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Directors Report of Bharat Agri Fert & Realty Ltd.

Mar 31, 2023

The Directors have pleasure in presenting their 38^th Annual Report together with the Audited Financial Statements for the financial year ended on March 31, 2023. The Consolidated performance of the Company & its subsidiaries has been referred to where ever required.

FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)
Particulars for the Financial Year	Standalone Basis		Consolidated Basis
For the Period Ended	2022-23	2021-22	2022-23	2021-22
Total Revenue	3,084.97	2,638.46	3084.69	2638.46
Less Expenses	3,915.71	2,581.46	3915.71	2581.46
Profit before Tax	(830.75)	57.00	(831.02)	57.00
Tax Expenses	(6.11)	6.22	(6.11)	6.22
Net Profit / ( Loss ) for the Period	(824.64)	50.78	(824.92)	50.78
Other Comprehensive Income/ (Loss)	(5.29)	16.46	(5.29)	16.46
Total Comprehensive Income/ (Loss)	(829.93)	67.25	(830.21)	59.64

The Company has prepared the Standalone & Consolidated Financial Statements in accordance with the applicable Indian Accounting Standards as prescribed under Section 133 of the Companies Act 2013 ("the Act") read with the relevant rules and generally accepted accounting principles in India.

OPERATIONAL REVIEW & STATE OF COMPANY''S AFFAIRS:a) Fertilizer Division: -

The Company has produced 7585.511 M.T. SSP and sold 9893.650 M.T. SSP during the year ended 31^st March, 2023.

Due to increased cost of Prime Raw Material (i.e. Imported Rock Phosphate) and inadequate working capital limits, company''s performance has severely affected and management has approached present & other bankers to consider the enhancement of Working Capital limits which are under process and company may be able to get higher Working Capital limits to increase production and sales gradually with better results. We have marketing tie up arrangement with M/s. Greenstar Fertilizers Limited, (GFL) for 25,000 M.T. and with our own marketing set up for 15,000 MT, company anticipate total sale of 40,000 M.T. with revenue of Rs.70 Crore.

b) Anchaviyo Resort: -

During current year, resort division has increased sales by 84% as compared to last year. Working Capital limits were sanctioned by Saraswat Co-op Bank Ltd, resort is well settled with BRAND image in Mumbai and with 46 rooms of theme-based units spread over 10 acre of landscape area with excellent services and facilities.

Anchaviyo resort is recognized with prestigious rewards in hospitality sector. Considering the fabulous response for destination wedding, corporate events and functions, management is planning for expansion of resort with 125 rooms in phase manner.

c) Realty Division:-

Management is happy to inform that all permissions and approvals have been received for construction of residential tower - Wembley Stilt 6 level parking 25 residential floors.at Majiwada, Thane. Further to this, company will acquire additional FSI to construct this tower upto 58 floors in next 3 years'' time with 4,00,000 Sq. Ft. saleable area. Company has availed construction project finance from Saraswat Co-op Bank to start project in full swing and expected revenue will be Rs.700-800 Crores in phase manner.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31^st March, 2023 due to conservation of profits for growth and development of the company.

RESERVES:

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

SHARE CAPITAL OF THE COMPANY:

During the year under review, the Company has sub-divided its Equity Shares having nominal value of Rs. 10/- (Rupees Ten Only) each fully paid-up into 10 (Ten) Equity Shares having nominal value of Rs. 1/- (Rupees One Only) each fully paid-up.

The Paid up Equity Share Capital, as at 31^st March, 2023 was Rs. 5,28,55,110/- divided into 5,28,55,110 Equity shares having face value of Rs. 1/- each fully paid up. Further, the Company has neither issued any shares not granted any stock options or sweat equity during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations 2015 is provided in " Annexure A" of this report.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

During the year, the Company has divested 26% of its stake held in the Associate Company Mol Chem Limited at a consideration of Rs. 26,72,218/- (Rupees Twenty-Six Lakh Seventy-Two Thousand Two Hundred and Eighteen Only) subject to adjustment of final sale price in accordance with the Share Purchase Agreement. Consequent to the said disinvestment, Mol Chem Limited ceased to be an Associate of the Company. The details of Associate Company containing salient features of financial statement in ''AOC-1'' are shown in Annexure "B" which forms part of the report.

Further, the Company does not have any Subsidiary, Associate Company or Joint Venture as on 31^st March, 2023.

DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vijal Yogendra Patel (DIN: 06882828), Whole-Time Director of the Company, is due to retire by rotation at the ensuing 38^th Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year under review, the Company with the approval of shareholders through Postal Ballot, has regularized the appointment of Shri. Hemant Nandkishor Bataviya (DIN: 09535784) and Shri. Kalpesh Chandrakant Shah (DIN: 09501247) from Additional Directors (Independent) to Non-Executive Independent Directors for a period of 5 Years with effect from 31^stMarch, 2022 till 30^th March, 2027 respectively.

Furthermore, during the 37^th Annual General Meeting, the Shareholder''s has granted approval for the re-appointment of Mr. Chunilal Bhanji Gherwada (DIN: 08125212) as an Independent Director for a period of 5 (Five) years with effect from 30^th May, 2023, till 29^th May, 2028.

Composition and other details of Board of Directors on 31^st March, 2023 is annexed herewith as Annexure D. The Directors appointment and remuneration is in accordance with the Nomination and Remuneration Policy and Policy on Board Diversity as adopted by the Company.

In terms of section 203 of the Companies Act, 2013 following are the Key Managerial Personnel (KMP) of the Company

Sr. No. Name of the Person Designation

1. Shri. Yogendra D. Patel Chairman & Managing Director

2. Shri. Akshay Kumar Company Secretary & Compliance Officer

3. Shri. Kantilal. N. Jethwa Chief Financial Officer

During the year, Shri. Arvind J. Chakote tendered his resignation from the position of Company Secretary & Compliance Officer on 7^th July, 2022. To fill this vacancy, Shri. Jay Ramesh Mehta was appointed as the Company Secretary cum Compliance officer effective from 8^th July, 2022.

Furthermore, on 5^th November, 2022, Shri. Jay Ramesh Mehta stepped down from his role as Company Secretary & Compliance Officer. To address this newly created vacancy, Shri. Akshay Kumar Jangara was appointed as the Company Secretary cum Compliance officer effective from 6^th November, 2022.

Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and they have registered their names in the Independent Directors Data Bank. In the opinion of the Board they fulfil the conditions of independence as specified in the Act and rules made thereunder and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI Listing Regulations, the company has put in place a familiarisation program for Independent Directors'' to familiarize them with their role, rights & responsibilities as Directors, the operations of the Company, business overview, etc.

The details of Familiarisation program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial year ended 31^st March, 2023.

MEETINGS OF THE BOARD

The details of the composition of the Board and its Committees and the number of meetings held and the attendance of Directors in such meetings are provided in the Corporate Governance Report as a separate section in Annexure D which forms a part of the Annual Report. There have been no instances during the year where the recommendations of the Board Committees were not accepted by the Board.

BOARD AND COMMITTEE EVALUATION

The Board and Committee Evaluation are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The evaluation process consisted of various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company etc. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/ support to the Management outside Board/Committee Meetings.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

RISK MANAGEMENT:

The provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to formation of Risk Management Committee is not applicable to the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013. The Audit Committee evaluates the internal financial control system periodically.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There is no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Suitable disclosures on related party transactions as required by the Indian Accounting Standard are made in the notes to Financial Statement.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report. The requisite certificate from Mr. Prabhat Maheshwari, Partner, M/s. GMJ & Associates, Practicing Company Secretaries (Membership No. F2405, COP No. 1432), which forms an integral part of this Report, are set out as separate Annexures, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Schedule V is attached to the Report on Corporate Governance.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are operating effectively and adequately.

LOANS, GUARANTEE OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Notes to the Financial Statements forming part of the Annual Report.

AUDITORS AND AUDIT REPORTS:Statutory Auditor:

M/ s. Verma Mehta & Associates, Chartered Accountants, (Firm Registration No. 112118W), who are statutory Auditors of your Company hold office until the conclusion of the 38^th AGM to be held on 29^th September, 2023.

The Board has recommended the appointment of M/ s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W), statutory auditors of the Company in the place of the retiring auditors, M/ s. Verma Mehta & Associates, for a term of five consecutive years, from the conclusion of the ensuing 38^th Annual General Meeting of the Company till the conclusion of the 42^nd Annual General Meeting to be held in the year 2028, for approval of shareholders of the Company, based on the recommendation of the Audit Committee in compliance with the mandatory rotation of auditors as per provisions of the Companies Act, 2013.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/ s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ''C'' and forms an integral part to this report.

Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been carrying out audit of the cost records.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Tapan Chattopadhyay & Associates, Cost Accountants (FRN: PROP/101121), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31^st March, 2024 at a remuneration of Rs. 50,000/- plus taxes as may be applicable and out of pocket expenses. As required under the provisions of the Companies Act, 2013, a resolution seeking member''s approval for remuneration payable to the Cost Auditor forms a part of the Notice convening the 38^th Annual General Meeting.

Internal Audit:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 the Board on the recommendation of the Audit Committee has appointed M/ s. Udeshi & Co., Chartered Accountants having a Registration No. 130840W as Internal Auditors of the Company.

Auditor''s observations:

The observations of the auditors contained in their report have been adequately dealt with in the Auditors reports which are self-explanatory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, with respect to Director Responsibility Statement it is hereby confirmed that:

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

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

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

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

e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31^st March, 2023 can be accessed on the Company''s website at www.bharatagri.com.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure ''D'' to this report.

PARTICULARS OF EMPLOYEES:

Disclosure with respect to remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ''E'' and forms an integral of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy has been posted on the Company''s website at www.bharatagri. com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company is committed to create and maintain an environment in which employees can work together without fear of sexual harassment, exploitation or intimidation. A Complaint Redressal Committee has been set up by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the Financial Year 2022-23, no complaints were received.

AUDIT COMMITTEE:

In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the Company is having an Audit Committee. The Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of Audit Committee and other details are explained in the Corporate Governance Report.

REMUNERATION & NOMINATION POLICY:

The Board of Directors on the basis of the recommendation of the Nomination & Remuneration Committee has framed a policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

GENERAL DISCLOSURES:Public Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Material Changes and Commitments affecting Financial Position between the end of the Financial Year and Date of Report:

There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.

Changes in Nature of Business:

No significant changes had been made in the nature of the business of the Company during the financial year ended 31^stMarch, 2023.

Significant and material orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations during the financial year ended 31^st March, 2023.

Depository Services:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result, the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE842D01029. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company''s website www.bharatrealty.co.in. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

Sexual Harassment:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaints were reported.

Safety, Environment Control and Protection:

The Company is aware of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

Listing:

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

Internal Financial Control and their adequacy:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013.

Details of application made or proceeding pending under insolvency and bankruptcy code, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

The company has not entered into one time settlement of loans from banks and financial institutions. Hence the said clause is not applicable to the company for the financial year ended 31^st March, 2023.

Reporting of Frauds:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act & Rules framed thereunder either to the Company or to the Central Government.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the Central Government, State Government, Thane Municipal Corporation, Agricultural Department, Company''s Banker, Shareholders, Customers and business consultants for their valued co-operation and support at all times.

Your Directors also wish to place on record their appreciation for hard work, solidarity, co-operation and support of employees at all levels.

Mar 31, 2018

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

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars	2017-18	2016-17
Sales and other Income	3569.45	4579.00
Profit / (Loss) before tax and appropriation	16.95	(98.36)
Profit / (Loss) after tax	(2.26)	(87.88)
Balance brought forward	6027.66	6115.54
Appropriations
Interim Dividend	0.00	0.00
Proposed Final Dividend	0.00	0.00
Tax on Dividends (Interim & Proposed)	0.00	0.00
General Reserve	0.00	0.00
Balance Carried To Balance Sheet	6025.40	6027.66

OPERATIONAL REVIEW & STATE OF COMPANY''S AFFAIRS :

a.) Fertilizer Division :-

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

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

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

b) Realty Division

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

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

c) Resort Division

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

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

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

DIVIDEND:

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

RESERVES:

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

SHARE CAPITAL OF THE COMPANY:

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

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Directors have laid down internal financial controls to be followed by your Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

CORPORATE GOVERANANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

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

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

RELATED PARTY TRANSACTIONS:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Number of meetings of the board of directors:

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

Directors:

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

Re-appointment, Appointment & Resignation:

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

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

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

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

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

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

Statement on declaration given by Independent Directors:

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

Board evaluation:

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

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

Key Managerial Personnel:

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

Sr. No.	Name of the Person	Designation
1.	Mr. Yogendra Dahyabhai Patel	Chairman & Managing Director
2.	Mr. Arvind Jaykumar Chakote	Company Secretary
3.	Mrs. Vidya Pradeep Gidde	Chief Financial Officer

Familiarisation Programme of Independent Directors:

The details of Familiarisation program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, with respect to Director Responsibility statement it is hereby confirmed that:

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

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

e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

AUDIT COMMITTEE:

In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the Company is having an Audit Committee. The Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of Audit Committee and other details are explained in the Corporate Governance Report.

