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Directors Report of Bharat Agri Fert & Realty Ltd.

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 29th Annual Report along with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

2013-2014 2012-2013 (Rs .in lacs) (Rs .in lacs)

Revenue from Operation 7918.06 5911.51

Earning before interest and depreciation 2896.04 2805.54

Less : Finance Cost 57.07 36.10

Less : Depreciation 155.37 85.22

Profit before Tax 2683.60 2684.22

Less : Tax Expenses 581.07 596.81

Less : Prior Period Expenses 3.11 1.95

Profit for The Year 2099.42 2085.46

Balance brought forward 3504.39 1781.05

Appropriations

Interim Dividend 10% 52.86 52.86

Proposed Final Dividend 15% 79.28 79.28

Tax on Dividends (Interim & Proposed) 23.07 21.43

General Reserve 209.94 208.55

Balance Carried to Balance Sheet 5238.67 3504.39

During the year ended 31st March 2014, the Company has achieved Turnover of Rs.7918.06 Lacs as against Rs. 5911.51Lacs during corresponding period.

The Accounting Year 2013-2014 has ended in a Profit of Rs.2896.04 Lacs as compared to Profit of Rs.2805.54 Lacs during the corresponding period last year. After providing for finance cost amounting to Rs. 57.07 Lacs and depreciation of Rs.155.37 Lacs, the Company has earned a Profit of Rs.2683.60 Lacs as against the Profit of Rs.2684.22 Lacs during the last year. After deducting prior period expenses of Rs.3.11 Lacs and taking into account the provision for Taxation for the current year amounting to Rs.581.07 Lacs the year has ended in a Profit of Rs.2099.42 Lacs.

DIVIDEND:

Your Board is pleased to recommend for consideration of the Shareholders at the Annual General Meeting payment of a Final Dividend of Rs.1.50 paise (15%) per Equity Share for the financial year ended 31st March 2014. In addition to Interim Dividend of Rs1.00 already paid, thereby making a total dividend of Rs.2.50 (25%) per Equity Share for the financial year.

REVIEW OF OPERATIONS:

a) Fertilizer Division :-

The company had produced 43,383. 329 M.T. SSP during the year and sold 45,068.250 M.T. SSP in the state of Maharashtra. The overall share of SSP Granulated was 60% and SSP Powder was 40%. The company had successfully executed orders of M/s. Indian Potash Limited with 100% satisfaction of quality and timely supply for the year.

The Company entered into marketing agreement with M/s. Indian Potash Limited, Chennai for 30,000 M.T. SSP during 2014-2015 and contract was signed and supply will be started.

Similarly, company had also executed orders received from state owned NPK Fertilizer Company namely Maharashtra Agro Industries Development Corporation Ltd. (MAIDC) directly in BHARAT brand and many orders are expected in 2014-2015 through marketing Tie-up arrangement.

b) Realty Division :-

The company had already started construction of PHASE II project which will add additional 2,12,000 Sq. Ft. area for sale and may increase to 2,80,000 Sq. Ft. after declaration of new TDR policy by Urban Development Department of Mantralaya. Unsold area of 32, 000 Sq Ft of PHASE- I will be sold during the current year.

c) Agriculture Division:-

The Company started plantation of aromatic grass in 20 acres land for palmarosa and pachauli and distillation plant was also installed and started during 2013-2014. Presently plant started on trial operation and once quality of oil is approved by perfumery clients commercial crop can be increased.

CURRENT YEAR WORKING:

a) Fertilizer Division :-

The Company has planned production and sale of minimum 60,000 SSP during 2014-2015. However production /sale may increase based on good monsoon and timely receipt of fertilizer Subsidy.

The Company is planning to sell through M/s. Indian Potash Limited., 30,000 M.T. and in its own BHARAT Brand 30,000 M.T. in Maharashtra state for which sufficient quantity of Raw Material is planned and production does not have any anticipated problems as all plants are in upto date condition.

b) Realty Division :-

The PHASE II project has already started for 4 high rise Tower of stilt 14 and permissions are received from MOEF and TMC and work of 1st Tower completed up to 7th Floor and entire project will be completed in 4-5 years, which will add 2,12,000 Sq. Ft. saleable area and may be increased upto 2,80,000 Sq. Ft. if revised policy on TDR is finalized for D. P. Road and AOS.

The balance unsold area of 32,000 Sq. Ft. will be sold during 2014-2015 to get funds to complete construction work as well as buying TDR when needed for extra FSI.

The Company''s Head Office work will start only after clearance received from HERITAGE Committee and permission received from Municipal Corporation of Greater Mumbai based on new policy finalized by Urban Development Department of Mantralaya. Once permission is received work can be completed in 18 months and area of 15,000 Sq. Ft. can be given on lease to prospective buyer at that time to get additional revenue in future.

c) Agriculture Division:-

The Company has started oil distillation plant to extract perfumery oils from palmrosa and pachauli grass plants and it is under quality approved stage with clients and once approved commercial scale plantation will be decided in surplus land.

BOARD OF DIRECTORS:

Shri Suresh M. Bhadrecha, Shri Shirish P. Gajendragadkar, Shri Pradyumna Jayant Bapat, Shri Ramesh Jamnadas Vekaria and Shri Yogesh Shamjibhai Rathod are appointed as Independent Directors of the Company for a term of 5 years, not liable to retire by rotation.

