DIRECTORS' REPORT_ Dear Shareholders, On behalf of the Board of Directors, it is our pleasure to present the 26th Annual Report together with the Audited Statement of Accounts of Bharat Rasayan Limited ("the Company") for the year ended March 31, 2015. Summary of Operations During the year, your Company's profit after tax stood at Rs.3174.91 Lacs vis-a-vis Rs.2014.62 Lacs in the previous year, registering a growth of approx. 57.59%. Reserves During the year, the Company has transferred Rs.2,00,00,000/- (Rupees Two Crores only) to General Reserves of the Company. Dividend Your Directors have recommended a dividend of Rs.1.5 per equity share of Rs.10 each for financial year 2014-15. 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. Capital/ Finance As on 31st March, 2015, 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 Rs.10/- 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 as per Annexure-I. 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, their Report and Notes to Financial Statements In the last AGM held on 29th September, 2014, M/s. B.K.Goel and Associates, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of four years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments. 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 and Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your Company for the financial year 2015-16. 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 submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period. Secretarial Audit In terms of Section 204 of the Act and Rules made there under, M/s. Mamta Jain and Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-III to this report. Directors' explanation on the comments of the Secretarial Auditor for the year ended 31st March, 2015 as set out in the Secretarial Audit Report dated 12th August, 2015 is as follows: With reference to the said report wherein the Secretarial Auditor has mentioned about Non-filing of form MGT-15 in respect of Report on Annual General Meeting (held on 29.09.2014) under Section 121(1) of the Companies Act, 2013 and Rule 31(2) of Companies (Management and Administration) Rules, 2014, the Board would like to inform you that the said non filing with the Ministry of Corporate Affairs shall be rectified at the earliest. 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-IV 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. 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 2014-15, 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 performance evaluation of the Board, its Committees and individual Directors was being conducted as per the requirement of Companies Act, 2013. 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 During the year Smt.Sujata Agarwal was being appointed as Non-Executive Independent Woman Director of the Company. Shri Pankaj Gupta, Shri Ram Kanwar, Shri Amit Gupta and Smt. Sujata Agarwal are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made thereunder about their status as Independent Directors of the Company. Company's policy on appointment and remuneration During the year under review the Company has duly adopted the Nomination and Remuneration Policy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 ("Act") and Clause 49(IV)(B)(1) of the Equity Listing Agreement ("Listing Agreement"). Ratio of Remuneration of Director The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company is enclosed as Annexure-V to the Directors' 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 Company's internal financial controls were adequate and effective during the financial year 2014-15. Statutory Auditor's Report The Auditor's Report does not contain any qualifications, reservations or adverse remarks. Directors and Key Managerial Personnel Shri M.P.Gupta and Shri R.P.Gupta, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Shri Pankaj Gupta, Shri Ram Kanwar, Shri Amit Gupta and Smt. Sujata Agarwal have been appointed as an Independent Directors for term of 5 years and Shri Ajay Gupta have resigned from the position of Directorship w.e.f. 6th June, 2014 and Shri Sandesh Jain and Shri Naresh Agarwal also ceased to be associated with the Company w.e.f. 14th August, 2014. 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 amounts lying with the Company, as on the date of last AGM (i.e. 29th September, 2014), 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. Management Discussion and Analysis Report As per Clause 49 of the Listing Agreement entered into with the stock exchange, Management Discussion and Analysis Report is annexed to Directors' Report, which forms part of this Annual 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. 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. Company's 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 Company's In-house R&D Unit: • Capital : Rs.11.00 lacs • Recurring : Rs.68.56 lacs • Total : Rs.79.56 lacs • Total R&D expenditure (as % of total expenditure) : 0.20% (c) Foreign exchange earnings and Outgo During the year, the total foreign exchange used was Rs.15329.37 lacs and the total foreign exchange earned was Rs.12089.78 lacs. 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/-(S.N.Gupta) Chairman & Managing Director DIN: 00024660 New Delhi August 12, 2015 |