REMUNERATION & NOMINATION POLICY:

The Board of Directors as per recommendations of the Nomination& Remuneration Committee has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

AUDITORS AND AUDIT REPORTS:

Statutory Auditor:

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

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ''C'' and forms an integral part to this Report.

Cost Audit:

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

Internal Audit:

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

Auditor''s observations:

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

DISCLOSURE:

Risk Management:

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

Vigil Mechanism / Whistle Blower Policy:

Particulars of Loans, Guarantees or Investments:

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

Extract of Annual Return:

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

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Secretarial Standard:

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

Particulars of Employees:

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

GENERAL DISCLOSURES:

Public Deposits:

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Material Changes and Commitments Affecting Financial Position between the End of the Financial Year and Date of Report:

There were no material changes affecting the financial position of the Company between the end of the financial year and date of report.

Changes in Nature of Business:

No significant changes had been made in the nature of the business of the company during the financial year.

Significant and material orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations during the financial year ended 31^st March, 2018.

Depository Services:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE842D01011. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Sexual Harassment:

Safety, Environment control and Protection:

Listing:

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

Internal Financial Control and their adequacy:

Reporting of Frauds:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act & Rules framed thereunder either to the Company or to the Central Government.

APPRECIATION:

Your Directors also wish to place on record their appreciation for hard work, solidarity, cooperation and support of employees at all levels.

For and on behalf of the Board

For Bharat Agri Fert & Realty Limited

Sd/-

Registered Office: YOGENDRA D. PATEL

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

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

Andheri (East), Mumbai - 400 069.

Date : 30^th May, 2018.

Place : Mumbai

Mar 31, 2016

The Directors have great pleasure in presenting the 31^st Annual Report along with the Audited Statement of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS (Rs. In Lakhs)

Particular	2015-16	2014-15
Sales and other Income	5236.14	5850.99
Profit / (Loss) before tax and appropriation	(15.23)	1219.59
Profit / (Loss) after tax	(21.31)	939.62
Balance brought forward	5989.19	5238.67
Balance available for appropriation	5967.87	6178.29
Appropriations
Interim Dividend	0.00	0.00
Proposed Final Dividend	0.00	79.28
Tax on Dividends (Interim & Proposed)	0.00	15.85
General Reserve	0.00	93.96
Balance Carried To Balance Sheet	5967.87	5989.19

OPERATIONAL REVIEW & STATE OF COMPANY''S AFFAIRS :

a.) Fertilizer Division :-

The Company has produced 46070.333 M.T. SSP during the year and sold 47265.850 M.T. SSP during the year ended 31^st March, 2016. Due to severe drought in Maharashtra State for last 2 years in most of the districts and in particular our companyâs operating area sale of Bharat Brand SSP/GSSP was 47265.850 M.T against targeted sale of 75,000 M.T and thereby inventory could not be liquidated even at lower price with longer credit facility as offered to dealer as there was no consumption of fertilizer due to failure of monsoon. Also company had to offer fertilizer at longer districts which has resulted in higher equated freight amount to keep minimum production 40,000 M.T. per year as eligible criteria under NBS Policy of GOI for 2015-2016.

b.) Realty Division :-

The Company has started construction of Phase II project with one Tower i.e. Stilt 14 â''F'' wing- OXFORDâ& work is completed up to 95% and management is positive about 100% completion along with Occupancy Certificate by Dec''2016 due to many more compliances and formalities to be completed under TMC Rules for new Building. The company had purchased TDR from TMC at an cost of Rs. 18.5 Crore, also additional TDR. Increased from 1.8 to 1.9 FSI on original plot area thereby additional 2,213 Sq.Mtr. will be available to company which will be loaded in tower G/H/I /stilt 14 or G/H of Stilt 20 as per MoEF Rules.

Phase II will have total area of 2,35,000 Sq.Ft. saleable inclusive of all TDR and FSI under present Policy of Government of Maharashtra Urban Development Department / TMC.

c) Resort Division (ANCHAVIYO):-

ANCHAVIYO boutique resort will be in operation by August - September, 2016 in full swing with all approvals and sanctions and will give additional revenue of Rs. 3 Crore yearly to company business. It is one of the prestigious and well recommended resort in Mumbai nearby area and trial runs are conducted for training staff under professionals & experts.