Shri Pradyumna Jayant Bapat, Shri Ramesh Jamnadas Vekaria, Shri Yogesh Shamjibhai Rathod and Shri Vijal Yogendra Patel were appointed as the Additional Directors of the Company and being eligible offer themselves for reappointment.

The Board has appointed Shri Yogendra D. Patel as the Chairman & Managing Director and Smt. Anjni Y Patel, Ms. Chandni Y. Patel and Shri Vijal Y Patel and Shri K. N. Jethwa as the Whole Time Directors of the Company, the resolutions for their appointment are placed for the Members approval.

CORPORATE GOVERANANCE:

A Report on the Corporate Governance for the period commencing 01.04.2013 to 31.03.2014 is annexed hereto.

AUDITORS REPORT:

Auditors Report is self-explanatory and replies to observations of the Auditors have been sufficiently covered in the notes forming part of accounts and therefore do not call for any further comments.

FIXED DEPOSITS:

Fixed Deposits amounting to Rs. 166.90 Lacs were accepted by the Company during the year under report from Shareholders, Related Parties, Directors and their relatives. Fixed Deposits with the Company as at 31/03/2014 is Rs.345.50 Lacs(Rs.178.60 Lacs as at 31/03/2013)

DONATION:

An amount of Rs. 2.38 Lacs was incurred during the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules, 1988 are given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

LISTING:

The Company''s Shares are listed on BSE Limited, Mumbai.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as togive a true and fair view of the state of affairs of the company for the year ended 31st March, 2014.

(c) Sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Desai Saksena & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Desai Saksena & Associates as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirty - third AGM to be held in the year 2018, subject to ratification of their appointment at every AGM.

SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the Plant.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks 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 place on record the untiring efforts of the employees at all levels during the difficult periods faced by the company.

For and on behalf of the Board

(YOGENDRA D. PATEL) CHAIRMAN & MG. DIRECTOR

Registered Office : Bharat Fertiliser House, 12, Nanabhai Lane, Fort, Mumbai - 400 023. Date : 12.06.2014


Mar 31, 2013

DIRECTORS REPORT TO MEMBERS

The Directors submit herewith their Report along with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

2012-2013 2011-2012 (Rs .in lacs) (Rs .in lacs)

Revenue from Operation 5911.51 3057.32

Earning before interest and depreciation 2805.54 1282.12

Less: Finance Cost 36.10 43.82

Less: Depreciation 85.22 52.31

Profit before Tax 2684.22 1185.99

Less: Tax Expenses 596.81 247.07

Less : Prior Period Expenses 1.95 0.96

Profit for The Year 2085.46 937.96

Balance brought forward 1781.05 1029.03

Appropriations

Interim Dividend 10% 52.86 -

Proposed Final Dividend 15% 79.28 79.28

Tax on Dividends (Interim & Proposed) 21.43 12.86

General Reserve 208.55 93.80

Balance Carried to Balance Sheet 3504.39 1781.05

During the year ended 31s1 March 2013, the Company has achieved Turnover of Rs.5911.51 Lacs as against Rs.3057.32 Lacs during corresponding period.

The Accounting Year 2012-2013 has ended in a Profit of Rs.2805.54 Lacs as compared to Profit of Rs. 1282.12 Lacs during the corresponding period last year. After providing for finance cost amounting to Rs. 36.10 Lacs and depreciation of Rs.85.22 Lacs, the Company has made a Profit of Rs.2684.22 Lacs as against the Profit of Rs. 1185.99 Lacs during the last year. After deducting prior period expenses of Rs.1.95 Lacs and taking into account the provision for Taxation for the current year Income Tax of Rs.596.81 Lacs the year has ended in a Profit of Rs.2085.46 Lacs. After adjusting the surplus brought forward amounting to Rs.1781.05 Lacs, interim/proposed dividend/dividend distribution tax of Rs. 153.57 Lacs & General Reserves of Rs. 208.55 Lacs, the total Profit of Rs. 3504.39 Lacs is carried to Balance Sheet.

DIVIDEND

Your Directors recommend final 25% dividend on paid up equity share of Rs.10/- each for the year ended 31/03/2013 out of which 10% was paid as Interim Dividend.

Review of Operations a) Fertiliser Division:-

The Company has re-started its Fertiliser Unit from 03/07/2012 and stabilized its production and sale during July-March''2013.The Company had entered into long term sale planning with India''s Reputed Company like M/s. Chambal Fertilisers & Chemicals Ltd. and M/s. Indian Potash Ltd., for marketing its PSSP/GSSP Fertiliser in bulk with good proceeds and ease Cash Flow in future.

Company also procured prestigious order from State owned NPK Fertiliser unit namely Maharashtra Agro Industries Development Corporation Ltd.,(MAIDC) for sale of 7,000 M.T. SSP Powder which was sold during March 2013.

b) Realty Division

The Company has obtained occupation Certificate for all the Buildings in Phase I viz. A, B, C, D, E and 80% Flats were sold till end of the year, leaving 70,000 Sq. Ft. area under un-sold category forfuture sale.

c) Agriculture Division

The Company started organic farming in Surplus Land at Wada and now planning to start aromatic Plant/Grass cultivation such as Patchouli, Palmarosa, Citronella, Votiver etc. in 50 acre Surplus Land and will also set up a distillation plant to extract Aromatic perfumery oil from such grass which can be used by Perfumery Company and our Company could get better business in near future from Agricultural Division.

