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Directors Report of Bharat Rasayan Ltd.

Mar 31, 2015

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 26th Annual Report together with the Audited Statement of Accounts of Bharat Rasayan Limited ("the Company") for the year ended March 31, 2015.

Financial Performance

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

(Rs. in Lacs)

Particulars As at 31.03.2015 As at 31.03.2014

Total Income 43,962.97 36,234.90

Total Expenses 39,156.57 33,228.44

Profit before Interest, Depreciation & Tax (EBITDA) 8,222.88 6,346.69

Provision for Income Tax (including for earlier years) 1,631.49 991.83

Net Profit after Tax 3,174.91 2,014.62

Earnings Per Share (EPS) 74.73 47.42

Summary of Operations

During the year, your Company's profit after tax stood at Rs.3174.91 Lacs vis-a-vis Rs.2014.62 Lacs in the previous year, registering a growth of approx. 57.59%.

Reserves

During the year, the Company has transferred Rs.2,00,00,000/- (Rupees Two Crores only) to General Reserves of the Company.

Dividend

Your Directors have recommended a dividend of Rs.1.5 per equity share of Rs.10 each for financial year 2014-15. The final dividend subject to the approval of the members at the Annual General Meeting will be paid to those members whose names appear in the Register of Members or in the records of the Depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners of the shares as at the end of business hours on the record date.

Details of Board Meetings

During the year, five (5) number of Board meetings were held, details of which are given below:

Date of the meeting No. of Directors attended the meeting

30.05.2014 7

13.08.2014 7

30.09.2014 6

13.11.2014 7

12.02.2015 6

Capital/ Finance

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.4,24,87,400/-, comprising 42,48,740 equity shares of Rs.10/- each.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, ('the Act') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as per Annexure-I.

Committees of Board

The details of composition of the Committees formulated by the Board of Directors are as under:-

a. Audit Committee

Sl. No. Name Chairman/ Members

1. Shri Amit Gupta Chairman

2. Shri Pankaj Gupta Member

3. Smt. Sujata Agarwal Member

During the year, the Committee had met on 30.05.2014, 13.08.2014, 13.11.2014 and 12.02.2015.

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members

1. Shri Amit Gupta Chairman

2. Shri Pankaj Gupta Member

3. Smt. Sujata Agarwal Member

During the year, the Committee had met on 30.05.2014, 19.09.2014 and 12.02.2015. c. Corporate Social Responsibility Committee

Sl. No. Name Chairman/ Members

1. Shri M.P.Gupta Chairman

2. Shri R.P.Gupta Member

3. Shri Amit Gupta Member

During the year, the Committee had met on 22.10.2014 and 19.11.2014.

The Committee had approved the CSR policy and the Budget. The CSR policy is uploaded on Company's website. Further, the Report on CSR Activities/ Initiatives is enclosed as Annexure-II.

d. Stakeholders Relationship / Shareholder Grievance Committee

Sl. No. Name Chairman/ Members

1. Shri Pankaj Gupta Chairman

2. Shri M.P.Gupta Member

3. Shri Amit Gupta Member

During the year, the Committee had met on 01.04.2014, 01.07.2014, 01.10.2014 and 02.01.2015.

e. Share Transfer Committee

Sl. No. Name Chairman/ Members

1. Shri M.P.Gupta Chairman

2. Shri R.P.Gupta Member

3. Shri Amit Gupta Member

During the year, the Committee had met on 11.04.2014, 21.04.2014, 30.04.2014, 09.05.2014.20.05.2014, 30.05.2014, 10.06.2014, 20.06.2014, 30.06.2014, 10.07.2014, 18.07.2014, 29.07.2014, 08.08.2014, 20.08.2014, 10.09.2014, 19.09.2014, 27.09.2014, 10.10.2014, 20.10.2014, 30.10.2014, 10.11.2014, 20.11.2014, 28.11.2014, 09.12.2014, 19.12.2014, 30.12.2014, 07.01.2015, 14.01.2015, 21.01.2015, 30.01.2015, 09.02.2015, 20.02.2015, 28.02.2015, 07.03.2015, 16.03.2015, 20.03.2015 and 30.03.2015.

