To the Members of
BHASKAR AGRO CHEMICALS LTD.
We have pleasure in presenting the 35th Directors'
Report on the business and operations of the Company together with the audited Financial
Statements for the year ended 31st March, 2023.
1. FINANCIAL SUMMARY / HIGHLIGHTS :
The performance of the Company during the year has been as under:
(Rs. In Lakhs)
| Particular |
Standalone |
|
2022-23 |
2021-22 |
| Revenue from Operations |
5,525.62 |
6,245.48 |
| Other income |
0.23 |
0.21 |
| Total revenue |
5,525.85 |
6,245.69 |
| LESS: Total Expenses except interest and depreciation |
5055.11 |
5,732.47 |
| Profit/(Loss) Before Interest and Depreciation |
470.74 |
513.22 |
| Less: Interest |
164.35 |
131.86 |
| Less: Depreciation |
120.62 |
112.11 |
| Net Profit/(Loss) before exceptional items |
185.77 |
269.25 |
| Exceptional Items |
- |
74.75 |
| Net Profit/(Loss) Before Tax |
185.77 |
194.5 |
| Less: Tax Expense |
162.34 |
85.73 |
| Net Profit/(Loss) for the year After Tax |
23.43 |
108.77 |
| Other Comprehensive Income |
2.99 |
(5.79) |
| Total Comprehensive Income |
26.42 |
102.98 |
| Earning per Equity Share Basic |
0.45 |
2.09 |
| Diluted (in Rs.) |
0.45 |
2.09 |
2. REVIEW OF OPERATIONS:
During the year under the review, the Company has recorded an Income of
Rs. 5,525.62 Lakhs and Profit of Rs. 23.43 Lakhs as against the Income of Rs. 6,245.48
Lakhs and Profit of Rs. 108.77 Lakhs in the previous Financial Year ending 31.03.2022.
3 BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS :
The information on Company's affairs and related aspects is
provided under Management Discussion and Analysis report, which has been prepared,
inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 and forms part of this Report.
4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY :
During the period under review and the date of Board's Report
there was no change in the nature of Business.
5. RESERVES :
The Company has not carried any amount to the reserves.
6. DIVIDEND :
Your Directors have decided not to recommend dividend for the year
2022-23.
7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY :
There are no major material changes and commitments affecting the
financial position of the Company after the end of the financial year and up to date of
this report
8. SHARE CAPITAL:
During the year under review there has been no change in the share
capital of the Company.
The Authorised Share Capital of the Company as on 31.03.2023 is Rs.
9,25,00,000 /- divided into 60,00,000 Equity Shares of Rs. 10/- each and 3,25,000
Redeemable Non-Convertible Preference Shares of Rs. 100/- each. The Paid-up Share Capital
of the Company as on 31.03.2023 is Rs. 5,19,80,330/- divided into 51,98,033 equity shares
of Rs.10/- each.
9. BOARD MEETINGS :
The Board of Directors duly met Six (06) times during the financial
year from 1st April 2022 to 31st March 2023. The dates on which the
meetings were held are 30.05.2022, 10.08.2022, 29.08.2022, 09.09.2022, 11.11.2022 and
11.02.2023.
| ATTENDANCE OF DIRECTORS: S.no. Name of Director |
Total Meetings Held During the tenure of
the director |
Attended |
| 1. Mr. P. Pattabhi Rama Rao |
6 |
6 |
| 2. Mr. P. Praveen Kumar |
6 |
6 |
| 3. Mrs. P. Rajyalakshmi |
6 |
6 |
| 4. Dr. Aluri Naga Uma Maheswara Prasad |
6 |
6 |
| 5. Mr. S.V.Satyanarayana Chowdary |
6 |
6 |
| 6. Mr. Ch. Sudhakar |
6 |
6 |
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments
attracting the provision of Section 186 of the Companies Act, 2013 during the year under
review.
11. RELATED PARTY TRANSACTIONS:
Our Company has formulated a policy on related party transactions which
deals with the review and approval of related party transactions.