Current Year Working a) Fertiliser Business

The Company had SSP stock of 16,000 M.T as on 31.03.2013 and is likely to produce additional quantity of approx. 66,000 M.T. during April''2013 to March''2014.

The Company had planned to sell 70,000 M.T. during 2013-14 PSSP/GSSP in the state of Maharashtra against state requirement of 9.00 Lac M.T. SSP through reputed Fertiliser Company having excellent dealers network in Maharashtra districts such as M/s. Indian Potash Ltd., Asia''s largest Fertiliser Trading Co. for 30,000 M.T. and M/s. Maharashtra Agro Industries Development Corporation Ltd. for 10,000 M.T. and under own brand "BHARAT" for 30,000 M.T. during 2013-14. Additional Quantity with M/s Chambal Fertilisers & Chemicals Ltd. & M/s Jubilant Industries is under Negotiation for the year 2013-2014.

Rains are well received in most of the districts of Maharashtra & thereby Company is confident to achieve Target as Planned.

Also Raw Material could be planned in advance and since the company''s plant is in upto date condition to run at Minimum 50% capacity utilization in 2013-14 and there will be excellent performance in Company operation from Fertiliser Business during 2013-14 with reasonable profit margin.

b) Realty Business

The company would start PHASE-2 at Majiwada, Thane residential project for construction of balance 2,80,000 Sq.ft. from October 2013 which will be completed in next 4/5 years thus the entire project would be completed by 2017-2018.

The balance stock of ready flats for 70,000 Sq.ft. as on 31.03.2013 of PHASE-1 would be sold during 2013- 14 and 2014-2015 to enable the company to have funds arrangement from its own resources for Phase 11.

The Company was in the final stage of starting redevelopment of Mumbai office at 12 Nanabhai Lane, Fort, Mumbai 400 023 and the area of 15,000Sq.ft. would be given on lease and this project would be completed in 2014-2015. The company would earn income of Rs. 45.00 Lacs per month on its completion.

The Company''s new office premises at HUBTOWN SOLARIS which was funded from own funds generation of Rs. 10.00 Crore to Centralize all business activities under one roof for better management, productivity under the guidance of Board of Directors for future benefit.

The Company has already received MoEF permission Letter No: SEAC 2012/CR-288TC-2 dated 17th May- 2013 for Phase-I I project and will be shortly apply to TMC for necessary approval of Plans.

c) Agriculture Business:

The company wishes to develop its Agriculture Division by cultivation of aromatic Plants like patchouli, Palmarosa, Citronella, Votiver etc. and planning to produce aromatic oils by installations of distillation plants in its surplus land of 50 Acre in phase manner to generate additional Income from Agricultural Division & also developing land area with full Green Belt to make Environment better for all livelihood of Local Resident.

FERTILISER POLICY

The Department of Fertiliser, Ministry of Chemicals & Fertilisers, Government of India has issued the Circular No.23011/5/2013-MPR dated 03.05.2013, thereby declaring Subsidy of Rs.3173/- per M.T. on SSP under Nutrient based subsidy(NBS) Policy for 2013-14.

Department of Fertiliser permits SSP Units for use of Imported Rock Phosphate of different countries based on their contents of P205 for blending purposes, which will allow SSP Units to plan their procurement of Raw Material from Egypt, Jordan, Iran etc. this decision of DOF is welcome by Industry to meet the shortfall of rock phosphate supply while Manufacturing of SSP.

Government of India has issued Circular No.23011/5/2013-MPR dtd 07/05/2013, wherein the release of pending Subsidy claims relating to November 2012 onwards are linked to submission of costing cum purchase data and reasonable MRP Fixation by SSP Units in General for increasing more consumption of SSP through P205 as compared to DAP.

Also Ministry of Agriculture Notified vide letter dt. 01/05/2013 directing all SSP units to supply only GSSP w.e.f. 08/05/2014 & no Powder SSP will be allowed to sale thereafter to farmers due to advantage of Granulated SSP vis- a-viz Powder SSP.

Our Company has got MPCB consent No.BO/JD-PAMS/RO-KN/EIC No.KN-6068-12/R/CC-148 dtd. 30/10/2012 for 1,32,000 TPY valid upto 31/05/2017 for SSP Powder / Granular thereby no additional Capital investment will be required to catch ready market for GSSP for 2014-15 onwards by entering into marketing tie-up arrangement with any reputed Fertiliser Company & Company''s own brand "BHARAT" which is very popular among farmers in Maharashtra from last 60 years.

Directors

During the year under report Miss. Chandni Y. Patel & Shri K. N. Jethwa, Directors retire by rotation and being eligible offer themselves for re-appointment. Necessary items have been included in the Notice convening 28th Annual general Meeting and the re-appointments of Miss. Chandni Y. Patel & Shri K. N. Jethwa are recommended for approval of members.

CORPORATE GOVERANANCE:

A Report on the Corporate Governance for the period commencing 01.04.2012 is annexed hereto.

AUDITOR''S REPORT:

Report of the Auditors is self-explanatory and replies to observations of the Auditors have been sufficiently covered in the notes forming part of accounts.