f. Committee of Directors

Sl. No. Name Chairman/ Members

1. Shri S.N.Gupta Chairman

2. Shri M.P.Gupta Member

3. Shri R.P.Gupta Member

4. Shri Amit Gupta Member

During the year, the Committee had met on 09.04.2014, 22.04.2014, 16.07.2014, 18.07.2014, 22.10.2014, 05.12.2014, 09.12.2014, 09.02.2015 and 20.03.2015.

g. Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on 29th September, 2014, M/s. B.K.Goel and Associates, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of four years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

Cost Audit

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. M.K.Singhal and Co., Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your Company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, M/s. Mamta Jain and Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-III to this report. Directors' explanation on the comments of the Secretarial Auditor for the year ended 31st March, 2015 as set out in the Secretarial Audit Report dated 12th August, 2015 is as follows:

With reference to the said report wherein the Secretarial Auditor has mentioned about Non-filing of form MGT-15 in respect of Report on Annual General Meeting (held on 29.09.2014) under Section 121(1) of the Companies Act, 2013 and Rule 31(2) of Companies (Management and Administration) Rules, 2014, the Board would like to inform you that the said non filing with the Ministry of Corporate Affairs shall be rectified at the earliest.

Particulars of Loan, Guarantees or investments

i. Amount outstanding as at 31st March, 2015 Particulars Amount (in Rs.)

Loans Given Nil

Guarantees Given Nil

Investments Made in Mutual Funds 28,00,00,000

Related party transactions

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-IV in Form AOC-2 and the same forms part of this report.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

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

The Company has zero tolerance for sexual harassment at workplace and has already adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder.

During the financial year 2014-15, the Company has not received any complaint on sexual harassment. Vigil Mechanism

Pursuant to the requirement of the Act, the Company has established vigil mechanism, a channel through which the Directors and Employees of the Company have a secure mechanism to report genuine concerns including any unethical behavior, actual or suspected frauds taking place in M/s Bharat Rasayan Limited for appropriate action or reporting.

Board Evaluation

The performance evaluation of the Board, its Committees and individual Directors was being conducted as per the requirement of Companies Act, 2013.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman.

Some of the key criteria which were being considered for performance evaluation were as follows:

- Attendance at Board or Committee Meetings;

- Contribution at Board or Committee Meetings;

- Guidance/support to Management outside Board/Committee Meetings;

- Degree of fulfilment of key responsibilities;

- Board structure and composition; and

- Effectiveness of Board process;

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Declaration by Independent Directors

During the year Smt.Sujata Agarwal was being appointed as Non-Executive Independent Woman Director of the Company.

Shri Pankaj Gupta, Shri Ram Kanwar, Shri Amit Gupta and Smt. Sujata Agarwal are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

Company's policy on appointment and remuneration

During the year under review the Company has duly adopted the Nomination and Remuneration Policy. This remuneration policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 ("Act") and Clause 49(IV)(B)(1) of the Equity Listing Agreement ("Listing Agreement").

Ratio of Remuneration of Director

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company is enclosed as Annexure-V to the Directors' Report.

Internal financial control

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews being made by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Statutory Auditor's Report

The Auditor's Report does not contain any qualifications, reservations or adverse remarks.

Directors and Key Managerial Personnel

Shri M.P.Gupta and Shri R.P.Gupta, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Shri Pankaj Gupta, Shri Ram Kanwar, Shri Amit Gupta and Smt. Sujata Agarwal have been appointed as an Independent Directors for term of 5 years and Shri Ajay Gupta have resigned from the position of Directorship w.e.f. 6th June, 2014 and Shri Sandesh Jain and Shri Naresh Agarwal also ceased to be associated with the Company w.e.f. 14th August, 2014.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of Information regarding Unpaid and Unclaimed amounts lying with Companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 29th September, 2014), with the Ministry of Corporate Affairs.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Management Discussion and Analysis Report

As per Clause 49 of the Listing Agreement entered into with the stock exchange, Management Discussion and Analysis Report is annexed to Directors' Report, which forms part of this Annual Report.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees was in receipt of remuneration exceeding the limit specifies in the Act and the corresponding rules.

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

(a) Conservation of Energy

Energy conservation has been an important thrust area of the management and is being continuously monitored and efforts to conserve and optimize the use of energy through improved operational methods and other means are being continued on an ongoing basis. We have persistent in our efforts to ensure reuse, recycling to the extent possible.

Wherever possible, energy conservation measures have already been implemented by your Company.