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of
business. There were no material significant related party transactions made by the
Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management
which may have a potential conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended
as Annexure–1 which forms part of this Report.
All related party transactions were placed before the Audit
Committee/Board for approval. Prior approval of the Audit Committee was obtained for the
transactions which are foreseen and are in repetitive in nature. Members may refer to note
no. 34 to the financial statements which sets out related party disclosures pursuant to
IND AS-24.
12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
Dr. Aluri Naga Uma Maheswara Prasad (DIN: 02970817) retires by rotation
and being eligible offers himself for re-appointment.
As required under regulation 36 (3) of the SEBI (Listing Obligations
And Disclosure Requirements) Regulations, 2015, Regulations, 2015, brief particulars of
the Directors seeking appointment/re-appointment and Directors resigning are given as
under:
| Name of the Director |
Dr. Aluri Naga Uma Maheswara Prasad |
| Designation |
Non-Executive Director |
| Date of Birth |
13.08.1947 |
| Age |
76 Years |
| Date of First Appointment on the Board |
19/04/2010 |
| Brief resume of the director |
More than 3 decades of experience in
Medical Field |
| Qualification and Experience |
MBBS and more than 3 decades of experience
in Medical Field |
| Nature of expertise in specific functional areas |
Medical |
| Disclosure of relationships between directors inter-se |
NIL |
| Names of Listed entities in which the person also holds
the Directorship and the membership of Committees of the board along with listed entities
from which the person has resigned in the past three years |
NIL |
| Shareholding of non-executive Directors |
NIL |
13. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR:
No Independent Directors were appointed during the period under review.
14. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company as on March 31, 2023 is available on the website of the
Company: www.bhaskaragro.com.
15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any Subsidiary, Associate or Joint venture.
16. AUDITORS:
a. Statutory Auditors
The members of the Company in accordance with section 139 of the
Companies Act, 2013 had passed a resolution for appointment of M/s. R. Kankaria &
Uttam Singhi, as Statutory Auditors of the company for a period of 5 years from the
conclusion of ensuing 34th AGM till the conclusion of 39th Annual
General Meeting of the company to be held in the year 2027.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2023 and has noted that the same does not have any
reservation, qualification or adverse remarks. However, the Board decided to further
strengthen the existing system and procedures to meet all kinds of challenges and growth
in the coming years.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (f) & Section 204 of
the Companies Act, 2013, the Board has appointed M/s. Vivek Surana & Associates,
Practicing Company Secretaries to undertake Secretarial Audit of the Company for financial
year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure–2
of this Report.
Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the
Financial Year ended March 31, 2023 and has noted that the same does not have any
reservation, qualification or adverse remarks.
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report is not applicable to the Company
for financial year ending 31.03.2023.
c. Cost Auditor
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act, are not applicable for the Company for
the year 2022-23.
d. Internal Auditor
Pursuant to the provisions of Section 138 of the Companies read with
rules made there under, the Board has appointed Mr. Sunesh Agarwal, Chartered Accountant,
as Internal Auditors of the Company.
17. DEPOSITS:
Your Company has not accepted any deposits falling within the meaning
of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies
(Accounts) Rules 2014, during the financial year under review.
18. COMMITTEES: A. AUDIT COMMITTEE:
Brief Description of Terms of Reference:
- The terms of reference of the Audit Committee encompasses the
requirements of Section 177 of Companies Act, 2013 and as per Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and, interalia,
includes:
a) Over view of the Company's financial reporting process and
disclosure of its financial information to ensure that the financial statement reflects a
true and fair position and that sufficient and credible information is disclosed.
b) Recommending the appointment and removal of statutory auditors,
internal auditors and cost auditors, fixation of their audit fees and approval for payment
of any other services.
c) Reviewing the utilization of loans and/ or advances from/investment
by the holding company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size
of the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision.
d) consider and comment on rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the listed entity and its
shareholders.