FIXED DEPOSITS:

Fixed Deposits amounting to Rs. 139.10 Lacs Were accepted by the Company during the year under report from Shareholders, Related Parties, Directors & their relatives. Fixed Deposit with the Company as at 31/03/2013 is Rs. 178.60 Lacs (Rs. 39.50 Lacs as at 31/03/2012)

Donation:

An amount of Rs. 1.75 Lacs was incurred during the year.

ANNEXURE TO DIRECTORS'' REPORT:

Pursuant to Section 217(1) (C) of the Companies Act, 1956 read with the companies (Disclosures of particulars in Directors Report) Rules 1988 the relevant information is given in the Annexure to "A" forming part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

There are no employees of the company who are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended to date.

DIRECTORS''RESPONSIBILITY STATEMENT.

The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2013.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

Auditors:

M/s. Desai Saksena & Associates, Chartered Accountants are retiring at the ensuing Annual General Meeting ofthe Company. They have informed that they agree to continue as Auditors ofthe Company for 2013-2014. Necessary resolution will be moved at ensuing Annual General Meeting for their appointment as Auditors of the company from conclusion ofthe ensuing Annual General Meeting till the date of next Annual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks 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 place on record the untiring efforts ofthe employees at all levels during the difficult periods faced by the company.

For and on behalf ofthe Board

Place: Mumbai

Date : 16th May 2013 (YOGENDRA D. PATEL)

CHAIRMAN & MG. DIRECTOR

Registered Office:

Bharat Fertiliser House,

12, Nanabhai Lane, Fort,

Mumbai-400 023.


Mar 31, 2012

The Directors submit herewith their Report along with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS 2011-2012 2010-2011 (Rs .in lacs) (Rs .in lacs)

Turnover 3057.32 2918.47

Profit/Loss before interest and depreciation 1282.12 1439.31

Less: Interest 43.82 06.08

Gross Profit/Loss before depreciation 1238.30 1433.23

Less: Depreciation 52.31 54.00

Operating Profit/Loss 1185.99 1379.23

Less: Provision for Tax 247.07 358.04

Add : Prior Period income/Exp. 0.96 643.96

Surplus/Deficit during the year 937.96 1665.15

Add : Profit/Loss brought Forward 1029.03 (636.12)

Less: Proposed Dividend 79.28 -

Balance Carried to Balance Sheet 1887.71 1029.03

During the year ended 31st March 2012, the Company has achieved Turnover of Rs. 3057.32 Lacs as against Rs.2918.47 Lacs during corresponding period.

The Accounting Year 2011-2012 has ended in a Profit of Rs.1282.12 Lacs as compared to Profit of Rs. 1439.31 Lacs during the corresponding period last year. After providing for interest amounting to Rs. 43.82 Lacs and depreciation of Rs.52.31 Lacs, the Company has made a Profit of Rs. 1185.99 Lacs as against the Profit of Rs. 1379.23 Lacs during the last year. After deducting prior period expenses of Rs.0.96 Lacs and taking into account the provision for Taxation for the current year Income Tax of Rs.247.07 Lacs the year has ended in a Profit of Rs. 937.96 Lacs. After adjusting the surplus brought forward during last year amounting to Rs. 1029.03 Lacs and proposed dividend of Rs.79.28 Lacs, the total Profit of Rs. 1887.71 Lacs is carried to Balance Sheet.

DIVIDEND

Your Directors recommend 15% dividend on paid up equity share of Rs.10/- each for the year ended 31/03/2012.

Review of Operations

Your directors are glad to report that Phase I of the Residential Project of the Company is completed in all respects as per time schedule. Buildings A, B, C, D & E are completed in all respects as also Podium with Club House is completed.

The possession is offered to customers after occupation certificate was obtained.

Phase II of the Project will be started after necessary endorsement of TDR against URCT Area developed and handover to TMC for 2110 Sq. Mt. and the balance TDR will be purchased from TMC/open Market as per Rules & Regulations prevailing at that time in a span of 3/4years.

It may be noted that Phase I contributes 3,20,000 Sq. Ft. area and Phase II contributes 2,80,000 Sq. Ft. thereby construction activity of total 6,00,000Sq. ft. will be completed as planned.

During the year the Company has produced 1847 Mts. SSP for RCFL under conversion contract basis and thereafter the contract was mutually terminated from 15th December 2011. It is gratifying to note that both BFIL & RCFL decided to part with gesture of goodwill without any legal claim on either side. The original Bank Guarantee for Rs. 1 Crore was returned by RCFL together with conversion payment in full.

Now as the Company's Plant is in good condition, the company intends to enter into marketing tie-up arrangement in fetilisers, with other reputed Fertiliser Companies on improved terms and conditions and accordingly separate Marketing arrangement is entered with M/s. Chambal Fertilisers and Chemicals Limited for 50,000 M.T. & M/s. Indian Potash Limited for 30,000 M.T. for the year 2012-2013.

Current Year Working

You are aware that the Company has kept its Fertiliser Plant in up to date condition to accept any fresh order for manufacture / processing of Fertilisers. Now the Company has procured working capital finance from (1) United Bank of India, Overseas Branch, Fort, Mumbai (2) Bank of Baroda, Vile Parle (East), Mumbai and necessary documents are being made with them.