With growing concerns, there has been an exhaustive search made for means of alternative energy which may be considered for implementation in future and your Company would continue to explore alternative sources of energy in future. Sustainability is deeply rooted in all the operations of your Company.

The energy consumption and the cost of production are being kept under control.

(b) Technology Absorption and Research and Development (R&D)

Technology Absorption, Adaptation & Innovation

1. The Company has no technical collaboration and the processes are carried out on the standard known technology and efforts are made to improve upon the same on an ongoing basis.

2. The Company has been in a position to cater to the requirements of customers, both Indian and foreign.

3. The Company has not imported any technology so far.

Research & Development (R&D)

1. Company's In-house R&D facilities are recognized by the Ministry of Science and Technology, New Delhi.

2. R&D efforts of the Company are directed towards quality assurance and improvement of existing products quality.

3. Development of new processes for products is carried out on an ongoing basis. Several new products were developed during the year under review with special impetus on following aspects.

- Develop new products for contribution in growth of the Company.

- Competitive in terms of technical & commercial point of view.

- Enhanced effectiveness of products towards end use.

- More environment friendly process.

- More safe to manufacture.

4. Expenditure on R&D by Company's In-house R&D Unit:

- Capital : Rs.11.00 lacs

- Recurring : Rs.68.56 lacs

- Total : Rs.79.56 lacs

- Total R&D expenditure (as % of total expenditure) : 0.20%

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs.15329.37 lacs and the total foreign exchange earned was Rs.12089.78 lacs.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board M/s Bharat Rasayan Limited

Sd/-

(S.N.Gupta)

Chairman & Managing Director DIN: 00024660

New Delhi August 12, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

During the year, Indian economy witnessed various issues such as slower growth, high inflation, uncertain political environment and strong forex volatility. Despite such an environment, Company''s Total Revenue stood at Rs.36234.90 Lacs as compared to Rs.18816.47 Lacs during the previous year thereby registering a growth of 92.57%

The highlights of Company''s financial performance for the year ended on 31st March, 2014 and appropriation of divisible profits is given below:-

(Rs. in Lacs)

Particulars For the year For the year ended 31.03.2014 ended 31.03.2013

Total Revenue 36234.90 18816.47

Total Expenditure (excluding Depreciation & Interest) 29739.86 16629.37

Profit before Interest, Depreciation, Tax & Exceptional Items 6495.04 2587.10

Interest 1471.97 444.04

Depreciation 1783.39 688.36

Profit before Tax & Exceptional Items 3239.68 1454.70

Exceptional Items 233.23 43.62

Tax Expense 991.83 452.48

Profit after Tax & Exceptional Items 2014.62 958.60

Surplus brought forward from previous year 2263.08 1353.48

Transfer to General Reserve — (50.00)

Provision for Dividend Distribution Tax (7.22) —

Provision for Dividend (42.49) —

Other Appropriations — 1.00

Balance bring surplus carried forward to the Balance Sheet 4227.99 2263.08

OPERATIONAL ACHIEVEMENTS

BAGGING OF ORDERS

Your Directors are happy to report that in addition to the continued patronage that your Company enjoyed from its customers, many new customers reposed their confidence in Company''s products and services. It is only due to such patronage that during the year under review your Company could bag many prestigious contracts.

DIVIDEND

Your Directors are pleased to recommend a final Dividend of Rs.1/- per equity share having face value of Rs.10/- each for the financial year ended 31st March, 2014. The Final Dividend subject to the approval of the members at the Annual General Meeting scheduled to be held on 29th September, 2014, will be paid to those members whose names appear in the Register of Members or in the records of the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners of the shares as at the end of business hours on 20th September, 2014.

DIRECTORATE

Shri Ajay Gupta, Executive Director of the Company submitted his resignation to the Board of Directors & ceased to be associated with the Company w.e.f. 6th June, 2014. Shri Sandesh Jain & Shri Naresh Agarwal also ceased to be associated with the Company w.e.f. 14th August, 2014. The Board place on record their appreciation for the guidance and support extended by Shri Ajay Gupta, Shri Sandesh Jain & Shri Naresh Agarwal during their association with the Company. Mrs. Sujata Agarwal was appointed as an Additional Director on the Board of the Company w.e.f. 1st September, 2014.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting.