e) Review with the management, the annual financial statements and
Auditor's Report before submission to the Board with particular reference to;
i. Matters required to be included in the directors'
responsibility statement to be included in the board's report in terms of clause (c)
of sub-section (3) of Section 134 of the Act;
ii. Changes, if any, in accounting policies and practices and reasons
for the same;
iii. Major accounting entries involving estimates based on the exercise
of judgment by management;
iv. Significant adjustments made in the financial statements arising
out of audit findings;
v. Compliance with listing and other legal requirements relating to
financial statements;
vi. Disclosure of any related party transactions;
vii. Modified opinion(s) in the draft audit report;
f) Review of the quarterly financial statements with the management
before submission to the board for approval;
g) Reviewing, with the management, the statement of uses / application
of funds raised through an issue (public issue, rights issue, preferential issue, etc.),
the statement of funds utilized for purposes other than those stated in the offer document
/ prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the board to take up steps in this matter;
h) Review and monitor statutory auditor's independence and
performance and effectiveness of audit process;
i) Approval or any subsequent modification of transactions with related
parties;
j) Scrutiny of inter-corporate loans and investments;
k) Review of valuation of undertakings or assets of the company
wherever it is necessary;
l) Evaluation of internal financial controls and risk management
systems;
m) Review with the management, statutory auditors and the internal
auditors about the nature and scope of audits and of the adequacy of internal control
systems;
n) Reviewing the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure, coverage and frequency of internal audit;
o) discussion with internal auditors of any significant findings and
follow up there on;
p) Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the board;
q) discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post-audit discussion to ascertain any area of
concern;
r) Look into the reasons for any substantial defaults in payment to the
depositors, debenture-holders, shareholders (in case of non-payment of declared dividend)
and creditors, if any;
s) Review the functioning of the whistle blower mechanism;
t) Approval of appointment of Chief Financial Officer after assessing
the qualifications, experience and background, etc. of the candidate
u) Review of the following information:
i. Management discussion and analysis of financial condition and
results of operations;
ii. Management letters / letters of internal control weaknesses issued
by the statutory auditors;
iii. Internal audit reports relating to internal control weaknesses;
iv. The appointment, removal and terms of remuneration of the Chief
Internal Auditor;
v. Statement of deviations v) Quarterly statement of deviation(s)
including report of monitoring agency, if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
w) Annual statement of funds utilized for purposes other than those
stated in the offer document/ prospectus in terms of Regulation 32(7) of the (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
x) Carrying out any other function as may be referred to the Committee
by the Board.
y) Authority to review / investigate into any matter covered by Section
177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the financial year 2022-23, (5) Five meetings of the Audit
Committee were held on the 30.05.2022, 10.08.2022, 29.08.2022, 11.11.2022 and 11.02.2023.
The details of the composition of the Committee and attendance of the
members at the meetings are given below:
| Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
| S.V. Satyanarayana Chowdhary |
Chairman |
NED(I) |
5 |
5 |
| Ch. Sudhakar |
Member |
NED(I) |
5 |
5 |
| Dr. Aluri Naga Uma Maheswara Prasad |
Member |
NED |
5 |
5 |
NED (I): Non-Executive Independent director ED: Executive director
During the year, all recommendations of Audit Committee were approved
by the Board of Directors.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (‘NRC') functions
in accordance with Section 178 of the Act, Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and its Charter adopted by the Board. The
terms of reference of the NRC includes:
a) Recommend to the Board the setup and composition of the Board,
including formulation of the criteria for determining qualifications, positive attributes
and independence of a director.
b) Periodical review of composition of the Board with the objective of
achieving an optimum balance of size, skills, independence, knowledge, age, gender and
experience.
c) Support the Board in matters related to the setup, review and
refresh of the Committees.
d) Devise a policy on Board diversity.
e) Recommend to the Board the appointment or reappointment of
Directors.
f) Recommend to the Board how the Company will vote on resolutions for
appointment of Directors on the Boards of its material subsidiaries.