Now the Company has entered into marketing tie-up arrangements for manufacturing / marketing SSP/GSSP Fertilisers in state of Maharashtra with M/s, Chambal Fertilisers & Chemicals Limited and M/s. Indian Potash Limited as under:-

1. Chambal Fertilisers & Chemicals Ltd., New Delhi for 50,000 M.T. for 2012-13.

2. Indian Potash Ltd., Chennai for 30,000 Mts. For 2012-13

The company will also go to market with its own products under Brand name of "Bharat" for minimum quantity of 20,000 Mts. during 2012-13.

The Company intends to increase its production base to Rs. 100 crore in near future.

The Company has made necessary arrangements for its raw-material from Iran, Egypt & Jorden etc. so that company can also start supplying raw-material i.e. Rock Phosphate to other Fertiliser Companies to achieve additional turn over in trading activities in future.

In realty Sector, the Company intends to focus development activities of Tower F. G & H (2,80,000 Sq. Ft.) and Tower F (Stilt 27) will be completed in 2014-15.

The company has already applied to BMC for permission to re-develop its Fort Office Building during 2012-13 and complete the redevelopment in 2013-14. The said re-developed Building will be given on Lease basis to reputed organization to fetch income of Rs.40-45 lacs per annum.

Future Plans

T he Management proposes to undertake future plans in their different activities as under:-

1. Fertiliser:-

The Company intends to operate full capacity of SSP Unit upto 132000 TPY (Powder Form) and 99000 TPY in (Granular Form) thereby achieving Turnover of Rs. 150 Cr. per annum to earn a reasonable profit of 10% to 15% under present NBS policy declared by Department of Fertilizer, New Delhi.

The Company is also planning to set up more SSP units in the states of Gujarat and M.P.

2. Realty:-

The Company wishes to complete Phase II Project at Majiwada, Thane. Similarly few re-development projects are under consideration and also planning to buy additional land for construction activity in Ahmedabad, Baroda, Surat & Indore and Mumbai Fort Office re-development will be started for ultra modern office complex in small & medium size tenements required for Professionals, Advocates and Solicitor Firms for Office area. This would be advantageous due to proximity of Banking facilities, Courts and other business activities.

3. Agriculture:-

The Company has already started preliminary land development activity during the year 2011-12 at village Kharivali, Tal : Wada, Dist Thane. The Company is negotiating with reputed firms of Israel for corporate farming under high tech cultivation of seedless fruits and vegetables for export to Middle East and Gulf.

FERTILISER POLICY

The DOF has declared revised Nutrient Based Subsidy Policy vide Notification No.23011/1/2010 -NPR (Main) dtd. 29/03/2012 for the year 2012-2013, thereby declaring subsidy on SSP Fertiliser at Rs 3673/- per M.T. with free fixation of MRP price of SSP/GSSP fertiliser in joint consultation with respective State Governments.

Similarly, DOF permits SSP units for using Rock Phosphate of different countries based on their contents of P205 for blending purposes which will allow SSP units to plan their procurement of raw materials from Egypt, Jordan, Iran etc.

The above decision of DOF is welcomed by the Industry to meet the short fall of Rock Phosphate while manufacturing SSP. The Hon'ble Finance Minister announced in his Budget speech for encouragement of Phosphatic Fertilisers Industry through SSP manufactured by Medium Size Industry thereby reducing valuable Foreign Exchange outgo by lower Import of DAP.

Directors

During the year under report Shri Suresh M. Bhadrecha & Shri Shirish P. Gajendragadkar retires by rotation and being eligible offers themselves for re-appointment. Necessary items have been included in the Notice convening 27th Annual general Meeting and the re-appointment of Shri Suresh M. Bhadrecha & Shri Shirish P. Gajendragadkar is recommended for approval of members.

CORPORATE GOVERANANCE:

A Report on the Corporate Governance for the period commencing 01.04.2011 is annexed hereto.

AUDITORS REPORT:

Report Auditors is self-explanatory and replies to observations of the Auditors have been sufficiently covered in the notes forming part of accounts.

FIXED DEPOSITS:- Fixed Deposits amounting to Rupees 39,50,000 were accepted by the Company during the year under report from Directors & their relatives.

DONATION : An Amount of Rs. 4,59,218 was incurred for Shiv & Sai Temple of Majiwada, Thane.

ANNEXURE TO DIRECTORS' REPORT:

Pursuant to Section 217(1) (C) of the Companies Act, 1956 read with the companies (Disclosures of particulars in Directors Report) Rules 1988 the relevant information is given in the Annexure to "A" forming part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

There are no employees of the company who are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended to date.

DIRECTORS' RESPONSIBILITY STATEMENT.

The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed; except accounting of Gratuity on Cash basis and not providing liability on actuarial valuation.

(b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2012.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

Auditors:

M/s. Desai Saksena & Associates, Chartered Accountants are retiring at the ensuing Annual General Meeting of the Company. They have informed that they agree to continue as Auditors of the Company for 2012-2013. Necessary resolution will be moved at ensuing Annual General Meeting for their appointment as Auditors of the company from conclusion of the ensuing Annual General Meeting till the date of next Annual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks 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 place on record the untiring efforts of the employees at all levels during the difficult periods faced by the company.

For and on behalf of the Board

Place: Mumbai

Date : 12th June 2012

(YOGENDRA D. PATEL)

CHAIRMAN & MG. DIRECTOR

Registered Office:

Bharat Fertiliser House,

12, Nanabhai Lane, Fort,

Mumbai-400 023.


