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Bharat Agri Fert & Realty Directors Report, Bharat Agri Reports by Directors
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Bharat Agri Fert & Realty

BSE: 531862|ISIN: INE842D01011|SECTOR: Fertilisers
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Directors Report Year End : Mar '18    Mar 16

The Directors have great pleasure in presenting the 33rdAnnual Report along with the Audited Statement of Accounts for the year ended 31stMarch, 2018.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars

2017-18

2016-17

Sales and other Income

3569.45

4579.00

Profit / (Loss) before tax and appropriation

16.95

(98.36)

Profit / (Loss) after tax

(2.26)

(87.88)

Balance brought forward

6027.66

6115.54

Appropriations

Interim Dividend

0.00

0.00

Proposed Final Dividend

0.00

0.00

Tax on Dividends (Interim & Proposed)

0.00

0.00

General Reserve

0.00

0.00

Balance Carried To Balance Sheet

6025.40

6027.66

OPERATIONAL REVIEW & STATE OF COMPANY''S AFFAIRS :

a.) Fertilizer Division :-

The Company has produced 27790 M.T and sold 29050 M.T Single Super Phosphate during the year ended 31st March 2018.

Company has started production of fortified SSP with Zinc which is getting positive response from dealers and farmers. Company targeted 50% capacity utilization for the year 2018-19 and expected maximum realization on account of increase in prices and subsidy from Rs.2166/PMT to Rs.2734/PMT.

Company put a set-up of 500 KWH solar system which is cost effective and will reduce cost by 30-35% in coming years.

b) Realty Division

Company''s 6 High Rise Towers with 370000 sq.ft area completed successfully and remaining area of 9000 sq.ft will be sold out during the year 2018-19. Company is having 305000 sq.ft inventory from TDR which will be started by October 2018 with 1 and 2 BHK in 70:30 ratio with best amenities and facilities having a projected revenue of Rs.350 crore from Phase II.

Approvals and sanctions from TMC obtained and work will be started as soon as MoEF permission is received from 14th floor to 23rd floor for which application is pending for hearing.

c) Resort Division

The Company has developed “ANCHAVIYO” resort with 19 luxurious room at a capital cost of Rs.13 crore spread over an area of 8-acre N.A land. Resort is running in full swing and fetching popularity as it is only 80 kms away from Mumbai Airport and having huge landscape, outdoor facilities and amenities of swimming pool, health SPA, Mini Theatre, Boating, Cycling, Jogging Path surrounded with trees.

Company is planning for developing destination wedding with 168 sophisticated rooms like castle at an estimated cost of Rs. 30 Crore over 35 acre land on the bank of River Vaitarana under the brand of “CASAANCHAVIYO”.

Development work will be started once all necessary permissions obtained till such time work will be started for land levelling and fencing with other infrastructure work.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31 stMarch, 2018 due to loss incurred during the financial year.

RESERVES:

Your Directors do not propose to transfer any amount to the Reserves.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31stMarch, 2018 was Rs. 5,28,55,110/- divided into 52,85,511 Equity shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has neither issued any shares nor granted any stock options or sweat equity.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

MOL CHEM LIMITED is an associate. The company''s gross revenue for FY 2017-18 stood at Rs. 41,96,319. The company made a loss of Rs.1,64,85,768. However, the Company does not have any Subsidiary or Joint Venture. The details of Associate Company containing salient features of financial statement in ''AOC-1'' are shown in Annexure “A” which forms part of the report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company is having in place a “Corporate Social Responsibility” (CSR) Committee. As part of its initiatives under CSR, the company has contributed funds for activities like distributing books, educational material, holding seminars for educational purpose, arranged food for needy children and also arranged for various development activities benefiting children. The contributions in this regard have been made to the registered trust which is undertaking these activities. The Annual Report on CSR activities is annexed herewith as: Annexure “B”.

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 Audit Committee evaluates the internal financial control system periodically.

CORPORATE GOVERANANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which forms an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Practicing Company Secretaries regarding compliance with the requirements of Corporate Governance as stipulated in the SEBI Listing Regulations.

RELATED PARTY TRANSACTIONS:

All related party transactions entered during the Financial Year were in ordinary course of the business and on an arm''s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Number of meetings of the board of directors:

The Board met 7 (seven) times during the financial year. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri. K. N. Jethwa (DIN: 00107034), Whole-time Director retires by rotation and being eligible offers himself for re-appointment.