g) Recommend to the Board, the appointment of Key Managerial Personnel
(KMP) and executive team members.
h) Carry out the evaluation of every Director's performance and
support the Board and Independent Directors in the evaluation of the performance of the
Board, its committees and individual Directors, including formulation of criteria for
evaluation of Independent Directors and the Board.
i) Oversee the performance review process for the KMP and executive
team with the view that there is an appropriate cascading of goals and targets across the
Company.
j) Recommend the Remuneration Policy for the Directors, KMP, executive
team and other employees.
k) On an annual basis, recommend to the Board the remuneration payable
to Directors, KMP and executive team of the Company.
l) Review matters related to remuneration and benefits payable upon
retirement and severance to MD/EDs, KMP and executive team.
m) Review matters related to voluntary retirement and early separation
schemes for the Company.
n) Provide guidelines for remuneration of Directors on material
subsidiaries.
o) Recommend to the Board how the Company will vote on resolutions for
remuneration of Directors on the Boards of its material subsidiaries. Assist the Board in
fulfilling its corporate governance responsibilities relating to remuneration of the
Board, KMP and executive team members.
p) Oversee familiarization programmes for Directors.
q) Review HR and People strategy and its alignment with the business
strategy periodically, or when a change is made to either.
r) Review the efficacy of HR practices, including those for leadership
development, rewards and recognition, talent management and succession planning.
s) Perform other activities related to the charter as requested by the
Board from time to time.
During the financial year 2022-23, (2) Two meetings of the Nomination
& Remuneration Committee meeting held on the 10.08.2022 and 11.02.2023.
| Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
| Ch. Sudhakar |
Chairman |
NED(I) |
2 |
2 |
| S.V. Satyanarayana Chowdhary |
Member |
NED(I) |
2 |
2 |
| P Rajya Lakshmi |
Member |
NED |
2 |
2 |
NED (I): Non-Executive Independent director NED: Non-Executive director
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Terms of reference of the committee comprise of various matters
provided under Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and section 178 of the Companies Act, 2013 which inter-alia include:
a) Resolving the grievances of the security holders of the Company
including complaints related to transfer/ transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc.
b) Proactively communicate and engage with stockholders including
engaging with the institutional shareholders at least once a year along with members of
the Committee/Board/ KMPs, as may be required and identifying actionable points for
implementation.
c) Review of measures taken for effective exercise of voting rights by
shareholders;
d) Review of adherence to the service standards adopted by the Company
in respect of various services being rendered by the Registrar & Share Transfer Agent;
e) Review of the various measures and initiatives taken by the Company
for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company;
f) Such other matter as may be specified by the Board from time to
time.
During the financial year 2022-23, (1) one meeting of the Stakeholders
and Relationship Committee meeting held on the 11.02.2023.
| Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
| Dr. Aluri Naga Uma Maheswara Prasad |
Chairman |
NED(I) |
1 |
1 |
| Ch. Sudhakar |
Member |
NED(I) |
1 |
1 |
| S.V. Satyanarayana Chowdhary |
Member |
NED |
1 |
1 |
ED (I): Non-Executive Independent director ED: Executive director
19. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE
AND CONTENTS OF
CSR POLICY):
Since your Company does not have net worth of Rs. 500 Crores or more or
turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the
financial year 2022-23, section 135 of the Companies Act, 2013 relating to Corporate
Social Responsibility is not applicable and hence the Company need not to adopt any
Corporate Social Responsibility Policy.
20. INTERNAL AUDIT AND FINANCIAL CONTROLS:
The Company has adequate internal controls consistent with the nature
of business and size of the operations, to effectively provide for safety of its assets,
reliability of financial transactions with adequate checks and balances, adherence to
applicable statues, accounting policies, approval procedures and to ensure optimum use of
available resources. These systems are reviewed and improved on a regular basis. It has a
comprehensive budgetary control system to monitor revenue and expenditure against approved
budget on an ongoing basis.
21. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from all the Independent
Directors of the Company to the effect that they are meeting the criteria of independence
as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Independent Directors have also confirmed that they have complied with the Company's
Code of Conduct. In terms of Regulations 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
During the year, Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, er than sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board of Directors and Committee(s).
22. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's
operations and businesses. Interaction with the Business heads and key executives of the
Company is also facilitated. Detailed presentations on important policies of the Company
are also made to the directors. Direct meetings with the Chairman are further facilitated
to familiarize the incumbent Director about the Company/its businesses and the group
practices.
23. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:
There are no significant and material orders passed by the regulators
/courts that would impact the going concern status of the Company and its future
operations.
24. CONSOLIDATED FINANCIAL STATEMENT:
Since the Company does not have any subsidiary or associate company
there is no requirement of preparing the Consolidated Financial Statements during the
financial year 2022-23 in accordance with relevant accounting standard issued by the
Institute of Chartered Accountants of India.
25. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under
review.
26. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the
amount of dividend remaining unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education and Protection Fund
("IEPF"), constituted by the Central Government. During the Year, no amount of
dividend was unpaid or unclaimed for a period of seven years and therefore no amount is
required to be transferred to Investor Education and Provident Fund under the Section
125(1) and Section 125(2) of the Act.
27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Section 134(3) (m) of the Companies
Act, 2013, is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
B. Research & Development and Technology Absorption: .
a) Research and Development (R&D): NIL
b) Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, to facilitate reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimization of directors and employees who avail of the mechanism and also
provides direct access to the Chairman of the Audit Committee. The said policy has been
uploaded on the website of the Company.
29. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process within
the Organization. The Company has a robust risk management framework to identify, monitor
and minimize risks and also to identify business opportunities. As a process, the risks
associated with the business are identified and prioritized based on severity, likelihood
and effectiveness of current detection. Such risks are reviewed by the senior management
on a periodical basis.
30. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 provides an overview
of the affairs of the Company, its legal status and autonomy, business environment,
mission & objectives, sectoral and operational performance, strengths, opportunities,
constraints, strategy and risks and concerns, as well as human resource and internal
control systems is appended as Annexure – 3 for information of the Members.
31. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandated the formulation of certain policies for all listed companies. All the
policies are available on our website www.bhaskaragro.com
32. PARTICULARS OF REMUNERATION:
A table containing the particulars in accordance with the provisions of
Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-4 to this
Report.
A statement showing the names of the top ten employees in terms of
remuneration drawn and the name of every employee is annexed to this Annual report as Annexure-5.
During the year under review, none of the employees is drawing a
remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in
aggregate per month, the limits specified under the Section 197(12) of the Companies
Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2)
& (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule
V of the Companies Act, 2013 the ratio of remuneration of Mr. P. Pattabhi Rama Rao,
Chairman & Managing Director and Mr. P. Praveen Kumar, Joint Managing Director &
CFO of the Company to the median remuneration of the employees is 26.79:1 and 26.79:1
respectively.
33. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3) (c) and 134(5) of the
Companies Act, 2013 and on the basis of explanation given by the executives of the Company
and subject to disclosures in the Annual Accounts of the Company from time to time, we
state as under:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgment 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 or loss of the Company for that period;
c) That the Directors have 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) That the Directors have prepared the annual accounts on a going
concern basis;
e) That the Directors have lain down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) That the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditor's u/s 143(12).
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per the requirement of the provisions of the sexual harassment of
women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules
made thereunder, the Company has constituted Internal Complaints Committees as per
requirement of the Act which are responsible for redressal of complaints relating to
sexual harassment against woman at workplace. During the year under review, there were no
complaints pertaining to sexual harassment against women pending at the beginning of the
year or received during the year.
36. BOARD EVALUATION:
The Company has adopted a formal mechanism for evaluation of the
performance of the Board, its committees and individual directors, including the Chairman
of the Board, in accordance with the requirement under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly
evaluation of the performance of the Board and its Committees have been carried out
annually. The evaluation is performed by the Board, Nomination and Remuneration Committee
and Independent Directors with specific focus on the performance and effective functioning
of the Board and Individual Directors.