Mar 31, 2011

DIRECTORS REPORT TO MEMBERS

The Directors submit herewith their Report along with the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

2010-2011 2009-2010

(Rs .in lacs) (Rs .in lacs) Turnover 2918.47 2238.67

Profit/Loss before interest 1439.31 681.43 and depreciation

Less: Interest 06.08 30.19

Gross Profit/Loss before 1433.23 651.24 depreciation

Less: Depreciation 54.00 32.55

Operating Profit/Loss 1379.23 618.69

Less : Provision for Tax 358.04 77.31

Add : Prior Period income 643.96 -

Surplus/Deficit during the year 1665.15 541.38

Add : Loss brought Forward (636.12) (1177.50)

Balance Carried to Balance Sheet 1029.03 (636.12)

During the year ended 31st March 2011, the Company has achieved Turnover of Rs.2918.47 Lacs as against Rs.2238.67 Lacs during corresponding period.

The Accounting Year 2010-2011 has ended in a Profit of Rs.1439.31 Lacs as compared to Profit of Rs.681.43 Lacs during the corresponding period last year. After providing for interest amounting to Rs. 6.08 Lacs and depreciation of Rs.54.00 Lacs, the Company has made a Profit of Rs. 1379.23 Lacs as against the Profit of Rs.618.69 Lacs during the last year. After adding prior period income of Rs.643.96 Lacs and taking into account the provision for Taxation for the current year Rs.358.04 Lacs the year has ended in a Profit of Rs. 1665.15 Lacs. The company has changed its "Accounting Method", so Capital Receipt Reserve is now routed through P&L which results into prior period Income of Rs. 643.96. After adjusting the deficit brought forward during last year amounting to Rs.636.12 Lacs., the total Profit of Rs. 1029.03 Lacs is carried to Balance Sheet.

DIVIDEND

With a view to conserve the funds for Company's Residential Project at Majiwada, Thane and to complete the entire project in time (Phase I) and also funds to be reserved for purchase of TDR (Phase ll),your Directors have decided to defer the payment of Dividend for 2010-2011.

Review of Operations

Your Directors are glad to mention that the work of Construction Division is now in full swing. Building A, B & C are completed in all respect as occupation certificates for these buildings are received and Possession of A, B & C Buildings are given to Customers.

The Construction of D & E Buildings is nearly 60% completed. Total 3,20,000 Sq. ft. area would be completed before 2011-12 and balance 2,80,000 Sq. Ft area would be completed in next 2/3 years. The progress is satisfactory.

During the year under Report the Company has updated its SSP/GSSP Fertiliser Manufacturing Plants at Wada to restart Fertiliser Production.

The Company has completed entire Repairs & Maintenance of its SSP/GSSP Fertiliser Plants at Wada and installed additional balancing equipments to achieve higher capacity utilization of its Production Units without any air/water pollution.

Current Year Working

Our Company had entered into a Long Lease contract with M/s. Rashtriya Chemicals & Fertilisers Ltd., 8th Floor, Room No.807, Priyadarshini, Eastern Express Highway, Sion, Mumbai - 400 022 one of the largest Producer of Fertiliser in Asia for manufacturing 1,32,000 M.T. SSP and 99,000 M.T GSSP per year on attractive rate of Rs.1,500/- per M.T. based on 75% quantity of GSSP and 25% quantity of PSSP to be marketed in various State such as Maharashtra, M.P., Gujarat, Rajasthan, A.P. and Kamataka etc.

Above Contract would be for a period of 5 years which can be extended for further period of 2 years subject to revision in rates, however rates of conversion during 5 years are also based on fixation of whole sale price Index on year to year basis.

Our Company does not anticipate any difficulties in successful execution of such arrangement as Company had already incurred sufficient amount on Repairing and Maintaining all their SSP/GSSP Plants, Machinery and Equipments along with other Pollution recovery equipments to achieve higher production at reduced conversion cost. Similarly entire infrastructure facility would also be available to maintain speed of production of Fertiliser Units.

Presently Company wishes to fully concentrate on their Real Estate Development Activity at Majiwada and Fort and therefore of the opinion to have better option to run Company's Fertiliser Plants on such arrangement without any working capital orfinancial burden.

Our Company will receive a Turnover of Rs. 18.00 Cr. annually from above business from M/s RCFL conversion contract in Fertiliser Division.

The Construction Division work is in full swing at Thane.

Future Plans

Reconstruction of Company's Head Office Building at Fort, Mumbai will be taken on hand after vacating the tenants. After taking necessary approvals from MCGM, work would be started for new construction of ultra modern office complex in small & medium size tenements required for Professionals, Advocates and Solicitor Firms for Office area. This would be advantageous due to proximity of Banking Facilities, Courts and other business activities.

FERTILISER POLICY

G.O. I. have declared New Fertiliser Nutrient Based Subsidy Policy vide Notification No.23011/1/2010- MPR dated 21/04/2010 in respect of all SSP Units for availing higher Fertiliser Subsidy of Rs. 4400/- per M.T w.e.f. 01/05/2010 onwards.

Also Subsidy will be revised from time to time based on increase / decrease in Raw-material price and M.R.P. will be decided by manufacturer in Joint Consultation with respective state at reasonable and affordable price to farmers.

However M/s. Rashtriya Chemicals & Fertilisers Limited will avail such benefit in future as our company had entered into Long Lease Basis contract with them by offering our 100% Production Capacity of SSP /GSSP for 5 years at attractive terms with escalation clause on year to year basis as per Whole Sale Price Index.