In accordance with the provisions of Section 152 of Companies Act, 2013 and Article 86 of the Articles of Association of the Company, Shri V.K. Sharma (DIN No. 05106079), Director retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Further, in compliance of Clause 49(IV)(G) of the Listing Agreement, a brief resume of the Directors eligible for re- appointment is annexed to the notice to enable the shareholders to consider their re-appointment.

CHIEF FINANCIAL OFFICER

In compliance of Clause 49 of the Listing Agreement, your Board appointed Shri Rakesh Kumar Verma as a "Chief Financial Officer" of the Company w.e.f. 13.08.2014.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, or its employees during the year under review.

INSURANCE

The Company has taken adequate insurance cover for all its assets against foreseeable perils. The Company continues to maintain Public Liability Policy as per the provisions of Public Liability Insurance Act.

STATUTORY COMPLIANCES

1. The Company Secretary acts as a Compliance Officer ensures timely compliance of SEBI regulations, applicable law, rules and regulations and provisions of Listing Agreement. She also responds to different type of grievances and queries including the ones related to dividend of shareholders.

2. In compliance of Clause 32 of the Listing Agreement executed by the Company with Stock Exchange, the Cash Flow Statement in the format prescribed by SEBI is annexed to this report.

3. In compliance of Clause 49 VI (ii) of the Listing Agreement, Quarterly Compliance Report in the prescribed format is regularly sent to Stock Exchanges.

4. In accordance with the statutory obligation, Reconciliation of Share Capital Audit is done on quarterly basis to reconcile the total admitted capital with the two depositories in the country namely National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. Audit Reports furnished to this effect by a Practicing Company Secretary appointed for the purpose have been regularly submitted to the Stock exchanges with which the Company''s shares are listed.

INTERNAL CONTROL AND ADEQUACY

The Company has an adequate system of internal controls commensurate with its size to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition. Transactions are authorized, recorded and reported correctly.

Your Company is well aware of the advantages of an effective Control System in the Company. Accordingly, an Internal Auditor who is a qualified Cost Accountant, has been appointed to carry out the Internal Audit of Accounts of the Company and critically analyses the same after which an Internal Audit Report is placed before the Audit Committee in its every quarterly meeting for detailed deliberations on the same.

The team of Statutory Auditors being an External Body achieves adequate effectiveness of its extensive Audit due to support of the Company''s Internal Audit Department. Both Statutory as well as Internal Auditor are regularly invited at the Audit Committee Meetings wherein more light is thrown on the regular Internal Audit checks carried out to ensure that the responsibilities given to different Senior Officers of the Company across all plants are executed effectively with an overall objective that the Company''s assets are safeguarded and protected against losses from unauthorized use or disposal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement, a separate Management Discussion and Analysis Report is annexed to Directors'' Report and forms part of this Annual Report as Annexure-I.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure forming part of this Report as Annexure-II.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the good corporate governance practices and adheres to the standards set out by the Securities Exchange Board of India. A detailed report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement executed with Stock Exchange is attached to this Report as Annexure-III. The Auditor''s Certificate confirming the compliance to the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement has been obtained and is annexed at the end of Corporate Governance Report.

BOARD COMMITTEES

For assisting the Board of Directors on discharging its responsibilities in various fields effectively and efficiently following five Standing Committees with a defined mandate given to them have been constituted by the Board:

1. Audit Committee

2. Committee of Directors

3. Nomination & Remuneration Committee

4. Stakeholders Relationship Committee

5. Share Transfer Committee

Meetings of these Committees are held periodically wherein certain important decisions in accordance with their respective mandates are taken which are thereafter ratified by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions contained in Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of annual accounts of the year ended 31st March 2014, the applicable accounting standards were followed and there are no material departures;

(b) The accounting policies in consultation with Statutory Auditors are applied consistently to give a true and fair view of the state of affairs of the Company at the end of financial year ended 31st March, 2014 and Statement of Profit & Loss of the period under report.

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records and 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. B.K.Goel & Associates, Chartered Accountants, (Firm Registration No. 016642N) Statutory Auditors of the Company, retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. M/s B.K.Goel & Associates, Chartered Accountants, if appointed will hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Twenty-Sixth Annual General Meeting held thereafter subject to ratification of the appointment by the members at every AGM held after the ensuing Annual General Meeting.

The Board of Directors of the Company has received a Certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT

The notes to the accounts referred to in Auditor''s Report are self-explanatory and therefore does not call for any further comments by the Board of Directors.