In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of
India The criteria for performance evaluation covers the areas relevant to the functioning
of the Board and Board Committees such as its composition, oversight and effectiveness,
performance, skills and structure etc.
37. SECRETARIAL STANDARDS:
The Company is in compliance with the applicable secretarial standards.
38. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the
following activities except as mentioned: a) Issue of sweat equity share: NA b) Issue of
shares with differential rights: NA c) Issue of shares under employee's stock option
scheme: NA d) Disclosure on purchase by Company or giving of loans by it for purchase of
its shares: NA e) Buy back shares: NA f) Disclosure about revision: NA g) Preferential
Allotment of Shares: NA
39. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
During the year under review no Company has become its subsidiary,
joint venture or associate Company.
40. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'
INDEPENDENCE: A.Scope:
This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to become Directors and
to determine theindependence of Directors, in case of their appointment as independent
Directors of the Company.
B. Terms and References:
(i) "Director" means a director appointed to the Board of a
Company.
(ii)"Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the Companies Act, 2013
and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.
(iii)"Independent Director" means a director referred to in
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the
SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
C. Policy: a. Qualifications and criteria:
(i) The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience required of the Board
as a whole and its individual members. The objective is to have a board with diverse
background and experience that are relevant for the Company's operations.
(ii)In evaluating the suitability of individual Board member, the NR
Committee may take into account factors, such as: General understanding of the
company's business dynamics, global business and social perspective; Educational and
professional background Standing in the profession; Personal and professional ethics,
integrity and values; Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
(iii) The proposed appointee shall also fulfil the following
requirements: shall possess a Director Identification Number; shall not be disqualified
under the Companies Act, 2013; shall Endeavour to attend all Board Meeting and wherever he
is appointed as a Committee Member, the Committee Meeting; shall abide by the code of
Conduct established by the company for Directors and senior Management personnel; shall
disclose his concern or interest in any company or companies or bodies corporate, firms,
or other association of individuals including his shareholding at the first meeting of the
Board in every financial year and thereafter whenever there is a change in the disclosures
already made; Such other requirements as may be prescribed, from time to time, under the
Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations,
2015 and other relevant laws.
(iv) The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the success of the
company's business.
b. Criteria of independence:
(i) The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and the Board shall
assess the same annually.
(ii) The Board shall re-assess determinations of independence when any
new interest or relationships are disclosed by a Director.
(iii) The criteria of independence shall be in accordance with
guidelines as laid down in Companies Act, 2013 and reg. 16 (1) (b) of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.
(iv) The Independent Director shall abide by the "Code for
Independent Directors "as specified in Schedule IV to the companies Act, 2013.
c. Other Directorships/Committee Memberships:
(i) The Board members are expected to have adequate time and expertise
and experience to contribute to effective Board performance. Accordingly, members should
voluntarily limit their directorships in other listed public limited companies in such a
way that it does not interfere with their role as Director of the company. The NR
Committee shall take into account the nature of, and the time involved in a Director
Service on other Boards, in evaluating the suitability of the individual Director and
making its recommendations to the Board.
(ii) A Director shall not serve as director in more than 20 companies
of which not more than 10 shall be public limited companies.
(iii) A Director shall not serve an independent Director in more than 7
listed companies and not more than 3 listed companies in case he is serving as a
whole-time Director in any listed company.
(iv) A Director shall not be a member in more than 10 committee or act
chairman of more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public limited companies,
whether listed or not, shall be included and all other companies including private limited
companies, foreign companies and companies under section 8 of the Companies Act, 2013
shall be excluded.
41. REMUNERATION POLICY:
A. Scope:
This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the remuneration of the directors,
key managerial personnel and other employees of the company.