An amount of Rs. 800 Lacs is already invested to build this resort from companyâs own surplus fund.

DIVIDEND:

Your Directors have not recommended any dividend for the year ended 31^st March, 2016 due to loss incurred by the Company. RESERVES:

Your Directors do not propose to transfer any amount to the General Reserve Account in lieu of inadequacy of profits.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31^st March, 2016 was Rs. 5,28,55,110/- divided into 52,85,511 Equity shares, having face value of 10/- each fully paid up. During the year under review, the Company has not issued any shares nor granted any stock options nor sweat equity.

SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:

During the year under review, MOL CHEM LIMITED has become an associate company w.e.f 7^th November, 2015.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Annual Report on CSR activities is annexed herewith as: Annexure ''A''.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE GOVERANANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Schedule V (c) of the SEBI Listing Regulations.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered during the year were in the ordinary course of business and at an arm''s length basis. There are no transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Number of meetings of the board of directors:

The details of the number of meetings of the Board held during the Financial Year 2015-16 forms a part of the Corporate Governance Report.

Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Chandni Yogendra Patel (DIN: 02032483). Director retires by rotation and being eligible offers herself for re-appointment.

Statement on declaration given by Independent Directors:

The Independent Directors have submitted the declaration of Independence, as required pursuant section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations.

Board evaluation:

Key Managerial Personnel:

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

Sr. No.	Name of the Person	Designation
1.	Mr. Yogendra Dahyabhai Patel	Chairman & Managing Director
2.	Mr. Arvind Jaykumar Chakote	Company Secretary
3.	Mrs. Vidya Pradeep Gidde	Chief Financial Officer

Familiarization Programme of Independent Directors:

In compliance with the requirements of SEBI Listing Regulations, the company has put in place a familiarization program for Independent Directors'' to familiarize them with their role, rights & responsibilities as Directors, the operations of the Company, business overview, etc.

The details of Familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act, 2013:

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

b) the Directors had selected such accounting policies and applied them consistently and made 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 loss of the company for that period;

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

e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

AUDITORS AND AUDIT REPORTS: Statutory Auditor

M/s. Desai Saksena & Associates, Chartered Accountants, (Firm Registration No. 102358W) were appointed as the Statutory Auditors of the Company at the AGM held on 11^th September, 2014 to hold office till the conclusion of the fourth consecutive AGM, are recommended for ratification of appointment for the financial year 2016 -2017. As required under the provisions of section 139 & 142 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Desai Saksena & Associates that their appointment, if made, would be in conformity with the limits specified in said Section.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ''B'' and forms an integral part to this Report.

Cost Audit:

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. S R Singh & Co., Cost Accountants as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2016-17 at a remuneration of Rs. 75,000/- plus service tax as applicable and out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member''s approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Auditor''s observations:

There were no audit qualifications in the Statutory Auditors Report as well as the Secretarial Audit Report for the financial year 2015-2016 as annexed to this Annual Report.

DISCLOSURE:

Risk Management:

Pursuant to the requirements of Section 134(3)(n) of the Companies Act, 2013, the Company has already in place a Risk Management Policy. The Board has voluntarily constituted the Risk Management Committee.

Vigil Mechanism / Whistle Blower Policy:

Particulars of Loans, Guarantees or Investments:

Extract of Annual Return:

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

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

Particulars of Employees:

GENERAL DISCLOSURES: Public Deposits:

No deposits are accepted by the company during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Significant and material orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

Depository Services:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE842D01011. Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

Code of Conduct:

Sexual Harassment:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. During the year under review, no complaints were reported.

Safety, Environment control and Protection:

Listing:

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

Internal Financial Control and their adequacy:

Reporting of Frauds:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Acts & Rules framed there under either to the Company or to the Central Government.

ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

For and on behalf of the Board

For Bharat Agri Fert & Realty Limited

Sd/-

Registered Office (YOGENDRA D. PATEL)

Bharat Fertiliser House, 12, Nanabhai Lane, Fort, CHAIRMAN & MG. DIRECTOR

Mumbai - 400 023. DIN :- 00106864

Date : 30^th May, 2016.

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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