COST AUDITORS

Subsequent to the approval accorded by the Central Government in accordance with the provisions of Section 148 of the Companies Act, 2013, the Board has appointed M/s M. K. Singhal & Co., Cost Accountants, as Cost Auditor of the Company for conducting an audit of the Cost Accounts maintained by the Company for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees was in receipt of remuneration exceeding limit specified under Section 217 (2A) read with the amended Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Investors, Suppliers, Clients, Financial Institutions, Banks, Regulatory and Government Authorities and Stock Exchanges for their continued support.

Your Directors also place on record their appreciation for the contribution made by the employees at all levels. Our Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.

for and on behalf of the Board of Directors for Bharat Rasayan Limited

Sd/- New Delhi (S.N. Gupta) August 13, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure in presenting the 24th Annual Report and the Audited Accounts of the Company for the financial year ended March 31, 2013.

BUSINESS OPERATIONS

Bharat Rasayan Limited (BRL) is engaged in the business of manufacturing agrochemical products and is one of the leading manufacturer and exporter of ''Pesticides Technicals, their Formulations and Intermediates''. BRL is presently having manufacturing units at Rohtak, Haryana and new state of art plant set-up at Dahej, Gujarat.

We are delighted to inform that the Company''s new manufacturing Plant at Dahej, Gujarat, set up on an industrial plot developed by Gujarat Industrial Development Corporation (GIDC) in the Chemical Approved Industrial Zone 40 km from Bharuch, has started commercial production. With the inherent strength of the project, expanded capacity, regular involvement of management and concerted efforts of the employees of the Company, the plant is expected to enhance economic value addition and shareholders'' value.

BRL is one of the few companies manufacturing its own technical grade pesticides from basic raw materials. This gives the Company an inherent advantage over quality and prices and this further leads to manufacturing of quality products at competitive prices.

FINANCIAL RESULTS

Due to erratic monsoon and drought-like situation in many parts of the Country, financial year 2012-13 was quite challenging for Indian agriculture and agro chemical industry. Despite this uncertainty net revenue from operations of your Company increased by 32.13% to Rs. 18,755.80 Lacs as compared to Rs.14,194.74 Lacs during the previous year.

The financial performance of the Company for the year ended March 31, 2013, as compared with the previous year''s performance is envisaged below:

(Rs.In Lacs) Particulars For the year For the year ended 31.03.2013 ended 31.03.2012

Total Revenue 18,816.48 14,209.53

Total Expenditure (excluding Depreciation & Interest) 15,997.02 12,553.52

Profit before Interest, Depreciation, Tax & Exceptional Items 2,819.46 1,656.01

Interest 676.39 79.83

Depreciation 688.36 161.72

Profit before Tax & Exceptional Items 1,454.71 1,414.46

Exceptional Items 43.62 42.75

Current Tax 9.58 424.11

Deferred Tax 442.91 (35.42)

Profit after Tax & Exceptional Items 958.60 983.02

Surplus brought forward from previous year 1,353.48 483.44

Transfer to General Reserve (50.00) (50.00)

Provision for Dividend Distribution Tax (8.27)

Provision for Dividend (50.98)

Other Appropriations 1.00 (3.73)

Balance Profit/(Loss) carried forward to the Balance Sheet 2,263.08 1,353.48

DIVIDEND

The Directors consider it prudent to plough back the profits of the Company made during the year under review for funding the lucrative business plans beneficial for the Company as a whole. Accordingly, your Directors regret their inability in recommending dividend on equity shares of the Company for the financial year ended March 31, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management discussion and analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd. (NSE), forms part of this report as Annexure -''I''.

FIXED DEPOSIT

During the year under review, your Company has not accepted any fixed deposits pursuant to the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975. As on March 31, 2013, no amount of fixed deposit was overdue with the Company.

QUALITY INITIATIVES

Your Company is committed to the environment as an integral part of its business function. BRL has in- house facility for treatment of Solid, Liquid and Gaseous Effluents, primary and secondary treatment plant for liquid effluent with defined segregation system, multiple effect evaporator system and incinerator for Liquid Effluent, occupation health center, qualified doctor available 24 hrs in the plant premises.