B. Terms and Reference:
In this policy the following terms shall have the following meanings:
(i) "Director" means a director appointed to the Board of the company. (ii)
"Key managerial personnel" means The Chief Executive Office or the managing
director or the manager; The company secretary; The whole-time director; The chief finance
Officer; and Such other office as may be prescribed under the companies Act, 2013
(iii) "Nomination and Remuneration Committee" means the
committee constituted by Board in accordance with the provisions of section 178 of the
companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015.
C. Policy:
1.Remuneration to Executive Director and Key Managerial Personnel:
(i) The Board on the recommendation of the Nomination and Remuneration
(NR) committee shall review and approve the remuneration payable to the Executive Director
of the company within the overall approved by the shareholders.
(ii) The Board on the recommendation of the NR committee shall also
review and approve the remuneration payable to the key managerial personnel of the
company.
(iii) The Remuneration structure to the Executive Director and key
managerial personnel shall include the following components: Basic pay Perquisites and
Allowances Commission (Applicable in case of Executive Directors) Retrial benefits Annual
performance Bonus
(iv) The Annual plan and Objectives for Executive committee shall be
reviewed by the NR committee and Annual performance Bonus will be approved by the
committee based on the achievement against the Annual plan and Objectives.
2.Remuneration to Non-Executive Directors:
(i) The Board, on the recommendation of the Nomination and Remuneration
Committee, shall review and approve the remuneration payable to the Non-Executive
Directors of the Company within the overall limits approved by the shareholders as per
provisions of the Companies act.
(ii) Non-Executive Directors shall be entitled to sitting fees
attending the meetings of the Board and the Committees thereof. The Non-Executive
Directors shall also be entitled to profit related commission in addition to the sitting
fees.
3.Remuneration to other employees:
Employees shall be assigned grades according to their qualifications
and work experience, competencies as well as their roles and responsibilities in the
organization. Individual remuneration shall be determined within the appropriate grade and
shall be based on various factors such as job profile skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation,
2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities. The Insider Trading Policy of the Company covering code of
practices and procedures for fair disclosure of unpublished price sensitive information
and code of conduct for the prevention of insider trading, is available on our website:
www.bhaskaragro.com.
43. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. The Company maintains appropriate
system of internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly. During the
period under review, there is no material or serious observations have been noticed for
inefficiency or inadequacy of such controls.
Further, details of internal financial control and its adequacy are
included in the Management Discussion and Analysis Report which forms part of this Report.
4. INSURANCE:
The properties and assets of your Company are adequately insured.
5. CREDIT & GUARANTEE FACILITIES:
During the year under review, the Company has not availed credit and
guarantee facilities.
6. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free
and is fully committed to its social responsibility. The Company has been taking upmost
care in complying with all pollution control measures from time to time strictly as per
the directions of the Government.
We would like to place on record our appreciation for the efforts made
by the management and the keen interest shown by the Employees of your Company in this
regard.
7. CORPORATE GOVERNANCE:
Since the paid-up capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not
Applicable.
8. CEO/ CFO CERTIFICATION:
The Managing Director and CFO certification of the Financial Statements
for the Financial Year 2022-2023 is annexed in this Annual Report as Annexure-6.
9. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of
loans taken from banks and financial institutions.
10. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
During the year under review, there were no applications filed for
corporate insolvency resolution process, by a financial or operational creditor or by the
company itself under the IBC before the NCLT or remained pending.
11. ACKNOWLEDGEMENTS:
Your directors wish to place on record their appreciation of the
contribution made by the employees at all levels, to the continued growth and prosperity
of your Company. Your directors also wish to place on record their appreciation of
business constituents, banks and other financial institutions and shareholders of the
Company for their continued support for the growth of the Company.
|
F o r a n d o n b e h a |
l f o f t h e B o a r d |
|
BHASKAR AGROCHEMICALS LIMITED |
|
|
P. PRAVEEN KUMAR |
P. PATTABHI RAMA RAO |
| Place : Hyderabad |
Joint Managing Director & CFO |
Chairman & Managing Director |
| Date : 07.09.2023 |
DIN : 00353720 |
DIN : 00353641 |