Re-appointment, Appointment & Resignation:

The Board of Directors on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of:

Shri.Yogendra D. Patel as Managing Director, Smt. Anjni Y. Patel as Whole time Director, Ms. Chandni Y. Patel as Whole time Director, Shri.K. N. Jethwa as Whole time Director for a period of 3 (three) years with effect from 11th June, 2019 subject to approval of the members at the ensuing Annual General Meeting.

Shri.Vijal Y. Patel as Whole time Director for a period of 3 (three) years with effect from 28th May, 2019 subject to approval of the members at the ensuing Annual General Meeting.

Based on evaluations and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Section 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Shri. YogeshS. Rathod, Shri. Ramesh J. Vekaria and Shri. Suresh M. Bhadrecha as Independent Directors for another term of 5 (five) consecutive years with effect from 28th May, 2019, 31st March, 2019 and 31st March, 2019 respectively with the approval of Members.

Pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, Shri. Chunilal B. Gherwada in respect of whom the Company has received a notice in writing along with a deposit from a member proposing his candidature, has been appointed as an Independent Director to hold office for a term of 5 (five) consecutive years with effect from 30th May, 2018.

Shri.Shirish P. Gajendragadkar, Independent Director, has resigned from the office with effect from 30th May, 2018.

Statement on declaration given by Independent Directors:

The Independent Directors have submitted the declaration of independence, as required pursuant section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided under Section 149(6) of the Act and the SEBI Listing Regulations.

Board evaluation:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, the Board has carried out an evaluation after taking into consideration various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Key Managerial Personnel:

The following persons are the Key Managerial Personnel of the Company:

Sr. No.

Name of the Person

Designation

1.

Mr. Yogendra Dahyabhai Patel

Chairman & Managing Director

2.

Mr. Arvind Jaykumar Chakote

Company Secretary

3.

Mrs. Vidya Pradeep Gidde

Chief Financial Officer

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.

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 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, 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.

AUDIT COMMITTEE:

In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and 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 as per recommendations of the Nomination& Remuneration Committee has framed a policy which lays down a framework in relation to 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.

AUDITORS AND AUDIT REPORTS:

Statutory Auditor:

M/s. Verma Mehta& Associates, Chartered Accountants, (Firm Registration No. 112118W) are proposed to be appointed as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of 33rdAGM of the Company to hold office till the conclusion of the 38th AGM. As required under the provisions of section 139 & 142 of the Companies Act, 2013, the Company has obtained written confirmation from M/s.Verma Mehta & Associates, that their appointment, if made, would be in conformity with the limits specified in the said Section.

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. S R Singh & Co., Cost Accountants as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2018-19 at a remuneration of Rs. 75,000/- plus taxes as may be applicable and out of pocket expenses. As required under the provisions of the Companies Act, 2013, a resolution seeking member''s approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Internal Audit:

Pursuant to provisions of Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee has appointment M/s. B. J. Shah & Associates, Chartered Accountants having a Registration No. 109500W as Internal Auditors of the Company.

Auditor''s observations:

There were no audit qualifications in the Statutory Auditors Report as well as in the Secretarial Audit Report for the financial year 2017-2018 as annexed to this Annual Report.

DISCLOSURE:

Risk Management:

The Board in its meeting dated 30th May, 2016 has dissolved the risk management committee in view of its applicability only to top 100 listed entities as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

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 website of the Company.

Particulars of Loans, Guarantees or Investments:

The particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Standalone Financial Statements.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure ''D'' and forms an integral part of this Report.

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 ''E'' to this Report.

Secretarial Standard:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Particulars of Employees:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence no such particulars are furnished.

GENERAL DISCLOSURES:

Public Deposits:

Your 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.

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 status of the Company and its future operations during the financial year ended 31st March, 2018.

Depository Services:

The Company''s 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. INE842D01011. 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 Company''s 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 Company''s 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 Company''s 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.

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, Company''s 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, cooperation and support of employees at all levels.

For and on behalf of the Board

For Bharat Agri Fert & Realty Limited

Sd/-

Registered Office: YOGENDRA D. PATEL

301, 3rd Floor, Hubtown Solaris, CHAIRMAN & MG. DIRECTOR

N. S. Phadke Marg, Near Gokhale Bridge, (DIN: - 00106864)

Andheri (East), Mumbai - 400 069.

Date : 30th May, 2018.

Place : Mumbai

Source : Dion Global Solutions Limited
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