Your Company is certified under ISO 9001:2008. BRL has also implemented internal control and training mechanism which conducts regular audits at the plant to detect and rectify any deviation from the Standards. This demonstrates BRL''s commitment to achieve total customer satisfaction by supplying quality products and services that improves lives and deliver outstanding value to customers.

INSURANCE

The Company has taken adequate insurance cover for all its assets against foreseeable perils. The Company continues to maintain Public Liability Policy as per the provisions of Public Liability Insurance Act.

DIRECTORS

Shri Ajay Gupta, was appointed as an Executive Director of the Company for a period of five years w.e.f. May 12, 2008. During his tenure as an Executive Director, he has managed Rohtak, Haryana Plant of the Company and has also provided strategic direction for sustainable growth of the Company. The Board recommends the approval of the members for the re-appointment of Shri Ajay Gupta as an Executive Director for a period of three years commencing from May 12, 2013 till May 11, 2016, at the terms and conditions as contained in notice of the Annual General Meeting to be held on September 26, 2013.

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with Article 86 of the Articles of Association of the Company, Shri S. N. Gupta, Chairman & Managing Director, Shri Ram Kanwar, Shri Pankaj Gupta and Shri Naresh Agarwal, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished in the notice for Annual General Meeting which forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, pertaining to the Directors'' Responsibility Statement, your Directors confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2013, applicable accounting standards have been followed by the Company;

(ii) the Accounting Policies selected in consultation with the Statutory Auditors have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of profit of the Company for that period;

(iii) proper and sufficient care has been taken to the best of knowledge and ability for 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;

(iv) the annual accounts for the year have been prepared on a "going concern basis".

COST AUDITORS

Subsequent to the approval accorded by the Central Government under Section 233B(2) of the Companies Act, 1956, the Board has re-appointed M/s M. K. Singhal & Co., Cost Accountants, as Cost Auditor of the Company to conduct an audit of cost accounts maintained by the Company, for the financial year 2013-14.

AUDITORS AND INDEPENDENT AUDITORS'' REPORT

M/s B. K. Goel & Associates, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have expressed their willingness to continue as the Statutory Auditors, if re-appointed at the Annual General Meeting to hold office until the conclusion of the next Annual General Meeting of the Company.

The Company has also received a certificate from the Auditors stating that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Act.

The notes to Accounts referred to in the Independent Auditors'' Report are self-explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in Report of Board of Directors) Rules, 1988 form part of this Report as Annexure-''II''.

PERSONNEL

During the financial year ended March 31, 2013, none of the employees was in receipt of remuneration exceeding limit specified under Section 217(2A) read with the amended Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Your Company believes that good Corporate Governance is the basis of stakeholders'' satisfaction and is thus, committed to attain the highest level of transparency, accountability and compliance of law in all facets of operations.

A detailed report on Corporate Governance along with the certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with NSE, forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the assistance and cooperation received from the shareholders, customers, vendors, financial institutions, banks, Government authorities for their consistent support and cooperation to the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board New Delhi S. N. Gupta

August 12, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 23rd Annual Report and the audited accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2012 as compared with the previous year's performance is envisaged below:

(Rs. In Lacs)

Particulars For the year For the year ended 31.03.2012 ended 31.03.2011

Sales & Other Income (including Exceptional Items) 14112.84 9737.62

Total Expenditure (excluding Depreciation & Interest) 12553.52 8747.62

Profit before interest & depreciation 1559.32 990.00

Less : Interest 25.89 5.68

: Depreciation 161.72 181.40

Profit before income tax 1371.71 802.92

Less : Tax Expenses 388.69 214.02

Profit after tax 983.02 588.90

Provision for Dividend Distribution Tax 8.27 8.27

Provision for Dividend 50.98 50.98

Other Appropriations 3.73 —

920.04 529.65

Surplus brought forward from previous year 483.44 23.79

Profit available for appropriation 1403.48 553.44 Appropriations

Transferred to General Reserve 50.00 70.00

Balance being surplus carried over to the Balance Sheet 1353.48 483.44

DIVIDEND

Your Directors have recommended a dividend of Rs. 1.20 per Equity Share for the financial year ended March 31, 2012. The dividend will be paid to members whose names appear in the Register of Members as on September 21, 2012; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

EXPANSION OF MANUFACTURING FACILITIES

Management is delighted to inform that the construction of new manufacturing plant at Dahej (Gujarat) is at the stage of completion. Out of three production blocks, production has been started in one block and remaining two blocks will also start operation very soon. The plant is set up on an industrial plot developed by Gujarat Industrial Development Corporation (GIDC), admeasuring approx. 26 acres in the Chemical Approved Industrial Zone situated at Dahej, Gujarat, 40 km from Bharuch.

