Commissioner 1608.16
Investments Made in Mutual Funds 10591.52

(ii) Loans, Guarantees and Investments made during the Financial Year 2020-21

Name of Entity Relation Amount (in ) Particulars of loans, guarantees and investments Purpose for which the loans, guarantees and investments are proposed to be utilized
Dakshin Gujarat Vij Company Limited, - 116.06 Guarantee Given As security to Electricity
Dahej, Gujarat Commissioner of Customs - 4.30 Guarantee Given Department As security to Custom Department
SBI Mutual Funds (Short Term) - 30100.00 Short Term Investments Cash Management

Disclosure

The details in relation to the composition of Audit Committee, establishment of Vigil Mechanism for directors and employees, Internal Financial Controls and Directors Remuneration Policy of the Company have been given in the Corporate Governance Report forming part of this Annual Report.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Companys operations in future.

Compliance with Secretarial Standards

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised Policy on Related Party Transactions which is also available on the Companys website at www.bharatgroup.co.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. All Related Party Transactions are subjected to review with the requirements of Related Party Transactions under the Companies Act, 2013, and Listing Regulations. All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure.

Joint Venture

The Company i.e. Bharat Rasayan Limited (BRL) has executed a Joint Venture ("JV") Agreement on 18.02.2020, with Nissan Chemical Corporation (NCC), a company incorporated in Japan, and with Nissan Bharat Rasayan Private Limited, a company incorporated in India ("JV" Company). The joint venture will operate through a company named Nissan Bharat Rasayan Private Limited, a company incorporated in India in which BRL has 30% share and NCC has 70% share. The Joint Venture Company i.e. Nissan Bharat Rasayan Private Limited has decided to construct new manufacturing factory in India for various technical products. Nissan Chemical Corporation is a research based Company and is one of the largest manufacturers of agrochemicals in Japan having global operations. Nissan Chemical Corporation has developed good relationship of mutual trust with Bharat Rasayan Limited and thus Nissan Chemical Corporation wants to enter into joint venture with Bharat Rasayan Limited.

Business Responsibility Report

The Securities Exchange Board of India (SEBI) on November, 2019 as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and for better compliance with corporate governance norms decided to make it mandatory for top 1,000 listed companies to prepare annual business responsibility report, covering their activities related to environment and stakeholder relationships as a part of its Annual Report. Bharat Rasayan Limited (the "Company") being one of the top thousand listed company has to approve and adopt the Business Responsibility Policy (the "Policy") which is based on principles laid down in the National Voluntary Guidelines on Social, Environmental and Economic responsibilities of a Business published by the Ministry of Corporate Affairs, towards conducting business by a company. The Business Responsibility Report forms a part of this Annual 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.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has already adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace 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 2020-21, the Company has not received any complaint on sexual harassment.

Vigil Mechanism

Pursuant to the requirement of the Act, the Company has established vigil mechanism, a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking 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 performance, Board Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations").

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. A separate meeting of the Independent Directors ("Annual ID Meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman.

Some of the key criteria which were being considered 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 the Risk 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 with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Declaration by Independent Directors

Shri Pankaj Gupta, Shri Ram Kanwar, Smt. Sujata Agarwal, Shri Suresh Kumar Garg and Shri Pradeep Kumar Aggarwal are independent Directors on the Board of your Company. They have given declarations 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 Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, industry experience, strategy, finance and governance, IT and digitalisation, human resources, safety and sustainability, etc. and that they hold the highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt, except Shri Pradeep Kumar Aggarwal, from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

Companys Policy on Appointment and Remuneration

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis--vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

At the time of appointment, specific requirements for the position including expert knowledge expected is communicated to the appointee.

During the year under review, the Board has also reviewed the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the businesses and sectors applicable to the Company which were mapped with each of the Directors on the Board. The same is disclosed in the Corporate Governance Report forming part of the Annual Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an Independent Director if he/ she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Act.

Ratio of Remuneration of Director

The information required under Section 197 of the Act and the Rules made thereunder, in respect of employees of the Company is enclosed as Annexure to the Boards Report.

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 2020-21.

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, 2021.

Directors and Key Managerial Personnel

Shri Mahabir Prasad Gupta and Shri Sat Narain Gupta, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Shri Rajesh Gupta has resigned from the position of Directorship w.e.f. 16.12.2020.

The Board of Directors in its meeting held on 16.12.2020 appointed Shri Pradeep Kumar Aggarwal (DIN: 00338254) as an Additional Director of the Company w.e.f. 16.12.2020 pursuant to the provision of Section 161 of the Companies Act, 2013.

Shri Ajay Gupta was reappointed as a WholeTime Director of the Company w.e.f. 01.04.2021.

Shri Kamleshwar Prasad Uniyal was re-appointed as a WholeTime Director of the Company by the Board of Directors in their meeting held on 04.09.2020 for a period from 16.06.2020 to 15.06.2021. The

Board of Directors re-appointed him as a Whole Time Director in their meeting held on 29.05.2021 for a further period of one year i.e., from 16.06.2021 to 15.06.2022.

Shri Suresh Kumar Garg has been re-appointed as Independent & Non-Executive Director of the Company for a further period of five years effective from 30th May, 2021 and he 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 independent 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. 24.09.2020), with the Ministry of Corporate Affairs.

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 2021* Previous Employment and Designation
(Rs.IN LAKHS)
1. Rajender Prasad Gupta Whole Time Director Graduate 33 1,109.64
2. Sat Narain Gupta Chairman & Managing Director M.A. 45 581.71
3. Mahabir Prasad Gupta Whole Time Director Graduate 44 563.71
4. Abhishek Aggarwal President- Strategic Alliance and B.Sc. (IT), PGD in Management, 17 98.95 Crystal Crop Protection Pvt. Limited, Delhi
Corporate Sales PGD in Plant Protection

Vice President-Exports

5. Ajay Kumar Gupta Director (Operations) B.E. Chemical 37 72.53 Coromandel International Ltd - Associate Vice President
6. Mahendra Pratap Singh Vice President- R&D M.Sc. 31 45.29 Sudarshan Chemicals Ltd, Manager - R&D
7. Kamleshwar Prasad Uniyal Director (Operations) Post Graduate 41 41.55 Ranbaxy Limited, (SAS Nagar Mohali) - Production Chemist
Montari Industry Limited (Ropar) -

Production supervisor Rallis India Limited

(Derabassi Punjab)- Production

Superintendent

8. Ajaykumar. D.Bhavsar DGM- Production B.Sc- Chemistry 30 35.14 Ravi Organic- DGM - Production
9. Sanjay Gupta Associate Vice President - International Business B.E. & MBA (International Business) 36 33.79 Spark Engg. Pvt. Limited, Sahibabad (Uttar Pradesh) General Manager- Exports
10. Narasimha D. Prabhu GM - Production B.E (Chemical) 29 30.54 Rallis India Limited - DGM

*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:

Sr.No. Nature Unit-1 (Bahadurgarh, Haryana) Unit-2 (Dahej, Gujarat) Total
1 CAPITAL 321.85 Nil 321.85
2 RECURRING 160.03 95.99 256.02
TOTAL 481.88 95.99 577.87

Total R&D expenditure (as % of total expenditure) : 0.65%

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was 40,256.25 Lakhs and the total foreign exchange earned was 34,048.47 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 11, 2021 DIN: 00024660