Directors

During the year under report Shri Kantilal N. Jethwa retires by rotation and being eligible offers himself for re-appointment. Necessary item has been included in the Notice convening 26th Annual General Meeting and the re-appointment of Shri K. N. Jethwa is recommended for approval of members.

CORPORATE GOVERANANCE:

A Report on the Corporate Governance for the period commencing 01.04.2010 is annexed hereto.

AUDITORS REPORT:

Report of Auditors is self-explanatory and replies to observations of the Auditors have been sufficiently covered in the notes forming part of accounts.

FIXED DEPOSITS:-There were no Fixed Deposits accepted by the Company during the year under report.

ANNEXURE TO DIRECTORS.' REPORT :

Pursuant to Section 217(1) (C) of the Companies Act, 1956 read with the companies (Disclosures of particulars in Directors Report) Rules 1988 the relevant information is given in the Annexure to "A" forming part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

There are no employees of the company who are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars ol Employees) Rules 1975 as amended to date.

DIRECTORS' RESPONSIBILITY STATEMENT.

The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed; except accounting of Gratuity on Cash basis and not providing liability on actuarial valuation.

(b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2011.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

Auditors:

M/s. Desai Saksena & Associates, Chartered Accountants are retiring at the ensuing Annual General Meeting of the Company. They have informed that they agree to continue as Auditors of the Company for 2011-2012. Necessary resolution will be moved at ensuing Annual General Meeting for their appointment as Auditors of the company from conclusion of the ensuing Annual General Meeting till the date of next Annual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks 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 place on record the untiring efforts of the employees at all levels during the difficult periods faced by the company.

For and on behalf of the Board

(YOGENDRA D. PATEL) CHAIRMAN & MG. DIRECTOR Place: Mumbai Date : 12/08/2011

Registered Office: Bharat Fertiliser House, 12.NanabhaiLane. Fort. Mumbai-400023.




Mar 31, 2010

The Directors submit herewith their Report along with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

2009-2010 2008-2009

(Rs .in lacs) (Rs .in lacs)

Turnover 2238.67 373.19

Profit/Loss before interest and depreciation 681.43 27.88

Less: Interest 30.19 51.71

Gross Profit/Loss before depreciation 651.24 (23.83)

Less: Depreciation 32.55 90.62

Amortization of Goodwill on Amalgamation 618.69 (114.45)

Operating Profit/Loss 618.69 (114.45)

Less : Provision for Tax 77.31 26.53

Surplus/Deficit during the year 541.38 (140.98)

Add : Loss brought Forward (1177.50) (978.44)

Add :- Adjustment Deferred Tax

of Transitional Provision - (58.08)

Balance Carried to Balance Sheet (636.12) (1177.50)

During the year ended 31st March 2010, the Company has achieved Turnover of Rs. 2238.67 Lacs as against Rs. 373.19 Lacs during corresponding period.

The Accounting Year 2009-2010 has ended in a Profit of Rs. 681.43 Lacs as compared to Profit of Rs. 27.88 Lacs during the corresponding period last year. After providing for interest amounting to Rs. 30.19 Lacs and depreciation of Rs. 32.55 Lacs, the Company has made a Profit of Rs. 618.69 Lacs as against the Loss of Rs. 114.45 Lacs during the last year. After taking into account the provision for Taxation and Fringe Benefit Tax for the current year Rs. 77.31 Lacs the year has ended in a profit of Rs. 541.38Lacs.. After adjusting the deficit brought forward during last year amounting to Rs. 1177.50 Lacs., the total loss of Rs. 636.12 Lacs is carried to Balance Sheet.

DIVIDEND

With view to conserve the funds for Companys Residential Project at Majiwada, Thane and to complete the entire project in time and wipe out accumulated loss of Rs. 6.36 Cr., your Directors have decided to defer the payment of Dividend.

SAD DEMISE

The Board of Directors regret to inform that Shri Genu Vithal Dandile, Director of the Company expired on 13lh January 2010. The Board has placed on record its appreciation of the services rendered and guidance provided by him during his tenure as a Director of the Company.

Review of Operations

Your Directors have planned development of Companys Surplus Land admeasuring 6,50,000 Sq. Ft. at Majiwada, Thane for Construction of Residential Flats without borrowing any amount from Banks and Financial Institutions. At present 1,50,000 Sq. Ft. area is completed for Buildings "A-PICCADILLY" and "B - EDGWARE". Necessary occupation certificate / Completion Certificates from Thane Municipal Corporation has been received and possession is being offered to the Customers.

Fertiliser/ Alum Production / Sales expected to be streamlined during the year 2010-2011.

Buildings "C", "D" & "E" are under Construction and progress is satisfactory. The Construction Project of the Company has Locational advantages and nearby infrastructural facilities in Existence by TMC with future Monorail and Roads connection to Western and Central area.This will boost the Sales realization.

Looking to the progress of diversified Realty Business on hand, it is evident that the Company has turned the Corner and come out of trouble with excellent Financial Results.

During the year your company has settled all the Working Capital dues of Indian Overseas Bank being the Sole Secured Creditors. Necessary formalities are completed to release the Companys secured property and as such your company is completely a "Zero Debf company now.