The new project which being in chemical approved industrial zone would result in easy accessibility of resources and fast statutory approvals of manufacturing pesticides. With inherent strong advantages of this project, expanded capacity, regular involvement of management and concerted efforts of the employees of the Company, it is highly expected that new project will enhance economic value addition and shareholders' value.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management's discussion and analysis, for the year under review, as stipulated under Clause 49 of the Listing Agreement, forms part of this report as Annexure -'I'.

FIXED DEPOSIT

During the financial year ended on March 31, 2012, a sum of Rs. 3 Lacs was accepted as fixed deposit pursuant to the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975. As on March 31, 2012, no amount of fixed deposit was over due with the Company.

QUALITY INITIATIVES

BRL is enterprise-wide certified against ISO 9001:2008 (Quality Management). During the year under review, the Company has successfully completed ISO 9001:2008 Surveillance-2 Audit of its manufacturing unit located at Rohtak (Haryana). The Company has also taken various initiatives to keep the environment free from pollution. Various devices in the factory have been installed to control the pollution.

This demonstrate BRL's commitment to achieve total customer satisfaction by supplying quality products and services that improves lives and deliver outstanding value to customers. The Company also ensures compliance with the quality management system and continually improves its effectiveness.

INSURANCE

The Company has carried out adequate insurance cover for all its assets against foreseeable perils. The Company continues to maintain Public Liability Policy as per the provisions of Public Liability Insurance Act.

DIRECTORS

The composition of the Board of Directors is in accordance with the provisions of the Companies Act, 1956 (the 'Act'), the Articles of Association of the Company and satisfies the requirements envisaged in the Listing Agreement entered into with the Stock Exchanges.

During the year under review, Shri V. K. Sharma and Shri Amit Gupta were appointed as Additional Directors of the Company with effect from October 24, 2011 and January 09, 2012, in accordance with the provisions of Section 260 of the Act, read with Article 89 of the Articles of Association of the Company. Shri V. K. Sharma and Shri Amit Gupta hold office till the date of the Annual General Meeting of the Company scheduled to be held on September 29, 2012. The Board recommend their appointment.

Pursuant to Section 255 and 256 of the Companies Act, 1956 read with Article 86 of the Articles of Association of the Company, Shri M. P. Gupta and Shri R. P. Gupta, Whole time Directors and Shri Sandesh Jain, Director are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 pertaining to the Directors' Responsibility Statement, your Directors hereby confirm that:

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

(ii) the Accounting Policies selected in consultation with the Statutory Auditors have been applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of profit of the Company for that period;

(iii) proper and sufficient care has been taken to the best of knowledge and ability for 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;

(iv) the annual accounts for the year have been prepared on a "going concern basis".

COST AUDITORS

Subsequent to the approval accorded by the Central Government under Section 233B(2) of the Companies Act, 1956, the Board has appointed M/s M. K. Singhal & Co., Cost Accountants, as Cost Auditor of the Company to conduct an audit of cost accounts maintained by the Company, for the financial year 2012-13.

AUDITORS AND AUDITORS' REPORT

M/s B. K. Goel & Associates, Chartered Accountants, the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for reappointment. They have expressed their willingness to continue as the Statutory Auditors, if re-appointed at the Annual General Meeting to hold office until the conclusion of the next Annual General Meeting of the Company.

The Company has also received a certificate from the Auditors stating that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Act.

The notes to Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in Report of Board of Directors) Rules, 1988 form part of this Report as Annexure -'II'.

PERSONNEL

During the financial year ended March 31, 2012, none of the employees was in receipt of remuneration exceeding limit specified under Section 217(2A) read with the amended Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Your Company believes that good Corporate Governance is the basis of stakeholders' satisfaction and is thus, committed to attain the highest level of transparency, accountability and compliance of law in all facets of operations.

A detailed report on Corporate Governance along with the certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the assistance and cooperation received from the shareholders, customers, vendors, financial institutions, banks, Government authorities for their consistent support and cooperation to the Company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

On behalf of the Board

New Delhi S. N. Gupta

August 27, 2012 Chairman & Managing Director