Current Year Working

Though the Company has diversified into development of its Surplus Land at Majiwada, Thane and Construction of Residential Complex comprising of 9 Buildings, the main business still remains as Manufacture of Fertilisers. Therefore Company has completed entire Repair, Replacement and Maintenance of all its Plants at Village Kharivali, Tal : Wada, Dist:- Thane and installed additional balancing equipments so that the Company can operate its manufacturing Plants viz. Fertiliser and Alum to achieve Higher Capacity utilization in near future, subject to availability of sufficient Working Capital and timely release ot Fertiliser Subsidy.

The Company is likely to enter into Marketing Tie-up arrangements with Reputed Fertiliser manufacturers Viz. Rashtriya Chemicals & Fertilisers Ltd., and Deepak Fertilisers & Petrochemicals Corporation Limited, Pune during 2010-2011 for manufacture of SSP/GSSP Fertilizers.

Shri Shailendra D. Patel, Chief Executive Officer (Fertiliser) has taken pains to revamp the Plants of the Company at Village : Kharivali, Tal: Wada, Dist: Thane, so as to cater to the needs of orders likely to be received from Rashtriya Chemicals & Fertilisers Ltd., and Deepak Fertilisers & Petrochemicals Corporation Limited, Pune.

The Board has placed on records, its appreciation of the good work done by Shri Shailendra D. Patel REFERENCETO B.I.F.R.

You are aware that the Company had approached BIFR as the accumulated losses had exceeded 50% of the Net Worth of the Company.

Due to efforts made by the Company the Net Worth is positive at Rs. 193.03 Lacs as on 31/12/2009. Therefore the company had approached BIFR and prayed for discharge from purview Sick industrial Companies (Special provisions Act) 1985.

The Bench III of Board for Industrial and Financial Reconstruction at its hearing held on 29/03/2010, dismissed the reference of the company as non-maintainable on the ground that the Net Worth had turned positive.

FERTILISER POLICY

G.O. I. have declared New Fertiliser Nutrient Based Subsidy Policy vide Notification No.23011/1/2010- MPR dated 21/04/2010 in respect of all SSP Units for availing Fertiliser Subsidy of Rs. 4400/- per M.T. w.e.f. 01/05/2010 onwards.

Our Company would like to avail such benefit under the above Scheme by compliance of all the requirements of said scheme.

DIRECTORS:

During the year under report, Miss. Chandni Y. Patel, Director, retires by rotation and being eligible offers herself for re-appointment. Necessary item has been included in the Notice convening the 25th Annual General Meeting and the re-appointment of Miss. Chandni Y. Patel, is recommended for approval of members -

Shri Shirish Prabhakar Gajendragadkar has been appointed as Additional Director of the Company from 14/05/2010 by the Board of Directors of the Company as per Section 260 of the Company Act 1956. and Artical of Association of the Company. He holds office of Director until the conclusion of 25,h Annual General Meeting. Notice pursuant to Section 257 of the Companies Act, 1956 has been received by the Company from a member signifying his intention to propose the resolution contained in Notice.

None of the Directors is interested in the resolution. The Resolution is commended for adoption by the members.

The Board of Directors of the Company has decided to appoint Miss. Chandni Y. Patel, Director as Whole Time Director of the Company w.e.f. 14/05/2010, subject to the approval of shareholders.

She has completed MBA from U.K. in Human Relations Management and her knowledge and implant training will be useful to the Company.

The Resolution contained in the Notice is commended for adoption by the members.

CORPORATE GOVERANANCE:

A Report on the Corporate Governance for the period commencing 01.04.2009 is annexed hereto.

AUDITORS REPORT:

Report Auditors is self-explanatory and replies to observations of the Auditors have been sufficiently covered in the notes forming part of accounts.

FIXED DEPOSITS:

There were no Fixed Deposits accepted by the Company during the year under report. ANNEXURE TO DIRECTORSREPORT:

Pursuant to Section 217(1) (C) of the Companies Act, 1956 read with the companies (Disclosures of particulars in Directors Report) Rules 1988 the relevant information is given in the Annexure to "A" forming part of this report.

PARTICULARS OF EMPLOYEES UNDER SECTION 217 (2A) OF THE COMPANIES ACT 1956 READ WITHTHE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975.

There are no employees of the company who are in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended to date.

DIRECTORS RESPONSIBILITY STATEMENT. The Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed; except accounting of Gratuity on Cash basis and not providing liability on actuarial valuation.

(b) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March, 2010.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

Auditors:

M/s. Desai Saksena & Associates, Chartered Accountants are retiring at the ensuing Annual General Meeting of the Company. They have informed that they agree to continue as Auditors of the Company for 2010-2011. Necessary resolution will be moved at ensuing Annual General Meeting for their appointment as Auditors of the company from conclusion of the ensuring Annual General Meeting till the date of nextAnnual General Meeting.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to the Central Government, State Government, Agricultural Department, Companys Banker, Shareholders, Customers and business consultants for their valued co-operation and support at all times.

Your Directors also place on record the untiring efforts of the employees at all levels during the difficult periods faced by the company.

For and on behalf of the Board

Place :Mumbai

Date : 06/08/2010

(YOGENDRA D.PATEL)

CHAIRMAN & MG. DIRECTOR

Registered Office:

Bharat Fertiliser House,

12, Nanabhai Lane, Fort,

Mumbai-400023.

 
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